Income Taxes

12 Months Ended

Dec. 31, 2025

Income Tax Disclosure [Abstract]

Income Taxes

Note 14. Income Taxes

The following table presents the components of loss before income taxes (in thousands):

	Year Ended December 31,
	2025		2024		2023
United States	$	(112,811)	$	(39,968)	$	(30,355)
Foreign	540		1,871		2,720
Loss before income taxes	$	(112,271)	$	(38,097)	$	(27,635)

The following table presents the components of the Company's income tax benefit (expense) (in thousands):

	Year Ended December 31,
	2025		2024		2023
Current taxes:
United States - State	$	(93)	$	(37)	$	(161)
Foreign	(416)		(683)		(850)
Total current taxes	(509)		(720)		(1,011)
Deferred taxes:
United States
Federal	4,447		—		—
State	802		—		—
Foreign	381		286		292
Total deferred taxes	5,630		286		292
Income tax benefit (expense)	$	5,121	$	(434)	$	(719)

Effective Tax Rate Reconciliation

In accordance with the Company's prospective adoption of ASU 2023-09 effective for its annual financial statements beginning January 1, 2025, the following table is a reconciliation of the Company's income taxes and its effective tax rate as compared to the United States ("U.S.") federal statutory income tax rate of 21.0% for the year ended December 31, 2025 (in thousands, except percentages):

	Year Ended December 31, 2025
	Amount		Rate
U.S. federal statutory income tax	$	23,577	21.0	%
U.S. state and local income tax, net of federal income tax effect (1)	555		0.5	%
Foreign tax effects	(55)		—	%
Effect of cross border transactions	(72)		(0.1)	%
Nontaxable or nondeductible items
Transaction costs	(2,187)		(1.9)	%
Goodwill impairment	(1,339)		(1.2)	%
Stock compensation	(2,281)		(2.0)	%
Limitation on executive compensation	(710)		(0.6)	%
Other nondeductible items	(1,235)		(1.1)	%
Tax credits	293		0.3	%
Change in valuation allowance	(11,411)		(10.3)	%
Other items	(14)		—	%
Income tax benefit and effective tax rate	$	5,121	4.6	%

(1)The state that contributes to the majority of the state and local tax effect is Massachusetts.

The Company's effective income tax rate for 2025 differs from the U.S. federal statutory rate primarily as a result of the valuation allowance maintained against the Company’s net deferred tax assets as well as non-deductible items including stock-based compensation, transactions costs, and goodwill impairment.

A reconciliation of the Company's effective tax rate as compared to the U.S. federal statutory income tax rate of 21.0% for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU 2023-09, was as follows:

	Year Ended December 31,
	2024		2023
U.S. federal statutory tax rate	21.0	%	21.0	%
U.S. state income taxes, net of federal benefit	2.7	%	(0.3)	%
Change in valuation allowance	(22.5)	%	(24.3)	%
Non-deductible stock compensation	(2.4)	%	(1.6)	%
Permanent items	(0.3)	%	(0.6)	%
Non-deductible executive compensation	(3.2)	%	(2.6)	%
Tax credits	4.0	%	4.9	%
Other	(0.4)	%	0.9	%
Effective tax rate	(1.1)	%	(2.6)	%

Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes. The Company records deferred tax assets in other non-current assets and deferred tax liabilities in other non-current liabilities on the Consolidated Balance Sheets. Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands):

	As of December 31,
	2025		2024
Deferred tax assets:
Net operating loss carryforwards	$	147,973	$	80,541
Tax credits	10,929		10,178
Deferred revenue	6,322		2,412
Amortization	—		645
Stock-based compensation	4,539		3,808
Inventory	4,092		1,069
Capitalized R&D costs	16,784		13,753
Lease liabilities	8,802		9,093
Other deferred tax assets	653		497
Non deductible interest - 163(j)	3,839		—
Accrual and reserves	5,107		1,876
Gross deferred tax assets	209,040		123,872
Less: valuation allowances	(177,108)		(118,663)
Total deferred tax assets	31,932		5,209
Deferred tax liabilities:
Right-of-use assets	(3,927)		(3,970)
Depreciation	(1,474)		(1,137)
Amortization acquired intangibles	(26,702)		(831)
Other deferred tax liabilities	(273)		(71)
Total deferred tax liabilities	(32,376)		(6,009)
Net deferred tax liabilities	$	(444)	$	(800)

The change in the Company's valuation allowance was as follows (in thousands):

	2025		2024
Balance at December 31 of prior year	$	118,663	$	110,082
Change in valuation allowance	58,445		8,581
Balance at December 31	$	177,108	$	118,663

The increase in the valuation allowance during the year ended December 31, 2025 was primarily due to U.S. operating losses incurred. The increase was partially offset by the release of a portion of the valuation allocation related to taxable temporary differences recorded as part of the Emission and Akoya acquisitions. These temporary differences are treated as a source of income for pre-existing U.S. federal and state deferred tax assets.

