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Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes
8.
Income Taxes

For financial reporting purposes, loss before provision for income taxes, includes the following components (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

Domestic

 

$

(134,233

)

 

$

(141,939

)

Foreign

 

 

(4

)

 

 

(8

)

Loss before income taxes

 

$

(134,237

)

 

$

(141,947

)

For each of the years ended December 31, 2023 and 2022, the Company incurred insignificant amounts for an income tax provision. The U.S. federal and California deferred tax assets generated from the Company’s net operating losses have been fully reserved, as the Company believes it is not more likely than not that the benefit will be realized.

Reconciliation of income tax computed at federal statutory rates to the reported provision for income taxes was as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

Tax provision at U.S. statutory rate

 

$

(28,190

)

 

$

(29,809

)

Stock-based compensation

 

 

1,343

 

 

 

1,252

 

Research and development tax credits

 

 

(3,883

)

 

 

(2,836

)

Change in valuation allowance

 

 

29,066

 

 

 

30,148

 

Section 162(m) compensation

 

 

1,594

 

 

 

1,110

 

Other

 

 

70

 

 

 

135

 

Provision for income taxes

 

$

—

 

 

$

—

 

Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets and liabilities are as follows (in thousands):

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Deferred Tax Assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

70,996

 

 

$

63,551

 

Research and development credits

 

 

16,070

 

 

 

11,095

 

Other intangibles

 

 

3

 

 

 

4

 

Accruals and reserves

 

 

1,074

 

 

 

974

 

Stock-based compensation

 

 

5,185

 

 

 

4,551

 

Capitalized research and development

 

 

36,568

 

 

 

19,744

 

Lease liabilities

 

 

6,610

 

 

 

6,946

 

Total gross deferred tax assets

 

 

136,506

 

 

 

106,865

 

Less: valuation allowance

 

 

(130,939

)

 

 

(100,778

)

Total deferred tax assets, net

 

$

5,567

 

 

$

6,087

 

 

 

 

 

 

 

Deferred Tax Liabilities:

 

 

 

 

 

 

Fixed assets

 

$

(1,771

)

 

$

(2,043

)

Right-of-use assets

 

 

(3,796

)

 

 

(4,044

)

Total gross deferred tax liabilities

 

 

(5,567

)

 

 

(6,087

)

Net deferred tax assets

 

$

—

 

 

$

—

 

 

As of December 31, 2023, the Company had $321.9 million of federal and $71.3 million of state net operating loss, or NOL, carryforwards available to offset future taxable income. Under the Tax Cuts and Jobs Act of 2017, or the Tax Act, federal NOLs generated after December 31, 2017 will be carried forward indefinitely with the yearly NOL utilization limited to 80% of taxable income. The Company has $278.8 million of such federal NOLs that do not expire. If not utilized, the federal carryforward losses generated prior to 2018 and the state carryforward losses will expire in various amounts beginning in 2031.

As of December 31, 2023, the Company had approximately $15.7 million of federal and $8.0 million of state credit carryforwards available to offset future taxable income. If not utilized, these credit carryforwards will expire in various amounts for federal purposes beginning in 2031. The state credits do not expire.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not some portion or all of the deferred tax assets will not be realized. Management believes that, based on available evidence, both positive and negative, it is more likely than not that the deferred tax assets will not be utilized; therefore, a full valuation allowance has been recorded. The Company’s valuation allowance increased by $30.2 million and $31.6 million for the years ended December 31, 2023 and 2022, respectively. The changes in the 2023 valuation allowance were primarily due to the addition of capitalized research and development costs, current year loss carryforwards and research and development credits. The changes in the 2022 valuation allowance were primarily due to the addition of the current year loss carryforwards and research and development credits.

Utilization of the net operating loss carryforwards and credits may be subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. The Company performed a Section 382 analysis through December 31, 2023. Federal net operating loss carryforwards of $321.8 million and state and local net operating loss carryforwards of $36.6 million are not expected to expire unutilized as a result of ownership changes identified through December 31, 2023. The Company has identified $0.1 million and $34.7 million of federal and state net operating losses, respectively, that will expire unused due to ownership changes, and federal credits of $3.7 million that will not be able to be utilized due to ownership change limitation; these amounts have been excluded from the deferred tax assets table above. Further ownership changes subsequent to December 31,2023 may be identified which could result in limitations to the amount of net operating losses and credits which may be utilized prior to expiration.

Uncertain Tax Benefits

The Company has the following activity relating to the gross amount of unrecognized tax benefits (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

Beginning balance

 

$

2,726

 

 

$

1,794

 

Additions based on tax positions related to prior year

 

 

189

 

 

 

—

 

Additions based on tax positions related to current year

 

 

1,055

 

 

 

932

 

Ending balance

 

$

3,970

 

 

$

2,726

 

None of these uncertain tax positions will impact the Company’s effective tax rate if assessed. The Company’s policy is to classify interest and penalties associated with unrecognized tax benefits as income tax expense. The Company had no interest or penalty accruals associated with uncertain tax benefits in its consolidated balance sheet and consolidated statement of operations for the years ended December 31, 2023 and 2022. The Company files income tax returns in the United States, California, Georgia, Indiana, Maryland, Massachusetts, Nebraska, New Jersey, North Carolina, Pennsylvania, Tennessee, Texas and Australia. The Company is not currently under examination by any major tax jurisdictions nor has it been in the past. The tax years 2011 through 2023 remain effectively open for examination by the Internal Revenue Service and most state tax authorities because of net operating losses and credit carryovers.

Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months.