0001493152-23-016480 | 10-Q | XBRL Viewer

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Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2023	May 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-41184
Entity Registrant Name	ZYVERSA THERAPEUTICS, INC.
Entity Central Index Key	0001859007
Entity Tax Identification Number	86-2685744
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2200 N. Commerce Parkway
Entity Address, Address Line Two	Suite 208
Entity Address, City or Town	Weston
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33326
City Area Code	(754)
Local Phone Number	231-1688
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	ZVSA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		20,225,263

Condensed Consolidated Balance Sheets - USD ($)	3 Months Ended	12 Months Ended
Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Successor
Current Assets:
Cash	$ 1,278,073	$ 5,902,199
Prepaid expenses and other current assets	1,321,551	225,347
Vendor deposits	235,000	235,000
Total Current Assets	2,834,624	6,362,546
Equipment, net	14,733	17,333
In-process research and development	100,086,329	100,086,329
Goodwill	11,895,033	11,895,033
Security deposit	46,659	46,659
Operating lease right-of-use asset	76,324	98,371
Total Assets	114,953,702	118,506,271
Current Liabilities:
Accounts payable	6,381,086	6,025,645
Accrued expenses and other current liabilities	2,112,812	2,053,559
Operating lease liability	84,507	108,756
Total Current Liabilities	8,578,405	8,187,960
Deferred tax liability	9,276,932	10,323,983
Total Liabilities	17,855,337	18,511,943
Commitments and contingencies (Note 7)
Redeemable common stock, subject to possible redemption		331,331
Stockholders’ Equity:
Common stock, value	922	902
Additional paid-in-capital	105,562,569	104,583,271
Accumulated deficit	(8,465,128)	(4,921,178)
Total Stockholders’ Equity	97,098,365	99,662,997
Total Liabilities, Temporary Equity and Stockholders’ Equity	114,953,702	118,506,271
Series A Preferred Stock [Member]
Stockholders’ Equity:
Preferred stock, value	1	1
Series B Preferred Stock [Member]
Stockholders’ Equity:
Preferred stock, value	$ 1	$ 1

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Successor
Temporary equity, shares outstanding	0	65,783
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	110,000,000	110,000,000
Common stock, shares issued	9,211,922	9,016,139
Common stock, shares outstanding	9,211,922	9,016,139
Series A Preferred Stock [Member]
Preferred stock, shares authorized	8,635	8,635
Preferred stock, shares issued	8,635	8,635
Preferred stock, shares outstanding	8,635	8,635
Series B Preferred Stock [Member]
Preferred stock, shares authorized	5,062	5,062
Preferred stock, shares issued	5,062	5,062
Preferred stock, shares outstanding	5,062	5,062

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor
Operating Expenses:
Research and development	$ 1,055,943
General and administrative	3,536,136
Total Operating Expenses	4,592,079
Loss From Operations	(4,592,079)
Other (Income) Expense:
Interest (income) expense	(1,078)
Change in fair value of derivative liabilities
Pre-Tax Net Loss	(4,591,001)
Income tax benefit	1,047,051
Net Loss	$ (3,543,950)
Net Loss Per Share
- Basic and Diluted	$ (0.39)
Weighted Average Number of Common Shares Outstanding
- Basic and Diluted	9,128,488
Predecessor [Member]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor
Operating Expenses:
Research and development		$ 1,066,962
General and administrative		2,301,369
Total Operating Expenses		3,368,331
Loss From Operations		(3,368,331)
Other (Income) Expense:
Interest (income) expense		168,064
Change in fair value of derivative liabilities		212,100
Pre-Tax Net Loss		(3,748,495)
Income tax benefit
Net Loss		$ (3,748,495)
Net Loss Per Share
- Basic and Diluted		$ (0.16)
Weighted Average Number of Common Shares Outstanding
- Basic and Diluted		24,167,257

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficiency) (Unaudited) - USD ($)

Total

Predecessor [Member]

Preferred Stock [Member]

Series A Preferred Stock [Member]

Preferred Stock [Member]

Series A Preferred Stock [Member]

Predecessor [Member]

Preferred Stock [Member]

Series B Preferred Stock [Member]

Common Stock [Member]

Predecessor [Member]

Additional Paid-in Capital [Member]

Predecessor [Member]

Retained Earnings [Member]

Predecessor [Member]

Balance at Dec. 31, 2021

$ (12,831,466)

$ 242

$ 40,065,109

$ (52,896,817)

Balance, shares at Dec. 31, 2021

24,167,257

Financial Designation, Predecessor and Successor [Fixed List]

Predecessor

Stock-based compensation

$ 1,941,746

1,941,746

Net loss

(3,748,495)

Issuance of preferred stock in private placement

^[1]

393,301

$ 1

393,300

Issuance of preferred stock in private placement, shares

^[1]

133,541

Balance at Mar. 31, 2022

(14,244,914)

$ 1

$ 242

42,400,155

(56,645,312)

Balance, shares at Mar. 31, 2022

133,541

24,167,257

Balance at Dec. 31, 2021

$ (12,831,466)

$ 242

$ 40,065,109

$ (52,896,817)

Balance, shares at Dec. 31, 2021

24,167,257

Financial Designation, Predecessor and Successor [Fixed List]

Successor

Balance at Dec. 31, 2022

$ 99,662,997

$ 1

$ 902

$ 104,583,271

$ (4,921,178)

Balance, shares at Dec. 31, 2022

8,635

5,062

9,016,139

Financial Designation, Predecessor and Successor [Fixed List]

Successor

Reclassification of formerly redeemable common stock

$ 331,331

$ 7

331,324

Reclassification of formerly redeemable common stock, shares

65,783

Issuance of common stock pursuant to vendor agreements

395,200

$ 13

395,187

Issuance of common stock pursuant to vendor agreements, shares

130,000

Registration costs associated with preferred stock issuance

(34,674)

Stock-based compensation

287,461

Net loss

(3,543,950)

Balance at Mar. 31, 2023

$ 97,098,365

$ 1

$ 922

$ 105,562,569

$ (8,465,128)

Balance, shares at Mar. 31, 2023

8,635

5,062

9,211,922

[1]	Includes gross proceeds of $419,320 less issuance costs of $26,019

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficiency) (Unaudited) (Parenthetical) - Predecessor [Member]	3 Months Ended
	Mar. 31, 2022 USD ($)
Gross proceeds	$ 419,320
Issuance costs	$ 26,019

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Cash Flows From Operating Activities:
Net loss	$ (3,543,950)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	287,461
Amortization of debt discount
Change in fair value of derivative liability
Depreciation of fixed assets	2,600
Non-cash rent expense	22,047
Deferred tax benefit	(1,047,051)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(701,004)
Vendor deposits
Accounts payable	355,441
Operating lease liability	(24,249)
Accrued expenses and other current liabilities	59,253
Net Cash Used In Operating Activities	(4,589,452)
Cash Flows From Financing Activities:
Proceeds from issuance of preferred stock in private placement
Registration and issuance costs associated with preferred stock issuance	(34,674)
Net Cash (Used In) Provided By Financing Activities	(34,674)
Net (Decrease) Increase in Cash	(4,624,126)
Cash - Beginning of Period	5,902,199
Cash - End of Period	1,278,073		$ 5,902,199
Supplemental Disclosures of Cash Flow Information:
Reclassification of formerly redeemable common stock	331,331
Issuance of common stock pursuant to vendor agreements	395,200
Recognition of ROU asset and lease liability upon adoption of ASC 842
Predecessor [Member]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor
Cash Flows From Operating Activities:
Net loss		$ (3,748,495)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		1,941,746
Amortization of debt discount		32,184
Change in fair value of derivative liability		212,100
Depreciation of fixed assets		2,600
Non-cash rent expense		20,580
Deferred tax benefit
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(420,363)
Vendor deposits		60,000
Accounts payable		1,234,577
Operating lease liability		(22,027)
Accrued expenses and other current liabilities		313,148
Net Cash Used In Operating Activities		(373,950)
Cash Flows From Financing Activities:
Proceeds from issuance of preferred stock in private placement		419,319
Registration and issuance costs associated with preferred stock issuance		(26,019)
Net Cash (Used In) Provided By Financing Activities		393,300
Net (Decrease) Increase in Cash		19,350
Cash - Beginning of Period		328,581	$ 328,581
Cash - End of Period		347,931
Supplemental Disclosures of Cash Flow Information:
Reclassification of formerly redeemable common stock
Issuance of common stock pursuant to vendor agreements
Recognition of ROU asset and lease liability upon adoption of ASC 842		$ 182,732

Business Organization, Nature of Operations and Basis of Presentation

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Organization, Nature of Operations and Basis of Presentation

Note 1 – Business Organization, Nature of Operations and Basis of Presentation

Organization and Operations

Larkspur Health Acquisition Corp. (“Larkspur”), a blank-check special purpose acquisition company, was incorporated in Delaware on March 17, 2021. On December 12, 2022, Larkspur consummated the Business Combination (as defined below) with ZyVersa Therapeutics, Inc. (“Predecessor”) which was incorporated in the State of Florida on March 11, 2014 as Variant Pharmaceuticals, Inc. Pursuant to the terms of the Business Combination Agreement (the “Business Combination Agreement”) (and upon all other conditions of the Business Combination Agreement being satisfied or waived), on the date of the consummation (the “Closing Date”) of the Business Combination and transactions contemplated thereby (the “Business Combination”), Larkspur (“New Parent”) changed its name to ZyVersa Therapeutics, Inc. and the Predecessor changed its name to ZyVersa Therapeutics Operating, Inc. (the “Operating Company”) after merging with a subsidiary of the New Parent, with the Operating Company being the surviving entity, which resulted in it being incorporated in Delaware and it being a wholly-owned subsidiary of the New Parent (collectively the “Successor”). References to the “Company” or “ZyVersa” refer to the Successor for the three months ended March 31, 2023, and to the Predecessor for the three months ended March 31, 2022.

ZyVersa is a clinical stage biopharmaceutical company leveraging proprietary technologies to develop first-in-class drugs for patients with chronic renal or inflammatory diseases with high unmet medical needs. The Company’s mission is to develop drugs that optimize health outcomes and improve patients’ quality of life.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of March 31, 2023 and for the three months ended March 31, 2023 and 2022. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023.

The accompanying unaudited condensed consolidated financial statements have been derived from the accounting records of the Company and its consolidated subsidiaries. As a result of the Business Combination, for accounting purposes, Larkspur Health Acquisition Corp. was the acquirer and ZyVersa Therapeutics, Inc. was the acquiree and accounting predecessor. Therefore, the financial statement presentation includes the financial statements of the Predecessor for the periods prior to December 13, 2022 and the Successor for the periods including and after December 13, 2022, including the consolidation of ZyVersa Therapeutics Operating, Inc. All significant intercompany balances have been eliminated in the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the accounting rules and regulations of the SEC.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Going Concern and Management’s Plans

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern and Management’s Plans

Note 2 - Going Concern and Management’s Plans

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

As of March 31, 2023, the Company had cash of approximately $1.3 million and a working capital deficit of approximately $5.7 million. During the three months ended March 31, 2023, the Company incurred a net loss of approximately $3.5 million and used cash in operations of approximately $4.6 million. The Company has an accumulated deficit of approximately $8.5 million as of March 31, 2023.