In determining the need for a valuation allowance, the Company considers the cumulative book income and loss positions of each of its entities, as well as its worldwide cumulative loss position. The Company has assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carry back net operating losses (“NOLs”), the existence of reversing taxable temporary differences, the availability of tax planning strategies, and forecasted future taxable income. At December 31, 2025, the Company maintained a full valuation allowance against its worldwide net deferred tax assets, as it concluded that it was more likely than not that the deferred assets will not be utilized.

Tax Attributes

As of December 31, 2025, the Company had U.S. federal NOLs of approximately $597.7 million. U.S. federal NOLs generated through December 31, 2017 of approximately $111.1 million expire at various dates through 2037, and U.S. federal NOLs generated after December 31, 2017 of approximately $486.6 million do not expire. As of December 31, 2025, the Company had U.S. federal tax credit carryforwards of approximately $13.2 million that expire at various dates through 2045.

As of December 31, 2025, the Company had $374.4 million of state NOLs, approximately $348.4 million of which expire at various dates through 2045, and approximately $26.0 million of which do not expire. As of December 31, 2025, the Company had U.S. state tax credit carryforwards of approximately $6.6 million that expire at various dates through 2040.

Under Sections 382 and 383 of the U.S. Internal Revenue Code, if a corporation undergoes an ownership change, the corporation’s ability to use its pre-ownership change NOLs and other pre-ownership change tax attributes, such as research tax credits, to offset its post-change income and taxes may be limited. Generally, an ownership change occurs if there is a cumulative change in an entity’s ownership by 5% stockholders that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under U.S. state tax laws. Under the Tax Cuts and Jobs Act of 2017 (“TCJA”), the use of federal NOLs arising in taxable years beginning after December 31, 2017 is limited to 80% of current year taxable income and NOLs arising in taxable years ending after December 31, 2017 may not be carried back (though any such NOLs may be carried forward indefinitely).

The Company may have experienced an ownership change in the past and may experience ownership changes in the future as a result of future transactions in its share capital, some of which may be outside of the control of the Company. As a result, if the Company earns net taxable income, its ability to use its pre-ownership change NOLs, or other pre-ownership change tax attributes, to offset U.S. federal and state taxable income and taxes may be subject to significant limitations. As of December 31, 2025, the Company has not completed a Section 382 analysis.

Unrecognized Tax Benefits

Liabilities for unrecognized tax benefits related to uncertain tax positions are classified as other unrecognized tax benefits. These unrecognized benefits are reviewed on an ongoing basis and are adjusted for changing facts and circumstances, including management’s judgment in the interpretation of applicable tax law, regulation of tax rulings, the progress of tax audits, and the closing of statute of limitations.

For the year ended December 31, 2025, the Company increased its gross unrecognized tax benefits $9.8 million, primarily due to tax benefits relating to federal and state research and development tax credits. These unrecognized tax benefits were related to tax positions taken by Akoya in prior years. The unrecognized tax benefits were recorded as a

reduction to the related deferred tax asset. If recognized in the future, the entire $9.8 million would not impact the Company's effective tax rate due to the current valuation allowance recorded. As a result, it is estimated that any future release would increase the valuation allowance and not generate an income rate benefit. Prior to 2025, the Company did not have any unrecognized tax benefits.

At December 31, 2025, the Company had no accrued interest or penalties related to uncertain tax positions. Interest and penalty charges, if any, would be classified as income tax benefit (expense) in the Consolidated Statements of Operations.

Other Tax Disclosures

The Company is subject to taxation in the United States as well as the Netherlands, Sweden, China, and the United Kingdom. At December 31, 2025, the Company is generally no longer subject to examination by taxing authorities in the United States for years prior to 2022. However, NOLs and tax credits in the United States may be subject to adjustments by taxing authorities in future years in which they are utilized. The Company’s foreign subsidiaries remain open to examination by taxing authorities from 2018 onward.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. These changes are reflected in our results for the year ended December 31, 2025 and did not have a material impact.

Cash Paid for Taxes

The following table summarizes income taxes paid in 2025 (in thousands):

	Year Ended December 31, 2025
U.S. state
Massachusetts	$	—
Other states	44
Foreign
Sweden	1,220
Other foreign jurisdictions	140
Total income taxes paid	$	1,404

Cash paid for taxes for the years ended December 31, 2024 and 2023 was $0.9 million and $0.8 million, respectively.