0001493152-24-027033 | POS AM | XBRL Viewer

Business Combination

12 Months Ended

Dec. 31, 2023

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Note 4 – Business Combination

On July 20, 2022, the Operating Company entered into a Business Combination Agreement, (the “Business Combination Agreement”), with Larkspur, Larkspur Merger Sub Inc. (“Merger Sub” a wholly owned subsidiary of Larkspur) and Stephen Glover, in his capacity as the representative of the shareholders of the Operating Company. Larkspur was a blank-check special purpose acquisition company (“SPAC”) that became a public company as a result of completing its initial public offering on December 23, 2021 and it was formed for the purpose of effecting a combination with a private company business that could benefit by gaining access to the capital that can be raised because its shares are publicly traded on Nasdaq.

On December 12, 2022, the Business Combination was consummated following a special meeting of stockholders on December 8, 2022, where the stockholders of Larkspur, considered and approved, among other matters, a proposal to adopt the Business Combination Agreement. Further information regarding the Business Combination is set forth in (i) the proxy statement / prospectus included in the registration statement on Form S-4 (File No. 333-266838), as amended and supplemented, originally filed with the SEC on August 12, 2022 and declared effective by the SEC on November 14, 2022; and (ii) the Current Report on Form 8-K filed with the SEC on July 22, 2022.

The Business Combination included the following transactions:

	●	The Operating Company merged into Merger Sub with the result that the Operating Company was the surviving entity and incorporated in Delaware.

	●	The Operating Company’s common stockholders exchanged their 33,845,335 shares of Predecessor common stock (includes 33,514,004 permanent equity shares and 331,331 temporary equity shares) for 19,200 shares of the Successor’s common stock based on the established exchange ratio of 1,762.86. Those Predecessor common stock shares were canceled and the New Parent only owns one share of the Operating Company. Accordingly, the Operating Company became a wholly-owned subsidiary of the New Parent.

	●	The 10,039,348 outstanding Predecessor options were exchanged for 5,695 outstanding Successor options. The number of Successor options issued to Predecessor option holders was determined after giving effect to an exchange ratio of 1,762.86. The exercise price of each of the corresponding options was also adjusted by the exchange ratio.

	●	The 8,560,561 outstanding Predecessor warrants were exchanged for 4,857 outstanding Successor warrants. The number of Successor warrants issued to Predecessor warrant holders was determined after giving effect to an exchange ratio of 1,762.86. The exercise price of each of the corresponding warrants was also adjusted by the exchange ratio.

Given the non-recurring nature of Larkspur’s activities as a SPAC, pro forma financial data combining the pre-Business Combination results of both Larkspur and the Operating Company would not be meaningful and have not been presented.

The Company accounted for the Business Combination as a forward acquisition of the Operating Company as it was determined that the Operating Company was a variable interest entity as of the date of the Business Combination. The New Parent is the primary beneficiary as its ownership provides the power to direct the activities of the Operating Company and the obligation to absorb the losses and/or receive the benefits of the Operating Company.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

Purchase Price Allocation

The Business Combination was recorded using the acquisition method of accounting and the initial purchase price allocation was based on the Company’s preliminary assessment of the fair value of the purchase consideration and the fair value of the Operating Company’s tangible and intangible assets acquired and liabilities assumed at the date of acquisition. As of December 31, 2022, the purchase price allocation was not complete due to the proximity of the acquisition date to the calendar year end.

As of June 30, 2023, the preliminary estimates of the acquisition-date fair value of the purchase consideration and the preliminary estimates of the purchase price allocation were confirmed, do not require measurement period adjustments, and are now considered final. The acquisition-date fair value of the elements of the purchase consideration were estimated using a market approach with Level 1 inputs (observable inputs) in the case of the fair value of the Successor’s common stock and Level 3 inputs (unobservable inputs) in the case of the fair value attributed to the Successor warrants and options. The acquiror was obligated to replace the Operating Company’s existing warrants and options pursuant to the Business Combination Agreement. Accordingly, it was necessary to allocate the fair value of the replacement warrants and options between purchase consideration (the fair value attributable to pre-combination services) and compensation for post-combination services. The fair value of the replacement warrants and options attributable to post-combination services was $584,260 and $1,731,237, respectively.

The final estimates of the acquisition-date fair value of the purchase consideration were as follows:


Successor common stock	$	67,197,300
Successor warrants		12,190,015
Successor options		11,864,556

Total fair value of the purchase consideration	$	91,251,871

The final acquisition-date fair values of the assets acquired and liabilities assumed (see the table below) were determined by management, with the assistance of a third-party valuation expert specifically for the in-process research and development (“IPR&D”). The estimated fair value of the IPR&D assets were determined using the “income approach” which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life using Level 3 inputs. Some of the more significant assumptions utilized in the valuations include the estimated net cash flows for each year for each asset, the appropriate discount rate necessary to measure the risk inherent in the future cash flows, the life cycle of each asset, the potential regulatory and commercial success risk, royalties on net sales, as well as other factors. There are inherent uncertainties related to these factors and management’s judgment in applying them to arrive at the estimated fair values. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill, which management believes is attributable to the assembled workforce and other intangible assets that don’t qualify for separate recognition.


Current assets, including cash of $699,324	$	1,093,223
In-process research and development		100,086,329
Goodwill		11,895,033
Other non-current assets		64,523
Total assets acquired		113,139,108

Current liabilities		10,818,204
Deferred tax liabilities		11,069,033
Total assumed liabilities		21,887,237

Net assets acquired	$	91,251,871

IPR&D recorded for book purposes is considered an indefinite-lived intangible asset until the completion or the abandonment of the research and development efforts. Because the acquisition was structured as a stock sale, the IPR&D and the goodwill do not have any tax basis and will not be deductible for tax purposes.

Impairment

While management did not identify any unfavorable developments directly related to its IPR&D assets through December 31, 2023, management did determine that it was more likely than not that the Company’s single reporting unit’s fair value was below its carrying amount, due to a significant and sustained decline in the Company’s market capitalization through December 31, 2023.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

The Company’s estimated market capitalization included an estimated implied control premium of approximately 100%. The Company’s determination of a reasonable control premium that an investor would pay, over and above the market capitalization for a control position, included a number of factors:

●	Market control premium; The identification of recent public market information of comparable peer acquisition transactions. The selection of comparable peer acquisition transactions is subject to judgment and uncertainty.

●	Impact of low public float and limited trading activity on market capitalization: A significant portion of the Company’s common shares are owned by a concentrated number of investors. The public float of the Company’s common shares, calculated as the percentage of common shares freely traded by public investors divided by the Company’s total shares outstanding, is significantly lower than that of the Company’s publicly traded peers. Based on the Company’s evaluation of third-party market data, we believe there is an inherent discount impacting the Company’s share price due to the low public float and limited trading volume, thus impacting the Company’s market capitalization.

As a result of the Company’s analysis, during the year ended December 31, 2023, the Company fully impaired its $11.9 million of goodwill and also recorded an $81.4 million impairment charge for its other indefinite-lived intangible assets, namely the IPR&D.

Going Concern and Management’s Plans (Details Narrative) - USD ($)		1 Months Ended	2 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended
	Mar. 06, 2024	Dec. 31, 2022	Mar. 15, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 12, 2022	Dec. 31, 2023
Subsequent Event [Line Items]
Gross proceeds December 2023 Offering warrants				$ 2,672,500			$ 1,126
Cash		5,902,199		2,033,576			3,137,674
Working capital deficit				6,700,000
Net loss		75,018		2,826,737	3,543,950	14,047,607	98,297,946
Net cash used In operating activities		(3,393,888)		(3,776,598)	$ (4,589,452)	$ (1,494,641)	(8,720,819)
Accumulated deficit		$ 4,921,178		$ 106,045,861			$ 103,219,124
December 2023 Offering [Member]
Subsequent Event [Line Items]
Gross proceeds December 2023 Offering warrants	$ 2,672,500
Subsequent Event [Member] \| December 2023 Offering [Member]
Subsequent Event [Line Items]
Gross proceeds December 2023 Offering warrants			$ 2,672,500

- 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

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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Schedule of Right of Use Assets and Liabilities (Details) - USD ($)	1 Months Ended		3 Months Ended		11 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 12, 2022	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Successor			Predecessor	Successor
Operating cash flows used in operating activities		$ 4,786	$ 8,656	$ 24,249	$ 86,100	$ 100,099
Operating leases
Weighted average remaining lease term	29 days	1 year 29 days		10 months 2 days	1 year 29 days	29 days
Weighted average discount rate	6.50%	6.50%		6.50%	6.50%	6.50%

Summary of Warrant Activity (Details) - USD ($)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Equity [Abstract]

Number of warrants, outstanding beginning balance

903,320

^[1]

24,697

Weighted average exercise price, beginning balance

$ 123.44

^[1]

$ 3,761.14

Number of warrants, granted

888,210

^[2]

Weighted average exercise price, granted

^[2]

$ 27.11

Number of warrants, exercised

(213,800)

^[3]

(20,347)

^[4]

Weighted average exercise price, exercised

$ 12.50

^[3]

$ 47.50

^[4]

Number of warrants, forfeited

(959)

Weighted average exercise price, forfeited

$ 324.66

Number of warrants, repriced - old

^[5]

(2,472)

Weighted average Repriced price

^[5]

$ 4,025.00

Number of warrants, repriced - new

^[5]

14,191

Weighted average repriced price

^[5]

$ 700.00

Number of warrants, repriced - old two

^[6]

(3,938)

Weighted average Repriced price two

^[6]

$ 350.00

Number of warrants, repriced - new two

^[6]

3,938

Weighted average repriced price new two

^[6]

$ 57.75

Number of warrants, repriced - old three

^[7]

(20,347)

Weighted average Repriced price three

^[7]

$ 57.75

Number of warrants, repriced - new three

^[7]

20,347

Weighted average repriced price new three

^[7]

$ 47.50

Number of warrants, outstanding ending balance

689,520

903,320

^[1]

Weighted average exercise price, ending balance

$ 157.92

$ 123.44

^[1]

Weighted average remaining life in years, outstanding

3 years 8 months 1 day

3 years 2 months 12 days

Aggregate intrinsic value, ending balance

Number of warrants, exercisable ending balance

689,320

903,120

Weighted average exercise price, Exercisable

$ 157.46

$ 124.82

Weighted average remaining life in years, exercisable

3 years 8 months 1 day

3 years 3 months 18 days

Aggregate intrinsic value, exercisable

[1]	Warrants outstanding exclude
[2]	Warrants issued exclude 27,065 July Pre-Funded Warrants with an exercise price of $0.035 and 360,000 December 2023 Pre-Funded Warrants with an exercise price of $0.001.
[3]	Warrants exercised exclude
[4]	Warrants exercised exclude 27,065 July 2023 Pre-Funded Warrants exercised with an exercise price of $0.035 and 228,500 December 2023 Pre-Funded Warrants exercised with an exercise price of $0.001.
[5]	Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 2,472 shares of common stock to their floor price of $700.00 per share.
[6]	Warrants represent the reset of the exercise price of certain April 28, 2023 offering warrants to purchase 3,938 shares of common stock to a price of $57.75 per share.
[7]	Warrants represent the reset of the exercise price of certain July 26, 2023 offering warrants to purchase 20,347 shares of common stock to a price of $47.50 per share.

Commitments and Contingencies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 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:

Financial Designation, Predecessor and Successor [Fixed List]	Successor			Successor			Predecessor
	Successor						Predecessor
				For the Period			For the Period
	For the Year Ended			December 13 Through			January 1, 2022 Through
	December 31, 2023			December 31, 2022			December 12, 2022

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating activities	$	100,099		$	4,786		$	86,100

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

Weighted Average Remaining Lease Term
Operating leases		0.08 Years			1.08 Years			1.08 Years

Weighted Average Discount Rate
Operating leases		6.5	%		6.5	%		6.5	%

Schedule of Future Minimum Payments Under Lease

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

	Amount

For the year ended December 31, 2024	$	8,703
Less: amount representing imputed interest		(48	)
Total	$	8,656

Schedule of Right of Use Assets and Liabilities

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

	2024		2023
	For the Three Months Ended
	March 31,
	2024		2023

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating activities	$	8,656	$	24,249

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

Weighted Average Remaining Lease Term
Operating leases		-		0.84 Years

Weighted Average Discount Rate
Operating leases		-		6.5	%

Subsequent Events

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 8 – Subsequent Events

2024 Reverse Stock Split

On April 25, 2024, the Company effected a reverse stock split of its common stock at a ratio of 1-for-10 (the “2024 Reverse Split”). Upon the effectiveness of the 2024 Reverse Split, every 10 issued shares of common stock were reclassified and combined into one share of common stock. In addition, the number of shares of common stock issuable upon the exercise of the Company’s equity awards, convertible securities and warrants was proportionally decreased, and the corresponding conversion price or exercise price was proportionally increased. No fractional shares were issued as a result of the 2024 Reverse Split. See Note 1 – Business Organization, Nature of Operations and Basis of Presentation for additional details.

Note 10 – Subsequent Events

The Company has evaluated subsequent events through the date the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as discussed below.

License Agreements

On January 30, 2024, the Company paid $500,000 of cash to L&F, thus meeting the conditions of Waiver B (see Note 8 – Commitments and Contingencies – License Agreements).

Common Stock

On January 2, 2024, the Company entered into a marketing agreement with a vendor in which the Company issued an aggregate of 9,000 shares of common stock in exchange for marketing services. The $79,200 fair value of the common stock was established as a prepaid expense and the Company will recognize the expense over the term of the contract.

Stock Warrants

Subsequent to December 31, 2023, investors of the December 2023 Offering exercised warrants to purchase 213,800 shares of common stock at an exercise price of $12.50 per share for total proceeds of $2,672,500.

Between January 17 and February 23, 2024, a December 2023 Offering investor exercised 131,500 pre-funded warrants on a cashless basis to purchase 131,481 shares of common stock at an exercise price of $0.001 per share.

Successor 2022 Omnibus Equity Incentive Plan

On January 1, 2024, the total number of shares under the Successor 2022 Omnibus Equity Incentive Plan automatically increased to 31,790.

Business Combination (Details Narrative)	1 Months Ended		11 Months Ended	12 Months Ended
Business Combination (Details Narrative)	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Dec. 12, 2022 USD ($) shares	Dec. 31, 2023 USD ($) shares	Mar. 31, 2024 shares
Business Acquisition [Line Items]
Share issued on conversion		19,200
Financial designation predecessor and successor [Fixed List]	Successor	Successor	Predecessor	Successor
Share exchange ratio		1,762.86
Number of options outstanding	10,243	5,762		10,243	10,243
Goodwill impairment \| $				$ 11,895,033
Impairment charge for other indefinite-lived intangible assets \| $				$ 81,438,426
Share-Based Payment Arrangement, Option [Member]
Business Acquisition [Line Items]
Share exchange ratio		1,762.86
Number of options outstanding		5,695
Replacement of Options	1,731,237			1,731,237
Share-Based Payment Arrangement, Option [Member] \| Predecessor [Member]
Business Acquisition [Line Items]
Number of options outstanding			10,039,348
Warrant [Member]
Business Acquisition [Line Items]
Share exchange ratio		1,762.86
Number of warrants outstanding		4,857
Warrants outstanding \| $	$ 584,260			$ 584,260
Warrant [Member] \| Predecessor [Member]
Business Acquisition [Line Items]
Number of warrants outstanding			8,560,561
Larkspur Larkspur Merger Sub Inc [Member]
Business Acquisition [Line Items]
Share exchange			33,845,335
Share issued on conversion			1,669
Larkspur Larkspur Merger Sub Inc [Member] \| Permanent Equity Shares [Member]
Business Acquisition [Line Items]
Share exchange			33,514,004
Larkspur Larkspur Merger Sub Inc [Member] \| Temporary Shares [Member]
Business Acquisition [Line Items]
Share exchange			331,331

Schedule of Stock Option Activity (Details) - USD ($)	3 Months Ended	12 Months Ended
Schedule of Stock Option Activity (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Number of options, outstanding beginning balance	10,243	5,762
Weighted average exercise price, beginning balance	$ 2,218.51	$ 3,670.31
Number of options, granted		4,481
Weighted average exercise price, granted		$ 195.32
Number of options, exercised
Weighted average exercise price, exercised
Number of options, forfeited
Weighted average exercise price, forfeited
Number of options, outstanding ending balance	10,243	10,243
Weighted average exercise price, ending balance	$ 2,218.51	$ 2,218.51
Weighted average remaining life in years, outstanding	6 years 1 month 6 days	6 years 3 months 18 days
Aggregate intrinsic value, ending balance
Number of options, exercisable ending balance	6,150	5,690
Weighted average exercise price, Exercisable	$ 3,438.48	$ 3,347.23
Weighted average remaining life in years, exercisable	5 years	5 years
Aggregate intrinsic value, exercisable

Accrued Expenses and Other Current Liabilities (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 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, 2024 and December 31, 2023:

	March 31,		December 31,
	2024		2023

L&F milestone payment liability	$	-	$	500,000
Payroll accrual		668,803		668,803
Other accrued expenses		51,969		41,969
Bonus accrual		726,937		536,500
Registration delay liability ^[1]		7,261		7,261
Total accrued expenses and other current liabilities	$	1,454,970	$	1,754,533

^[1]

See Note 7 – Stockholders’ Permanent and Temporary Equity for details of the registration delay liability.

As of December 31, 2023 and 2022, accrued expenses and other current liabilities consisted of the following:

	2023		2022
	For the Years Ended
	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		668,803		584,226
Other accrued expenses		41,969		214,229
Federal income tax payable		-		106,683
Bonus accrual		536,500		-
Registration delay liability ^[2]		7,261		-
Total accrued expenses and other current liabilities	$	1,754,533	$	2,053,559

[1]	See Note 5 – “Note Receivable” and Note 8 – “Commitments and Contingencies” for details of the forgiveness of the L&F Note.

[2]	See Note 9 – “Stockholders’ Permanent and Temporary Equity – Effectiveness Failure” for details of the registration delay liability.

Schedule of Provision For Income Taxes Differs From The Federal Statutory Rate (Details)	1 Months Ended		3 Months Ended		11 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 12, 2022	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Successor			Predecessor	Successor
Federal statutory rate		21.00%			21.00%	21.00%
State tax rate, net of federal benefit		3.60%			3.60%	3.80%
Permanent items		(1.90%)			(5.40%)	(2.80%)
Nondeductible basis difference		0.00%			0.00%	0.00%
Effect of change in state rate		0.00%			(0.10%)	(0.10%)
Prior period adjustments and other		0.00%			(0.10%)	0.00%
Change in valuation allowance		68.10%			(19.00%)	(13.10%)
Effective income tax rate		90.80%	0.00%	22.81%	0.00%	8.80%

Income Taxes (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Provision For Income Taxes

The provision for income taxes consists of the following (benefits) provisions:

Schedule of Provision For Income Taxes

	2023			2022			2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor			Successor			Predecessor
	Successor						Predecessor
				For the Period			For the Period
	For the Year			December 13			January 1
	Ended			Through			Through
	December 31,			December 31,			December 12,
	2023			2022			2022
Current tax benefit:
Federal	$	-		$	-		$	-
State		23,240			-			-
Current tax benefit		23,240			-			-

Deferred tax benefit:
Federal		(19,104,800	)		(151,625	)		(2,191,344	)
State		(4,468,170	)		(34,844	)		(482,283	)
Deferred tax benefit		(23,572,970	)		(186,469	)		(2,673,627	)
Change in valuation allowance		14,093,900			(558,581	)		2,673,627
Provision for income taxes	$	(9,455,830	)	$	(745,050	)	$	-

Schedule of Income Taxes Expense Effective Tax Rate

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

(in thousands)	2024			2023
	For the Three Months Ended
	March 31,
(in thousands)	2024			2023

Income tax benefit	$	-		$	1,047,051
Effective tax rate		0.00	%		22.81	%

The provision for income taxes differs from the Federal statutory rate as follows:

	2023			2022			2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor			Successor			Predecessor
	Successor						Predecessor
				For the Period			For the Period
	For the Year			December 13			January 1
	Ended			Through			Through
	December 31,			December 31,			December 12,
	2023			2022			2022
Federal statutory rate		21.0	%		21.0	%		21.0	%
State tax rate, net of federal benefit		3.8	%		3.6	%		3.6	%
Permanent items		(2.8	)%		(1.9	%)		(5.4	)%
Nondeductible basis difference		0.0	%		0.0	%		0.0	%
Effect of change in state rate		(0.1	)%		0.0	%		(0.1	)%
Prior period adjustments and other		0.0	%		0.0	%		(0.1	)%
Change in valuation allowance		(13.1	)%		68.1	%		(19.0	)%
Effective income tax rate		8.8	%		90.8	%		0.0	%

Schedule of Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities consist of the following:

	2023			2022			December 12, 2022
	Successor			Successor			Predecessor
	Successor						Predecessor
	December 31,
	2023			2022			December 12, 2022

Net operating loss carryforwards	$	9,974,075		$	6,671,907		$	6,639,882
Stock-based compensation expense		3,258,463			2,936,945			4,084,595
Capitalized research and development costs		2,182,104			2,421,390			2,362,939
Capitalized start-up costs		1,033,504			1,121,802			565,530
Capitalized licensing costs		647,489			687,926			689,820
Capitalized patents		351,721			288,123			273,682
Warrants		134,341			133,203			238,768
Accrued payroll		299,487			71,830			-
Contributions carryforward		2,857			2,833			2,833
Operating lease liability		2,151			26,794			-
Deferred tax assets		17,886,192			14,362,753			14,858,049
Valuation allowance		(14,093,900	)		-			(14,853,648	)
Deferred tax assets		3,792,292			14,362,753			4,401

Operating lease right-of-use asset		(1,948	)		(24,236	)		-
In-process research and development		(4,633,535	)		(24,658,231	)		-
Fixed assets		(1,723	)		(4,270	)		(4,401	)
Deferred tax liabilities		(4,637,206	)		(24,686,737	)		(4,401	)

Deferred tax assets, net	$	(844,914	)	$	(10,323,984	)	$	-

Schedule of Fair Value of the Purchase Consideration (Details) - Larkspur Larkspur Merger Sub Inc [Member]	1 Months Ended
	Jun. 30, 2023 USD ($)
Business Acquisition [Line Items]
Total fair value of the purchase consideration	$ 91,251,871
Common Stock [Member]
Business Acquisition [Line Items]
Total fair value of the purchase consideration	67,197,300
Warrant [Member]
Business Acquisition [Line Items]
Total fair value of the purchase consideration	12,190,015
Share-Based Payment Arrangement, Option [Member]
Business Acquisition [Line Items]
Total fair value of the purchase consideration	$ 11,864,556

Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($)	1 Months Ended		11 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 12, 2022	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Successor	Predecessor	Successor
Net operating loss carryforwards	$ 9,974,075	$ 6,671,907	$ 6,639,882	$ 9,974,075
Stock-based compensation expense	3,258,463	2,936,945	4,084,595	3,258,463
Capitalized research and development costs	2,182,104	2,421,390	2,362,939	2,182,104
Capitalized start-up costs	1,033,504	1,121,802	565,530	1,033,504
Capitalized licensing costs	647,489	687,926	689,820	647,489
Capitalized patents	351,721	288,123	273,682	351,721
Warrants	134,341	133,203	238,768	134,341
Accrued payroll	299,487	71,830		299,487
Contributions carryforward	2,857	2,833	2,833	2,857
Operating lease liability	2,151	26,794		2,151
Deferred tax assets	17,886,192	14,362,753	14,858,049	17,886,192
Valuation allowance	(14,093,900)		(14,853,648)	(14,093,900)
Deferred tax assets	3,792,292	14,362,753	4,401	3,792,292
Operating lease right-of-use asset	(1,948)	(24,236)		(1,948)
In-process research and development	(4,633,535)	(24,658,231)		(4,633,535)
Fixed assets	(1,723)	(4,270)	(4,401)	(1,723)
Deferred tax liabilities	(4,637,206)	(24,686,737)	(4,401)	(4,637,206)
Deferred tax assets, net	$ (844,914)	$ (10,323,984)		$ (844,914)

Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Current assets, including cash of $699,324	$ 1,093,223
In-process research and development	100,086,329
Goodwill	11,895,033	$ 11,895,033
Other non-current assets	64,523
Total assets acquired	113,139,108
Current liabilities	10,818,204
Deferred tax liabilities	11,069,033
Total assumed liabilities	21,887,237
Net assets acquired	$ 91,251,871

Business Organization, Nature of Operations and Basis of Presentation

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 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

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 accounting principles generally accepted 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, 2024 and for the three months ended March 31, 2024 and 2023. The results of operations for the three months ended March 31, 2024 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, 2023, filed with the Securities and Exchange Commission (“SEC”) on March 25, 2024.

On December 4, 2023, the Company effected a reverse stock split of its common stock at a ratio of 1-for-35 (the “2023 Reverse Split”). Upon the effectiveness of the 2023 Reverse Split, every 35 issued shares of common stock were reclassified and combined into one share of common stock. In addition, the number of shares of common stock issuable upon the exercise of the Company’s equity awards, convertible securities and warrants was proportionally decreased, and the corresponding conversion price or exercise price was proportionally increased. No fractional shares were issued as a result of the 2023 Reverse Split.

Accordingly, all share and per share amounts for all periods presented in these financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the 2023 Reverse Split and the 2024 Reverse Split and adjustment of the conversion price or exercise price of each outstanding equity award, convertible security and warrant as if the transaction had occurred as of the beginning of the earliest period presented. See Note 8 – Subsequent Events – Reverse Stock Split.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Note 1 – Business Organization, Nature of Operations and Risks and Uncertainties

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 (see Note 4 – Business Combination for additional details) with ZyVersa Therapeutics, Inc. (“Predecessor”) which was incorporated in the State of Florida on March 11, 2014 as Variant Pharmaceuticals, Inc. On the date of consummation of 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 Successor period from December 13, 2022 to December 31, 2022 and to the Predecessor for the Predecessor period from January 1, 2022 to December 12, 2022.

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

Risks and Uncertainties

On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. A statement by the Department of the Treasury, the Federal Reserve and the FDIC stated that all depositors of SVB would have access to all of their money after only one business day of closure, including funds held in uninsured deposit accounts. The standard deposit insurance amount is up to $250,000 per depositor, per insured bank, for each account ownership category. Although we do not have any funds deposited with the aforementioned banks, we regularly maintain cash balances with other financial institutions in excess of the FDIC insurance limit. A failure of a depository institution to return deposits could impact access to our cash or cash equivalents and could adversely impact our operating liquidity and financial performance.

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash	$ 2,033,576	$ 3,137,674	$ 5,902,199
Prepaid expenses and other current assets	866,476	215,459	225,347
Vendor deposits			235,000
Total Current Assets	2,900,052	3,353,133	6,362,546
Equipment, net	4,333	6,933	17,333
In-process research and development	18,647,903	18,647,903	100,086,329
Goodwill			11,895,033
Vendor deposit	98,476	98,476	46,659
Operating lease right-of-use asset		7,839	98,371
Total Assets	21,650,764	22,114,284	118,506,271
Current Liabilities:
Accounts payable	8,127,746	8,431,583	6,025,645
Accrued expenses and other current liabilities	1,454,970	1,754,533	2,053,559
Operating lease liability		8,656	108,756
Total Current Liabilities	9,582,716	10,194,772	8,187,960
Deferred tax liability	844,914	844,914	10,323,983
Total Liabilities	10,427,630	11,039,686	18,511,943
Commitments and contingencies (Note 6)
Redeemable common stock, subject to possible redemption, 0 and 188 shares outstanding as of December 31, 2023 and 2022, respectively			331,331
Stockholders’ Equity:
Preferred stock, value		1	1
Common stock value	83	40	3
Additional paid-in-capital	117,276,079	114,300,849	104,584,170
Accumulated deficit	(106,045,861)	(103,219,124)	(4,921,178)
Treasury stock value	(7,168)	(7,168)
Total Stockholders’ Equity	11,223,134	11,074,598	99,662,997
Total Liabilities and Stockholders’ Equity	21,650,764	22,114,284	118,506,271
Series A Preferred Stock [Member]
Stockholders’ Equity:
Preferred stock, value			1
Series B Preferred Stock [Member]
Stockholders’ Equity:
Preferred stock, value	$ 1	$ 1	$ 1

Stockholders’ Permanent and Temporary Equity (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

11 Months Ended

12 Months Ended

Mar. 06, 2024

Dec. 11, 2023

Oct. 31, 2023

Sep. 18, 2023

Sep. 14, 2023

Aug. 04, 2023

Aug. 02, 2023

Jul. 26, 2023

Jun. 05, 2023

May 24, 2023

Apr. 28, 2023

Mar. 29, 2023

Mar. 10, 2023

Feb. 28, 2023

Jan. 27, 2023

Jan. 02, 2023

Dec. 12, 2022

Dec. 06, 2022

Sep. 16, 2022

Aug. 31, 2022

Jul. 08, 2022

May 10, 2022

Mar. 31, 2022

Dec. 13, 2020

Jan. 31, 2020

Apr. 18, 2019

Dec. 15, 2015

Dec. 31, 2022

Mar. 31, 2024

Mar. 31, 2023

Dec. 12, 2022

Dec. 31, 2023

Feb. 23, 2024

Nov. 30, 2023

Feb. 20, 2023

Subsidiary, Sale of Stock [Line Items]

Increase in authorised number of shares issued

250,000,000

110,000,000

Common stock, par value

$ 0.0001

Preferred stock, shares authorized

1,000,000

Preferred stock, par value

$ 0.0001

Increase in authorised number of shares issued

251,000,000

111,000,000

Conversion of shares issued

19,200

Fair value for general and administrative expesne

$ 420,174

$ 2,313,699

$ 3,536,136

$ 7,605,205

$ 11,213,201

Issuance costs

34,674

2,417,095

Legal costs

$ 16,131

Proceeds from sale of equity

18,114,193

Delay payment

$ 7,261

Reclassification shares of common stock value classified as temporary to permanent equity

$ 331,331

Placement agent fees

57,980

Number of options outstanding

5,762

10,243

Conversion price

$ 700.00

Deemed dividend

$ 32,373

Common stock exercisable upon reset of Series A warrants

Satisfaction of company liabilities

$ 5,062,000

Stock based compensation expense

$ 56,333

$ 223,573

287,461

$ 3,524,801

1,192,963

Unrecognized stock-based compensation expense

2,957,047

$ 803,890

$ 1,027,460

Weighted average period

1 year 7 months 6 days

1 year 8 months 12 days

Expire years, granted options

ten

Number of options issued

4,153

286

10,243

Options granted that vest over three years

$ 499,660

$ 184,426

Vesting period

3 years

Options issued, exercise price

$ 152.50

$ 791.00

$ 738.50

Aggregate grant date value

$ 555,004

$ 23,770

Shares issued

Vesting period

3 years

Options vesting immediately

$ 55,344

Company valuation

85,000,000

Incremental fair value

134,591

Gross proceeds pre-funded warrants

$ 2,672,500

$ 1,126

Exercise price

^[1]

$ 700.00

Grant of new warrants

5 years

Warrant modification costs

$ 134,591

Percentage of registration delay payments

1.50%

Effectiveness failure interest rate

2.00%

Accrued registration delay payments

$ 7,261

Debt instrument interest rate

2.00%

Research and Development Expense [Member]

Subsidiary, Sale of Stock [Line Items]

Stock based compensation expense

7,808

$ 15,447

49,455

673,160

132,767

General and Administrative Expense [Member]

Subsidiary, Sale of Stock [Line Items]

Stock based compensation expense

$ 48,525

$ 208,126

$ 238,006

$ 2,851,641

$ 1,060,196

Series A Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase common shares

247

6,406,210

Warrant exercise price

$ 20.00

Aggregate common stock of warrant exercise price share

$ 3.20

Warrant exercise price

1.37

Five Year Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase common shares

3,635

Aggregate common stock of warrant exercise price share

$ 2,415.00

Series B Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Exercise floor price reset

2,450.00

July Twenty Twenty Three Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Exercise price

$ 47.50

Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase common shares

3,938

227

Warrant exercise price

$ 3.20

$ 4,053.00

$ 4,025.00

Shares issued, price per share

$ 1,000

Incremental fair value

$ 47,300

Exercise price

$ 47.50

Grant of new warrants

5 years 6 months

Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Issuance costs

$ 208,702

Shares issued for services

9,000

371

10,457

Conversion price

$ 700.00

Reclassification of formerly redeemable common stock

188

Deemed dividend

$ 1,400,000

Common stock exercisable upon reset of Series A warrants

14,187

Warrant inducement offer - exercise proceeds, shares

20,347

20,346

^[2]

Gross proceeds

$ 966,400

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

Subsidiary, Sale of Stock [Line Items]

Reclassification of formerly redeemable common stock

150

Cash payment

$ 230,000

Investor [Member] | Pre Funded Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase common shares

27,057

131,500

Warrant exercise price

$ 0.035

$ 0.001

Gross proceeds pre-funded warrants

$ 947

Warrants exercised on cashless basis

131,481

Series A Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, shares authorized

8,635

Conversion of shares issued

Warrants to purchase common shares

2,468

Preferred stock sold

8,635

Net proceeds

$ 8,635,000

Debt Instrument conversion price

2.78

3.14

Debt Instrument conversion price

$ 1.19

$ 2.78

Incremental fair value of stock and warrants

$ 9,684,637

$ 331,200

Number of options outstanding

2,427,832

Conversion of shares converted

Conversion price

$ 3,500.00

Conversion basis

(a) $700.00; and (b) the lowest price of any subsequent offerings of securities at a price less than the conversion price

Deemed dividend

$ 37,000

Remaining shares with conversion floor price reset

235

Preferred stock, shares issued

8,635

Series A Preferred Stock [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Conversion price

$ 3,500.00

Series A Preferred Stock [Member] | Investor [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock sold

174,776

222,929

94,393

133,541

Preferred stock price per share

$ 3.14

Net proceeds

$ 392,301

Proceeds from related party debt

$ 100,000

Gross proceeds

$ 548,805

$ 700,000

$ 296,400

Placement agent fees

$ 2,000

$ 16,000

$ 21,200

Series B Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Preferred stock, shares authorized

5,062

Shares issued, price per share

$ 1,000

Deemed dividend

$ 100,000

Preferred stock, shares issued

5,062

Shares conversion price

$ 3,500.00

Series B Preferred Stock [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Conversion price

$ 3,500.00

Shares issued in connection with the Business Combination

5,062

Maximum [Member] | Investor [Member] | Series A Convertible Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Remaining shares before redemption

200

Maximum [Member] | Three Investor [Member] | Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Warrant exercise price

$ 57.75

Minimum [Member] | Three Investor [Member] | Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Warrant exercise price

$ 350.00

Minimum [Member] | Series B Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Shares conversion price

$ 2,450.00

Private Placement [Member]

Subsidiary, Sale of Stock [Line Items]

Shares issued

8,698

Issuance costs

$ 1,200,000

Shares held by investors

5,651

Fair value for general and administrative expesne

$ 1,156,778

April Twenty Twenty Three Offering [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase common shares

2,468

Warrant exercise price

$ 4,025.00

Proceeds from Registered Offering to Redeem Series A Preferred Stock

$ 10,500,000

Reclassification of formerly redeemable common stock

8,400

Net carrying amount

$ 3,700,000

Deemed dividend

$ 6,400,000

Exercise floor price reset

$ 700.00

December 2023 Offering [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase common shares

213,800

Warrant exercise price

$ 12.50

Gross proceeds pre-funded warrants

$ 2,672,500

Larkspur Larkspur Merger Sub Inc [Member]

Subsidiary, Sale of Stock [Line Items]

Convertible notes

$ 3,961,000

Accrued interest

709,608

Derivative liabilities

$ 1,167,601

Common stock convertible

2,940,537

Conversion of shares issued

1,669

Conversion price

$ 1.58835

Conversion basis

(80% of the $1.98542 fair value per share of the Predecessor common stock which was determined using the Business Combination exchange ratio of 1,762.86)

Conversion of shares converted

33,845,335

Two Thousand Fourteen Equity Incentive Plan [Member]

Subsidiary, Sale of Stock [Line Items]

Common stock, shares authorized

102,651

Equity incentive plan, description

The number of shares of common stock available for issuance under the 2014 Plan shall automatically increase on the first trading day of January each calendar year during the term of the 2014 Plan, beginning with calendar year 2019, by an amount equal to five percent (5%) of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year.

Two Thousand Twenty Two Omnibus Equity Incentive Plan [Member]

Subsidiary, Sale of Stock [Line Items]

Common stock, shares authorized

3,114

Common stock share increase

11,429

Common stock share increase

15,581

4,153

Available for future issuance

11,429

Marketing Agreements [Member]

Subsidiary, Sale of Stock [Line Items]

Shares issued for services

9,000

10,457

Prepaid expense fair value of shares

$ 79,200

$ 671,620

April Twenty Twenty Three Offering [Member]

Subsidiary, Sale of Stock [Line Items]

Shares issued

31,473

Warrants to purchase common shares

31,473

Proceeds from sale of equity

$ 11,000,000.0

Warrant exercise price

$ 350.00

$ 1,184,482

440,620

455,332

259,774

$ 28,756

July Twenty Twenty Three Prefunded Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Shares issued

9,303

Warrants to purchase common shares

27,057

Warrant exercise price

$ 57.80

Share price

$ 0.035

Exercise term

5 years

July Twenty Twenty Three Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase common shares

36,364

Warrant exercise price

$ 57.80

July Two Thousand Twenty Three Offering [Member]

Subsidiary, Sale of Stock [Line Items]

$ 523,115

125,943

236,091

87,037

26,744

Proceeds from sale of equity

2,100,000

Fair value of warrants

$ 47,300

July Pre Funded Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Warrant exercise price

$ 0.035

December Twenty Twenty Three Prefunded Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Shares issued

40,000

Warrants to purchase common shares

360,000

Warrant exercise price

$ 0.001

December Twenty Twenty Three Series A Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase common shares

400,000

Warrant exercise price

$ 12.50

Exercise term

5 years

December Twenty Twenty Three Series B Warrants [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase common shares

400,000

Warrant exercise price

$ 12.50

Exercise term

18 months

December 2023 Offering [Member]

Subsidiary, Sale of Stock [Line Items]

Proceeds from sale of equity

$ 5,000,000.0

653,514

299,978

232,336

94,325

$ 26,875

License Agreement [Member] | L&F Research LLC [Member]

Subsidiary, Sale of Stock [Line Items]

Conversion of shares issued

188

Share price

$ 1,762.80

$ 1.00

$ 1,762.80

Reclassification shares of common stock

331,331

License Agreement [Member] | L&F Research LLC [Member] | Waiver A [Member]

Subsidiary, Sale of Stock [Line Items]

Reclassification shares of common stock

188

Debt forgiveness

$ 351,579

Delay payment

648,421

$ 648,421

Reclassification shares of common stock value classified as temporary to permanent equity

$ 331,331

License Agreement [Member] | L&F Research LLC [Member] | Maximum [Member]

Subsidiary, Sale of Stock [Line Items]

Reclassification shares of common stock value classified as temporary to permanent equity

331,331

Total consideration

$ 331

Commencement Date [Member] | Series A Preferred Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Conversion basis

The conversion price also resets at both 90 days and 150 days following the effectiveness of the registration of the Successor Series A Preferred Stock (each a “Commencement Date”) to the greater of (a) $700.00; and (b) 85% of the lowest of the ten consecutive daily volume-weighted average prices commencing on, and including, each Commencement Date

Predecessor [Member]

Subsidiary, Sale of Stock [Line Items]

Increase in authorised number of shares issued

75,000,000

Common stock, par value

$ 0.00001

Preferred stock, shares authorized

5,000,000

Preferred stock, par value

$ 0.00001

Shares issued

200,000

Issuance costs

$ 460,000

Company valuation

$ 85,000,000

Predecessor [Member] | Warrant [Member]

Subsidiary, Sale of Stock [Line Items]

Warrants to purchase common shares

175,789

400,000

878,947

351,578

Warrant exercise price

$ 2.30

$ 1.00

Exercise term

5 years

Fair value of warrants

$ 153,324

$ 766,384

Predecessor [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Conversion of shares converted

6,406,210

Successor [Member] | Common Stock [Member]

Subsidiary, Sale of Stock [Line Items]

Conversion of shares converted

3,635

[1]	Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 2,472 shares of common stock to their floor price of $700.00 per share.
[2]	Includes gross proceeds of $966,349 less issuance costs of $208,702

Schedule of Income Taxes Expense Effective Tax Rate (Details) - USD ($)	1 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 12, 2022	Dec. 31, 2023
Reverse Stock-split
Income tax benefit	$ 745,050		$ 1,047,051		$ 9,455,830
Effective tax rate	90.80%	0.00%	22.81%	0.00%	8.80%

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Commitments and Contingencies (Details Narrative)													1 Months Ended		3 Months Ended	11 Months Ended	12 Months Ended
Commitments and Contingencies (Details Narrative)	Jan. 30, 2024 USD ($)	Jan. 15, 2024 USD ($)	Mar. 29, 2023 USD ($) shares	Feb. 28, 2023 USD ($)	Dec. 23, 2022 USD ($)	Aug. 26, 2022 USD ($)	Mar. 07, 2022 USD ($)	Jan. 31, 2020 USD ($) shares	Jan. 09, 2020 USD ($)	Apr. 18, 2019 USD ($) $ / shares shares	Jan. 18, 2019 USD ($) ft²	Dec. 15, 2015 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Mar. 31, 2024 USD ($)	Dec. 12, 2022 USD ($) shares	Dec. 31, 2023 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jul. 26, 2023 shares	May 10, 2022 $ / shares
Loss Contingencies [Line Items]
License agreements up front cash payment												$ 200,000
Aggregate milestone cash payments									$ 1,000,000	$ 22,500,000		21,500,000						$ 500,000	$ 1,500,000
Second license agreement milestone												$ 2,500,000
Cash payment exercise price withheld									351,579
Milestone payment description										the first milestone payment of $200,000 is triggered by the submission of an investigational new drug application for the first indication of a therapeutic licensed product). ZyVersa is required to pay sales royalties to InflamaCORE between 5% and 10%, which expire upon the latest of: (a) expiration of the last-to-expire of a patent or (b) expiration of regulatory exclusivity, as defined in the agreement. ZyVersa is required to pay sales royalties to the University of Miami between 3% and 6%.
Cash payment															$ 7,261
Operating lease rent expense														$ 7,795	22,047	$ 148,881	$ 154,841
Financial Designation, Predecessor and Successor [Fixed List]													Successor	Successor		Predecessor	Successor
Reclassification shares of common stock value classified as temporary to permanent equity														$ 331,331
Lessee, Lease, Description [Line Items]
Operating lease asset amortization															$ 7,839
Lease Commitment [Member]
Loss Contingencies [Line Items]
Operating lease rent expense		$ 112,064
Subsequent Event [Member]
Loss Contingencies [Line Items]
Operating lease rent expense		$ 112,064
License Agreement [Member] \| L&F Research LLC [Member]
Loss Contingencies [Line Items]
Aggregate milestone cash payments					$ 1,500,000	$ 1,500,000	$ 1,500,000
Milestone payment description				the Company and L&F executed an Amendment and Restatement Agreement that waived L&F’s right to terminate the L&F License Agreement 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
Reclassification shares of common stock \| shares																331,331
License Agreement [Member] \| L&F Research LLC [Member] \| Waiver A [Member]
Loss Contingencies [Line Items]
Debt instrument decrease forgiveness			$ 351,579	$ 351,579
Cash payment			$ 648,421	$ 648,421
Maturity date				Mar. 31, 2023
Reclassification shares of common stock \| shares			188
Reclassification shares of common stock value classified as temporary to permanent equity			$ 331,331
License Agreement [Member] \| L&F Research LLC [Member] \| Waiver B [Member]
Loss Contingencies [Line Items]
Cash payment	$ 500,000			$ 500,000
Maturity date				Jan. 31, 2024
Net proceeds from issuance of equity capital				$ 30,000,000
License Agreement [Member] \| L&F Research LLC [Member] \| Waiver B [Member] \| Subsequent Event [Member]
Loss Contingencies [Line Items]
Cash payment	$ 500,000
Phase One Two Milestone [Member]
Loss Contingencies [Line Items]
Aggregate milestone cash payments									500,000
First Anniversary Milestone [Member]
Loss Contingencies [Line Items]
Aggregate milestone cash payments									$ 500,000
Predecessor [Member]
Loss Contingencies [Line Items]
License agreements up front cash payment										$ 346,321
Number of shares issued \| shares										200,000
Grant date fair value										$ 460,000
Number of operating lease square feet \| ft²											3,500
Lease cost											$ 89,000
Operating lease rent expense											$ 497,000
Warrant [Member]
Loss Contingencies [Line Items]
Aggregate common stock shares \| shares										227										3,938
Aggregate common stock exercise price share \| $ / shares										$ 4,053.00				$ 4,025.00							$ 3.20
Fair value of warrant													$ 584,260				$ 584,260
Warrant [Member] \| Predecessor [Member]
Loss Contingencies [Line Items]
Aggregate common stock shares \| shares								175,789		400,000		878,947		351,578
Aggregate common stock exercise price share \| $ / shares										$ 2.30		$ 1.00
Grant date fair value								$ 153,324				$ 766,384
Warrant exercisable												5 years
Issue date fair value										$ 815,822
Warrant One [Member] \| Predecessor [Member]
Loss Contingencies [Line Items]
Aggregate common stock shares \| shares										600,000		351,579
Fair value of warrant												$ 306,411
Five Year Warrant [Member] \| Predecessor [Member]
Loss Contingencies [Line Items]
Aggregate common stock shares \| shares										1,000,000
Minimum [Member]
Loss Contingencies [Line Items]
Percentage of product sales												5.00%
Maximum [Member]
Loss Contingencies [Line Items]
Percentage of product sales												10.00%

Business Combination (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Schedule of Fair Value of the Purchase Consideration

The final estimates of the acquisition-date fair value of the purchase consideration were as follows:


Successor common stock	$	67,197,300
Successor warrants		12,190,015
Successor options		11,864,556

Total fair value of the purchase consideration	$	91,251,871

Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill


Current assets, including cash of $699,324	$	1,093,223
In-process research and development		100,086,329
Goodwill		11,895,033
Other non-current assets		64,523
Total assets acquired		113,139,108

Current liabilities		10,818,204
Deferred tax liabilities		11,069,033
Total assumed liabilities		21,887,237

Net assets acquired	$	91,251,871

Income Taxes (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		11 Months Ended	12 Months Ended
Income Taxes (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 12, 2022	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Successor			Predecessor	Successor
Net operating loss carry forwards, federal	$ 40,807,990	$ 27,515,427			$ 27,385,445	$ 40,807,990
Net operating loss carry forwards, state	32,322,138	20,567,703			20,458,902	32,322,138
Increase in valuation allowance					2,673,627
Valuation allowance	$ 14,093,900				14,853,648	14,093,900
Change in valuation allowance		$ 558,581			$ (2,673,627)	(14,093,900)
Deferred tax liabilities valuation allowance						$ 14,093,900
Effective tax rate		90.80%	0.00%	22.81%	0.00%	8.80%

Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill (Details) (Parentheticals)	Jun. 30, 2023 USD ($)
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Cash	$ 699,324

Income Taxes

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 5 – Income Taxes

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

(in thousands)	2024			2023
	For the Three Months Ended
	March 31,
(in thousands)	2024			2023

Income tax benefit	$	-		$	1,047,051
Effective tax rate		0.00	%		22.81	%

The tax provisions for the three months ended March 31, 2024 and 2023 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 0.00% and 22.81% for the three months ended March 31, 2024 and 2023. The decrease in the quarterly rates is primarily the result of the Company recording a full valuation allowance during the three months ended March 31, 2024 due to the reversal of a significant deferred tax liability that existed as of March 31, 2023.

Note 7 – Income Taxes

The Company is subject to United States federal and state income taxes.

The provision for income taxes consists of the following (benefits) provisions:

Schedule of Provision For Income Taxes

	2023			2022			2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor			Successor			Predecessor
	Successor						Predecessor
				For the Period			For the Period
	For the Year			December 13			January 1
	Ended			Through			Through
	December 31,			December 31,			December 12,
	2023			2022			2022
Current tax benefit:
Federal	$	-		$	-		$	-
State		23,240			-			-
Current tax benefit		23,240			-			-

Deferred tax benefit:
Federal		(19,104,800	)		(151,625	)		(2,191,344	)
State		(4,468,170	)		(34,844	)		(482,283	)
Deferred tax benefit		(23,572,970	)		(186,469	)		(2,673,627	)
Change in valuation allowance		14,093,900			(558,581	)		2,673,627
Provision for income taxes	$	(9,455,830	)	$	(745,050	)	$	-

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

The provision for income taxes differs from the Federal statutory rate as follows:

	2023			2022			2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor			Successor			Predecessor
	Successor						Predecessor
				For the Period			For the Period
	For the Year			December 13			January 1
	Ended			Through			Through
	December 31,			December 31,			December 12,
	2023			2022			2022
Federal statutory rate		21.0	%		21.0	%		21.0	%
State tax rate, net of federal benefit		3.8	%		3.6	%		3.6	%
Permanent items		(2.8	)%		(1.9	%)		(5.4	)%
Nondeductible basis difference		0.0	%		0.0	%		0.0	%
Effect of change in state rate		(0.1	)%		0.0	%		(0.1	)%
Prior period adjustments and other		0.0	%		0.0	%		(0.1	)%
Change in valuation allowance		(13.1	)%		68.1	%		(19.0	)%
Effective income tax rate		8.8	%		90.8	%		0.0	%

Deferred tax assets and liabilities consist of the following:

	2023			2022			December 12, 2022
	Successor			Successor			Predecessor
	Successor						Predecessor
	December 31,
	2023			2022			December 12, 2022

Net operating loss carryforwards	$	9,974,075		$	6,671,907		$	6,639,882
Stock-based compensation expense		3,258,463			2,936,945			4,084,595
Capitalized research and development costs		2,182,104			2,421,390			2,362,939
Capitalized start-up costs		1,033,504			1,121,802			565,530
Capitalized licensing costs		647,489			687,926			689,820
Capitalized patents		351,721			288,123			273,682
Warrants		134,341			133,203			238,768
Accrued payroll		299,487			71,830			-
Contributions carryforward		2,857			2,833			2,833
Operating lease liability		2,151			26,794			-
Deferred tax assets		17,886,192			14,362,753			14,858,049
Valuation allowance		(14,093,900	)		-			(14,853,648	)
Deferred tax assets		3,792,292			14,362,753			4,401

Operating lease right-of-use asset		(1,948	)		(24,236	)		-
In-process research and development		(4,633,535	)		(24,658,231	)		-
Fixed assets		(1,723	)		(4,270	)		(4,401	)
Deferred tax liabilities		(4,637,206	)		(24,686,737	)		(4,401	)

Deferred tax assets, net	$	(844,914	)	$	(10,323,984	)	$	-

On December 31, 2023 and 2022, the Successor had approximately $40,807,990 and $27,515,427 Federal net operating loss (“NOL”) carryforwards, respectively, and $32,322,138 and 20,567,703 of State NOLs, respectively. On December 12, 2022, the Predecessor had approximately $27,385,445 Federal net operating loss (“NOL”) carryforwards and $20,458,902 of State NOLs that may be available to offset future Federal and State taxable income. Such NOL carryforwards do not expire. However, their use to offset future taxable income may be subject to limitations under Section 382 of the Internal Revenue Code and similar state statutes as a result of ownership changes.

The Company has assessed the likelihood that deferred tax assets will be realized and considers all available positive and negative evidence, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. A valuation allowance is established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. After the performance of such a review as of December 12, 2022, management believed that uncertainty existed with respect to future realization of the Predecessor deferred tax assets and therefore, established a full valuation allowance as of that date. Thus, the Predecessor recorded an increase in the valuation allowance of $2,673,627 in connection with the tax provision for the period from January 1, 2022 through December 12, 2022.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

As a result of the December 12, 2022 Business Combination and the availability of new deferred tax liabilities (a) the Predecessor released its $14,853,648 valuation allowance as part of the acquisition accounting. During the 2022 Successor period, the New Parent released its $558,581 valuation allowance as an income tax benefit, separate from the Business Combination.

However, due to the impairment of the IPR&D and the corresponding reduction in the related deferred tax liabilities during the year ended December 31, 2023, the Company established a $14,093,900 valuation allowance as of December 31, 2023.

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2023 and 2022. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date.

No tax audits were commenced or were in process during the years ended December 31, 2023 and 2022 and no tax related interest or penalties were incurred during those years. The Company’s tax returns beginning with the year ended December 31, 2020 remain subject to examination.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 231
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
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-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Summary of Significant Accounting Policies (Policies)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

The accompanying 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 consolidated financial statements. The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the accounting rules and regulations of the United States Securities and Exchange Commission (“SEC”).

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

On December 4, 2023, the Company effected a reverse stock split of its common stock at a ratio of 1-for-35 (the “Reverse Split”). Upon the effectiveness of the Reverse Split, every 35 issued shares of common stock were reclassified and combined into one share of common stock. In addition, the number of shares of common stock issuable upon the exercise of the Company’s equity awards, convertible securities and warrants was proportionally decreased, and the corresponding conversion price or exercise price was proportionally increased. No fractional shares were issued as a result of the Reverse Split. Accordingly, all share and per share amounts for all periods presented in these financial statements and notes thereto have been adjusted retroactively for the successor periods, where applicable, to reflect the Reverse Split and adjustment of the conversion price or exercise price of each outstanding equity award, convertible security and warrant as if the transaction had occurred as of the beginning of the earliest period presented.

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

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, goodwill impairment, in-process research and development, 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.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. As of December 31, 2023 and 2022, the Company had no cash equivalents.

The Company has cash deposits which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. See Note 1 – Risks and Uncertainties.

Business Combination

In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. In-process research and development (IPR&D) acquired in a business combination is capitalized as an indefinite-lived intangible asset until regulatory approval is obtained, at which time it is accounted for as a definite-lived asset and amortized over its estimated useful life, or discontinuation, at which point the intangible asset will be written off.

Long-Lived Assets and Goodwill

The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets. This accounting standard requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company intends to perform its annual impairment testing during the fourth quarter of each year.

The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other. Goodwill represents the excess of the purchase price of an entity over the estimated fair value of the assets acquired and liabilities assumed. ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value.

In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations.

Equipment, Net

Equipment is stated at cost, net of accumulated depreciation, which is recorded commencing at the in-service date using the straight- line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which is 5 years. As of December 31, 2023 and 2022, equipment consisted of $52,000 of medical equipment, placed in service on September 1, 2019, less accumulated depreciation of $45,067 and $34,667 as of December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, the Successor recognized depreciation expense of $10,400. For the period from December 13, 2022 through December 31, 2022 the Successor recognized depreciation expense of $532. During the period ended December 12, 2022, the Predecessor recognized depreciation expense of $9,868. Depreciation expense was included in general and administrative expenses in the statements of operations for all periods.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

Financing Costs

Debt issuance costs, which primarily consist of direct, incremental professional fees incurred in connection with a debt financing, are reported as a direct deduction from the face amount of the notes payable and are amortized over the contractual term of the underlying notes payable using the effective interest method.

Convertible Promissory Notes

The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 “Derivatives and Hedging” (“ASC 815”) of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The accounting treatment of derivative financial instruments requires that the Company record any bifurcated embedded features at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded in earnings each period as non-operating, non-cash income or expense. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Bifurcated embedded features are recorded at their initial fair values which create additional debt discount to the host instrument.

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 — quoted prices in active markets for identical assets or liabilities;

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable; and

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

The carrying amounts of the Company’s financial instruments, such as cash, accounts payable, accrued expenses, and deposits approximate fair values due to the short-term nature of these instruments.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Leases

See Note 3 - Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements for further details on the adoption of ASC 842.

Research and Development

Research and development expenses are charged to operations as incurred.

Stock-Based Compensation

The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

Fair Value of Stock Options and Warrants

The Company has computed the fair value of stock options and warrants granted using the Black-Scholes option pricing model. Option forfeitures are accounted for at the time of occurrence. Successor common stock is being valued using the market approach using the trading prices of the common stock on the Nasdaq Capital Market. During 2022, the fair value of the Predecessor common stock was determined using a market approach based on the status of the business combination agreement arm’s length discussions with the acquirer at each valuation date and which agreement was ultimately entered into on July 20, 2022 with a Predecessor valuation of $85 million. The expected term used for options is the estimated period of time that options granted are expected to be outstanding. The expected term used for warrants is the contractual life. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” option grants. The Company did not have a public trading history for the common shares to support its historical volatility calculations until December 13, 2022. Accordingly, the Company is utilizing an expected volatility figure based on a review of the historical volatility of six comparable entities over a period of time equivalent to the expected life of the instrument being valued. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

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:

	2024		2023
	For the Three Months Ended
	March 31,
	2024		2023
Warrants ^[1]		689,520		24,653	⁽²⁾
Options		10,243		6,086
Series A Convertible Preferred Stock		72		2,467	⁽³⁾
Series B Convertible Preferred Stock		2,067		1,446	⁽⁴⁾
Total potentially dilutive shares		701,902		34,653

[1]	As part of the InflamaCORE, LLC license agreement, warrants to purchase 341 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 6 - Commitments and Contingencies - License Agreements for details.
[2]	Does not include an additional 9,869 shares if the Successor Series A warrant exercise price resets to its floor price.
[3]	Does not include an additional 9,689 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price.
[4]	Does not include an additional 620 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price.

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, plus the weighted average number of pre-funded warrants outstanding where common stock is issuable for little or no consideration. 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			December 12, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor		Successor			Predecessor
	Successor					Predecessor
	December 31,
	2023		2022			December 12, 2022
Predecessor warrants ^[1]		-		-			8,560,561
Successor warrants ^[1]		903,320		24,697	[2]		-
Predecessor options		-		-			10,039,348
Successor options		10,243		5,762			-
Successor Series A Convertible Preferred Stock		72		2,468	[3]		-
Successor Series B Convertible Preferred Stock		2,067		1,447	[4]		-
Predecessor Series A Convertible Preferred Stock		-		-			6,406,210
Total potentially dilutive shares		915,702		34,374			25,006,119

[1]

As part of the InflamaCORE, LLC license agreement, warrants to purchase 342 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 8 - Commitments and Contingencies - License Agreements for details.

[2]	Does not include an additional 9,869 shares if the Successor Series A warrant exercise price resets to its floor price.

[3]	Does not include an additional 9,869 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price.

[4]	Does not include an additional 620 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price.

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.

Segment Reporting

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reporting segment are required to provide both the new disclosures and all of the existing disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023-09 are effective for the Company for annual periods beginning after December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption to have any material effects on its financial condition, results of operation or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-09.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. This standard was adopted on January 1, 2022 and did not have a material impact on the Company’s consolidated financial statements.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Companies should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. This standard was adopted on January 1, 2022 and did not have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment will be effective for private companies and emerging growth companies for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 on December 31, 2022, effective January 1, 2022 and the adoption of this ASU resulted in the recording of right-of-use assets and lease liabilities for the Company’s operating leases in the approximate amounts of $182,732 and $199,642 and derecognizing deferred rent in the approximate amount of $16,910.

Reclassifications

Reclassifications

Certain prior period balances have been reclassified from security deposits to vendor deposits on the condensed consolidated balance sheet in order to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or loss per share.

Schedule of Stock Options Granted (Details) - $ / shares	3 Months Ended	11 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 12, 2022	Dec. 31, 2023
Expected term (years)	6 years
Expected dividends	0.00%	0.00%	0.00%
Minimum [Member]
Fair value of common stock on date of grant	$ 2.11	$ 2.27	$ 152.50
Risk free interest rate	3.53%	1.68%	3.53%
Expected term (years)		3 years 6 months 10 days	5 years
Expected volatility	120.00%	111.00%	120.00%
Maximum [Member]
Fair value of common stock on date of grant	$ 2.23	$ 3.00	$ 791.00
Risk free interest rate	4.27%	3.01%	4.27%
Expected term (years)		6 years	6 years
Expected volatility	122.00%	119.00%	123.00%

Summary of Significant Accounting Policies (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 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:

	2024		2023
	For the Three Months Ended
	March 31,
	2024		2023
Warrants ^[1]		689,520		24,653	⁽²⁾
Options		10,243		6,086
Series A Convertible Preferred Stock		72		2,467	⁽³⁾
Series B Convertible Preferred Stock		2,067		1,446	⁽⁴⁾
Total potentially dilutive shares		701,902		34,653

[1]	As part of the InflamaCORE, LLC license agreement, warrants to purchase 341 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 6 - Commitments and Contingencies - License Agreements for details.
[2]	Does not include an additional 9,869 shares if the Successor Series A warrant exercise price resets to its floor price.
[3]	Does not include an additional 9,689 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price.
[4]	Does not include an additional 620 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price.

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			December 12, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor		Successor			Predecessor
	Successor					Predecessor
	December 31,
	2023		2022			December 12, 2022
Predecessor warrants ^[1]		-		-			8,560,561
Successor warrants ^[1]		903,320		24,697	[2]		-
Predecessor options		-		-			10,039,348
Successor options		10,243		5,762			-
Successor Series A Convertible Preferred Stock		72		2,468	[3]		-
Successor Series B Convertible Preferred Stock		2,067		1,447	[4]		-
Predecessor Series A Convertible Preferred Stock		-		-			6,406,210
Total potentially dilutive shares		915,702		34,374			25,006,119

[1]

[2]	Does not include an additional 9,869 shares if the Successor Series A warrant exercise price resets to its floor price.

[3]	Does not include an additional 9,869 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price.

[4]	Does not include an additional 620 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price.

Schedule of Information Related to Stock Options (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	May 24, 2023	Mar. 10, 2023	Jan. 27, 2023
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price			$ 152.50	$ 791.00	$ 738.50
Options outstanding, Number of options	10,243	10,243	4,153	38	286
Options exercisable, weighted average remaining life in life	5 years	5 years
Options exercisable, Number of options	6,150	5,690
Exercise Price One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 152.50	$ 152.50
Options outstanding, Number of options	4,157	4,157
Options exercisable, weighted average remaining life in life	9 years 1 month 6 days	9 years
Options exercisable, Number of options	429	429
Exercise Price Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 738.50	$ 738.50
Options outstanding, Number of options	286	286
Options exercisable, weighted average remaining life in life	8 years 9 months 18 days
Options exercisable, Number of options	95
Exercise Price Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 791.00	$ 791.00
Options outstanding, Number of options	38	38
Options exercisable, weighted average remaining life in life	8 years 10 months 24 days
Options exercisable, Number of options	12
Exercise Price Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 1,760.50	$ 1,760.50
Options outstanding, Number of options	1,910	1,910
Options exercisable, weighted average remaining life in life	1 year 9 months 18 days	2 years 1 month 6 days
Options exercisable, Number of options	1,910	1,910
Exercise Price Five [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 3,965.50	$ 3,965.50
Options outstanding, Number of options	37	37
Options exercisable, weighted average remaining life in life	8 years 2 months 12 days	8 years 6 months
Options exercisable, Number of options	37	37
Exercise Price Six [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 4,053.00	$ 4,053.00
Options outstanding, Number of options	2,095	2,095
Options exercisable, weighted average remaining life in life	5 years	5 years 3 months 18 days
Options exercisable, Number of options	2,095	2,095
Exercise Price Seven [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 5,726.00	$ 5,726.00
Options outstanding, Number of options	1,720	1,720
Options exercisable, weighted average remaining life in life	7 years 2 months 12 days	7 years 4 months 24 days
Options exercisable, Number of options	1,572	1,219

Reverse Stock-Split

12 Months Ended

Dec. 31, 2023

Reverse Stock-split

Reverse Stock-Split

Note 11 – Reverse Stock-Split

On April 25, 2024, the Company effected a reverse stock split of its common stock at a ratio of 1-for-10 (the “2024 Reverse Split”). Upon the effectiveness of the 2024 Reverse Split, every 10 issued shares of common stock were reclassified and combined into one share of common stock. In addition, the number of shares of common stock issuable upon the exercise of the Company’s equity awards, convertible securities and warrants was proportionally decreased, and the corresponding conversion price or exercise price was proportionally increased. No fractional shares were issued as a result of the 2024 Reverse Split. Accordingly, all share and per share amounts for all periods presented in these financial statements and notes thereto have been adjusted retroactively for the successor periods, where applicable, to reflect the Reverse Split and adjustment of the exercise price of each outstanding equity award, convertible security and warrant as if the transaction had occurred as of the beginning of the earliest period presented.

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

1 Months Ended

3 Months Ended

11 Months Ended

12 Months Ended

Dec. 31, 2022

Mar. 31, 2024

Mar. 31, 2023

Dec. 12, 2022

Dec. 31, 2023

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

Total potentially dilutive shares

34,374

701,902

34,653

25,006,119

915,702

Warrant [Member]

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

Total potentially dilutive shares

24,697

^[1],[2]

689,520

^[3]

24,653

^[3],[4]

^[1]

903,320

^[1]

Share-Based Payment Arrangement, Option [Member]

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

Total potentially dilutive shares

5,762

10,243

6,086

10,243

Series A Convertible Preferred Stock [Member]

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

Total potentially dilutive shares

2,468

^[5]

2,467

^[6]

Series B Convertible Preferred Stock [Member]

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

Total potentially dilutive shares

1,447

^[7]

2,067

1,446

^[8]

2,067

[1]	As part of the InflamaCORE, LLC license agreement, warrants to purchase 342 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 8 - Commitments and Contingencies - License Agreements for details.
[2]	Does not include an additional 9,869 shares if the Successor Series A warrant exercise price resets to its floor price.
[3]	As part of the InflamaCORE, LLC license agreement, warrants to purchase 341 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 6 - Commitments and Contingencies - License Agreements for details.
[4]	Does not include an additional
[5]	Does not include an additional 9,869 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price.
[6]	Does not include an additional
[7]	Does not include an additional 620 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price.
[8]	Does not include an additional

Summary of Warrant Activity (Details) (Parenthetical) - $ / shares

3 Months Ended

12 Months Ended

Jul. 26, 2023

Apr. 28, 2023

Mar. 31, 2024

Dec. 31, 2023

May 24, 2023

Mar. 10, 2023

Jan. 27, 2023

Class of Warrant or Right [Line Items]

Purchase of warrants shares

^[1]

(2,472)

Purchase of warrants per share

^[1]

$ 700.00

Number of warrants, issued

888,210

^[2]

Number of warrants, exercised

213,800

^[3]

20,347

^[4]

Number of warrants, outstanding

10,243

4,153

286

P I P E Warrants [Member]

Class of Warrant or Right [Line Items]

Purchase of warrants shares

2,472

Purchase of warrants per share

$ 700.00

April Twenty Eight Two Thousand Twenty Three Offering Warrants [Member]

Class of Warrant or Right [Line Items]

Purchase of warrants shares

3,938

Purchase of warrants per share

$ 57.75

July Twenty Six Two Thousand Twenty Three Offering Warrants [Member]

Class of Warrant or Right [Line Items]

Purchase of warrants shares

20,347

Purchase of warrants per share

$ 47.50

July Pre Funded Warrants [Member]

Class of Warrant or Right [Line Items]

Number of warrants, issued

27,065

Exercise price

$ 0.035

December Two Thousand Twenty Three Pre Funded Warrants [Member]

Class of Warrant or Right [Line Items]

Number of warrants, issued

360,000

Exercise price

$ 0.001

July 2023 Pre-Funded Warrants [Member]

Class of Warrant or Right [Line Items]

Exercise price

$ 0.035

Number of warrants, exercised

27,065

December 2023 Pre-Funded Warrants [Member]

Class of Warrant or Right [Line Items]

Exercise price

$ 0.001

Number of warrants, exercised

131,500

228,500

Number of warrants, outstanding

131,500

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 0.001

[1]	Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 2,472 shares of common stock to their floor price of $700.00 per share.
[2]	Warrants issued exclude 27,065 July Pre-Funded Warrants with an exercise price of $0.035 and 360,000 December 2023 Pre-Funded Warrants with an exercise price of $0.001.
[3]	Warrants exercised exclude
[4]	Warrants exercised exclude 27,065 July 2023 Pre-Funded Warrants exercised with an exercise price of $0.035 and 228,500 December 2023 Pre-Funded Warrants exercised with an exercise price of $0.001.

Going Concern and Management’s Plans

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 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, 2024, the Company had cash of approximately $2.0 million and a working capital deficit of approximately $6.7 million. During the three months ended March 31, 2024, the Company incurred a net loss of approximately $2.8 million and used cash in operations of approximately $3.8 million. The Company has an accumulated deficit of approximately $106.0 million as of March 31, 2024.

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.

Note 2 – Going Concern and Management’s Plans

The Company has incurred losses each year since its inception and has a net working capital deficiency as of December 31, 2023. Subsequent to December 31, 2023, the Company received proceeds of $2.7 million upon the exercise of certain warrants (see Note 10 – Subsequent Events – Stock Warrants for further discussion). Based upon the cash on hand as of the date the financials were issued, the Company expects that the cash it currently has available will not fund its operations for 12 months from the issuance date of the financial statements. As a result, the Company will be required to raise additional funds through equity or debt financing, and there can be no assurance that it will be successful in securing additional capital. These 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.

The Company’s cash flow needs include the planned costs to operate its business, including amounts required to fund research and development, working capital, and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings. We intend to raise additional capital in the future to fund operations. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives and take additional measures to reduce costs in order to conserve its cash.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment that might become necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		11 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 12, 2022	Dec. 31, 2023
Estimated useful life	5 years					5 years
Equipment		$ 52,000
Accumulated depreciation	$ 45,067	$ 34,667				$ 45,067
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Successor			Predecessor	Successor
Depreciation		$ 532	$ 2,600	$ 2,600	$ 9,868	$ 10,400
Company valuation						85,000,000
Operating lease right of use asset	$ 7,839	$ 98,371				7,839
Accounting Standards Update 2016-02 [Member]
Operating lease right of use asset	182,732					182,732
Operating lease liability	199,642					199,642
Deferred rent	$ 16,910					$ 16,910

Note Receivable

12 Months Ended

Dec. 31, 2023

Note Receivable

Note Receivable

Note 5 – Note Receivable

On December 13, 2020, the Company and L&F Research LLC (“L&F”) entered into a promissory note agreement (“L&F Note Agreement”) whereby the Company agreed to accept a note receivable in the principal amount of $351,579 from L&F (“L&F Note”). The L&F Note bears interest at a rate of 1.17% per annum, payable annually, and matures on the earliest of (a) the date on which the Company demands payment of all amounts outstanding under the L&F Note following an event of default and (b) December 15, 2025. L&F is required to immediately prepay the L&F Note and all accrued and unpaid interest on the L&F Note with the following: (a) 100% of the proceeds of the second $500,000 of milestone payments paid by ZyVersa to L&F pursuant to the terms of the license agreement (See Note 8 - Commitments and Contingencies), (b) 100% of the gross proceeds from the sale of common stock by L&F to ZyVersa pursuant to the terms of the Put Option (See Note 9 – Stockholders’ Permanent and Temporary Equity), (c) 100% of the gross proceeds in excess of $1.00 per share from the sale of Predecessor common stock by L&F to any party other than ZyVersa and (d) proceeds received in connection with certain liquidation events as defined in the agreement. Commencing on December 13, 2021 and, so long as the principal amount of the L&F Note remains outstanding, on each December 13 through December 13, 2025, the Company will pay L&F an annual administrative fee equal to $6,000.

The L&F Note was outstanding as of December 31, 2022 as the Company had not received payment from L&F of the amount due, nor had the Company made any required payments to L&F in connection with the license agreement described in Note 8 – Commitments and Contingencies, and such amount was recorded as a contra-liability against the milestone payments due to L&F in connection with the license agreement, which was included in accrued expenses and other current liabilities (see Note 6 – Accrued Expenses and other Current Liabilities). In recording the L&F Note receivable as a contra-liability, the Company considered the commercial substance, the intent of the parties and the overall contractual agreements between ZyVersa and L&F Research, which afford both parties the legal right to set-off the milestone liability owed by the Company to L&F Research with the L&F Note receivable to the Company. The Company determined that the amounts could be offset in the balance sheet because i) the amounts owed by and to the Company are determinable, ii) the Company has a legal right to set off the milestone liability owed to L&F Research by the amount of the L&F Note due to the Company, iii) the Company intends to set off the L&F Note receivable against the milestone liability, and iv) the set off right is enforceable by law.

On March 29, 2023, the Company paid the $648,421 of cash to L&F, thus meeting the conditions of Waiver A (see Note 8 – Commitments and Contingencies), which also had the effect of canceling the Note Receivable and the Put Option.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

Commitments and Contingencies

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 6 – Commitments and Contingencies

Litigations, Claims and Assessments

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.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

License Agreements

L&F Research LLC

On February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waived L&F’s right to terminate the L&F License Agreement 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 was 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 was 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 received 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 paid the $648,421 of cash to L&F, thus meeting the conditions of Waiver A, which also had the effect of canceling the Note Receivable and the Put Option and resulted in a reclassification of 188 shares of common stock and $331,331 classified as temporary equity to permanent equity.

On January 30, 2024, the Company paid $500,000 of cash to L&F, thus meeting the conditions of Waiver B.

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, was 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. On January 15, 2024, the Company extended the lease for an additional year for a total base rent lease commitment of $112,064. The Company used the short-term lease practical expedient which permits the Company to not capitalize leases with a term equal to or less than 12 months.

The Company recognized right-of-use asset amortization of $7,839 in connection with its operating lease for the three months ending March 31, 2024 and the Company recognized rent expense of $22,047 in connection with its operating lease for the three months ending March 31, 2024.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

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

	2024		2023
	For the Three Months Ended
	March 31,
	2024		2023

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating activities	$	8,656	$	24,249

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

Weighted Average Remaining Lease Term
Operating leases		-		0.84 Years

Weighted Average Discount Rate
Operating leases		-		6.5	%

Note 8 – 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

The Company entered into a License Agreement with L&F Research LLC (“L&F Research”) effective December 15, 2015, as amended (the “L&F License Agreement”) pursuant to which L&F granted the Company an exclusive royalty-bearing, worldwide, sublicensable license under the patent and intellectual property rights and know-how specific to and for the development and commercialization of VAR 200, for the treatment, inhibition or prevention of kidney disease in humans and symptoms thereof, including focal segmental glomerulosclerosis. The term of the license agreement shall commence on the effective date and, unless earlier terminated in accordance with the terms of the agreement, continue until the expiration of the last-to-expire of all royalty payment obligations of licensee.

The license agreement contains an up-front cash payment of $200,000 (paid and recognized as research and development expense in 2015), $21.5 million in aggregate milestone cash payments (the Company will recognize expense associated with the milestone cash payments when such milestones become probable of being achieved; $1,500,000 of expense was recognized during 2020 (of which, $500,000 was originally due and payable in 2021) related to the U.S. Food and Drug Administration (“FDA”) acceptance of an investigational new drug application as well as commencement of Phase 2a clinical trials; the next milestone of $2,500,000 is earned upon a positive end of Phase 2 meeting with the FDA), royalties ranging from 5%-10% on sales of the product when it comes to market (the Company will recognize royalty expense if and when sales occur; none recognized to-date) and Predecessor warrants to purchase an aggregate of 878,947 shares of Predecessor common stock at an exercise price of $1.00 per share that were issued in 2015 with a grant date fair value of $766,384 that become exercisable for a period of five years from the date of achievement of specified milestones (a Predecessor warrant to purchase 351,579 shares of Predecessor common stock was exercisable upon its issuance in 2015 and, accordingly, the Company recognized its grant date fair value of $306,411 during 2015 as research and development expense with a corresponding credit to additional paid-in capital; the Company will recognize expense associated with the remaining warrants when it is probable that the associated performance conditions will be achieved; a Predecessor warrant to purchase 175,789 shares of Predecessor common stock became exercisable in January 2020 upon the FDA acceptance of an investigational new drug application for a compound or product, as defined, at which time the Company recognized expense equal to the grant date fair value of $153,324; Predecessor warrants to purchase 351,578 shares of Predecessor common stock were not exercisable as of December 31, 2022 as the milestones were not achieved). For the consideration above that has yet to have been expensed or paid, the Company will recognize associated expense when such items become both probable of being achieved and such value is estimable.

On January 9, 2020, an amendment was entered into for the license agreement that provided for the following amendments: (i) partially extended the timing of payment of $1,000,000 of milestone cash payments associated with the successful completion of Phase 1 clinical trials ($500,000 payable upon commencement of Phase 2a clinical trials (the “Phase 1/2 Milestone”) and $500,000 payable upon the one year anniversary of the Phase 1/2 Milestone (“First Anniversary Milestone”); and (ii) upon the condition that L&F exercises its warrant upon achievement of the Phase 1/2 Milestone, the $351,579 exercise price is to be withheld from the cash payment due to L&F in connection with the Phase ½ Milestone. See Note 5 – Note Receivable for further details about the promissory note agreement entered into upon the exercise of warrants by L&F and Note 9 – Permanent and Temporary Stockholders’ Equity – Redeemable Common Stock and Put Option for discussion about the put option agreement entered into by the Company and L&F in connection with the L&F Note Agreement.

On March 7, 2022, August 26, 2022 and December 23, 2022, the Company and L&F executed a Waiver Agreement that waives L&F’s right to terminate the license agreement or any other remedies, for non-payment of the $1,500,000 of milestone payments, collectively through March 31, 2023. All other terms of the license agreement remain in effect.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

On February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waived L&F’s right to terminate the L&F License Agreement 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 of milestone payments (“Waiver B”). Waiver A was 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. See Note 5 – Note Receivable for further details around the promissory note agreement entered into upon the exercise of warrants by L&F and Note 9 – Stockholders’ Permanent and Temporary Equity – Redeemable Common Stock and Put Option for discussion about the put option agreement entered into by the Company and L&F in connection with the L&F Note Agreement.

On March 29, 2023, the Company paid the $648,421 of cash to L&F, thus meeting the conditions of Waiver A, which also had the effect of canceling the Note Receivable and the Put Option.

On January 30, 2024, the Company paid $500,000 of cash to L&F, thus meeting the conditions of Waiver B.

InflamaCORE

On April 18, 2019, the Company entered into a license agreement with InflamaCORE, LLC (“InflamaCORE”) whereby InflamaCORE agreed to grant the Predecessor an exclusive license to the InflamaCORE Program Technology for the development and commercialization of IC 100, for the treatment of inflammation. The term of the license agreement shall commence on the effective date and, unless earlier terminated in accordance with the terms of the agreement, continue until the expiration of the last-to-expire of all royalty payment obligations of licensee. In conjunction with this license agreement, InflamaCORE entered into an agreement with the University of Miami to aggregate all of the intellectual property and technology developed by InflamaCORE scientists, who are all employees of the University of Miami, under the InflamaCORE umbrella. The term of the agreement shall commence on the effective date and shall remain in effect until the later of (a) the date on which all issued patents and filed patent applications within the patent rights have expired or been abandoned and no royalties are due or (b) twenty (20) years, unless earlier terminated in accordance with the terms of the agreement. The two agreements were executed with the understanding that ZyVersa will further develop the intellectual property and technology under the license agreement.

In consideration for the license, the Predecessor agreed to pay an up-front fee to InflamaCORE in the amount of $346,321 to cover the patent cost reimbursement to the University of Miami. InflamaCORE is also entitled to six milestone payments totaling $22,500,000 (the first milestone payment of $200,000 is triggered by the submission of an investigational new drug application for the first indication of a therapeutic licensed product). ZyVersa is required to pay sales royalties to InflamaCORE between 5% and 10%, which expire upon the latest of: (a) expiration of the last-to-expire of a patent or (b) expiration of regulatory exclusivity, as defined in the agreement. ZyVersa is required to pay sales royalties to the University of Miami between 3% and 6%. Finally, InflamaCORE received five-year Predecessor warrants to purchase an aggregate of 1,000,000 shares of Predecessor common stock, of which, a Predecessor warrant to purchase 400,000 shares of Predecessor common stock (equivalent to 227 shares of Successor common stock), with an issue date fair value of $815,822, which was recorded as research and development expenses, was issued at the execution of the agreement at an exercise price of $2.30 per share (or $4,053.00 per share of Successor common stock) and the remaining Predecessor warrants to purchase 600,000 shares of Predecessor common stock are to be issued at a price per share equal to the fair value of the Predecessor’s common stock at the time of issuance upon the satisfaction of certain milestones, unless the Company closes an initial public offering (“IPO”), defined as the initial public offering of the Predecessor’s Common Stock or other equity securities, at which point all warrants will be issued. If the Company completes its IPO within the three-year period immediately prior to the expiration date, the expiration date shall automatically be extended until the third anniversary of the effective date of the Company’s IPO. The Company determined that the Business Combination didn’t meet the definition of an IPO. The University of Miami also received 200,000 shares of Predecessor common stock, with a grant date fair value of $460,000, which was recorded as research and development expenses, under the agreement. As of December 31, 2023, the Successor did not pay or owe any royalties, the performance milestones associated with the cash payments and issuance of Successor warrants were not achieved and the Company did not accrue for any payments or issue the remaining Successor warrants associated with the license agreement.

Operating Leases

The Successor recognized rent expense in connection with its operating lease for the year ended December 31, 2023 of $154,841 and the Successor and Predecessor recognized $7,795 and $148,881, respectively, for the period ending December 31, 2022 and December 12, 2022, respectively.

See Note 3 – Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements for information related to the Company’s adoption of the new lease accounting standard and the recognition of a right-of-use asset and operating lease liability.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

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

Financial Designation, Predecessor and Successor [Fixed List]	Successor			Successor			Predecessor
	Successor						Predecessor
				For the Period			For the Period
	For the Year Ended			December 13 Through			January 1, 2022 Through
	December 31, 2023			December 31, 2022			December 12, 2022

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating activities	$	100,099		$	4,786		$	86,100

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

Weighted Average Remaining Lease Term
Operating leases		0.08 Years			1.08 Years			1.08 Years

Weighted Average Discount Rate
Operating leases		6.5	%		6.5	%		6.5	%

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

	Amount

For the year ended December 31, 2024	$	8,703
Less: amount representing imputed interest		(48	)
Total	$	8,656

Schedule of Stock Options Valuation Assumptions (Details) - $ / shares	1 Months Ended		3 Months Ended	11 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2023	Dec. 12, 2022	Dec. 31, 2023
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Successor		Predecessor	Successor
Expected term (years)			6 years
Expected dividends			0.00%	0.00%	0.00%
Minimum [Member]
Fair value of common stock on date of grant			$ 2.11	$ 2.27	$ 152.50
Risk free interest rate			3.53%	1.68%	3.53%
Expected term (years)				3 years 6 months 10 days	5 years
Expected volatility			120.00%	111.00%	120.00%
Maximum [Member]
Fair value of common stock on date of grant			$ 2.23	$ 3.00	$ 791.00
Risk free interest rate			4.27%	3.01%	4.27%
Expected term (years)				6 years	6 years
Expected volatility			122.00%	119.00%	123.00%

Condensed Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - Predecessor [Member] - USD ($)	11 Months Ended	12 Months Ended
	Dec. 12, 2022	Dec. 31, 2023
Gross proceeds	$ 1,964,524	$ 18,114,193
Issuance costs	99,140	2,390,285
Convertible Notes Payable [Member]
Principal amount	5,230,000
Accrued interest	428,888
Convertible Notes Payable One [Member]
Principal amount	3,961,000
Accrued interest	709,608
Derivative liability	$ 1,167,601
Warrant [Member]
Gross proceeds		966,349
Issuance costs		$ 208,702

Schedule of Information Related to Stock Warrants (Details) - $ / shares

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of warrants, outstanding

689,520

903,320

^[1]

24,697

Number of warrants, exercisable

689,320

903,120

Weighted average exercise price, Exercisable

$ 157.46

$ 124.82

Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of warrants, outstanding

689,520

903,320

^[2]

Warrant exercisable, weighted average remaining life in life

3 years 8 months 1 day

3 years 3 months 18 days

^[2]

Number of warrants, exercisable

689,320

903,120

^[2]

Pre Funded Warrants [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of warrants, exercisable

131,500

Weighted average exercise price, Exercisable

$ 0.001

Exercise Price One [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price, outstanding

$ 12.50

^[2]

Number of warrants, outstanding

586,200

800,000

^[2]

Warrant exercisable, weighted average remaining life in life

3 years 6 months 29 days

3 years 2 months 12 days

^[2]

Number of warrants, exercisable

586,200

800,000

^[2]

Exercise Price Two [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price, outstanding

$ 47.50

^[2]

Number of warrants, outstanding

20,347

^[2]

Warrant exercisable, weighted average remaining life in life

4 years 11 months 12 days

Number of warrants, exercisable

20,347

^[2]

Exercise Price Three [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price, outstanding

$ 57.75

^[2]

Number of warrants, outstanding

19,965

^[2]

Warrant exercisable, weighted average remaining life in life

4 years 3 months 7 days

4 years 6 months

^[2]

Number of warrants, exercisable

19,965

^[2]

Exercise Price Four [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price, outstanding

$ 350.00

^[2]

Number of warrants, outstanding

27,551

^[2]

Warrant exercisable, weighted average remaining life in life

4 years 25 days

4 years 3 months 18 days

^[2]

Number of warrants, exercisable

27,551

^[2]

Exercise Price Five [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price, outstanding

$ 700.00

^[2]

Number of warrants, outstanding

13,944

^[2]

Warrant exercisable, weighted average remaining life in life

3 years 8 months 12 days

4 years

^[2]

Number of warrants, exercisable

13,944

^[2]

Exercise Price Six [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price, outstanding

$ 1,760.50

^[2]

Number of warrants, outstanding

300

^[2]

Warrant exercisable, weighted average remaining life in life

3 months 7 days

1 year 1 month 6 days

^[2]

Number of warrants, exercisable

100

^[2]

Exercise Price Seven [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price, outstanding

$ 2,415.00

^[2]

Number of warrants, outstanding

3,651

^[2]

Warrant exercisable, weighted average remaining life in life

3 years 8 months 12 days

3 years 10 months 24 days

^[2]

Number of warrants, exercisable

3,651

^[2]

Exercise Price Eight [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price, outstanding

$ 4,025.00

^[2]

Number of warrants, outstanding

17,335

^[2]

Warrant exercisable, weighted average remaining life in life

3 years 8 months 12 days

4 years

^[2]

Number of warrants, exercisable

17,335

^[2]

Exercise Price Nine [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Weighted average exercise price, outstanding

$ 4,053.00

^[2]

Number of warrants, outstanding

227

^[2]

Warrant exercisable, weighted average remaining life in life

18 days

3 months 18 days

^[2]

Number of warrants, exercisable

227

^[2]

[1]	Warrants outstanding exclude
[2]	Warrants outstanding and exercisable exclude

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Temporary equity, shares outstanding		0	188
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000	250,000,000
Common stock, shares issued	834,903	405,212	25,760
Common stock, shares outstanding	834,896	405,205	25,760
Treasury stock shares	7	7	0
Series A Preferred Stock [Member]
Preferred stock, shares authorized	8,635	8,635	8,635
Preferred stock, shares issued	50	50	8,635
Preferred stock, shares outstanding	50	50	8,635
Series B Preferred Stock [Member]
Preferred stock, shares authorized	5,062	5,062	5,062
Preferred stock, shares issued	5,062	5,062	5,062
Preferred stock, shares outstanding	5,062	5,062	5,062

Condensed Consolidated Statements of Cash Flows - USD ($)	1 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 12, 2022	Dec. 31, 2023
Statement of Cash Flows [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]	Successor			Predecessor	Successor
Cash Flows From Operating Activities:
Net loss	$ (75,018)	$ (2,826,737)	$ (3,543,950)	$ (14,047,607)	$ (98,297,946)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of in-process research and development					81,438,426
Impairment of goodwill					11,895,033
Stock-based compensation	56,333	223,573	287,461	3,524,801	1,192,963
Issuance of common stock pursuant to vendor agreements		79,200	395,200		671,620
Shares issued as consideration for extension of lock-up period					1,156,778
Amortization of debt discount				39,492
Change in fair value of derivative liability				607,001
Depreciation of fixed assets	532	2,600	2,600	9,868	10,400
Non-cash rent expense	4,443	7,839	22,047	79,918	90,532
Deferred tax benefit	(745,050)		(1,047,051)		(9,479,069)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	36,606	(651,017)	(1,096,204)	73,675	56,547
Vendor deposits	125,645			255,627	136,524
Accounts payable	(2,076,863)	(303,837)	355,441	6,617,064	2,405,938
Operating lease liability	(4,786)	(8,656)	(24,249)	(86,100)	(100,100)
Accrued expenses and other current liabilities	(715,730)	(299,563)	59,253	1,431,620	101,535
Net Cash Used In Operating Activities	(3,393,888)	(3,776,598)	(4,589,452)	(1,494,641)	(8,720,819)
Cash Flows From Financing Activities:
Proceeds from issuance of common stock in public offering					18,114,193
Registration and issuance costs associated with preferred stock issuance			(34,674)		(2,417,095)
Redemption of Series A Preferred Stock					(10,695,611)
Proceeds from issuance of preferred stock in private placement				1,964,524
Purchase of treasury stock					(7,168)
Exercise of warrants		2,672,500			1,126
Warrant inducement offer - exercise proceeds					966,349
Registration and issuance costs associated with preferred stock issuance				(99,140)	(5,500)
Net Cash Provided By (Used In) Financing Activities		2,672,500	(34,674)	1,865,384	5,956,294
Net Decrease in Cash	(3,393,888)	(1,104,098)	(4,624,126)	370,743	(2,764,525)
Cash - Beginning of Period	699,324	3,137,674	5,902,199	328,581	5,902,199
Cash - End of Period	5,902,199	2,033,576	1,278,073	699,324	3,137,674
Supplemental Disclosures of Cash Flow Information:
Conversion of convertible notes payable and accrued interest into preferred stock				5,658,888
Conversion of convertible notes payable and accrued interest into common stock				5,838,209
Reclassification of formerly redeemable common stock			$ 331,331		331,331
Recognition of ROU asset and lease liability upon adoption of ASC 842				182,732
Accounts payable for deferred offering costs	240,691			667,224	44,892
Warrant modification - incremental value					181,891
Warrant inducement offer - incremental value					$ 134,591

Schedule of Anti-dilutive Securities Excluded From Calculation of Diluted Net Loss Per Share (Details) (Parenthetical) - shares	1 Months Ended	3 Months Ended
	Dec. 31, 2022	Mar. 31, 2024	Dec. 31, 2023	Dec. 12, 2022
Series A Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares available for conversion	9,869	9,869
Series A Convertible Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares available for conversion	9,869	9,689
Series B Convertible Preferred Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares available for conversion	620	620
Inflamacore, LlC License Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants to purchase common shares	342		342	342

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

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]

Treasury Stock, Common [Member]

Additional Paid-in Capital [Member]

Predecessor [Member]

Retained Earnings [Member]

Predecessor [Member]

Total

Predecessor [Member]

Balance at Dec. 31, 2021

$ 242

$ 40,065,109

$ (52,896,817)

$ (12,831,466)

Balance, shares at Dec. 31, 2021

24,167,257

Stock-based compensation

3,524,801

Net loss

(14,047,607)

$ (14,047,607)

(14,047,607)

Issuance of preferred stock in private placement

$ 6

1,865,378

1,865,384

Issuance of preferred stock in private placement, shares

^[1]

625,639

Conversion of convertible notes payable into preferred stock

$ 18

5,658,870

5,658,888

Conversion of convertible notes payable into preferred stock, shares

^[2]

1,802,193

Conversion of preferred stock into common stock

$ (24)

$ 64

(40)

Conversion of preferred stock into common stock, shares

(2,427,832)

6,406,210

Conversion of convertible notes payable into common stock

$ 29

5,838,180

5,838,209

Conversion of convertible notes payable into common stock, shares

^[3]

2,940,537

Balance at Dec. 12, 2022

$ 1

$ 0

$ 1

$ 3

$ 335

$ 104,527,837

$ 56,952,298

$ (4,846,160)

$ (66,944,424)

99,681,682

$ (9,991,791)

Balance, shares at Dec. 12, 2022

8,635

5,062

25,760

33,514,004

Stock-based compensation

56,333

Net loss

(75,018)

Balance at Dec. 31, 2022

$ 1

$ 3

104,584,170

(4,921,178)

99,662,997

Balance, shares at Dec. 31, 2022

8,635

5,062

25,760

Stock-based compensation

287,461

Net loss

(3,543,950)

Reclassification of formerly redeemable common stock

331,331

Reclassification of formerly redeemable common stock, shares

188

Issuance of common stock pursuant to vendor agreements

395,200

Issuance of common stock pursuant to vendor agreements, shares

371

Registration costs associated with preferred stock issuance

(34,674)

Balance at Mar. 31, 2023

$ 1

$ 3

105,563,488

(8,465,128)

97,098,365

Balance, shares at Mar. 31, 2023

8,635

5,062

26,320

Balance at Dec. 31, 2022

$ 1

$ 3

104,584,170

(4,921,178)

99,662,997

Balance, shares at Dec. 31, 2022

8,635

5,062

25,760

Stock-based compensation

1,192,963

Net loss

(98,297,946)

Reclassification of formerly redeemable common stock

331,331

Reclassification of formerly redeemable common stock, shares

188

Issuance of common stock pursuant to vendor agreements

671,621

671,620

Issuance of common stock pursuant to vendor agreements, shares

10,457

Registration costs associated with preferred stock issuance

(5,500)

Registered offering of common stock

$ 8

15,723,900

15,723,908

Registered offering of common stock , shares

^[4]

80,776

Redemption of Series A Preferred Stock

$ (1)

(10,295,048)

(10,295,049)

Redemption of Series A Preferred Stock, shares

(8,550)

Conversion of Series A Preferred Stock into common stock

Conversion of series A preferred stock into common stock , shares

(35)

Shares issued as consideration for extension of lock-up period

$ 1

1,156,777

1,156,778

Shares issued as consideration for extension of lock-up period, shares

8,698

Treasury stock acquired, at cost

$ (7,168)

(7,168)

Treasury stock acquired, at cost, shares

(7)

Warrant modification

181,891

Exercise of pre-funded warrants

$ 26

1,100

1,126

Exercise of pre-funded warrants, shares

255,557

Warrant inducement offer - exercise proceeds

$ 2

757,644

757,646

Warrant inducement offer - exercise proceeds, shares

^[5]