The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. It is expected that its research and development and general and administrative expenses will continue to increase and, as a result, the Company will eventually need to generate significant product revenues to achieve profitability.

Consequently, the Company will be required to raise additional funds through equity or debt financing. Management believes that the Company has access to capital resources and continues to evaluate additional financing opportunities; however, and there can be no assurance that it will be successful in securing additional capital or that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its development initiatives or attain profitable operations. The aforementioned conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these financial statements.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 – Summary of Significant Accounting Policies

Since the date the Company’s December 31, 2022 financial statements were issued in its 2022 Annual Report on Form 10-K, there have been no material changes to the Company’s significant accounting policies.

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the amounts disclosed in the related notes to the financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, fair value calculations for equity securities, derivative liabilities, share based compensation and acquired intangible assets, as well as establishment of valuation allowances for deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that actual results could differ from those estimates.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and dilutive common-equivalent shares outstanding during each period.

The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to do so would be anti-dilutive:

FinancialDesignationPredecessorAndSuccessorFixedList	2023			2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor			Predecessor
	Successor			Predecessor
	For the Three			For the Three
	Months Ended			Months Ended
	March 31,			March 31,
	2023			2022
Predecessor warrants ^[1]		-			2,154,352
Successor warrants ^{[1] [5]}		8,628,695			-
Predecessor options		-			9,947,968
Successor options		2,106,235			-
Successor Series A Convertible Preferred Stock		863,500	⁽³⁾		-
Successor Series B Convertible Preferred Stock		506,264	⁽⁴⁾		-
Predecessor convertible notes payable ^[2]		-			3,726,571
Total potentially dilutive shares		12,104,694			15,828,891

[1]

As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 Predecessor or 119,125 Successor shares of common stock are to be issued upon the satisfaction of certain milestones and, accordingly, are not included in the amount currently reported. See Note 7 - Commitments and Contingencies - License Agreements for details.

[2]

The Company’s convertible notes payable have embedded conversion options that result in the automatic issuance of common stock upon the consummation of certain qualifying transactions. The conversion price is a function of the implied common stock price associated with the qualifying transaction. For the purpose of disclosing the potentially dilutive securities in the table above, we used the number of shares of common stock issuable if a qualifying transaction occurred with an implied common stock price equal to the fair value of the common stock of $3.00 per share as of March 31, 2022.

[3]

Does not include an additional 3,454,000 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price of $2.00 per share.

[4]

Does not include an additional 216,970 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price of $7.00 per share.

[5]

Does not include an additional 3,454,000 shares if the Successor Series A warrant exercise price resets to its floor price of $2.00 per share.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Segment Reporting

The Company operates and manages its business as one reportable and operating segment. All assets and operations are in the U.S. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.

Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Note 4 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of March 31, 2023 and December 31, 2022:

	March 31,		December 31,
	2023		2022
L&F milestone payment liability	$	500,000	$	1,500,000
L&F Note ^[1]		-		(351,579	)

L&F, net		500,000		1,148,421
Payroll accrual		291,552		584,226
Other accrued expenses		51,968		214,229
Federal income tax payable		106,683		106,683
Bonus accrual		764,590		-
Registration delay liability ^[2]		398,019		-
Total accrued expenses and other current liabilities	$	2,112,812	$	2,053,559

[1]

See Note 7 – Commitments and Contingencies for details of the forgiveness of the L&F Note.

[2]

See Note 8 – Stockholders’ Permanent and Temporary Equity for details of the registration delay liability.

Derivative Liabilities

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

Note 5 – Derivative Liabilities

As of January 1, 2022, the Company had Level 3 derivative liabilities that were measured at fair value at issuance, related to the redemption features and put options of certain convertible notes. The redemption features were valued using a combination of a discounted cash flow and a Black-Scholes valuation technique. There were no derivative liabilities as of March 31, 2023 or December 31, 2022.

During the three months ended March 31, 2022, the Predecessor recorded a gain on the change in the fair value of the derivative liabilities of $212,100.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Income Taxes

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 6 – Income Taxes

Income tax expense and the effective tax rate were as follows:

Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor

Successor Predecessor

For the Three For the Three

Months Ended Months Ended

March 31, March 31,

(in thousands) 2023 2022

Income tax benefit $ 1,047,051 $ -

Effective tax rate 22.81 % 0.00 %

The tax provisions for the three months ended March 31, 2023 and 2022 were computed using the estimated effective tax rates applicable to the taxable jurisdictions for the full year. The Company’s tax rate is subject to management’s quarterly review and revision, as necessary. The Company’s effective tax rate was 22.81% and 0.0% for the three months ended March 31, 2023 and 2022. The increase in the quarterly rates is primarily the result of changes in its valuation allowance. As of March 31, 2022, the Company recorded a full valuation allowance due to historical and projected losses. As of March 31, 2023, the Company did not record a valuation allowance due to a significant deferred tax liability being established in connection with the Business Combination on December 12, 2022 which is a source of future taxable income to realize its net deferred tax assets.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 14
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 21
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Paragraph 17
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-Publisher FASB
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-Subparagraph (SAB TOPIC 6.I.5.Q1)
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-Topic 740
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-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 7 – Commitments and Contingencies

Litigations, Claims and Assessments

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records contingent liabilities resulting from such claims, if any, when a loss is assessed to be probable and the amount of the loss is reasonably estimable.

License Agreements

L&F Research LLC

On February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waives L&F’s right to terminate the L&F License or any other remedies, for non-payment of the First Milestone Payment, until (a) March 31, 2023 as to $1,000,000 of such milestone payments (“Waiver A”) and (b) January 31, 2024 as to $500,000 milestone payments (“Waiver B”). Waiver A is contingent upon (i) forgiveness by the Company of $351,579 in aggregate principal amount outstanding under a certain convertible note, and (ii) a cash payment by the Company to L&F in the amount of $648,421, on or before March 31, 2023. Waiver B is contingent upon a cash payment by the Company to L&F in the amount of $500,000 on or before the earlier of (x) January 31, 2024, and (y) ten business days from the date that the Company receives net proceeds of at least $30,000,000 from the issuance of new equity capital. All other terms of the L&F License remain in effect.

On March 29, 2023, the Company forgave $351,579 in aggregate principal amount outstanding on a certain note and paid $648,421 of cash to L&F, thus meeting the conditions of Waiver A. L&F’s put option expired upon meeting the Waiver A conditions, which resulted in a reclassification of 65,783 shares of common stock and $331,331 classified as temporary equity to permanent equity.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Operating Leases

On January 18, 2019, the Predecessor entered into a lease agreement for approximately 3,500 square feet of office space in Weston, Florida for a term of five years. Under the lease agreement, the annual base rent, which excludes the Predecessor’s share of taxes and operating costs, is approximately $89,000 for the first year and increases approximately 3% every year thereafter for a total base rent lease commitment of approximately $497,000.

The Successor recognized right-of-use asset amortization of $38,415 in connection with its operating lease for the three months ending March 31, 2023 and the Predecessor recognized rent expense of $38,141 in connection with its operating lease for the three months ending March 31, 2022.

A summary of the Company’s right-of-use assets and liabilities is as follows:

	Successor			Predecessor
	For the Three			For the Three
	Months Ended			Months Ended
	March 31,			March 31,
	2023			2022

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating activities	$	24,248		$	22,028

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	-		$	-

Weighted Average Remaining Lease Term
Operating leases		0.84 Years			1.84 Years

Weighted Average Discount Rate
Operating leases		6.5	%		6.5	%

Future minimum payments under these operating lease agreements are as follows:

	Amount

April 1, 2023 to December 31, 2023	$	87,054
Less: amount representing imputed interest		(2,547	)
Total	$	84,507

Stockholders’ Permanent and Temporary Equity

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Stockholders’ Permanent and Temporary Equity

Note 8 – Stockholders’ Permanent and Temporary Equity

Common Stock

During the three months ended March 31, 2023, the Company entered into marketing agreements with two vendors in which the Company issued an aggregate of 130,000 shares of common stock and cash in exchange for marketing services. The $395,200 fair value of the common stock was established as a prepaid expense and the Company will recognize the expense over the terms of the contracts.

Temporary Equity

See Note 7 – Commitments and Contingencies for discussion of the movement of temporary equity to permanent equity on March 29, 2023.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Stock-Based Compensation

For the three months ended March 31, 2023 the Successor recorded stock-based compensation expense of $287,461 (of which, $49,455 was included in research and development and $238,006 was included in general and administrative expense) related to options issued to employees and consultants. For the three months ended March 31, 2022, the Predecessor recorded stock-based compensation expense of $1,941,746 (of which $307,838 was included in research and development and $1,633,908 was included in general and administrative expense) related to options issued to employees and consultants. As of March 31, 2023 there was $1,595,639 of unrecognized stock-based compensation expense, which the Company expects to recognize over a weighted average period of 1.6 years.

Stock Options

On January 27, 2023, the Company granted ten-year stock options to purchase 100,000 shares of Successor common stock, with an aggregate grant date value of $184,426 to its newly appointed Chief Medical Officer and Senior Vice President of Medical Affairs as inducement for entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4) under the 2022 Plan. The stock options vest annually over three years and have an exercise price of $2.11 per share.

On March 10, 2023, the Company granted ten-year stock options to purchase 13,000 shares of Successor common stock to employees of the Company under the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”). The stock options have an aggregate grant date value of $23,770, vest annually over three years and have an exercise price of $2.26 per share. Of the 13,000 shares, 5,000 shares were issued to the son of an Executive Officer of the Company.

The grant date fair value of stock options granted during the three months ended March 31, 2023 and 2022 was determined using the Black Scholes method, with the following assumptions used:

Schedule of Stock Options Granted

	Successor		Predecessor
	Successor		Predecessor
	For the Three		For the Three
	Months Ended		Months Ended
	March 31,		March 31,
	2023		2022
Fair value of common stock on date of grant		$2.11 - $2.23		$3.00
Risk free interest rate		3.53% - 4.27%		1.68% - 2.42%
Expected term (years)		6.00		3.53 - 6.00
Expected volatility		120% - 122%		111% - 119%
Expected dividends		0.00%		0.00%

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

A summary of the option activity for the three months ended March 31, 2023 is presented below:

Schedule of Stock Option Activity

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Life		Intrinsic
	Options		Price		In Years		Value

Outstanding, January 1, 2023		1,993,235	$	10.81
Granted		113,000		2.13
Exercised		-		-
Forfeited		-		-
Outstanding, March 31, 2023		2,106,235	$	10.35		5.6	$	-

Exercisable, March 31, 2023		1,783,531	$	10.18		5.3	$	-

The following table presents information related to stock options as of March 31, 2023:

Options Outstanding				Options Exercisable
				Weighted
		Outstanding		Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Options		In Years		Options
$	2.11		100,000		-		-
$	2.26		13,000		-		-
$	5.03		662,887		2.8		662,887
$	11.33		12,186		9.3		12,186
$	11.58		728,430		6.0		723,576
$	16.36		589,732		8.1		384,882
			2,106,235		5.3		1,783,531

Effectiveness Failure

In connection with the Business Combination, the Company issued 8,635 shares of Series A Convertible Preferred Stock (the “PIPE Shares”), and common stock purchase warrants (each, a “PIPE Warrant”) to purchase 863,500 shares of Common Stock, at a purchase price of $1,000 per share and warrant, for an aggregate purchase price of $8,635,000 (the “PIPE Investment”) pursuant to subscription agreements dated July 20, 2022 (collectively, the “PIPE Subscription Agreements”). On or about February 20, 2023, the Company failed to have the SEC declare a registration statement effective (the “Effectiveness Failure”) which covered the Private Investment in Public Equity (“PIPE”) registrable securities within the time period prescribed by the PIPE Securities Purchase Agreement (the “SPA”). The SPA entitles the PIPE investors to receive Registration Delay Payments equal to 1.5% of each investor’s purchase price on the date of the Effectiveness Failure and every thirty days thereafter that the Effectiveness Failure persists. Failure to make the Registration Delay Payments on a timely basis result in the accrual of interest at the rate of 2.0% per month. As of the filing date, the Company expects to have to make Registration Delay Payments of approximately $398,000 in the aggregate prior to curing the Effectiveness Failure.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 10 – Subsequent Events

Equity Offering

On April 28, 2023, the Company completed an offering of 11,015,500 shares of common stock and warrants to purchase 11,015,500 shares of common stock for gross proceeds of $11.0 million (the “Registered Offering”). Each share of common stock was sold together with a five-year warrant to purchase one share of common stock at an exercise price of $1.00 per share, which was exercisable upon issuance. Total issuance costs were $0.5 million, including $0.4 million of placement fees.

As a result of the Registered Offering, the conversion price of the 5,062 shares of the Successor Series B Preferred Stock issued in connection with the Business Combination reset to its floor price of $7.00 per share and the exercise price of the PIPE Warrants to purchase 863,500 shares of common stock that were issued to participants in the original PIPE financing reset to their floor price of $2.00 per share, while becoming exercisable for 4,317,500 shares of common stock.

Redemption of PIPE Shares

The proceeds from the Registered Offering were used to redeem substantially all of the original PIPE Shares for a purchase price of $10.1 million, which included a 20% premium of $1.7 million pursuant to the Certificate of Designation governing the PIPE Shares and $0.4 million in payments for the Effectiveness Failure. The remaining PIPE Shares of approximately $0.2 million, not redeemed with the proceeds of the Registered Offering, were reset to the floor conversion price of $2.00 per share of common stock.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Use of Estimates

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Net Loss Per Common Share

Net Loss Per Common Share

The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to do so would be anti-dilutive:

FinancialDesignationPredecessorAndSuccessorFixedList	2023			2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor			Predecessor
	Successor			Predecessor
	For the Three			For the Three
	Months Ended			Months Ended
	March 31,			March 31,
	2023			2022
Predecessor warrants ^[1]		-			2,154,352
Successor warrants ^{[1] [5]}		8,628,695			-
Predecessor options		-			9,947,968
Successor options		2,106,235			-
Successor Series A Convertible Preferred Stock		863,500	⁽³⁾		-
Successor Series B Convertible Preferred Stock		506,264	⁽⁴⁾		-
Predecessor convertible notes payable ^[2]		-			3,726,571
Total potentially dilutive shares		12,104,694			15,828,891

[1]

[2]

[3]

Does not include an additional 3,454,000 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price of $2.00 per share.

[4]

Does not include an additional 216,970 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price of $7.00 per share.

[5]

Does not include an additional 3,454,000 shares if the Successor Series A warrant exercise price resets to its floor price of $2.00 per share.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Segment Reporting

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share

The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to do so would be anti-dilutive:

FinancialDesignationPredecessorAndSuccessorFixedList	2023			2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor			Predecessor
	Successor			Predecessor
	For the Three			For the Three
	Months Ended			Months Ended
	March 31,			March 31,
	2023			2022
Predecessor warrants ^[1]		-			2,154,352
Successor warrants ^{[1] [5]}		8,628,695			-
Predecessor options		-			9,947,968
Successor options		2,106,235			-
Successor Series A Convertible Preferred Stock		863,500	⁽³⁾		-
Successor Series B Convertible Preferred Stock		506,264	⁽⁴⁾		-
Predecessor convertible notes payable ^[2]		-			3,726,571
Total potentially dilutive shares		12,104,694			15,828,891

[1]

[2]

[3]

Does not include an additional 3,454,000 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price of $2.00 per share.

[4]

Does not include an additional 216,970 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price of $7.00 per share.

[5]

Does not include an additional 3,454,000 shares if the Successor Series A warrant exercise price resets to its floor price of $2.00 per share.

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of March 31, 2023 and December 31, 2022:

	March 31,		December 31,
	2023		2022
L&F milestone payment liability	$	500,000	$	1,500,000
L&F Note ^[1]		-		(351,579	)

L&F, net		500,000		1,148,421
Payroll accrual		291,552		584,226
Other accrued expenses		51,968		214,229
Federal income tax payable		106,683		106,683
Bonus accrual		764,590		-
Registration delay liability ^[2]		398,019		-
Total accrued expenses and other current liabilities	$	2,112,812	$	2,053,559

[1]

See Note 7 – Commitments and Contingencies for details of the forgiveness of the L&F Note.

[2]

See Note 8 – Stockholders’ Permanent and Temporary Equity for details of the registration delay liability.

Income Taxes (Tables)

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Income Tax Expense and the Effective Tax Rate

Income tax expense and the effective tax rate were as follows:

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Right of Use Assets and Liabilities

A summary of the Company’s right-of-use assets and liabilities is as follows:

	Successor			Predecessor
	For the Three			For the Three
	Months Ended			Months Ended
	March 31,			March 31,
	2023			2022

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating activities	$	24,248		$	22,028

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	-		$	-

Weighted Average Remaining Lease Term
Operating leases		0.84 Years			1.84 Years

Weighted Average Discount Rate
Operating leases		6.5	%		6.5	%

Schedule of Future Minimum Payments Under Lease

Future minimum payments under these operating lease agreements are as follows:

	Amount

April 1, 2023 to December 31, 2023	$	87,054
Less: amount representing imputed interest		(2,547	)
Total	$	84,507

Stockholders’ Permanent and Temporary Equity (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Stock Options Granted

The grant date fair value of stock options granted during the three months ended March 31, 2023 and 2022 was determined using the Black Scholes method, with the following assumptions used:

Schedule of Stock Options Granted

	Successor		Predecessor
	Successor		Predecessor
	For the Three		For the Three
	Months Ended		Months Ended
	March 31,		March 31,
	2023		2022
Fair value of common stock on date of grant		$2.11 - $2.23		$3.00
Risk free interest rate		3.53% - 4.27%		1.68% - 2.42%
Expected term (years)		6.00		3.53 - 6.00
Expected volatility		120% - 122%		111% - 119%
Expected dividends		0.00%		0.00%

Schedule of Stock Option Activity

A summary of the option activity for the three months ended March 31, 2023 is presented below:

Schedule of Stock Option Activity

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
	Number of		Exercise		Life		Intrinsic
	Options		Price		In Years		Value

Outstanding, January 1, 2023		1,993,235	$	10.81
Granted		113,000		2.13
Exercised		-		-
Forfeited		-		-
Outstanding, March 31, 2023		2,106,235	$	10.35		5.6	$	-

Exercisable, March 31, 2023		1,783,531	$	10.18		5.3	$	-

Schedule of Information Related to Stock Options

The following table presents information related to stock options as of March 31, 2023:

Options Outstanding				Options Exercisable
				Weighted
		Outstanding		Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Options		In Years		Options
$	2.11		100,000		-		-
$	2.26		13,000		-		-
$	5.03		662,887		2.8		662,887
$	11.33		12,186		9.3		12,186
$	11.58		728,430		6.0		723,576
$	16.36		589,732		8.1		384,882
			2,106,235		5.3		1,783,531

Going Concern and Management’s Plans (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 1,278,073	$ 5,902,199
Working capital deficit	5,700,000
Net loss	3,543,950
Net cash used In operating activities	4,589,452
Accumulated deficit	$ 8,465,128	$ 4,921,178

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares

3 Months Ended

12 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Financial Designation, Predecessor and Successor [Fixed List]

Successor

Predecessor

Successor

Total potentially dilutive shares

12,104,694

Warrant [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[1]

Successor Warrant [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[1],[2]

8,628,695

Predecessor Option [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

Successor Option [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

2,106,235

Series A Convertible Preferred Stock [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[3]

863,500

Series B Convertible Preferred Stock [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[4]

506,264

Convertible Notes Payable [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[5]

Predecessor [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Financial Designation, Predecessor and Successor [Fixed List]

Predecessor

Total potentially dilutive shares

15,828,891

Predecessor [Member] | Warrant [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[1]

2,154,352

Predecessor [Member] | Successor Warrant [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[1],[2]

Predecessor [Member] | Predecessor Option [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

9,947,968

Predecessor [Member] | Successor Option [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

Predecessor [Member] | Series A Convertible Preferred Stock [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

Predecessor [Member] | Series B Convertible Preferred Stock [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

Predecessor [Member] | Convertible Notes Payable [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[5]

3,726,571

[1]	As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 Predecessor or 119,125Successor shares of common stock are to be issued upon the satisfaction of certain milestones and, accordingly, are not included in the amount currently reported. See Note 7 - Commitments and Contingencies - License Agreements for details.
[2]	Does not include an additional 3,454,000 shares if the Successor Series A warrant exercise price resets to its floor price of $2.00 per share.
[3]	Does not include an additional 3,454,000 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price of $2.00 per share.
[4]	Does not include an additional 216,970 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price of $7.00 per share.
[5]	The Company’s convertible notes payable have embedded conversion options that result in the automatic issuance of common stock upon the consummation of certain qualifying transactions. The conversion price is a function of the implied common stock price associated with the qualifying transaction. For the purpose of disclosing the potentially dilutive securities in the table above, we used the number of shares of common stock issuable if a qualifying transaction occurred with an implied common stock price equal to the fair value of the common stock of $3.00 per share as of March 31, 2022.

Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) (Parenthetical) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Fair value of common stock		$ 3.00
Series A Convertible Preferred Stock [Member]
Shares available for conversion	3,454,000
Conversion floor price	$ 2.00
Series B Convertible Preferred Stock [Member]
Shares available for conversion	216,970
Conversion floor price	$ 7.00
Series A Warrant Exercise [Member]
Shares available for conversion	3,454,000
Conversion floor price	$ 2.00
Inflamacore, LlC License Agreement [Member] \| Common Stock [Member]
Warrants to purchase common shares	119,125	600,000

Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)

Mar. 31, 2023

Dec. 31, 2022

Payables and Accruals [Abstract]

L&F milestone payment liability

$ 500,000

$ 1,500,000

L&F Note

^[1]

(351,579)

L&F, net

500,000

1,148,421

Payroll accrual

291,552

584,226

Other accrued expenses

51,968

214,229

Federal income tax payable

106,683

Bonus accrual

764,590

Registration delay liability

^[2]

398,019

Total accrued expenses and other current liabilities

$ 2,112,812

$ 2,053,559

[1]	See Note 7 – Commitments and Contingencies for details of the forgiveness of the L&F Note.
[2]	See Note 8 – Stockholders’ Permanent and Temporary Equity for details of the registration delay liability.

Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended
Derivative Liabilities (Details Narrative) - USD ($)	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Derivative [Line Items]
Derivative liabilities	$ 0		$ 0
Change in fair value of derivative liabilities
Predecessor [Member]
Derivative [Line Items]
Change in fair value of derivative liabilities		$ 212,100

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

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+ Details

Schedule of Income Tax Expense and the Effective Tax Rate (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
IncomeTax [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Income tax benefit	$ 1,047,051
Effective tax rate	22.81%
Predecessor [Member]
IncomeTax [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor
Income tax benefit
Effective tax rate		0.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income Taxes (Details Narrative)	3 Months Ended
Income Taxes (Details Narrative)	Mar. 31, 2023	Mar. 31, 2022
IncomeTax [Line Items]
Effective tax rate	22.81%
Predecessor [Member]
IncomeTax [Line Items]
Effective tax rate		0.00%

Commitments and Contingencies (Details Narrative)					3 Months Ended		12 Months Ended
Commitments and Contingencies (Details Narrative)	Mar. 29, 2023 USD ($) shares	Feb. 28, 2023 USD ($)	Feb. 20, 2023 USD ($)	Jan. 18, 2019 USD ($) ft²	Mar. 31, 2023 USD ($) shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($) shares
CommitmentsAndContingenciesLineItems [Line Items]
Milestone payment description		On February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waives L&F’s right to terminate the L&F License or any other remedies, for non-payment of the First Milestone Payment, until (a) March 31, 2023 as to $1,000,000 of such milestone payments (“Waiver A”) and (b) January 31, 2024 as to $500,000 milestone payments (“Waiver B”).
Cash payment			$ 398,000
Reclassification shares of common stock \| shares					0		65,783
Reclassification shares of common stock value classified as temporary to permanent equity							$ 331,331
Financial Designation, Predecessor and Successor [Fixed List]					Successor	Predecessor	Successor
Operating lease asset amortization					$ 38,415
Predecessor [Member]
CommitmentsAndContingenciesLineItems [Line Items]
Number of operating lease square feet \| ft²				3,500
Lease base rent				$ 89,000
Lease base rent lease commitment				$ 497,000
Financial Designation, Predecessor and Successor [Fixed List]						Predecessor
Operating lease rent expense						$ 38,141
License Agreement [Member] \| L&F Research LLC [Member] \| Waiver B [Member]
CommitmentsAndContingenciesLineItems [Line Items]
Net proceeds from issuance of equity capital		$ 30,000,000
License Agreement [Member] \| L&F Research LLC [Member] \| Waiver A [Member]
CommitmentsAndContingenciesLineItems [Line Items]
Reclassification shares of common stock \| shares	65,783
Reclassification shares of common stock value classified as temporary to permanent equity	$ 331,331
Waiver A [Member]
CommitmentsAndContingenciesLineItems [Line Items]
Debt forgiveness	351,579	351,579
Cash payment	$ 648,421	$ 648,421
Maturity date		Mar. 31, 2023
Waiver B [Member]
CommitmentsAndContingenciesLineItems [Line Items]
Cash payment		$ 500,000
Maturity date		Jan. 31, 2024

Schedule of Right of Use Assets and Liabilities (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
RightOfUseAssetsAndLiabilities [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Operating cash flows used in operating activities	$ 24,248
Operating leases
Weighted average remaining lease term	10 months 2 days
Weighted average discount rate	6.50%
Predecessor [Member]
RightOfUseAssetsAndLiabilities [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor
Operating cash flows used in operating activities		$ 22,028
Operating leases
Weighted average remaining lease term		1 year 10 months 2 days
Weighted average discount rate		6.50%

Schedule of Future Minimum Payments Under Lease (Details)	Mar. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
April 1, 2023 to December 31, 2023	$ 87,054
Less: amount representing imputed interest	(2,547)
Total	$ 84,507

Schedule of Stock Options Granted (Details) - $ / shares	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Predecessor	Successor
Expected term (years)	6 years
Expected dividends	0.00%
Predecessor [Member]
Financial Designation, Predecessor and Successor [Fixed List]		Predecessor
Fair value of common stock on date of grant		$ 3.00
Expected dividends		0.00%
Minimum [Member]
Fair value of common stock on date of grant	$ 2.11
Risk free interest rate	3.53%
Expected volatility	120.00%
Minimum [Member] \| Predecessor [Member]
Risk free interest rate		1.68%
Expected term (years)		3 years 6 months 10 days
Expected volatility		111.00%
Maximum [Member]
Fair value of common stock on date of grant	$ 2.23
Risk free interest rate	4.27%
Expected volatility	122.00%
Maximum [Member] \| Predecessor [Member]
Risk free interest rate		2.42%
Expected term (years)		6 years
Expected volatility		119.00%

Schedule of Stock Option Activity (Details)	3 Months Ended
Schedule of Stock Option Activity (Details)	Mar. 31, 2023 USD ($) $ / shares shares
Equity [Abstract]
Number of options, outstanding beginning balance \| shares	1,993,235
Weighted average exercise price, beginning balance \| $ / shares	$ 10.81
Number of options, granted \| shares	113,000
Weighted average exercise price, granted \| $ / shares	$ 2.13
Number of options, exercised \| shares
Weighted average exercise price, exercised \| $ / shares
Number of options, forfeited \| shares
Weighted average exercise price, forfeited \| $ / shares
Number of options, outstanding ending balance \| shares	2,106,235
Weighted average exercise price, ending balance \| $ / shares	$ 10.35
Weighted average remaining life in years, outstanding	5 years 7 months 6 days
Aggregate intrinsic value, ending balance \| $
Number of options, exercisable ending balance \| shares	1,783,531
Weighted average exercise price, Exercisable \| $ / shares	$ 10.18
Weighted average remaining life in years, exercisable	5 years 3 months 18 days
Aggregate intrinsic value, exercisable \| $

Schedule of Information Related to Stock Options (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 10, 2023	Jan. 27, 2023
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price		$ 2.26	$ 2.11
Options outstanding, Number of options	2,106,235	13,000	100,000
Options exercisable, Number of options	1,783,531
Options exercisable, weighted average remaining life in life	5 years 3 months 18 days
Exercise Price One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 2.11
Options outstanding, Number of options	100,000
Options exercisable, Number of options
Exercise Price Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 2.26
Options outstanding, Number of options	13,000
Options exercisable, Number of options
Exercise Price Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 5.03
Options outstanding, Number of options	662,887
Options exercisable, Number of options	662,887
Options exercisable, weighted average remaining life in life	2 years 9 months 18 days
Exercise Price Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 11.33
Options outstanding, Number of options	12,186
Options exercisable, Number of options	12,186
Options exercisable, weighted average remaining life in life	9 years 3 months 18 days
Exercise Price Five [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 11.58
Options outstanding, Number of options	728,430
Options exercisable, Number of options	723,576
Options exercisable, weighted average remaining life in life	6 years
Exercise Price Six [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 16.36
Options outstanding, Number of options	589,732
Options exercisable, Number of options	384,882
Options exercisable, weighted average remaining life in life	8 years 1 month 6 days

Stockholders’ Permanent and Temporary Equity (Details Narrative) - USD ($)				3 Months Ended		12 Months Ended
	Mar. 10, 2023	Feb. 20, 2023	Jan. 27, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Class of Stock [Line Items]
Shares issued	5,000
Issuance of common stock value				$ 395,200
Financial Designation, Predecessor and Successor [Fixed List]				Successor	Predecessor	Successor
Stock based compensation expense				$ 287,461
Unrecognized stock-based compensation expense				$ 1,595,639
Weighted average period				1 year 7 months 6 days
Weighted average remaining life, granted options	ten-year		ten-year
Number of options outstanding	13,000		100,000	2,106,235
Aggregate grant date value	$ 23,770		$ 184,426
Weighted average remaining life, vested options			3 years
Options outstanding, exercise price	$ 2.26		$ 2.11
Weighted average remaining life, vested options	3 years
Percentage of registration delay payments		1.50%
Interest rate		2.00%
Registration delay cash payment		$ 398,000
PIPE Warrant [Member]
Class of Stock [Line Items]
Number of shares issued				863,500
Number of shares issued price per share				$ 1,000
Aggregate purchase price				$ 8,635,000
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares issued				8,635
Predecessor [Member]
Class of Stock [Line Items]
Issuance of common stock value
Financial Designation, Predecessor and Successor [Fixed List]					Predecessor
Stock based compensation expense					$ 1,941,746
Research and Development Expense [Member]
Class of Stock [Line Items]
Stock based compensation expense				$ 49,455
Research and Development Expense [Member] \| Predecessor [Member]
Class of Stock [Line Items]
Stock based compensation expense					307,838
General and Administrative Expense [Member]
Class of Stock [Line Items]
Stock based compensation expense				$ 238,006
General and Administrative Expense [Member] \| Predecessor [Member]
Class of Stock [Line Items]
Stock based compensation expense					$ 1,633,908
Marketing Agreements [Member]
Class of Stock [Line Items]
Shares issued				130,000
Issuance of common stock value				$ 395,200

Subsequent Events (Details Narrative) - USD ($)		3 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Apr. 28, 2023	Mar. 31, 2023
Subsequent Event [Line Items]
Issuance costs		$ 395,200
Exercisable common stock, shares		1,783,531
Common Stock [Member]
Subsequent Event [Line Items]
Common stock offering		130,000
Issuance costs		$ 13
Subsequent Event [Member]
Subsequent Event [Line Items]
Payment to redemption of original PIPE shares amount	$ 10,100,000
Percentage of premium redemption of original PIPE	20.00%
Premium amount of PIPE Shares	$ 1,700,000
Payment of Effectiveness Failure amount	400,000
Remaining PIPE Shares amount	$ 200,000
Common stock floor conversion price per share	$ 2.00
Subsequent Event [Member] \| Series B Preferred Stock [Member]
Subsequent Event [Line Items]
Common stock offering	5,062
Floor price	$ 7.00
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Common stock offering	11,015,500
Purchase of warrants	11,015,500
Gross proceeds	$ 11,000,000.0
Floor price	$ 1.00
Issuance costs	$ 500,000
Placement fees	$ 400,000
Subsequent Event [Member] \| Common Stock [Member] \| PIPE Financing [Member]
Subsequent Event [Line Items]
Purchase of warrants	863,500
Floor price	$ 2.00
Exercisable common stock, shares	4,317,500