Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

16. Income Taxes

During the years ended December 31, 2023 and 2022, the Company recorded no current or deferred income tax expenses or benefits as the Company has incurred losses since inception and has provided a full valuation allowance against its deferred tax assets. The Company has recorded a current state income tax expense for Massachusetts in the amount of less than $0.1 million for the years ended December 31, 2023 and 2022.

A reconciliation of the expected income tax benefit computed using the federal statutory income tax rate to the Company’s effective income tax rate is as follows for the years ended December 31, 2023 and 2022:

	Year Ended December 31,
	2023			2022
Income tax computed at federal statutory rate %		21.0	%		21.0	%
State taxes, net of federal benefit		2.1	%		5.6	%
Share based compensation		-3.5	%		-1.7	%
Change in valuation allowance		-19.3	%		-26.6	%
Change in state apportionment		0.0	%		-0.1	%
Provision to tax return differences		-3.0	%		-0.4	%
Research and development credit carryovers		3.0	%		1.7	%
Permanent differences		-0.3	%		0.5	%
Effective income tax rate %		0.0	%		0.0	%

The Company's effective tax rate was 0% for the years ended December 31, 2023 and 2022, as a result of the valuation allowance that eliminates the company's net deferred tax assets.

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. Significant components of the Company’s net deferred tax assets as of December 31, 2023 and 2022 are as follows (in thousands):

	Year Ended December 31,
	2023			2022
Deferred tax assets:
Net operating losses	$	67,569		$	13,108
Tax credit carryforwards		10,689			3,674
Derivative		1,319			1,455
Stock-based compensation		3,204			2,645
Reserves and accruals		1,156			1,105
Capitalized research expenditures		23,423			20,059
License fees		13,555			14,235
Operating lease liability		3,996			5,107
Deferred revenue		2,027			—
Intangibles		—			69
Other		183			29
Total gross deferred tax assets before valuation allowance		127,121			61,486
Less: valuation allowance		(119,504	)		(57,812	)
Total deferred tax assets	$	7,617		$	3,674
Deferred tax liabilities:
Operating lease ROU assets		(3,459	)		(3,674	)
Intangibles		(6,322	)		—
Total deferred tax liabilities		(9,781	)		(3,674	)
Net deferred tax liabilities	$	(2,164	)	$	—

As of December 31, 2023, the Company's federal and state net operating losses in the United States were $56.4 million ($268.5 million before tax) and $11.2 million ($167.4 million before tax) respectively. The federal net operating loss carryforward generated in the United States after tax year 2017 can be carried forward indefinitely but may be subject to annual usage limitations to the extent certain substantial changes in the entity's ownership occur. The federal net operating loss carryforward relating to tax years prior to 2017 of $5.9 million ($28.3 million before tax), acquired with Apexigen, begin to expire in 2033. The state net operating loss carryforwards begin expiring in 2035. In addition, as of December 31, 2023, the Company had $7.8 million and $3.6 million of federal and state credit carryovers which begin to expire in 2030. These loss and credit carryforwards are subject to review and possible adjustment by the relevant taxing authorities.

The Company assesses the realizability of the deferred tax assets at each balance sheet based on the available positive and negative evidence in order to determine the amount which is more likely than not to be realized and records a valuation allowance as necessary. Due to the Company's cumulative loss position which provides significant negative evidence, which is difficult to overcome, the Company has recorded a valuation allowance of $119.5 million as of December 31, 2023, representing the portion of the deferred tax asset that is not more likely than not to be realized. For the years ended December 31, 2023 and 2022, the valuation allowance for deferred tax assets increased by $61.7 million and $32.1 million, respectively. The amount of the deferred tax asset considered realizable, could be adjusted for future factors that would impact the assessment of the objective and subjective evidence. The Company will continue to assess the realizability of deferred tax assets at each balance sheet date in order to determine the proper amount, if any, required for a valuation allowance.

The U.S. tax attributes may be subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986 (the “Code”), and similar state provisions if the Company experiences one or more ownership changes, which would limit the amount of the tax attributes that can be utilized to offset future taxable income. In general, an ownership change as defined by Section 382, results from the transactions increasing ownership of certain stockholders or public groups in the stock of the corporation of more than fifty percentage points over a three-year period. If a change in ownership occurs in the future, the net operating loss and research and development credit carryforwards could be eliminated or restricted. If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate.

The Company is subject to tax and will continue to file federal income tax returns in the United States as well as in certain state and local jurisdictions. The Company is subject to tax examinations for tax years ended December 31, 2020 and forward in all applicable income tax jurisdictions. Tax audits and examinations can involve complex issues, interpretations and judgments. The resolution of matters may span multiple years particularly if subject to litigation or negotiation. The Company believes that it has appropriately recorded its tax position using reasonable estimates and assumptions, however the potential tax benefits may impact the results of operations or cashflows in the period of resolution, settlement, or when the statutes of limitations expire. The Company has recorded reserves related to unrecognized tax benefits on historical positions taken by Apexigen in periods before the merger. No interest or penalties have been calculated on the reserves for unrecognized tax benefits due to taxable losses in the years in which the benefits were recorded. The Company does not believe that it is reasonably possible that the resolution of tax exposures within the next twelve months would have a material impact on the consolidated financial statements as of December 31, 2023.

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

	Year Ended December 31,
	2023		2022
Gross unrecognized tax benefit at January 1	$	—	$	—
Additions for positions taken during a prior period		2,003		—
Gross unrecognized tax benefit at December 31	$	2,003	$	—