20,346

Round up share adjustment due to reverse split

Round up share adjustment due to reverse split, shares

3,380

Balance at Dec. 31, 2023

$ 1

$ 40

$ (7,168)

114,300,849

(103,219,124)

11,074,598

Balance, shares at Dec. 31, 2023

5,062

405,212

(7)

Stock-based compensation

223,573

Net loss

(2,826,737)

Issuance of common stock pursuant to vendor agreements

$ 1

79,199

79,200

Issuance of common stock pursuant to vendor agreements, shares

9,000

Exercise of pre-funded warrants

$ 13

(13)

Exercise of pre-funded warrants, shares

131,481

Round up share adjustment due to reverse split

$ 8

(8)

Exercise of warrants

$ 21

2,672,479

2,672,500

Exercise of warrants, shares

213,800

Balance at Mar. 31, 2024

$ 1

$ 83

$ (7,168)

$ 117,276,079

$ (106,045,861)

$ 11,223,134

Balance, shares at Mar. 31, 2024

5,062

834,903

(7)

[1]	Includes gross proceeds of $1,964,524 less issuance costs of $99,140
[2]	Includes principal of $5,230,000 and accrued interest of $428,888
[3]	Includes principal of $3,961,000, accrued interest of $709,608 and derivative liability of $1,167,601
[4]	Includes gross proceeds of $18,114,193 less issuance costs of $2,390,285
[5]	Includes gross proceeds of $966,349 less issuance costs of $208,702

Schedule of Future Minimum Payments Under Lease (Details)	Dec. 31, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
For the year ended December 31, 2024	$ 8,703
Less: amount representing imputed interest	(48)
Total	$ 8,656

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

1 Months Ended

3 Months Ended

11 Months Ended

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Mar. 31, 2024

Mar. 31, 2023

Dec. 12, 2022

Dec. 31, 2023

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

34,374

701,902

34,653

25,006,119

915,702

Warrant [Member]

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

Total potentially dilutive shares

24,697

^[1],[2]

689,520

^[3]

24,653

^[3],[4]

^[1]

903,320

^[1]

Warrant [Member] | Predecessor [Member]

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

Total potentially dilutive shares

^[1]

8,560,561

Share-Based Payment Arrangement, Option [Member]

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

Total potentially dilutive shares

5,762

10,243

6,086

10,243

Share-Based Payment Arrangement, Option [Member] | Predecessor [Member]

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

Total potentially dilutive shares

10,039,348

Series A Convertible Preferred Stock [Member]

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

Total potentially dilutive shares

2,468

^[5]

2,467

^[6]

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

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

Total potentially dilutive shares

6,406,210

Series B Convertible Preferred Stock [Member]

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

Total potentially dilutive shares

1,447

^[7]

2,067

1,446

^[8]

2,067

[1]	As part of the InflamaCORE, LLC license agreement, warrants to purchase 342 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 8 - Commitments and Contingencies - License Agreements for details.
[2]	Does not include an additional 9,869 shares if the Successor Series A warrant exercise price resets to its floor price.
[3]	As part of the InflamaCORE, LLC license agreement, warrants to purchase 341 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 6 - Commitments and Contingencies - License Agreements for details.
[4]	Does not include an additional
[5]	Does not include an additional 9,869 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price.
[6]	Does not include an additional
[7]	Does not include an additional 620 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price.
[8]	Does not include an additional

Subsequent Events (Details Narrative) - USD ($)								1 Months Ended	2 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Apr. 25, 2024	Mar. 06, 2024	Jan. 30, 2024	Jan. 02, 2024	Jan. 01, 2024	Dec. 04, 2023	Feb. 28, 2023	Dec. 31, 2022	Mar. 15, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 12, 2022	Dec. 31, 2023	Feb. 23, 2024
Subsequent Event [Line Items]
Cash payment										$ 7,261
Gross proceeds pre-funded warrants										$ 2,672,500			$ 1,126
Reverse stock split						the Company effected a reverse stock split of its common stock at a ratio of 1-for-35 (the “2023 Reverse Split”). Upon the effectiveness of the 2023 Reverse Split, every 35 issued shares of common stock were reclassified and combined into one share of common stock.
December 2023 Offering [Member]
Subsequent Event [Line Items]
Warrants to purchase common shares		213,800
Warrant exercise price		$ 12.50
Gross proceeds pre-funded warrants		$ 2,672,500
Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse stock split	the Company effected a reverse stock split of its common stock at a ratio of 1-for-10 (the “2024 Reverse Split”). Upon the effectiveness of the 2024 Reverse Split, every 10 issued shares of common stock were reclassified and combined into one share of common stock.
Subsequent Event [Member] \| Two Thousand Twenty Two Omnibus Equity Incentive Plan [Member]
Subsequent Event [Line Items]
Number of shares increased					31,790
Subsequent Event [Member] \| December 2023 Offering [Member]
Subsequent Event [Line Items]
Warrants to purchase common shares									213,800					131,481
Warrant exercise price									$ 12.50					$ 0.001
Gross proceeds pre-funded warrants									$ 2,672,500
Warrants exercised on cashless basic														131,500
License Agreement [Member] \| L&F Research LLC [Member] \| Waiver B [Member]
Subsequent Event [Line Items]
Cash payment			$ 500,000				$ 500,000
License Agreement [Member] \| L&F Research LLC [Member] \| Waiver B [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Cash payment			$ 500,000
Marketing Agreement [Member] \| Vendor [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Issued for services, shares				9,000
Prepaid expenses				$ 79,200

Cover	3 Months Ended
Cover	Mar. 31, 2024
Cover [Abstract]
Document Type	POS AM
Amendment Flag	true
Amendment Description	On November 3, 2023, ZyVersa Therapeutics, Inc. (the “Company”, “we”, “us”, or “our”) filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (File No. 333-275320), as amended (the “Registration Statement”), which was declared effective by the SEC under the Securities Act on December 6, 2023, with respect to 40,000 shares of common stock, 360,000 pre-funded warrants to purchase up to 360,000 shares of common stock, 400,000 Series A common warrants to purchase up to 400,000 shares of common stock, and 400,000 Series B common warrants to purchase up to 400,000 shares of common stock.
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) 231-1688
Local Phone Number	231-1688
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

Accrued Expenses and Other Current Liabilities

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 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, 2024 and December 31, 2023:

	March 31,		December 31,
	2024		2023

L&F milestone payment liability	$	-	$	500,000
Payroll accrual		668,803		668,803
Other accrued expenses		51,969		41,969
Bonus accrual		726,937		536,500
Registration delay liability ^[1]		7,261		7,261
Total accrued expenses and other current liabilities	$	1,454,970	$	1,754,533

^[1]

See Note 7 – Stockholders’ Permanent and Temporary Equity for details of the registration delay liability.

Note 6 – Accrued Expenses and Other Current Liabilities

As of December 31, 2023 and 2022, accrued expenses and other current liabilities consisted of the following:

	2023		2022
	For the Years Ended
	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		668,803		584,226
Other accrued expenses		41,969		214,229
Federal income tax payable		-		106,683
Bonus accrual		536,500		-
Registration delay liability ^[2]		7,261		-
Total accrued expenses and other current liabilities	$	1,754,533	$	2,053,559

[1]	See Note 5 – “Note Receivable” and Note 8 – “Commitments and Contingencies” for details of the forgiveness of the L&F Note.

[2]	See Note 9 – “Stockholders’ Permanent and Temporary Equity – Effectiveness Failure” for details of the registration delay liability.

Note Receivable (Details Narrative) - USD ($)				3 Months Ended
Note Receivable (Details Narrative) - USD ($)	Mar. 29, 2023	Feb. 28, 2023	Dec. 13, 2020	Mar. 31, 2024	Feb. 20, 2023
Debt instrument interest rate					2.00%
Cash payment				$ 7,261
License Agreement [Member] \| L&F Research LLC [Member] \| Waiver A [Member]
Cash payment	$ 648,421	$ 648,421
L&F Note [Member]
Debt instrument face amount			$ 351,579
Debt instrument interest rate			1.17%
Milestone payments			$ 500,000
Administrative fee			$ 6,000

Business Organization, Nature of Operations and Basis of Presentation (Details Narrative) - USD ($)	Apr. 25, 2024	Dec. 04, 2023	Dec. 31, 2023
Subsequent Event [Line Items]
Cash FDIC insured amount			$ 250,000
Reverse stock split		the Company effected a reverse stock split of its common stock at a ratio of 1-for-35 (the “2023 Reverse Split”). Upon the effectiveness of the 2023 Reverse Split, every 35 issued shares of common stock were reclassified and combined into one share of common stock.
Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse stock split	the Company effected a reverse stock split of its common stock at a ratio of 1-for-10 (the “2024 Reverse Split”). Upon the effectiveness of the 2024 Reverse Split, every 10 issued shares of common stock were reclassified and combined into one share of common stock.

Stockholders’ Permanent and Temporary Equity (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Equity [Abstract]

Schedule of Stock Options Valuation Assumptions

The grant date fair value of stock options granted during the Successor year ended December 31, 2023 and the period from December 13, 2022 through December 31, 2022 for the Successor and the period from January 1, 2022 through December 12, 2022 for the Predecessor was determined using the Black Scholes method, with the following assumptions used:

	Successor		Successor	Predecessor
	Successor			Predecessor
			For the Period	For the Period
	For the Year ended		December 13 through	January 1 through
	December 31, 2023		December 31, 2022	December 12, 2022
Fair value of common stock on date of grant	$152.50 - $791.00		n/a	$2.27 - $3.00
Risk free interest rate	3.53% - 4.27	%	n/a	1.68% - 3.01	%
Expected term (years)	5.00 - 6.00		n/a	3.53 - 6.00
Expected volatility	120% - 123	%	n/a	111% - 119	%
Expected dividends	0.00	%	n/a	0.00	%

Schedule of Stock Option Activity

A summary of the option activity for the three months ended March 31, 2024 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, 2024		10,243	$	2,218.51
Granted		-		-
Exercised		-		-
Forfeited		-		-
Outstanding, March 31, 2024		10,243	$	2,218.51		6.1	$	-

Exercisable, March 31, 2024		6,150	$	3,438.48		5.0	$	-

A summary of the option activity for the year ended December 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		5,762	$	3,670.31
Granted		4,481		195.32
Exercised		-		-
Forfeited		-		-
Outstanding, December 31, 2023		10,243	$	2,218.51		6.3	$	-

Exercisable, December 31, 2023		5,690	$	3,347.23		5.0	$	-

Schedule of Information Related to Stock Options

The following table presents information related to stock options as of March 31, 2024:

Options Outstanding			Options Exercisable
				Weighted
		Outstanding		Average	Exercisable
	Exercise	Number of		Remaining Life	Number of
	Price	Options		In Years	Options
$	152.50	4,157		9.1	429
$	738.50	286		8.8	95
$	791.00	38		8.9	12
$	1,760.50	1,910		1.8	1,910
$	3,965.50	37		8.2	37
$	4,053.00	2,095		5.0	2,095
$	5,726.00	1,720		7.2	1,572
		10,243		5.0	6,150

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

Options Outstanding				Options Exercisable
				Weighted
		Outstanding		Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Options		In Years		Options
$	152.50		4,157		9		429
$	738.50		286		-		-
$	791.00		38		-		-
$	1,760.50		1,910		2.1		1,910
$	3,965.50		37		8.5		37
$	4,053.00		2,095		5.3		2,095
$	5,726.00		1,720		7.4		1,219
			10,243		5.0		5,690

Summary of Warrant Activity

A summary of the warrant activity for the three months ended March 31, 2024, is presented below:

Summary of Warrant Activity

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

Outstanding, January 1, 2024 ^[1]		903,320		$	123.44
Issued		-			-
Exercised ^[2]		(213,800	)		12.50
Outstanding, March 31, 2024		689,520		$	157.92		3.67	$	-

Exercisable, March 31, 2024		689,320		$	157.46		3.67	$	-

[1]

Warrants outstanding exclude 131,500 December 2023 Pre-Funded Warrants outstanding with an exercise price of $0.001.

[2]

Warrants exercised exclude 131,500 December 2023 Pre-Funded Warrants exercised with an exercise price of $0.001.

A summary of the warrant activity for the year ended December 31, 2023 is presented below:

Summary of Warrant Activity

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

Outstanding, Janaury 1, 2023			24,697		$	3,761.14
Issued ^[4]	^[4]		888,210			27.11
Exercised ^[5]	^[5]		(20,347	)		47.50
Forfeited			(959	)		324.66
Repriced - Old ^[1]			(2,472	)		4,025.00
Repriced - New ^[1]			14,191			700.00
Repriced - Old ^[2]			(3,938	)		350.00
Repriced - New ^[2]			3,938			57.75
Repriced - Old ^[3]			(20,347	)		57.75
Repriced - New ^[3]			20,347			47.50
Outstanding, December 31, 2023			903,320		$	123.44		3.2	$	-

Exercisable, December 31, 2023			903,120			124.82		3.3	$	-

[1]	Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 2,472 shares of common stock to their floor price of $700.00 per share.
[2]	Warrants represent the reset of the exercise price of certain April 28, 2023 offering warrants to purchase 3,938 shares of common stock to a price of $57.75 per share.
[3]	Warrants represent the reset of the exercise price of certain July 26, 2023 offering warrants to purchase 20,347 shares of common stock to a price of $47.50 per share.
[4]	Warrants issued exclude 27,065 July Pre-Funded Warrants with an exercise price of $0.035 and 360,000 December 2023 Pre-Funded Warrants with an exercise price of $0.001.
[5]	Warrants exercised exclude 27,065 July 2023 Pre-Funded Warrants exercised with an exercise price of $0.035 and 228,500 December 2023 Pre-Funded Warrants exercised with an exercise price of $0.001.

Schedule of Information Related to Stock Warrants

The following table presents information related to stock warrants as of March 31, 2024:

Warrants Outstanding			Warrants Exercisable
		Outstanding		Weighted Average	Exercisable
	Exercise	Number of		Remaining Life	Number of
	Price	Warrants		In Years	Warrants
$	12.50	586,200		3.58	586,200
$	47.50	20,347		4.95	20,347
$	57.75	19,965		4.27	19,965
$	350.00	27,551		4.07	27,551
$	700.00	13,944		3.70	13,944
$	1,760.50	300		0.27	100
$	2,415.00	3,651		3.70	3,651
$	4,025.00	17,335		3.70	17,335
$	4,053.00	227		0.05	227
		689,520		3.67	689,320

The following table presents information related to stock warrants as of December 31, 2023:

Warrants Outstanding [1]				Warrants Exercisable [1]
		Outstanding		Weighted Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Warrants		In Years		Warrants
$	12.50		800,000		3.2		800,000
$	47.50		20,347		n/a		20,347
$	57.75		19,965		4.5		19,965
$	350.00		27,551		4.3		27,551
$	700.00		13,944		4.0		13,944
$	1,760.50		300		1.1		100
$	2,415.00		3,651		3.9		3,651
$	4,025.00		17,335		4.0		17,335
$	4,053.00		227		0.3		227
			903,320		3.3		903,120

[1]	Warrants outstanding and exercisable exclude 131,500 Pre-Funded Warrants with an exercise price of $0.001.

Schedule of Stock Options Granted

The grant date fair value of stock options granted during the three months ended March 31, 2024 and 2023 was determined using the Black Scholes method, with the following assumptions used:

Schedule of Stock Options Granted

	For the Three Months Ended
	March 31,
	2024	2023
Fair value of common stock on date of grant	N/A	$2.11 - $2.23
Risk free interest rate	N/A	3.53% - 4.27%
Expected term (years)	N/A	6.00
Expected volatility	N/A	120% - 122%
Expected dividends	N/A	0.00%

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

Mar. 31, 2024

Dec. 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

668,803

584,226

Other accrued expenses

51,969

41,969

214,229

Federal income tax payable

106,683

Bonus accrual

726,937

536,500

Registration delay liability

7,261

^[2]

7,261

^[2],[3]

^[3]

Total accrued expenses and other current liabilities

$ 1,454,970

$ 1,754,533

$ 2,053,559

[1]	See Note 5 – “Note Receivable” and Note 8 – “Commitments and Contingencies” for details of the forgiveness of the L&F Note.
[2]	See Note 7 – Stockholders’ Permanent and Temporary Equity for details of the registration delay liability.
[3]	See Note 9 – “Stockholders’ Permanent and Temporary Equity – Effectiveness Failure” for details of the registration delay liability.

Summary of Significant Accounting Policies

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 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, 2023 financial statements were issued in its 2023 Annual Report on Form 10-K, there have been no material changes to the Company’s significant accounting policies.

Use of Estimates

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

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:

	2024		2023
	For the Three Months Ended
	March 31,
	2024		2023
Warrants ^[1]		689,520		24,653	⁽²⁾
Options		10,243		6,086
Series A Convertible Preferred Stock		72		2,467	⁽³⁾
Series B Convertible Preferred Stock		2,067		1,446	⁽⁴⁾
Total potentially dilutive shares		701,902		34,653

[1]	As part of the InflamaCORE, LLC license agreement, warrants to purchase 341 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 6 - Commitments and Contingencies - License Agreements for details.
[2]	Does not include an additional 9,869 shares if the Successor Series A warrant exercise price resets to its floor price.
[3]	Does not include an additional 9,689 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price.
[4]	Does not include an additional 620 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price.

Segment Reporting

Reclassifications

Recently Issued Accounting Pronouncements

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Note 3 – Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

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, goodwill impairment, in-process research and development, 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.

Cash and Cash Equivalents

Business Combination

Long-Lived Assets and Goodwill

Equipment, Net

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

Financing Costs

Convertible Promissory Notes

Fair Value of Financial Instruments

Level 1 — quoted prices in active markets for identical assets or liabilities;

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable; and

Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

Income Taxes

The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Leases

See Note 3 - Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements for further details on the adoption of ASC 842.

Research and Development

Research and development expenses are charged to operations as incurred.

Stock-Based Compensation

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

Fair Value of Stock Options and Warrants

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			December 12, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor		Successor			Predecessor
	Successor					Predecessor
	December 31,
	2023		2022			December 12, 2022
Predecessor warrants ^[1]		-		-			8,560,561
Successor warrants ^[1]		903,320		24,697	[2]		-
Predecessor options		-		-			10,039,348
Successor options		10,243		5,762			-
Successor Series A Convertible Preferred Stock		72		2,468	[3]		-
Successor Series B Convertible Preferred Stock		2,067		1,447	[4]		-
Predecessor Series A Convertible Preferred Stock		-		-			6,406,210
Total potentially dilutive shares		915,702		34,374			25,006,119

[1]

[2]	Does not include an additional 9,869 shares if the Successor Series A warrant exercise price resets to its floor price.

[3]	Does not include an additional 9,869 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price.

[4]	Does not include an additional 620 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price.

Segment Reporting

Recently Adopted Accounting Pronouncements

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

Schedule of Provision For Income Taxes (Details) - USD ($)	1 Months Ended		3 Months Ended		11 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 12, 2022	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Successor			Predecessor	Successor
Current tax benefit:
Federal
State						23,240
Current tax benefit						23,240
Deferred tax benefit:
Federal		(151,625)			(2,191,344)	(19,104,800)
State		(34,844)			(482,283)	(4,468,170)
Deferred tax benefit		(186,469)			(2,673,627)	(23,572,970)
Change in valuation allowance		(558,581)			2,673,627	14,093,900
Provision for income taxes		$ (745,050)		$ (1,047,051)		$ (9,455,830)

Stockholders’ Permanent and Temporary Equity

3 Months Ended

12 Months Ended

Mar. 31, 2024

Dec. 31, 2023

Equity [Abstract]

Stockholders’ Permanent and Temporary Equity

Note 7 – Stockholders’ Permanent and Temporary Equity

Common Stock

During the three months ended March 31, 2024, the Company entered into a marketing agreement with a vendor in which the Company issued an aggregate of 9,000 shares of common stock and cash in exchange for marketing services. The $79,200 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 6 – Commitments and Contingencies for discussion of the movement of temporary equity to permanent equity on March 29, 2023.

Stock-Based Compensation

For the three months ended March 31, 2024 the Company recorded stock-based compensation expense of $223,573 (of which, $15,447 was included in research and development and $208,126 was included in general and administrative expense) related to options issued to employees and consultants. For the three months ended March 31, 2023 the Company 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. As of March 31, 2024 there was $803,890 of unrecognized stock-based compensation expense, which the Company expects to recognize over a weighted average period of 1.6 years.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Stock Options

The grant date fair value of stock options granted during the three months ended March 31, 2024 and 2023 was determined using the Black Scholes method, with the following assumptions used:

Schedule of Stock Options Granted

	For the Three Months Ended
	March 31,
	2024	2023
Fair value of common stock on date of grant	N/A	$2.11 - $2.23
Risk free interest rate	N/A	3.53% - 4.27%
Expected term (years)	N/A	6.00
Expected volatility	N/A	120% - 122%
Expected dividends	N/A	0.00%

A summary of the option activity for the three months ended March 31, 2024 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, 2024		10,243	$	2,218.51
Granted		-		-
Exercised		-		-
Forfeited		-		-
Outstanding, March 31, 2024		10,243	$	2,218.51		6.1	$	-

Exercisable, March 31, 2024		6,150	$	3,438.48		5.0	$	-

The following table presents information related to stock options as of March 31, 2024:

Options Outstanding			Options Exercisable
				Weighted
		Outstanding		Average	Exercisable
	Exercise	Number of		Remaining Life	Number of
	Price	Options		In Years	Options
$	152.50	4,157		9.1	429
$	738.50	286		8.8	95
$	791.00	38		8.9	12
$	1,760.50	1,910		1.8	1,910
$	3,965.50	37		8.2	37
$	4,053.00	2,095		5.0	2,095
$	5,726.00	1,720		7.2	1,572
		10,243		5.0	6,150

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Stock Warrants

Between February 26, 2024 and March 6, 2024, investors in the December 2023 Offering exercised warrants to purchase 213,800 shares of common stock at an exercise price of $12.50 per share for total proceeds of $2,672,500.

Between January 17 and February 23, 2024, a December 2023 Offering investor exercised pre-funded warrants to purchase 131,500 shares of common stock on a cashless basis to purchase 131,481 shares of common stock at an exercise price of $0.001 per share.

A summary of the warrant activity for the three months ended March 31, 2024, is presented below:

Summary of Warrant Activity

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

Outstanding, January 1, 2024 ^[1]		903,320		$	123.44
Issued		-			-
Exercised ^[2]		(213,800	)		12.50
Outstanding, March 31, 2024		689,520		$	157.92		3.67	$	-

Exercisable, March 31, 2024		689,320		$	157.46		3.67	$	-

[1]

Warrants outstanding exclude 131,500 December 2023 Pre-Funded Warrants outstanding with an exercise price of $0.001.

[2]

Warrants exercised exclude 131,500 December 2023 Pre-Funded Warrants exercised with an exercise price of $0.001.

The following table presents information related to stock warrants as of March 31, 2024:

Warrants Outstanding			Warrants Exercisable
		Outstanding		Weighted Average	Exercisable
	Exercise	Number of		Remaining Life	Number of
	Price	Warrants		In Years	Warrants
$	12.50	586,200		3.58	586,200
$	47.50	20,347		4.95	20,347
$	57.75	19,965		4.27	19,965
$	350.00	27,551		4.07	27,551
$	700.00	13,944		3.70	13,944
$	1,760.50	300		0.27	100
$	2,415.00	3,651		3.70	3,651
$	4,025.00	17,335		3.70	17,335
$	4,053.00	227		0.05	227
		689,520		3.67	689,320

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Effectiveness Failure

In connection with the Business Combination, the Company conducted the Successor Series A Preferred Stock Financing. On or about February 20, 2023, the Company failed to have the SEC declare a registration statement effective (the “Effectiveness Failure”) which covered the Successor Series A Preferred Stock registrable securities within the time period prescribed by the Securities Purchase Agreement (the “SPA”). The SPA entitles the investors to receive registration delay payments (“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. On April 28, 2023, the proceeds from the April 2023 Offering were used to make most of the Registration Delay Payments and redeem substantially all of the Successor Series A Preferred Stock (see Successor Series A Preferred Stock Financing above). As of March 31, 2024, the Company has accrued additional Registration Delay Payments of approximately $7,261 in the aggregate.

Note 9 – Stockholders’ Permanent and Temporary Equity

Authorized Capital

The Predecessor was authorized to issue 75,000,000 shares of Predecessor common stock, par value of $0.00001 per share, and 5,000,000 shares of Predecessor preferred stock, par value of $0.00001 per share. The holders of the Predecessor’s common stock were entitled to one vote per share.

The Successor was authorized to issue 110,000,000 shares of Successor common stock, par value of $0.0001 per share, and 1,000,000 shares of Successor preferred stock, par value $0.0001 per share. The holders of the Successor’s common stock are entitled to one vote per share.

Effective November 30, 2023, the Company amended its certificate of incorporation to increase the authorized number of shares of the Company’s capital stock from 111,000,000 to 251,000,000 and the number of authorized shares of common stock from 110,000,000 to 250,000,000.

Equity Incentive Plans

Predecessor 2014 Equity Incentive Plan

The Predecessor was authorized to issue awards under its 2014 Equity Incentive Plan (the “2014 Plan”), as amended on October 9, 2018, February 2, 2019 and February 2, 2021. Under the 2014 Plan, 102,651 shares of Predecessor common stock of the Company are authorized for issuance as of December 12, 2022. The number of shares of common stock available for issuance under the 2014 Plan shall automatically increase on the first trading day of January each calendar year during the term of the 2014 Plan, beginning with calendar year 2019, by an amount equal to five percent (5%) of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year. The 2014 Plan provides for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants of the Company and its affiliates. The 2014 Plan requires the exercise price of stock options to be not less than the fair value of the Company’s common stock on the date of grant. As of December 31, 2023, there were no shares available for future issuance under the 2014 Plan.

On December 12, 2022, in connection with the consummation of the Business Combination, the Predecessor approved the amendment to the 2014 Plan (the “2014 Plan Amendment”). The 2014 Plan Amendment provides, among other things, that upon consummation of the Business Combination, no further increases in the shares of common stock reserved and available for issuance under the 2014 Plan shall occur and no new awards shall be made under the 2014 Plan.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

Successor 2022 Omnibus Equity Incentive Plan

The Successor is authorized to issue awards under the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”). Under the 2022 Plan, 3,114 shares of Successor common stock were initially authorized for issuance. The number of shares of Successor common stock available for issuance under the 2022 Plan shall automatically increase on the first trading day of January each calendar year during the term of the 2022 Plan, beginning with calendar year 2023, by an amount equal to four percent (4%) of the total number of shares of Successor common stock outstanding on the last trading day in December of the immediately preceding calendar year. On January 1, 2023 the shares automatically increased to 4,153. On September 8, 2023, the Company’s Board of Directors approved the Company’s Amended and Restated 2022 Omnibus Equity Incentive Plan (the “A&R Plan”), which the stockholders approved on October 31, 2023. The restated plan increases the number of shares of the Company’s Successor common stock reserved for issuance by 11,429 shares to 15,581. The 2022 Plan provides for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants of the Company and its affiliates. The 2022 Plan requires the exercise price of stock options to be not less than the fair value of the Company’s Successor common stock on the date of grant. As of December 31, 2023, there were 11,429 Successor shares available for future issuance under the 2022 Plan.

Successor Common Stock

On December 12, 2022, the Company closed on the Business Combination (see Note 4 – Business Combination) which met the legal definition of a reverse merger with a publicly traded company (albeit for accounting purposes it was a forward merger). Accordingly, such Business Combination met the definition of a Qualified Offering and, as such, the $3,961,000 of Predecessor convertible notes principal, $709,608 of related accrued interest and $1,167,601 of derivative liabilities, were automatically converted into 2,940,537 shares of Predecessor common stock, which in turn were exchanged for 1,669 shares of Successor common stock. The automatic conversion was pursuant to the share-settled redemption feature included in the original terms of the Predecessor convertible notes which resulted in a conversion price of $1.58835 (80% of the $1.98542 fair value per share of the Predecessor common stock which was determined using the Business Combination exchange ratio of 1,762.86). The automatic conversion of Predecessor convertible notes pursuant to a share-settled redemption feature is accounted for as an extinguishment, but this automatic conversion didn’t result in the recognition of an extinguishment loss because the redemption feature (derivative liability) was marked to the market on the date of the Business Combination, prior to the derecognition of the carrying value of the Predecessor convertible notes principal, accrued interest and derivative liability, and those aggregate amounts are allocated to common stock (par value) and additional paid-in-capital.

On June 5, 2023, the Company issued 8,698 shares of common stock valued at $1.2 million to certain investors in a private placement (including to certain members of the Company’s sponsor) in exchange for increasing the duration of their lockup period until July 31, 2023 with respect to an aggregate of 5,651 shares of common stock underlying all securities of the Company held by such investors. The $1,156,778 fair value of the common stock issued was recorded in general and administrative expense in the Statement of Operations during the year ended December 31, 2023.

During the year ended December 31, 2023, the Company entered into marketing agreements with two vendors in which the Company issued an aggregate of 10,457 shares of common stock and cash in exchange for marketing services. The $671,620 fair value of the common stock was established as a prepaid expense and the Company is recognizing the expense over the terms of the contracts.

Successor Equity Offerings

On April 28, 2023, the Company completed an offering of 31,473 shares of common stock and warrants to purchase 31,473 shares of common stock for gross proceeds of $11.0 million (the “April 2023 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 $350.00 per share, which was exercisable upon issuance. The Company determined that the warrant should be equity-classified, primarily because it is indexed to the Company’s own stock and it met the requirements for equity classification. Accordingly, because both the common stock and the warrant are equity-classified, it wasn’t necessary to allocate the proceeds or the issuance costs to the respective securities. Total issuance costs were $1,184,482 including $440,620 of placement fees, $455,332 of legal fees, $259,774 of accounting and professional service costs related to the offering, and $28,756 of other costs.

On July 26, 2023, the Company completed a public offering of 9,303 shares of common stock, pre-funded warrants (the “July 2023 Pre-Funded Warrants”) to purchase 27,057 shares of common stock and common warrants (the “July 2023 Warrants”) to purchase 36,364 shares of common stock at a combined public offering price of $57.80 per share (less $0.035 for each July 2023 Pre-Funded Warrant) which resulted in gross proceeds of $2.1 million (the “July 2023 Offering”). The July Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all July 2023 Pre-Funded Warrants are exercised in full, and have an exercise price of $0.035 per share. The July 2023 Warrants are exercisable immediately for a term of five years and have an exercise price of $57.80 per share. The Company determined that both warrants should be equity-classified, primarily because they are indexed to the Company’s own stock and they met the requirements for equity classification. Accordingly, because the common stock and both warrants are equity-classified, it wasn’t necessary to allocate the proceeds or the issuance costs to the respective securities. Total issuance costs were $523,115 including $125,943 of placement fees, $236,091 of legal fees, $87,037 of accounting and professional service costs related to the offering, $26,744 of other costs, and $47,300 incremental fair value of the modified warrants as compared to the original warrants (see Stock Warrants below).

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

On December 11, 2023, the Company completed a public offering of 40,000 shares of common stock, pre-funded warrants (the “December 2023 Pre-Funded Warrants”) to purchase 360,000 shares of common stock, Series A common warrants (the “December 2023 Series A Warrants”) to purchase 400,000 shares of common stock, and Series B common warrants (the “December 2023 Series B Warrants”) to purchase 400,000 shares of common stock at a combined public offering price of $12.50 per share (less $0.001 for each December 2023 Pre-Funded Warrant) which resulted in gross proceeds of $5.0 million (the “December 2023 Offering”). The December 2023 Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all Pre-Funded Warrants are exercised in full, and have an exercise price of $0.001 per share. The December 2023 Series A Warrants are exercisable immediately for a term of five years and have an exercise price of $12.50 per share. The December 2023 Series B Warrants are exercisable immediately for a term of 18-months and have an exercise price of $12.50 per share. The Company determined that all warrants should be equity-classified, primarily because they are indexed to the Company’s own stock and they met the requirements for equity classification. Accordingly, because the common stock and warrants are equity-classified, it wasn’t necessary to allocate the proceeds or the issuance costs to the respective securities. Total issuance costs were $653,514 including $299,978 of placement fees, $232,336 of legal fees, $94,325 of accounting and professional service costs related to the offering, and $26,875 of other costs.

Redeemable Common Stock and Put Option

On December 13, 2020 (the “Effective Date”), in connection with the L&F Note Agreement (see Note 5 – Note Receivable for details), the Predecessor and L&F entered into an agreement to provide L&F with a put option to cause the Company to purchase up to 331,331 shares of Predecessor common stock (“Put Shares”) at a price of $1.00 per share (“Put Option”). The put option expires at the earlier of (A) the date that the L&F Note is repaid in full; or (B) the fifth (5th) anniversary of the Effective Date. The parties agreed that, in the event of an exercise by L&F, in lieu of paying L&F for the Put Shares, the Company shall reduce the amount of the receivable then owed by L&F to the Company under the L&F Note Agreement. The Put Option was sold to L&F for total consideration of $331, which was recorded within additional paid-in capital.

On December 12, 2022, the Company closed on the Business Combination (see Note 4 – Business Combination) whereby the 331,331 shares of Predecessor common stock subject to the Put Option were exchanged for 188 shares of Successor common stock at a price of $1,762.80 per share. The put option has the practical effect of making the underlying shares of Successor common stock redeemable. As a result, they were classified as temporary equity on the December 31, 2022 balance sheet.

On March 29, 2023, the Company forgave $351,579 in aggregate principal amount outstanding on the L&F 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 188 shares of Successor common stock and $331,331 classified as temporary equity to permanent equity.

Predecessor Series A Preferred Stock

Predecessor Series A Preferred Stock Financings

On March 31, 2022, the Predecessor sold 133,541 shares of Series A Preferred Stock to investors at a price of $3.14 per share for net proceeds of $392,301, of which $100,000 was from related parties.

The Predecessor Series A Preferred Stock is convertible, at the option of the holder, at any time into shares of Predecessor common stock on a one-to-one basis, subject to standard antidilution adjustments. In addition, in the event of any non-exempt issuances by the Company for less than the in-force conversion price, the Predecessor Series A Preferred Stock conversion price shall be reduced on a weighted average basis. Each share of Predecessor Series A Preferred Stock shall automatically be converted into shares of Predecessor common stock at the then effective conversion price concurrently with (i) the closing of a Public Transaction or (ii) the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Predecessor Series A Preferred stock. A Public Transaction represents either (a) a firm commitment underwritten public offering; or (b) the closing of a transaction with a special purpose acquisition company (“SPAC”) listed on the Nasdaq Stock Market in which the Company would become a wholly owned subsidiary of the SPAC.

The Predecessor Series A Preferred stockholders shall vote together with the Predecessor common stockholders on an as-converted basis and dividends will only be paid on an as-converted basis when, and if paid to Predecessor common stockholders. In the event of any liquidation, dissolution or winding up of the Predecessor or upon a Deemed Liquidation Event, the Predecessor Series A Preferred stockholders will be entitled to be paid, out of the assets of the Predecessor available for distribution before any payments are made to Predecessor common stockholders, one times the original purchase price, plus declared and unpaid dividends on each share of Predecessor Series A Preferred Stock or, if greater, the amount that the Predecessor Series A Preferred Stock holders would receive on an as-converted basis. The balance of any proceeds shall be distributed pro rata to the Predecessor common stockholders. Deemed Liquidation Events include (a) a merger or consolidation in which the Predecessor or a subsidiary thereof is a constituent party which results in a change-of-control (a “Merger Event”); or (b) the sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Predecessor (a “Disposition Event”).

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

The Predecessor Series A Preferred Stock is not mandatorily redeemable and therefore it is not subject to classification as a liability. The Predecessor determined that the Deemed Liquidation Events were within the control of the Predecessor and, therefore, the Predecessor Series A Preferred Stock should be classified as permanent equity. Specifically, Merger Events and Disposition Events require the approval of the board of directors pursuant to state law and the Predecessor preferred stockholders are unable to control the vote of the board of directors. The Predecessor determined that the embedded conversion options were clearly and closely related to the preferred stock host and, therefore, the embedded conversion options need not be bifurcated. However, if the conversion price is reset in connection with a subsequent issuance of securities, the Predecessor will need to assess the accounting for the price reset. Due to the Predecessor’s adoption of ASU 2020-06 on January 1, 2021, it wasn’t necessary to assess the embedded conversion options for a beneficial conversion feature.

On July 8, 2022, the Predecessor sold an additional 94,393 shares of Predecessor Series A Preferred Stock to investors at a price of $3.14 per share of Predecessor Series A Preferred Stock, generating $296,400 in gross proceeds. Placement agent fees of $21,200 were recorded as a reduction of additional paid-in capital.

On September 16, 2022, the Predecessor sold an additional 222,929 shares of Predecessor Series A Preferred Stock to investors at a price of $3.14 per share of Predecessor Series A Preferred Stock, generating $700,000 in gross proceeds. Placement agent fees of $16,000 were recorded as a reduction of additional paid-in-capital.

On December 6, 2022, the Predecessor sold an additional 174,776 shares of Predecessor Series A Preferred Stock to investors at a price of $3.14 per share of Predecessor Series A Preferred Stock, generating $548,805 in gross proceeds. Placement agent fees of $2,000 were recorded as a reduction of additional paid-in capital.

