Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

At December 31, 2024, the Company had federal net operating loss (“NOL”) carryforwards of approximately $850.2 million available to reduce future taxable income, of which $40.4 million will expire between 2031 and 2037. The Company also has state operating loss carryforwards of approximately $823.5 million, available to reduce future taxable income, which expire between 2031 and 2043. The Company has unused federal and state research and development carryforwards of approximately $69.7 million which will begin to expire in 2031.

The Internal Revenue Code (“IRC”) limits the amounts of NOL carryforwards that a Company may use in any one year in the event of certain cumulative changes in ownership over a three-year period as described in Section 382 of the IRC. Such change in ownership could limit the Company's utilization of the NOL, and could be triggered by subsequent sales of securities by the Company or stockholders. The deferred tax asset related to the NOL reflected on the financial statements could be affected by this limitation. Although a formal analysis has not been completed, the Company has determined that an ownership change likely occurred for Madrigal during the year ended December 31, 2017. The net operating losses are estimated to be subject to an annual limitation, of which none are expected to expire before becoming available to reduce future taxable income.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. As there is no assurance of future taxable income, a full valuation allowance has been established to offset the deferred tax assets. The valuation allowance increased $125.7 million for the year ended December 31, 2024. Changes in the deferred tax asset will be recorded as an income tax benefit or expense on the accompanying consolidated statements of operations.

Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2024 there were no uncertain positions. The 2020 through 2023 tax returns are open to review by the IRS and state taxing authorities. To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the IRS or state taxing authorities, to the extent utilized in a future period. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. There was no income tax related interest and penalties included in the income tax provision for 2024.

Temporary differences that give rise to deferred tax assets and liabilities are as follows (in thousands):

	For the years ended December 31,
	2024		2023		2022
Deferred Tax Liabilities
Unrealized gains on investments	$	117	$	117	$	—
Other deferred tax liabilities	100		—		—
Total Deferred Tax Liabilities	$	217	$	117	$	—
Deferred Tax Assets
Charitable contributions	$	37	$	37	$	45
Accrued expenses	8,082		3,857		2,398
Intangibles	401		503		589
Gross to net accruals	167		—		—
Stock compensation	16,342		33,976		27,226
Property, plant & equipment	172		95		106
Unrealized loss on investment	—		—		8
Net operating losses	214,427		121,552		68,305
Capitalized R&D	200,199		175,145		137,328
R&D credit	69,201		48,074		35,103
Total deferred tax assets before valuation allowance	509,028		383,239		271,108
Valuation allowance	(508,811)		(383,122)		(271,108)
Total deferred tax assets	217		117		—
Net deferred tax assets	$	—	$	—	$	—

Differences between the effective income tax rate and the U.S. statutory rate were as follows (in thousands):

	For the years ended December 31,
	2024		2023		2022
Tax benefit at U.S. federal statutory rate	$	(97,837)	$	(78,462)	$	(62,023)
Stock based compensation	(9,954)		(8,287)		(7,844)
162M limitation	21,627		3,183		7,996
Other nondeductible expenses	835		53		16
State income taxes benefit before valuation allowance, net of federal benefit	(19,280)		(16,246)		13,090
Increase in domestic valuation allowance	125,689		112,606		59,466
Research and development credit	(17,679)		(12,971)		(10,712)
Other adjustments	(3,401)		124		11
Income tax expense (benefit)	$	—	$	—	$	—