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Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES

NOTE 15: INCOME TAXES

The Company recorded no federal or state income tax expense and due to the operating losses incurred for the years ended December 31, 2024 and December 31, 2023.

Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows (in thousands):

 

 

 

Years Ended December 31,

 

 

 

2024

 

 

2023

 

Noncurrent deferred tax assets:

 

 

 

 

 

 

Net operating loss carryforwards

 

$

51,777

 

 

$

45,472

 

Contribution carryforwards

 

 

26

 

 

 

34

 

Lease liability

 

 

1,671

 

 

 

2,116

 

Deferred revenue

 

 

5,681

 

 

 

20,337

 

Capitalized R&D costs

 

 

31,282

 

 

 

28,732

 

Other assets

 

 

14,845

 

 

 

14,962

 

Tax credits

 

 

33,701

 

 

 

30,757

 

Less: valuation allowance

 

 

(136,872

)

 

 

(139,133

)

Total deferred tax assets, noncurrent

 

 

2,111

 

 

 

3,277

 

 

 

 

 

 

 

Noncurrent deferred tax liability:

 

 

 

 

 

 

Investments and other

 

 

577

 

 

 

—

 

Deferred gain - Imugene

 

 

—

 

 

 

1,303

 

Right of use asset

 

 

1,534

 

 

 

1,974

 

Total deferred tax liabilities, noncurrent

 

 

2,111

 

 

 

3,277

 

Net deferred tax assets

 

$

—

 

 

$

—

 

As of December 31, 2024 and December 31, 2023, the Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the net deferred tax assets is not determined to be more likely than not. The net decrease in the valuation allowance for the year ended December 31, 2024 of $2.3 million is comprised of an decrease in the valuation allowance recorded against the deferred tax assets, primarily related to tax credits and net operating loss (“NOL”) carryforwards for the year.

The reasons for the difference between actual income tax benefit for the years ended December 31, 2024 and December 31, 2023 and the amount computed by applying the statutory federal income tax rate to losses before income tax benefit are as follows (in thousands):

 

 

 

Year Ended December 31, 2024

 

 

Year Ended December 31, 2023

 

 

 

Amount

 

 

% of Pre-Tax
Loss

 

 

Amount

 

 

% of Pre-Tax
Loss

 

Income tax expense at statutory rate

 

$

1,501

 

 

 

21.0

%

 

$

(12,877

)

 

 

21.0

%

State income taxes, net of federal tax benefit

 

 

46

 

 

 

0.6

%

 

 

(1,774

)

 

 

2.9

%

Non-deductible expenses

 

 

97

 

 

 

1.4

%

 

 

81

 

 

 

0.0

%

Stock compensation - nondeductible

 

 

1,032

 

 

 

14.4

%

 

 

681

 

 

 

(1.2

%)

Stock compensation - forfeitures

 

 

1,136

 

 

 

15.9

%

 

 

3,176

 

 

 

(5.2

%)

Change in fair value

 

 

(6,507

)

 

 

(91.1

%)

 

 

4

 

 

 

0.0

%

Change in state impact on IRC section 174

 

 

(553

)

 

 

(7.7

%)

 

 

—

 

 

 

—

 

R&D and orphan drug credits

 

 

(2,944

)

 

 

(41.2

%)

 

 

(6,078

)

 

 

9.9

%

Other

 

 

(11

)

 

 

(0.1

%)

 

 

657

 

 

 

(1.1

%)

Change in state tax rate

 

 

8,464

 

 

 

118.4

%

 

 

(1,632

)

 

 

2.7

%

Change in valuation allowance

 

 

(2,261

)

 

 

(31.6

%)

 

 

17,762

 

 

 

(29.0

%)

Income tax (benefit) expense

 

$

—

 

 

 

0.0

%

 

$

—

 

 

 

0.0

%

 

As of December 31, 2024, the Company had federal and state NOL carryforwards of approximately $235.5 million and $212.0 million respectively. As of December 31, 2023, the Company had federal and state NOL carryforwards of approximately $195.0 million and $166.8 million, respectively.

 

The federal NOL carryforward million carries forward indefinitely. The state NOL carryforwards begin to expire in 2027. As of December 31, 2024, the Company had federal and state R&D tax credits of $20.2 million and an amount less than $0.1 million, which begin to expire in 2029 and 2030, respectively. As of December 31, 2023, the Company had federal and state tax R&D credits of $17.2 million and an amount less than $0.1 million. As of December 31, 2024 and December 31, 2023, the Company had federal Orphan Drug credits of $13.5 million which begin to expire in 2038. As of December 31, 2024 and December 31, 2023, the Company had federal contribution carryforwards of $0.1 million and $0.2 million, respectively, which begin to expire in 2026.

The Company’s ability to utilize its NOL and R&D credit carryforwards may be substantially limited due to ownership changes that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code of 1986, as amended (the Code), as well as similar state provisions. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an “ownership change,” as defined by Section 382 of the Code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percent of the outstanding stock of a company by certain stockholders or public groups. The Company has not completed a study to assess whether one or more ownership changes have occurred since the Company became a loss corporation under the definition of Section 382. If the Company has experienced an ownership change, utilization of the NOL or R&D credit carryforwards would be subject to an annual limitation, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term, tax-exempt rate, and then could be subject to additional adjustments, as required. Any such limitation may result in the expiration of a portion of the NOL or R&D credit carryforwards before utilization. Until a study is completed and any limitation known, no amounts are being considered as an uncertain tax position or disclosed as an unrecognized tax benefit. Any carryforwards that expire prior to utilization as a result of such limitations will be removed from deferred tax assets with a corresponding reduction of the valuation allowance. Due to the existence of the valuation allowance, it is not expected that any possible limitation will have an impact on the results of operations of the Company.

The Company reflects in the accompanying financial statements the benefit of positions taken in a previously filed tax return or expected to be taken in a future tax return only if it is considered ‘more-likely-than-not’ that the position taken will be sustained by the appropriate taxing authority. As of December 31, 2024 and December 31, 2023, the Company had no unrecognized income tax benefits. The Company’s policy for recording interest and penalties relating to uncertain income tax positions is to record them as a component of income tax expense in the accompanying statements of operations. As of December 31, 2024 and December 31, 2023, the Company had no such accruals.

 

In November 2021, North Carolina enacted the 2021 Appropriations Act, which included a gradual corporate income tax rate decrease from the current 2.5% to 0% by 2030. For tax years beginning on or after January 1, 2025, the rate is 2.25%. The rate decreases to 2% in 2026 and 2027; and to 1% in 2028 and 2029. After 2029, the rate decreases to 0%. As a result of the revised tax rate, the Company adjusted its North Carolina net operating loss deferred tax asset as of December 31, 2024, by applying the revised tax rate, which resulted in a decrease to the deferred tax assets and corresponding decrease to the valuation allowance of approximately $8.5 million in 2024.

The TCJA of 2017 subjects a U.S. shareholder to tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognized deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense only. The Company has elected to account for GILTI in the year the tax is incurred. The Company does not have a GILTI inclusion in years ends December 31, 2024 or December 31, 2023 and therefore, no GILTI tax has been recorded for the years then ended.