Amendment of Predecessor Series A Preferred Stock Designation

On May 10, 2022, the Predecessor obtained the requisite approvals to (a) amend the Predecessor Series A Preferred Stock Designation within the Predecessor’s Certificate of Incorporation to reduce the effective conversion price of the Predecessor Series A Preferred Stock from $3.14 per share of Predecessor common stock to $2.78 per share of Predecessor common stock; and (b) and added 100% warrant coverage, such that, for each share of Predecessor common stock issued at conversion, the holder will also receive a Predecessor warrant to purchase one share of Predecessor common stock. These Predecessor warrants are exercisable at an initial exercise price of $3.20 per share of Predecessor common stock (subject to reduction upon completion of a Public Transaction, if the deemed offering price is less than the current exercise price) and expire in five years (the “Predecessor Series A Warrants”) or upon an earlier change of control that doesn’t meet the definition of a Public Transaction. The Predecessor determined that (a) the Predecessor Series A Warrants qualified to be equity-classified upon issuance, without subsequent remeasurement and (b) the contingently issuable nature of the Predecessor Series A Warrants doesn’t alter the Predecessor’s conclusion that the embedded conversion options were clearly and closely related to the preferred stock host and, therefore, the embedded conversion options need not be bifurcated. The Predecessor also determined that the reduction of the Predecessor Series A Preferred Stock conversion price, combined with adding 100% warrant coverage at conversion, represented a significant change of the Predecessor Series A Preferred Stock terms requiring the application of extinguishment accounting. Accordingly, it was necessary to record the $331,200 incremental fair value of the amended Predecessor Series A Preferred Stock and the new Predecessor Series A Warrants (as compared to the carrying value of the Series A Preferred Stock) as a deemed dividend for the purpose of calculating loss per share.

Second Amendment of Predecessor Series A Preferred Stock Designation

On August 31, 2022, the Predecessor filed with the Florida Department of State a second amendment to the Predecessor Series A Preferred Stock Designation within the Predecessor’s Certificate of Incorporation, which reduced the conversion price of the Predecessor Series A Preferred Stock from $2.78 per share of Predecessor common stock and Predecessor Series A Warrant to $1.19 per share of Predecessor common stock and Predecessor Series A Warrant. In addition, the Predecessor reduced the exercise price of the Predecessor Series A Warrants issuable at conversion from $3.20 per share to $1.37 per share.

The Predecessor determined that the reduction of the Predecessor Series A Preferred Stock conversion price, combined with the revised terms associated with the Predecessor Series A Warrants (collectively the “Second Amendment Securities”) issuable at conversion, represented a significant change requiring the application of extinguishment accounting. Accordingly, it was necessary to record the $9,684,637 incremental fair value of the amended Predecessor Series A Preferred Stock and the amended Predecessor Series A Warrants (as compared to the carrying value of the Series A Preferred Stock and the pre-Second Amendment fair value of the Predecessor Series A Warrants) as a deemed dividend for the purpose of calculating loss per share.

Automatic Conversion of Predecessor Series A Preferred Stock

On December 12, 2022, in connection with the Business Combination, all outstanding 2,427,832 shares of Predecessor Series A Preferred Stock automatically converted into 6,406,210 shares of Predecessor common stock and five-year Predecessor Series A Warrants to purchase 6,406,210 shares of Predecessor common stock, which were then exchanged for 3,635 shares of Successor common stock and five-year warrants to purchase 3,635 shares of Successor common stock at an exercise price of $2,415.00 per share. The conversion of equity classified preferred stock that converts pursuant to the original terms of the preferred stock, results in the derecognition of the carrying value of the preferred stock and the allocation of that amount to common stock (par value) and additional paid-in-capital, without the recognition of a gain or loss.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

Successor Preferred Stock

Successor Series A Preferred Stock Financing

In connection with the Business Combination, the Successor sold 8,635 shares of Series A Preferred Stock and five-year warrants to purchase 2,468 shares of Successor common stock at an exercise price of $4,025.00 per share (the “PIPE Warrants”), to certain purchasers at a price of $1,000 per share for net proceeds of $8,635,000 (the “PIPE” financing).

The Successor Series A Preferred Stock is convertible, at the option of the holder, at any time into a number of shares of Successor common stock equal to the face value divided by the conversion price then in effect (initially $3,500.00). In addition, for five years following the issuance of the Successor Series A Preferred Stock, the conversion price is automatically adjusted to the greater of (a) $700.00; and (b) the lowest price of any subsequent offerings of securities at a price less than the conversion price.

The Successor Series A Preferred stockholders have no voting rights and dividends will only be paid on an as-converted basis when, and if paid to Successor common stockholders. In the event of any liquidation, dissolution or winding up of the Successor, each Successor Series A Preferred stockholder shall be entitled to be paid out of the assets of the Company legally available for distribution, the stated value of their holdings, plus any accrued and unpaid dividends. The balance of any proceeds shall be distributed to Successor Series A Preferred stockholders on an as-converted basis pari passu with Successor common stockholders.

The Successor Series A Preferred Stock is not redeemable at the election of the holder and, therefore, it is classified as permanent equity. However, subject to the holder’s right to elect to convert, the Company has the right to redeem the Successor Series A Preferred Stock anytime at 120% of the face value. The Successor determined that the embedded conversion options were clearly and closely related to the preferred stock host and, therefore, the embedded conversion options need not be bifurcated. However, if the conversion price is reset in connection with a subsequent issuance of securities, the Company will need to assess the accounting for the price reset. Due to the Successor’s adoption of ASU 2020-06 on January 1, 2021, it wasn’t necessary to assess the embedded conversion options for a beneficial conversion feature.

On or about April 28, 2023, cash proceeds from the April 2023 Offering in the amount of $10.5 million were used to redeem 8,400 shares of Series A Preferred Stock. The loss on the extinguishment of preferred stock is accounted for in a manner similar to the treatment of dividends paid on preferred stock. The loss on extinguishment is calculated as the difference between (a) the fair value of the negotiated $10.5 million of cash transferred to the holders of the Series A Preferred Stock (which also settled the Company’s obligation to make Effectiveness Failure payments (See Note 9 – “Stockholders’ Permanent and Temporary Equity – Effectiveness Failure” for details of Effectiveness Failure)), and (b) the $3.7 million net carrying amount of the Series A Preferred Stock. Accordingly, the redemption resulted in the recognition of a $6.4 million deemed dividend for the purposes of calculating the Company’s loss per common share. Because the Company has an accumulated deficit, both the debit and the credit associated with the dividend are to additional paid-in-capital, so there is no balance sheet effect.

On August 3, 2023, the Company entered into a redemption agreement and release with an investor which resulted in the Company, on August 4, 2023, redeeming 150 of the 200 remaining shares of Series A Convertible Preferred Stock and warrants to purchase 247 shares of common stock at an exercise price of $20.00 per share for a cash payment of $230,000. The Company recognized an $32,373 deemed dividend during the year ended December 31, 2023, as a result of the extinguishment accounting associated with the redemption.

As a result of the April 2023 Offering, (a) the exercise price of the Series A Warrants to purchase 2,468 shares of common stock at an exercise price of $4,025.00 per share that were issued to participants in the original PIPE financing had the exercise price reset to its floor price of $700.00 per share, while becoming exercisable for 14,187 shares of common stock (which resulted in the recognition of a $1.4 million deemed dividend); (b) the remaining 235 shares of Series A Preferred Stock had their $3,500.00 original conversion price reset to the floor conversion price of $700.00 per share of common stock (which resulted in the recognition of a $37,000 deemed dividend); and (c) the $3,500.00 original conversion price of the 5,062 shares of Series B Preferred Stock issued in connection with the Business Combination reset to its floor price of $2,450.00 per share of common stock (which resulted in the recognition of a $0.1 million deemed dividend).

Following the triggering of the down round provision, the holders of 35 shares of Series A Preferred Stock converted into 50 shares of common stock at the new conversion price of $700.00 per share.

Successor Preferred Series B Issuance

In connection with the Business Combination, the Successor issued 5,062 shares of Series B Preferred Stock to certain vendors that provided services to the Company at a price of $1,000 per share in exchange for the satisfaction of $5,062,000 of Company liabilities.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

The Successor Series B Preferred Stock is convertible, at the option of the holder, at any time into a number of shares of Successor common stock equal to the face value divided by the conversion price then in effect (initially $3,500.00). In addition, for five years following the issuance of the Successor Series B Preferred Stock, the conversion price is automatically adjusted to the greater of (a) $2,450.00; and (b) the lowest price of any subsequent offerings of securities at a price less than the conversion price.

The conversion price also resets at 150 days following the effectiveness of the registration of the Successor Series B Preferred Stock (each a “Commencement Date”) to the greater of (a) $2,450.00; and (b) the lowest of the five consecutive daily volume-weighted average prices commencing on, and including, the Commencement Date.

The Successor Series B Preferred stockholders have no voting rights and dividends will only be paid on an as-converted basis when, and if paid to Successor common stockholders. In the event of any liquidation, dissolution or winding up of the Successor each Successor Series B Preferred stockholder shall be entitled to be paid out of the assets of the Company legally available for distribution, the stated value of their holdings, plus any accrued and unpaid dividends. The balance of any proceeds shall be distributed to Successor Series B Preferred stockholders on an as-converted basis pari passu with Successor common stockholders.

The Successor Series B Preferred Stock is not redeemable and, therefore, it is classified as permanent equity. The Successor determined that the embedded conversion options were clearly and closely related to the preferred stock host and, therefore, the embedded conversion options need not be bifurcated. However, if the conversion price is reset in connection with a subsequent issuance of securities, the Successor will need to assess the accounting for the price reset. Due to the Successor’s adoption of ASU 2020-06 on January 1, 2021, it wasn’t necessary to assess the embedded conversion options for a beneficial conversion feature.

Stock-Based Compensation

For the year ended December 31, 2023, the Successor recorded stock-based compensation expense of $1,192,963 (of which, $132,767 was included in research and development and $1,060,196 was included in general and administrative expense) related to options issued to employees and consultants. As of December 31, 2023, there was $1,027,460 of unrecognized stock-based compensation expense, which the Company expects to recognize over a weighted average period of 1.7 years.

For the period December 13, 2022 through December 31, 2022, the Successor recorded stock-based compensation expense of $56,333 (of which, $7,808 was included in research and development and $48,525 was included in general and administrative expense) related to options issued to employees and consultants. For the period ended December 12, 2022, the Predecessor recorded stock-based compensation expense of $3,524,801 (of which, $673,160 was included in research and development and $2,851,641 was included in general and administrative expense) related to options issued to employees and consultants. As of December 31, 2022, there was $2,957,047 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 286 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 Omnibus Equity Incentive Plan (the “2022 Plan”). The stock options vest annually over three years and have an exercise price of $738.50 per share.

On March 10, 2023, the Company granted ten-year stock options to purchase 38 shares of Successor common stock to employees of the Company under 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 $791.00 per share. Of the 38 shares, 15 shares were issued to the son of an executive officer of the Company.

On May 24, 2023, the Company granted ten-year stock options to purchase 4,153 shares of Successor common stock to employees and directors of the Company under the 2022 Plan. The stock options have an aggregate grant date value of $555,004, of which $499,660 vest annually over three years and $55,344 vest immediately and have an exercise price of $152.50 per share.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

	Successor		Successor	Predecessor
	Successor			Predecessor
			For the Period	For the Period
	For the Year ended		December 13 through	January 1 through
	December 31, 2023		December 31, 2022	December 12, 2022
Fair value of common stock on date of grant	$152.50 - $791.00		n/a	$2.27 - $3.00
Risk free interest rate	3.53% - 4.27	%	n/a	1.68% - 3.01	%
Expected term (years)	5.00 - 6.00		n/a	3.53 - 6.00
Expected volatility	120% - 123	%	n/a	111% - 119	%
Expected dividends	0.00	%	n/a	0.00	%

During the period ended December 12, 2022, the fair value of the Predecessor’s common stock was determined using a market approach based on the status of the business combination agreement arm’s length discussions with the acquirer at each valuation date and which agreement was ultimately entered into on July 20, 2022 with a Company valuation of $85 million. The options granted during the period ended December 12, 2022 had a contractual term between seven and ten years and a requisite vesting period of zero to three years.

A summary of the option activity for the year ended December 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		5,762	$	3,670.31
Granted		4,481		195.32
Exercised		-		-
Forfeited		-		-
Outstanding, December 31, 2023		10,243	$	2,218.51		6.3	$	-

Exercisable, December 31, 2023		5,690	$	3,347.23		5.0	$	-

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

Options Outstanding				Options Exercisable
				Weighted
		Outstanding		Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Options		In Years		Options
$	152.50		4,157		9		429
$	738.50		286		-		-
$	791.00		38		-		-
$	1,760.50		1,910		2.1		1,910
$	3,965.50		37		8.5		37
$	4,053.00		2,095		5.3		2,095
$	5,726.00		1,720		7.4		1,219
			10,243		5.0		5,690

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

Stock Warrants

On July 26, 2023, in connection with the July 2023 Offering (see Successor Equity Offerings above), the Company amended the exercise price of certain warrants to purchase 3,938 shares of common stock for three investors from $350.00 to $57.75 per share and the expiration date was modified from April 28, 2028 to July 28, 2028. The $47,300 incremental fair value of the modified warrants as compared to the original warrants was recognized as an additional issuance cost of the July 2023 Offering.

On August 2, August 8 and September 8, 2023, a July 2023 Offering investor exercised pre-funded warrants to purchase an aggregate of 27,057 shares of common stock at an exercise price of $0.035 per share for total proceeds of $947.

Between September 13 and September 18, 2023, the Company initiated a limited time program, which at the election of the warrant holder, would permit them to immediately exercise their July 2023 Warrants at a reduced exercise price of $47.50 per share and they would also be granted new 5.5-year warrants to purchase an equal number of shares of common stock at an exercise price of $47.50 per share. The new warrants are not exercisable for the first six months. Under the program, warrants to purchase an aggregate of 20,347 shares of common stock were exercised on September 14, 2023 for gross proceeds of $966,400 less total issuance costs of $208,702. Issuance costs include placement agent fees of $57,980, legal costs of $16,131, and warrant modification costs of $134,591. Because the modification represented a short-term inducement, modification accounting was only performed on the warrants that were actually exercised under the program. The Company recognized the $134,591 modification date incremental value of the modified warrants and additional warrants issued as compared to the original warrants, as an issuance cost of the warrant exercise.

A summary of the warrant activity for the year ended December 31, 2023 is presented below:

Summary of Warrant Activity

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

Outstanding, Janaury 1, 2023			24,697		$	3,761.14
Issued ^[4]	^[4]		888,210			27.11
Exercised ^[5]	^[5]		(20,347	)		47.50
Forfeited			(959	)		324.66
Repriced - Old ^[1]			(2,472	)		4,025.00
Repriced - New ^[1]			14,191			700.00
Repriced - Old ^[2]			(3,938	)		350.00
Repriced - New ^[2]			3,938			57.75
Repriced - Old ^[3]			(20,347	)		57.75
Repriced - New ^[3]			20,347			47.50
Outstanding, December 31, 2023			903,320		$	123.44		3.2	$	-

Exercisable, December 31, 2023			903,120			124.82		3.3	$	-

[1]	Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 2,472 shares of common stock to their floor price of $700.00 per share.
[2]	Warrants represent the reset of the exercise price of certain April 28, 2023 offering warrants to purchase 3,938 shares of common stock to a price of $57.75 per share.
[3]	Warrants represent the reset of the exercise price of certain July 26, 2023 offering warrants to purchase 20,347 shares of common stock to a price of $47.50 per share.
[4]	Warrants issued exclude 27,065 July Pre-Funded Warrants with an exercise price of $0.035 and 360,000 December 2023 Pre-Funded Warrants with an exercise price of $0.001.
[5]	Warrants exercised exclude 27,065 July 2023 Pre-Funded Warrants exercised with an exercise price of $0.035 and 228,500 December 2023 Pre-Funded Warrants exercised with an exercise price of $0.001.

ZYVERSA THERAPEUTICS, INC.

NOTES TO FINANCIAL STATEMENTS

The following table presents information related to stock warrants as of December 31, 2023:

Warrants Outstanding [1]				Warrants Exercisable [1]
		Outstanding		Weighted Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Warrants		In Years		Warrants
$	12.50		800,000		3.2		800,000
$	47.50		20,347		n/a		20,347
$	57.75		19,965		4.5		19,965
$	350.00		27,551		4.3		27,551
$	700.00		13,944		4.0		13,944
$	1,760.50		300		1.1		100
$	2,415.00		3,651		3.9		3,651
$	4,025.00		17,335		4.0		17,335
$	4,053.00		227		0.3		227
			903,320		3.3		903,120

[1]	Warrants outstanding and exercisable exclude 131,500 Pre-Funded Warrants with an exercise price of $0.001.

Effectiveness Failure

In connection with the Business Combination, the Company conducted the Successor Series A Preferred Stock Financing. On or about February 20, 2023, the Company failed to have the SEC declare a registration statement effective (the “Effectiveness Failure”) which covered the Successor Series A Preferred Stock registrable securities within the time period prescribed by the Securities Purchase Agreement (the “SPA”). The SPA entitles the investors to receive registration delay payments (“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. On April 28, 2023, the proceeds from the April 2023 Offering were used to make most of the Registration Delay Payments and redeem substantially all of the Successor Series A Preferred Stock (see Successor Series A Preferred Stock Financing above). As of December 31, 2023, the Company has accrued additional Registration Delay Payments of approximately $7,261 in the aggregate.

- 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
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-Section 50
-Paragraph 13
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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-Paragraph 1
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 13
-Subparagraph (i)
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Condensed Consolidated Statements of Operations - USD ($)	1 Months Ended	3 Months Ended		11 Months Ended	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 12, 2022	Dec. 31, 2023
Income Statement [Abstract]
Financial Designation, Predecessor and Successor [Fixed List]	Successor			Predecessor	Successor
Operating Expenses:
Research and development	$ 399,894	$ 512,937	$ 1,055,943	$ 5,407,859	$ 3,207,573
General and administrative	420,174	2,313,699	3,536,136	7,605,205	11,213,201
Impairment of in-process research and development					81,438,426
Impairment of goodwill					11,895,033
Total Operating Expenses	820,068	2,826,636	4,592,079	13,013,064	107,754,233
Loss From Operations	(820,068)	(2,826,636)	(4,592,079)	(13,013,064)	(107,754,233)
Other (Income) Expense:
Interest (income) expense		101	(1,078)	427,542	(457)
Change in fair value of derivative liabilities				607,001
Pre-Tax Net Loss	(820,068)	(2,826,737)	(4,591,001)	(14,047,607)	(107,753,776)
Income tax benefit	745,050		1,047,051		9,455,830
Net Loss	(75,018)	$ (2,826,737)	$ (3,543,950)	(14,047,607)	(98,297,946)
Deemed dividend to preferred stockholders				(10,015,837)	(7,948,209)
Net Loss Attributable to Common Stockholders	$ (75,018)			$ (24,063,444)	$ (106,246,155)
Net Loss Per Share
Net Loss Per Share - Basic	$ (2.91)	$ (4.53)	$ (135.88)	$ (0.99)	$ (1,089.70)
Net Loss Per Share - Diluted	$ (2.91)	$ (4.53)	$ (135.88)	$ (0.99)	$ (1,089.70)
Weighted Average Number of Common Shares Outstanding
Weighted Average Number of Common Shares Outstanding - Basic	25,760	623,600	26,081	24,194,270	97,500
Weighted Average Number of Common Shares Outstanding - Diluted	25,760	623,600	26,081	24,194,270	97,500