Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

14. Income Taxes

The components of the Company’s provision for income taxes for the years ended December 31, 2024 and 2023 consist of the following (in thousands):

	Year Ended December 31,
	2024			2023
Current income tax provision:
Federal	$	—		$	—
State		2			6
Foreign - PRC		6,320			9,343
Total current income tax provision	$	6,322		$	9,349
Deferred income tax provision:
Federal	$	—		$	—
State		—			—
Foreign - PRC		(1,002	)		(834	)
Total deferred income tax provision	$	(1,002	)	$	(834	)
Total income tax provision	$	5,320		$	8,515

The reconciliation of the federal statutory income tax rate to the Company’s effective tax rate for the years ended December 31, 2024 and 2023 are as follows:

	Year Ended December 31,
	2024	2023
Tax computed at federal statutory rate	21.00%	21.00%
Rate difference due to different jurisdiction	3.87%	-2.43%
Preferential income tax rate for HNTE	-9.48%	3.19%
Non-deductible expense – Operating	6.64%	-6.28%
Non-deductible expense – acquisition related	0.00%	-22.16%
R&D Super-deduction	-3.40%	1.45%
Valuation allowance change	3.13%	-4.37%
ESOP	1.13%	-0.55%
Other	0.02%	-0.76%
Effective tax rate	22.91%	-10.91%

Significant components of the Company’s deferred tax assets as of December 31, 2024 and 2023 consist of the following (in thousands):

	Year Ended December 31,
	2024			2023
Deferred tax assets:
Accruals and reserves	$	407		$	2,811
Contract liabilities		153			39
Net operating loss carry forwards		41,714			40,669
Tax credit carry forwards		4,463			4,463
Fixed and intangible assets		15,385			15,332
Impact from foreign corporations		8,754			4,590
Capitalized transaction costs		430			658
Lease liabilities		288			98
Deferred income tax assets before valuation allowance		71,594			68,660
Deferred tax liability – ROU assets		(296	)		(108	)
Deferred tax liability – Fixed assets		(74	)		(84	)
Less: valuation allowance		(65,605	)		(63,773	)
Deferred tax assets, net	$	5,619		$	4,695

The movements of the valuation allowance are as follows (in thousands):

	2024			2023
Balance at the beginning of the year	$	(63,773	)	$	—
Changes of valuation allowances		(1,832	)		(63,773	)
Balance at the end of the year	$	(65,605	)	$	(63,773	)

Based on the available objective evidence on December 31, 2024, the Company does not believe it is more likely than not that its net deferred tax assets will be realizable for US tax purposes. Accordingly, the Company has provided a full valuation allowance against its net deferred tax assets on December 31, 2024 for U.S. tax purposes.

As of December 31, 2024, after consideration of certain limitations (see below), the Company had approximately $193.4 million federal and $13.9 million state net operating loss carryforwards (“NOL”) available to reduce future taxable income which, if unused, will begin to expire in 2037 for federal and 2034 for state tax purposes. The federal net operating loss carryforward includes $191.9 million that have an indefinite life.

As of December 31, 2024, the Company also had tax credit carry forwards available to offset future tax liabilities of approximately $8,000 for federal and $7.5 million for state. If unused, the federal credit will begin to expire in 2042 and the state tax credit does not expire.

If the Company experiences a greater than 50 percentage point aggregate change in ownership over a three-year period (a Section 382 ownership change), utilization of its pre-change NOL carryforwards are subject to annual limitation under Section 382 of the Internal Revenue Code (California has similar provisions). The annual limitation is determined by multiplying the value of the Company’s stock immediately before such ownership change by the applicable long-term tax-exempt rate. Such limitations may result in expiration of a portion of the NOL carryforwards before utilization. The Company determined that ownership changes under Section 382 occurred on December 31, 2007, August 20, 2015, April 13, 2017, February 15, 2018, February 18, 2020, and December 26, 2022. Approximately $156.5 million and $75.2 million of the NOLs will expire

unutilized for federal and California state income tax purposes, respectively. The Company has derecognized NOL related deferred tax assets in the tax affected amounts of $32.9 million and $0 for federal and California state income tax purposes, respectively through the year ended December 31, 2024.

All of the federal R&D credits could expire unutilized, whereas none of the California R&D credits are subject to expiration. Approximately $26.0 million of gross federal R&D credit-related deferred tax assets were derecognized due to the Section 383 limitation. The ability of the Company to use its remaining NOL and credit carryforwards may be further limited if the Company experiences a Section 382 ownership change as a result of future changes in its stock ownership.

Accounting for Uncertainty in Income Taxes

The Company only recognizes tax benefits if it is more likely than not that they will be sustained upon audit by the relevant tax authority based upon their technical merits. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained.

The Company had approximately $1.9 million of unrecognized tax benefits as of December 31, 2024. As the Company has a full valuation allowance on its deferred tax assets, the unrecognized tax benefits have reduced the deferred tax assets and the valuation allowance in the same amount. The Company does not expect the amount of unrecognized tax benefits to materially change in the next twelve months.

A reconciliation of the beginning and ending balance of the unrecognized tax benefits is as follows (in thousands):

Beginning Balance on January 1, 2023	$	—
Increase related to business combination on October 30, 2023		1,883
Increase/(Decrease) of unrecognized tax benefits taken in prior years		—
Increase/(Decrease) of unrecognized tax benefits related to current year		—
Ending Balance on December 31, 2023		1,883
Increase/(Decrease) of unrecognized tax benefits taken in prior years		—
Increase/(Decrease) of unrecognized tax benefits related to current year		—
Ending Balance on December 31, 2024	$	1,883

Interest and penalties related to unrecognized tax benefits would be included as income tax expense in the Company’s consolidated statements of operations. As of December 31, 2024 and 2023, the Company had not recognized any tax-related penalties or interest in its consolidated financial statements.

The Company files income tax returns in the United States federal, California, and Florida for tax year 2023. The Company filed an initial return in 2022 in Florida and final returns in 2021 in Kansas, Missouri and New Jersey state jurisdictions. The Company is not currently under examination by income tax authorities in federal, state or other jurisdictions. As of December 31, 2024 and 2023, the Company had no uncertain tax positions which affected its financial position as its results of operations or its cash flow for US tax purposes, and will continue to evaluate for uncertain tax positions in the future. The Company is subject to United States federal and state income tax examinations by authorities for all tax years due to accumulated net operating losses that are being carried forward for tax purposes.

According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances where the underpayment of taxes is more than RMB100 thousand. In the case of transfer pricing issues, the statute of limitations is 10 years. There is no statute of limitations in the case of tax evasion. The income tax returns of the Company’s PRC subsidiaries for the years from 2019 to 2024 are open to examination by the PRC tax authorities.

APB 23

Generally, a taxable outside basis difference associated with a foreign subsidiary may not be recognized if the indefinite reversal criterion of ASC paragraph 740-30-25-17 (APB Opinion No. 23, Accounting for Income Taxes – Special Areas (“APB 23”)) is met. A deferred tax liability is recognized when an entity no longer meets the indefinite reversal criterion. ASC paragraph 740-30-25-17 provides a presumption that all undistributed earnings will be transferred to the parent entity may be overcome, and no income taxes shall be accrued by the parent entity, if sufficient evidence shows that the subsidiary has invested or will invest the undistributed earnings indefinitely or that the earnings will be remitted in a tax-free liquidation.

The Company does not have a plan of repatriation of earnings from non-US subsidiaries to the Company. However, to the extent the Company will not permanently reinvest in its PRC business, a deferred tax liability of approximately $8.3 million as of December 31, 2024 related to PRC withholding taxes on repatriation of Gyre Pharmaceuticals’ earnings (i.e., the Company’s primary operating subsidiary in the PRC) would need to be recorded.