XML 41 R22.htm IDEA: XBRL DOCUMENT
v3.25.4

Income Taxes | 12 Months Ended
--- | ---
Dec. 31, 2025
Income Tax Disclosure [Abstract] |
Income Taxes | Income Taxes Loss before income before income taxes are as follows (in thousands):
| Year ended December 31, 2025 |  | Year ended December 31, 2024
United Kingdom | $ | (42,544) |  |  | $ | (27,510) |
United States | (24,053) |  |  | (32,833) |
Other foreign | (36) |  |  | (884) |
Loss before income taxes | $ | (66,633) |  |  | $ | (61,227) |
The components of income tax benefit are as follows (in thousands):
| Year ended December 31, 2025 |  | Year ended December 31, 2024
Current income tax benefit/(expense): |  |  |
United States | $ | — |  |  | $ | (70) |
Other Foreign | (9) |  |  | (22) |
Deferred income tax benefit: |  |  |
United States | 184 |  |  | 136 |
Total income tax benefit | $ | 175 |  |  | $ | 44 |
A reconciliation of the U.K. statutory income tax rate to the Company's effective tax rate as reflected in the consolidated financial statements is as follows:
| Year ended December 31, 2025 |  | Year ended December 31, 2024
Statutory tax rate | $ | 16,658 |  |  | 25.00 | % |  | $ | 15,307 |  |  | 25.00 | %
Increase (decreases) resulting from: |  |  |  |  |  |  |
Foreign tax effects-United States: |  |  |  |  |  |  |
Changes in valuation allowance | (6,122) |  |  | (9.17) |  |  | (4,002) |  |  | (6.54) |
Share-based compensation | (118) |  |  | (0.18) |  |  | — |  |  | — |
Non-taxable or non-deductible items | (506) |  |  | (0.76) |  |  | (3,505) |  |  | (5.73) |
Foreign tax effects-Switzerland: |  |  |  |  |  |  |
Share-based compensation | (2) |  |  | — |  |  | (30) |  |  | (0.05) |
Effect of change in tax laws or rates enacted in the current period | 598 |  |  | 0.90 |  |  | 721 |  |  | 1.18 |
Tax credits | (81) |  |  | (0.12) |  |  | (3,501) |  |  | (5.72) |
Changes in valuation allowance | (7,513) |  |  | (11.27) |  |  | (2,116) |  |  | (3.46) |
Non-taxable or non-deductible items | (2,496) |  |  | (3.75) |  |  | (46) |  |  | (0.06) |
Other adjustments | (243) |  |  | (0.37) |  |  | (2,784) |  |  | (4.55) |
Effective tax rate | $ | 175 |  |  | 0.28 | % |  | $ | 44 |  |  | 0.07 | %
The Company has adopted ASU 2023-09 and evaluated all required categories and determined that no additional jurisdictional disaggregation or reconciling items were individually material. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income and for tax carryforwards. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):
| December 31, 2025 |  | December 31, 2024
Deferred tax assets: |  |  |
Net operating loss carryforwards | $ | 40,691 |  |  | $ | 26,040 |
Research and development credit carryforwards | 313 |  |  | 47 |
Share based compensation | 4,190 |  |  | 4,753 |
Lease liability | 2,965 |  |  | 3,156 |
Accruals | 28 |  |  | — |
Intangible amortization | 459 |  |  | 452 |
Capitalized Research and Development expenditure | 4,765 |  |  | 6,185 |
Other | 62 |  |  | 10 |
Gross deferred tax asset | 53,473 |  |  | 40,643 |
Valuation allowance | (46,266) |  |  | (30,830) |
Net deferred tax assets | 7,207 |  |  | 9,813 |
Deferred tax liabilities: |  |  |
Depreciation | (1,130) |  |  | (1,815) |
Right-of-use lease asset | (1,060) |  |  | (1,149) |
Undistributed earnings of subsidiaries | (1,339) |  |  | (1,248) |
Intangible assets | (3,932) |  |  | (6,039) |
Net deferred tax liabilities | (7,461) |  |  | (10,251) |
Total deferred tax, net | $ | (254) |  |  | $ | (438) |
Specified research and experimentation costs under Section 174 of the Internal Revenue Code are required to be capitalized and amortized ratably over five years for domestic expenditures and over 15 years for foreign expenditures. This provision of Section 174 became effective for tax years beginning after December 31, 2021. As a result of the capitalization of these costs in the current year, the Company has recorded a $4.8 million deferred tax asset (2024: $6.2 million). As of December 31, 2025, the Company had a valuation allowance of $46.3 million (2024: $30.8 million) against its deferred tax assets, which consisted principally of net operating loss and research and development credit carryforwards. The Company considered the positive and negative evidence bearing upon its ability to realize the deferred tax assets. In addition to the Company’s history of cumulative losses, the Company cannot be certain that future taxable income will be sufficient to realize its deferred tax assets. Accordingly, a valuation allowance has been provided against its deferred tax assets. When the Company changes its determination as to the amount of its deferred tax assets that can be realized, the valuation allowance is adjusted with a corresponding impact to the provision for income taxes in the period in which such determination is made. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2025 and 2024 related primarily to the increase in net operating loss and credit carryforwards, and were as follows:
| Year ended December 31, 2025 |  | Year ended December 31, 2024
Valuations allowance at beginning of year | $ | 30,830 |  |  | $ | 25,057 |
Changes in valuation allowance arising from in-year additions | — |  |  | — |
Increases recorded to income tax provision | 13,634 |  |  | 6,123 |
Foreign exchange translation | 1,802 |  |  | (350) |
Valuation allowance at end of year | $ | 46,266 |  |  | $ | 30,830 |
As of December 31, 2025, the Company had net operating loss ("NOL") carryforwards totaling approximately $160.4 million which have an unlimited carryforward period, of which $114.0 million originate in the U.K. As of December 31, 2025, the Company had $0.3 million of research and development tax credit carryforwards which also have an unlimited carryforward period. As of December 31, 2024, the Company had NOL carryforwards totaling approximately $101.7 million which have an unlimited carryforward period, of which $75.6 million originate in the U.K. As of December 31, 2024, the Company had $0.1 million of research and development tax credit carryforwards which also have an unlimited carryforward period. As of December 31, 2025 and 2024, the Company does not have any material unrecognized tax benefit liabilities. The Company files corporation/income tax returns in the U.K., the United States, Switzerland, Australia and Italy. The associated tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate. In the U.K., tax years from 2022 remain subject to examination by HMRC. In all other jurisdictions, the tax years since inception remain subject to examination by the applicable taxing authorities as of December 31, 2025 and 2024.

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 tax. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 740 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477617/942-740-50-1 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 740 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147478822/944-740-50-1 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-12 Reference 5: http://www.xbrl.org/2003/role/exampleRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 231 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482663/740-10-55-231 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12C -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 12B -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 270 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org/1943274/2147477891/740-270-50-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB Topic 6.I.5.Q1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1 Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147480990/946-20-50-13 Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(h)(2)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/740/tableOfContent Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-14 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 21 -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-21 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482685/740-10-50-17 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 11.C) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147482603/740-30-50-2 + Details
Name: | us-gaap_IncomeTaxDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration