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Income Taxes
 12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes
Note 13. Income Taxes
The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2024 and 2023:
(in thousands)December 31, 2024December 31, 2023
Tax provision (benefit) at U.S. statutory rate$(7,297)21.0 %$(14,473)21.0 %
State income taxes, net of federal benefit$(812)2.3 %$(6,694)9.7 %
Non-deductible expenses2 — %261 (0.4)%
Change in value of equity instruments33 (0.1)%(118)0.2 %
Loss on extinguishment of debt894 (2.6)%— — %
Deferred adjustments— — %(56)0.1 %
Other(2,004)5.8 %(172)0.3 %
Research and development credits— — %(274)0.4 %
IRC Sec. 174— — %217 (0.3)%
Uncertain tax positions— — %69 (0.1)%
Change in valuation allowance9,184 (26.4)%21,240 (30.8)%
$— — %$— — %
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 tax purposes. The following table
presents the significant components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023:
(in thousands)December 31,
2024		December 31,
2023
Deferred Tax Assets
Net operating loss carryforwards
$47,769 $37,037 
Start-up and Organization Costs16,530 16,913 
Capitalized research and development credits
9,549 10,943 
Intangibles5,793 6,703 
Stock-based compensation
6,725 4,972 
Research and development credits
4,842 4,842 
Operating lease obligations
241 1,375 
Accrued expenses and reserves— 621 
Property and equipment257 233 
Other1 
Total deferred tax assets before Valuation Allowance91,706 83,640 
Valuation allowance(91,624)(82,440)
Total deferred tax assets$82 $1,200 
Deferred Tax Liabilities
Operating lease right-of-use assets
$(82)$(1,200)
Total deferred tax liabilities$(82)$(1,200)
Net deferred tax assets$— $— 
Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction by jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. The Company’s management believes that, based on a number of factors, it is more likely than not, that all or some portion of the deferred tax assets will not be realized; and accordingly, for the year ended December 31, 2024 the Company has provided a valuation allowance against the Company’s U.S. net deferred tax assets. The net change in the valuation allowance for the year ended December 31, 2024 was an increase of $9.2 million.
As of December 31, 2024, the Company had net operating loss carryforwards for federal and state income tax purposes of $202.6 million and $79.6 million, respectively, which will begin to expire in 2037, with $202.6 million of our federal net operating loss carryforward lasting indefinitely. As of December 31, 2023, the Company had federal and state NOL carryforwards of $157.3 million and $59.2 million, respectively. As of December 31, 2024, the Company had federal and California research and development credit carryforwards of $4.0 million and $3.1 million, respectively. As of December 31, 2023, the Company had federal and California research and development credit carryforwards of $4.0 million and $3.1 million, respectively. The federal research and development credit will begin to expire in 2039, and the California research and development credit has no expiration.
The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses in the event of an “ownership change” of a corporation. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under Internal Revenue Code Section 382 (“IRC Section 382”). Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations provided by the IRC Section 382 and similar state provisions.
As of December 31, 2024, and 2023, the total amount of gross unrecognized tax benefits was $1.8 million and $1.8 million, respectively, including $0 of interest and penalties. As of December 31, 2024, $0 of the total unrecognized
tax benefits, if recognized, would have an impact on the Company’s effective tax rate. The Company estimates that there will be no material changes in its uncertain tax positions in the next 12 months. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.
The Company files income tax returns in the U.S. federal and various state jurisdictions with varying statutes of limitations. The Company is generally no longer subject to tax examinations for years prior to 2020 for federal purposes and 2019 for state purposes, except in certain limited circumstances.
Before Vigoride 3 launch, the Company was in start-up phase and had no revenue recognized as of May 31, 2022. Under Section 195(b), all the expenses other than R&D, taxes and interest income/expense must be capitalized and amortized from the date the Company starts active trade or business. As of December 31, 2023, Section 195(b) costs accumulated an ending gross DTA of $75.4 million. The Company began active trade or business as of June 1, 2022 and amortized Section 195(b) costs for the remainder of the year. The Company has Section 195(b) gross deferred tax assets of $69.8 million as of December 31, 2024.