XML 32 R17.htm IDEA: XBRL DOCUMENT v3.23.1

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Income Taxes

11. Income Taxes

​

The effective tax rate for the years ended December 31, 2022 and 2021 was zero percent. A reconciliation of income tax computed at the statutory federal income tax rate to the provision (benefit) for income taxes included in the accompanying consolidated statements of operations and comprehensive loss is as follows:

​

​	​	​	​	​	​	​	​
​	​	For the Year Ended December 31,
​	​	2022		​	2021		​
Income tax (benefit) provision at federal statutory rate	​	21.0	%	​	21.0	%	​
State income tax, net of federal benefit	​	7.2	​	​	3.5	​	​
Valuation allowance	​	188.6	​	​	(26.2)	​	​
Research credits	​	1.2	​	​	2.5	​	​
Provision to tax return	​	-	​	​	(1.0)	​	​
Transaction costs	​	(3.3)	​	​	-	​	​
Change in fair value of warrant liabilities	​	11.9	​	​	-	​	​
Section 382 limitation adjustment attributes	​	(225.1)	​	​	-	​	​
Other	​	(1.5)	​	​	0.2	​	​
Effective tax rate	​	-	%	​	-	%	​
​	​	​	​	​	​	​	​

​

Loss before provision for taxes for the years ended December 31, 2022 and 2021 consisted of the following:

​	​	​	​	​	​	​	​
​	​	Year Ended December 31,					​
​	​	2022		​	2021		​
​	​	​	​	​	​	​	​
Loss before Income taxes:	​	​	​	​	​	​	​
Domestic	​	$	(14,559)	​	$	(14,954)	​
Foreign	​	​	592	​	​	(330)	​
​	​	$	(13,967)	​	$	(15,284)	​
​	​	​	​	​	​	​	​

​

The components of income tax provision (benefit) consisted of the following for the years ended December 31, 2022 and 2021:

​	​	​	​	​	​	​	​
​	​	Year Ended December 31,					​
​	​	2022		​	2021		​
​	​	​	​	​	​	​	​
Tax Provision (Benefit):	​	​	​	​	​	​	​
Current	​	​	​	​	​	​	​
Domestic	​	$	—	​	$	—	​
Foreign	​	​	—	​	​	—	​
Total current tax provision (benefit)	​	​	—	​	​	—	​
​	​	​	​	​	​	​	​
Deferred	​	​	​	​	​	​	​
Domestic	​	​	26,183	​	​	(3,932)	​
Foreign	​	​	148	​	​	(81)	​
Total deferred tax provision (benefit)	​	​	26,331	​	​	(4,013)	​
​	​	​	​	​	​	​	​
Change in valuation allowance - Domestic	​	​	(26,183)	​	​	3,932	​
Change in valuation allowance - Foreign	​	​	(148)	​	​	81	​
​	​	​	​	​	​	​	​
Total tax provision (benefit)	​	$	—	​	$	—	​
​	​	​	​	​	​	​	​

​

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

​

​	​	​	​	​	​	​	​
​	​	Year Ended December 31,					​
​	​	2022		​	2021		​
​	​	​	​	​	​	​	​
Deferred tax assets:	​	​	​	​	​	​	​
Federal and state operating loss carryforwards	​	$	370	​	$	19,904	​
Foreign operating loss carryforwards	​	​	176	​	​	324	​
Acquired intangibles	​	​	3,095	​	​	1,683	​
Stock-based compensation	​	​	467	​	​	276	​
Lease liability	​	​	-	​	​	17	​
Capitalized R&D Costs	​	​	278	​	​	7,023	​
Other	​	​	16	​	​	44	​
Research and development credit carryforwards	​	​	26	​	​	1,483	​
​	​	​	4,428	​	​	30,754	​
Valuation allowance - Domestic	​	​	(4,252)	​	​	(30,410)	​
Valuation allowance - Foreign	​	​	(176)	​	​	(324)	​
Total deferred tax assets, net of valuation allowance	​	​	-	​	​	20	​
​	​	​	​	​	​	​	​
Deferred tax liabilities:	​	​	​	​	​	​	​
ROU asset	​	​	-	​	​	(18)	​
Other	​	​	-	​	​	(2)	​
Net deferred tax assets	​	$	—	​	$	—	​
​	​	​	​	​	​	​	​

​

As of December 31, 2022 and 2021, the Company had deferred tax assets of approximately $4.4 million and $30.8 million, respectively. Realization of the deferred tax assets is primarily dependent upon future taxable income, if any, the amount and timing of which are uncertain. The Company has had significant pre-tax losses since its inception. The Company has not yet generated revenues and faces significant challenges to becoming profitable. Accordingly, the deferred tax assets have been fully offset by a valuation allowance of $4.4 million and $30.8 million as of December 31, 2022 and 2021, respectively. U.S. deferred tax assets will continue to require a valuation allowance until the Company can demonstrate their realizability through sustained profitability or another source of income.

As of December 31, 2022 and 2021, the Company’s federal net operating loss carryforwards were approximately $1.5 million and $81.8 million, respectively. The Company had federal research credit carryforwards as of December 31, 2022 and 2021 of approximately $24 thousand and $1.0 million, respectively. The Federal net operating losses were incurred after December 31, 2017 and therefore, will not expire. As of December 31, 2022 and 2021, the Company had state net operating loss carryforwards of approximately $65 thousand and $42.6 million, respectively. The Company had state research credit carryforwards of $2 thousand and $0.6 million as of December 31, 2022 and 2021, respectively. The state net operating loss carryforwards and state research credit carryforwards will begin to expire in 2043, if not utilized. Lastly, the Company had foreign net operating loss carryforwards of approximately $0.7 million and $1.3 million as of December 31, 2022 and 2021, respectively. The foreign net operating loss carryforwards will begin to expire in 2028.

Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Generally, in addition to certain entity reorganizations, the limitation applies when one or more “5-percent shareholders” increase their ownership, in the aggregate, by more than 50 percentage points over a 36-month testing period, or beginning the day after the most recent ownership change, if shorter. The annual limitation may result in the expiration of net operating losses and credits before utilization. As a result of the public stock offering and private placement offering during the fourth quarter of 2022, a Section 382 ownership change occurred with an annual limitation of $0. Because of the 2022 ownership change and corresponding limitation, approximately $99.0 million and $48.5 million of federal and state net operating loss carryforwards, respectively, were written off, with a corresponding offset to the Company's full valuation allowance. Additionally, approximately $1.2 million and $0.6 million of federal and

state research credit carryforwards, respectively, were written off, with a corresponding offset to the Company's full valuation allowance.

​

The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions as of December 31, 2022 and 2021, and as such, no interest or penalties were recorded to income tax expense.

The Company’s corporate returns are subject to examination beginning with the 2018 tax year for federal and state jurisdictions, and beginning with the 2019 tax year for one foreign jurisdiction.

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