XML 35 R18.htm IDEA: XBRL DOCUMENT
v3.23.1

INCOME TAXES | 12 Months Ended
--- | ---
Dec. 31, 2022
Income Tax Disclosure [Abstract] |
INCOME TAXES | 12. INCOME TAXES Significant components of the Company's deferred tax assets (liabilities) are as follows:
|  | As of December 31, |
|  | 2022 |  |  | 2021 |
Gross deferred tax assets (liabilities): |  |  |  |  |  |
Net operating loss carryforwards |  | $ | 39,033 |  |  | $ | 29,300 |
Tax credit carryforwards |  |  | 5,478 |  |  |  | 3,429 |
Fixed assets |  |  | (117 | ) |  |  | (117 | )
Stock-based compensation |  |  | 2,621 |  |  |  | 1,634 |
Capitalized R&D |  |  | 5,463 |  |  |  | — |
Deferred revenue |  |  | 817 |  |  |  | 949 |
Accrued bonuses |  |  | — |  |  |  | 857 |
Other |  |  | 70 |  |  |  | 84 |
Total deferred tax assets |  |  | 53,365 |  |  |  | 36,136 |
Valuation allowance |  |  | (53,365 | ) |  |  | (36,136 | )
Net deferred tax assets (liabilities) |  | $ | — |  |  | $ | — |
The Company had no income tax expense due to federal and state net operating losses incurred for the years ended December 31, 2022 and 2021. The Company has also not recorded any income tax benefits for its federal and state net operating losses incurred in each period due to uncertainty of realizing the benefit from those items. All of the Company’s losses before income taxes were generated in the United States. The effective tax rate for the Company for the years ended December 31, 2022 and 2021 was zero percent. A reconciliation of the income tax expense at the federal statutory tax rate to the Company’s effective income tax rate follows:
|  | As of December 31, |
|  | 2022 |  |  | 2021 |
Statutory tax rate |  |  | 21.0 | % |  |  | 21.0 | %
State taxes, net of federal benefit |  |  | 2.1 | % |  |  | 4.0 | %
Federal research and development credit |  |  | 2.5 | % |  |  | 1.5 | %
Stock-based compensation |  |  | (1.5 | )% |  |  | (0.1 | )%
Deferred tax adjustment resulting from tax rate change |  |  | (0.4 | )% |  |  | 2.2 | %
Other |  |  | (0.1 | )% |  |  | (0.5 | )%
Valuation allowance |  |  | (23.5 | )% |  |  | (28.1 | )%
Effective tax rate |  |  | 0.0 | % |  |  | 0.0 | %
The Company’s effective tax rate for December 31, 2022 and 2021 differs from the federal statutory tax rate of 21% mainly due to the effect of deferred state income tax benefits resulting from state net operating loss carryforwards, the tax benefits related to federal and state research and development tax credits, and the effects of nondeductible stock based compensation. The net effect of these items is fully offset by the increase in the Company’s valuation allowance from the prior year. The Company has established a full valuation allowance against its net deferred tax assets due to the uncertainty of the Company’s ability to generate sufficient taxable income to realize the deferred tax assets, and therefore has not recognized any benefits from the net operating losses, tax credits and other deferred tax assets. The Company’s valuation allowance increased $18,135 and $18,348 for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had the following tax net operating loss carryforwards available to reduce future federal and state taxable income, and tax credit carryforwards available to offset future federal and state income taxes:
|  | Hyperfine
|  | Amount |  |  | Begin to Expire in
Hyperfine tax net operating loss carryforwards: |  |  |  |  |
Federal (pre-2018 NOLs) |  | $ | 12,084 |  |  | 2034
Federal (post-2017 NOLs) |  |  | 132,748 |  |  | No Expiration
States |  |  | 84,977 |  |  | 2031
Tax credit carryforwards: |  |  |  |  |
Federal research and development |  |  | 3,877 |  |  | 2034
Connecticut research and development |  |  | 1,015 |  |  | No Expiration
Connecticut others |  |  | 21 |  |  | 5 Year Carryforward
Federal others |  |  | 135 |  |  | 5 Year Carryforward
|  | Liminal
|  | Amount |  |  | Begin to Expire in
Liminal tax net operating loss carryforwards: |  |  |  |  |
Federal (pre-2018 NOLs) |  | $ | — |  |  |
Federal (post-2017 NOLs) |  |  | 13,446 |  |  | No Expiration
States |  |  | 13,443 |  |  | 2038
Tax credit carryforwards: |  |  |  |  |
Federal research and development |  |  | 717 |  |  | 2038
Connecticut research and development |  |  | 81 |  |  | No Expiration
Federal and state other |  |  | 3 |  |  | 2025
Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss and tax credit carryforwards to offset its post-change income and tax liabilities may be limited. Generally, an ownership change occurs when certain shareholders increase their aggregated ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). The Company performed a Section 382 analysis in 2021 for Legacy Hyperfine to determine whether an ownership change had occurred. Based on this analysis, Legacy Hyperfine experienced two consecutive ownership changes, one on January 17, 2017, and one on May 16, 2017. As a result, Legacy Hyperfine’s net operating loss and tax credit carryforwards as of December 31, 2020 are subject to a Section 382 limitation. The January 17, 2017 ownership change resulted in an annual limitation of $865 and the May 16, 2017 ownership change resulted in an annual limitation of $3,008. The first (earlier) limitation will limit the deduction of pre-change losses and credits arising before the first ownership change. The second (later) ownership change creates another limit to deduction of those pre-change losses and credits. However, the second ownership change does not allow for a “step-up” of the first limitation and therefore the pre-January 17, 2017 losses and credits are still subject to the first limitation amount. Due to these limitations, the Company estimates that $3,125 and $249 of the federal net operating loss and research and development credit carryforwards, respectively, will expire before utilization. Accordingly, Legacy Hyperfine’s gross deferred tax assets and corresponding valuation allowance have been adjusted to reflect the estimated expirations. In addition, as a result of the Business Combination and any other equity issuances since the last ownership change, the Company may have experienced additional ownership changes as of December 31, 2022. As of December 31, 2022, the Company has not completed an additional Section 382 analysis to determine whether any successive ownership changes have occurred. The Company has adopted the accounting guidance within ASC Topic 740 on uncertainties in income taxes. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As of December 31, 2022 and 2021, the Company did no t have any unrecognized tax benefits. To the extent penalties and interest would be assessed on any underpayment of income tax, the Company’s policy is that such amounts would be accrued and classified as a component of income tax expense in the combined and consolidated financial statements. To date, the Company has not recorded any such interest or penalties. The Company files income tax returns in the U.S. federal and various state jurisdictions. As a result of the Company’s net operating loss carryforwards, the Company’s federal and state statutes of limitations generally remain open for all tax years until its net operating loss and tax credit carryforwards are utilized or expire prior to utilization. The Company does not currently have any federal or state income tax examinations in progress. Additionally, as a result of legislation in the state of Connecticut, companies have the opportunity to exchange certain research and development tax credit carryforwards for a cash payment of 65% of the research and development tax credit. The research and development expenses that qualify for Connecticut credits are limited to those costs incurred within Connecticut. The Company has elected to participate in the exchange program and, as a result, has recognized net benefits of $468 and $103 for the years ended December 31, 2022 and 2021, respectively, which is included in research and development expenses in the accompanying statements of operations and comprehensive loss. As of December 31, 2022 and 2021, the Company has recorded $525 and $196 of the research and development tax credit receivables in Prepaid expenses and other current assets on the Company’s combined and consolidated balance sheets, respectively.

X
- References No definition available. + Details
Name: | us-gaap_IncomeTaxDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 21 -URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 11.C) -URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 17 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 6.I.5.Q1) -URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 14 -URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 270 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -URI https://asc.fasb.org/topic&trid=2144680 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(h)(2)) -URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690 + Details
Name: | us-gaap_IncomeTaxDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration