Cover
Cover | 9 Months Ended |
Sep. 30, 2022 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Registrant Name | ZYVERSA THERAPEUTICS, INC. |
Entity Central Index Key | 0001859007 |
Entity Primary SIC Number | 2834 |
Entity Tax Identification Number | 86-2685744 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2200 N. Commerce Parkway |
Entity Address, Address Line Two | Suite 208 |
Entity Address, City or Town | Weston |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33326 |
City Area Code | (754) |
Local Phone Number | 231-1688 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current Assets: | ||||
Cash | $ 602,751 | $ 328,581 | $ 174,670 | |
Prepaid expenses and other current assets | 540,567 | 409,604 | ||
Prepaid expenses | 483,201 | 164,440 | ||
Deferred offering costs | 1,056,211 | 73,597 | ||
Total Current Assets | 2,199,529 | 811,782 | 339,110 | |
Equipment, net | 19,933 | 27,733 | 38,133 | |
Security deposit | 46,659 | 46,659 | 58,324 | |
Vendor deposit | 80,000 | 240,000 | 250,000 | |
Total Assets | 2,346,121 | 1,126,174 | 685,567 | |
Current Liabilities: | ||||
Accounts payable | 6,504,750 | 2,000,100 | 2,311,962 | |
Accrued expenses | 2,701,534 | 1,914,101 | 2,325,459 | |
Derivative liability | 981,200 | 560,600 | 788,700 | |
Convertible notes payable – current portion (net of $39,492 and $140,633 debt discount as of December 31, 2021 and 2020, respectively) | 3,936,000 | 5,976,508 | 2,024,867 | |
Convertible notes payable related parties – current portion | 25,000 | 3,175,000 | ||
Note payable – current portion | 105,227 | |||
Total Current Liabilities | 14,148,484 | 13,626,309 | 7,556,215 | |
Convertible notes payable – non-current portion (net of $216,692 debt discount as of December 31, 2020) | 1,553,808 | |||
Convertible notes payable related parties – non-current portion | 25,000 | |||
Note payable – non-current portion | 108,254 | |||
Total Liabilities | 14,148,484 | 13,626,309 | 9,243,277 | |
Commitments and contingencies (Note 6) | ||||
Class A common stock subject to possible redemption; 7,500,000 shares (redemption value of $10.10 per share) | 331,331 | 331,331 | 331,331 | |
Stockholders’ Deficit: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 23 | |||
Common stock, value | 242 | 242 | 242 | |
Additional paid-in capital | 50,208,183 | 40,065,109 | 35,923,373 | |
Accumulated deficit | (62,342,142) | (52,896,817) | (44,812,656) | |
Total Stockholders’ Deficit | (12,133,694) | (12,831,466) | (8,889,041) | |
Total Liabilities and Stockholders’ Deficit | 2,346,121 | 1,126,174 | $ 685,567 | |
Larkspur Health Acquisition Corp [Member] | ||||
Current Assets: | ||||
Cash | 213,564 | 928,389 | ||
Prepaid expenses | 225,000 | 251,800 | ||
Total Current Assets | 438,564 | 1,180,189 | ||
Prepaid expenses | 46,730 | 213,168 | ||
Investments held in Trust Account | 78,911,942 | 75,750,000 | ||
Total Assets | 79,397,236 | 77,143,357 | ||
Current Liabilities: | ||||
Accrued expenses | 1,625,140 | 200,247 | ||
Derivative liability | 76,588 | |||
Total Current Liabilities | 1,625,140 | 276,835 | ||
Business combination fee payable | 3,375,000 | 3,375,000 | ||
Total Liabilities | 5,000,140 | 3,651,835 | ||
Commitments and contingencies (Note 6) | ||||
Class A common stock subject to possible redemption; 7,500,000 shares (redemption value of $10.10 per share) | 78,556,033 | 75,750,000 | ||
Stockholders’ Deficit: | ||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ||||
Additional paid-in capital | 22 | |||
Accumulated deficit | (4,159,185) | (2,258,726) | ||
Total Stockholders’ Deficit | (4,158,937) | (2,258,478) | ||
Total Liabilities and Stockholders’ Deficit | 79,397,236 | 77,143,357 | ||
Larkspur Health Acquisition Corp [Member] | Common Class A [Member] | ||||
Stockholders’ Deficit: | ||||
Common stock, value | 32 | 32 | ||
Larkspur Health Acquisition Corp [Member] | Common Class B [Member] | ||||
Stockholders’ Deficit: | ||||
Common stock, value | $ 194 | $ 216 | [1] | |
[1]Includes an aggregate of up to 281,250 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt discount | $ 0 | $ 39,492 | $ 140,633 |
Temporary equity, shares outstanding | 331,331 | 331,331 | 331,331 |
Preferred stock par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 2,253,056 | 0 | 0 |
Preferred stock, shares outstanding | 2,253,056 | 0 | 0 |
Common stock par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 |
Common stock, shares issued | 24,167,257 | 24,167,257 | 24,167,257 |
Common stock, shares outstanding | 24,167,257 | 24,167,257 | 24,167,257 |
Debt discount | $ 216,692 | ||
Larkspur Health Acquisition Corp [Member] | |||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Larkspur Health Acquisition Corp [Member] | Common Class A [Member] | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 200,000,000 | 200,000,000 | |
Common stock, shares issued | 320,272 | 317,600 | |
Common stock, shares outstanding | 320,272 | 317,600 | |
Common stock subject to possible redemption (in Dollars per share) | 7,767,159 | 7,500,000 | |
Common stock subject to possible redemption per share (in Dollars per share) | $ 10.10 | $ 10.10 | |
Larkspur Health Acquisition Corp [Member] | Common Class B [Member] | |||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 20,000,000 | 20,000,000 | |
Common stock, shares issued | 1,941,790 | 2,156,250 | |
Common stock, shares outstanding | 1,941,790 | 2,156,250 | |
Shares Subject To Forfeiture | 281,250 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Operating Expenses: | |||||||||
Research and development | $ 2,334,120 | $ 406,948 | $ 4,120,477 | $ 1,490,309 | $ 2,124,277 | $ 6,468,887 | |||
General and administrative | 1,061,046 | 1,707,459 | 4,526,428 | 4,437,471 | 5,580,099 | 5,364,171 | |||
Total Operating Expenses | 3,395,166 | 2,114,407 | 8,646,905 | 5,927,780 | 7,704,376 | 11,833,058 | |||
Operating loss | (3,395,166) | (2,114,407) | (8,646,905) | (5,927,780) | (7,704,376) | (11,833,058) | |||
Other (Income) Expense: | |||||||||
Interest expense | 69,352 | 225,486 | 377,820 | 616,649 | 821,366 | 516,450 | |||
Change in fair value of derivative liability | 228,100 | (246,507) | 420,600 | (215,900) | (228,100) | 333,658 | |||
Gain on forgiveness of PPP Loan | (213,481) | (213,481) | (213,481) | ||||||
Income tax | |||||||||
Net loss | (3,692,618) | (1,879,906) | (9,445,325) | (6,115,048) | $ (8,084,161) | $ (12,683,166) | |||
Deemed dividend to preferred stockholders | (9,684,637) | (10,015,837) | |||||||
Net Loss Attributable to Common Stockholders | $ (13,377,255) | $ (1,879,906) | $ (19,461,162) | $ (6,115,048) | |||||
Class B Common Stock – Basic and diluted net loss per common share | $ (0.55) | $ (0.08) | $ (0.81) | $ (0.25) | $ (0.33) | $ (0.54) | |||
Class B Common Stock – Weighted average shares outstanding, basic and diluted | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 23,636,577 | |||
Larkspur Health Acquisition Corp [Member] | |||||||||
Operating Expenses: | |||||||||
Formation and operating costs | $ 985,605 | $ 174 | $ 2,069 | $ 2,285,405 | $ 235,267 | ||||
Operating loss | (985,605) | (174) | (2,069) | (2,285,405) | (235,267) | ||||
Interest income on assets held in Trust | 354,069 | 463,636 | |||||||
Total other expense | 354,069 | 540,224 | 5,433 | ||||||
Other (Income) Expense: | |||||||||
Change in fair value of derivative liability | 76,588 | 5,433 | |||||||
Pre tax loss | (631,536) | (174) | (2,069) | (1,745,181) | |||||
Income tax | (47,551) | (47,551) | |||||||
Net loss | $ (679,087) | $ (174) | $ (2,069) | $ (1,792,732) | $ (240,700) | ||||
Larkspur Health Acquisition Corp [Member] | Common Class A [Member] | |||||||||
Other (Income) Expense: | |||||||||
Class B Common Stock – Basic and diluted net loss per common share | $ (0.07) | $ (0.18) | $ (0.12) | ||||||
Class B Common Stock – Weighted average shares outstanding, basic and diluted | 8,087,431 | 8,082,471 | 216,404 | ||||||
Larkspur Health Acquisition Corp [Member] | Common Class B [Member] | |||||||||
Other (Income) Expense: | |||||||||
Class B Common Stock – Basic and diluted net loss per common share | $ (0.07) | $ 0 | $ 0 | $ (0.18) | $ (0.12) | ||||
Class B Common Stock – Weighted average shares outstanding, basic and diluted | 1,941,790 | 1,875,000 | 1,875,000 | 1,940,562 | 1,875,000 | [1] | |||
[1]Excludes an aggregate of up to 281,250 |
Condensed Statements of Opera_2
Condensed Statements of Operations (Parenthetical) | Dec. 31, 2021 shares |
Larkspur Health Acquisition Corp [Member] | Common Class B [Member] | |
Shares Subject To Forfeiture | 281,250 |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Deficiency - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 31, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||||||
Beginning balance, value | $ (15,553,186) | $ (14,244,914) | $ (12,831,466) | $ (11,202,736) | $ (10,132,922) | $ (8,889,041) | $ (12,831,466) | $ (8,889,041) | $ (8,889,041) | $ (3,072,232) | ||||||||
Issuance of common stock in private placement | 959,200 | [1] | 393,301 | [2] | 3,000,000 | |||||||||||||
Stock-based compensation: | 494,022 | 695,940 | 1,941,746 | 1,398,469 | 1,025,218 | 896,229 | ||||||||||||
Stock-based compensation: | ||||||||||||||||||
Options | 4,141,736 | 3,677,453 | ||||||||||||||||
Warrants | 153,324 | |||||||||||||||||
Exercise of warrant | 20,249 | |||||||||||||||||
Issuance of put option | 331 | |||||||||||||||||
Issuance of shares upon partial exercise of over allotment option | 15,000 | |||||||||||||||||
Net loss | (3,692,618) | (2,004,212) | (3,748,495) | (1,879,906) | (2,095,032) | (2,140,110) | (9,445,325) | (6,115,048) | (8,084,161) | (12,683,166) | ||||||||
Conversion of convertible notes payable into preferred stock | [3] | 5,658,888 | ||||||||||||||||
Ending balance, value | $ (10,132,922) | (12,133,694) | (15,553,186) | (14,244,914) | (11,684,173) | (11,202,736) | (10,132,922) | $ (11,684,173) | (12,133,694) | $ (12,831,466) | (11,684,173) | (12,831,466) | (8,889,041) | |||||
Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||
Beginning balance, value | (3,372,123) | (2,978,484) | (2,258,478) | (1,228) | (439) | (2,258,478) | ||||||||||||
Issuance of Class B common stock to Sponsor | 667 | [4] | 667 | [5] | ||||||||||||||
Stock-based compensation: | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option | ||||||||||||||||||
Forfeit of shares upon partial exercise of over allotment option | ||||||||||||||||||
Remeasurement of redeemable Class A Common Stock to redemption value | (107,727) | |||||||||||||||||
Private placement Class A shares | 3,219,052 | |||||||||||||||||
Conversion of Note payable to Class A common stock | 719,084 | |||||||||||||||||
Payment for Class B common stock | 24,333 | |||||||||||||||||
Public warrants proceeds | 19,623,313 | |||||||||||||||||
Class A common stock accretion to redemption value | (26,350,587) | |||||||||||||||||
Private placement units proceeds in excess of fair value | 746,360 | |||||||||||||||||
Net loss | (1,106) | (679,087) | (393,639) | (720,006) | (174) | (789) | (2,069) | (1,792,732) | (240,700) | |||||||||
Ending balance, value | (439) | (4,158,937) | (3,372,123) | (2,978,484) | (1,402) | (1,228) | (439) | (1,402) | (4,158,937) | (2,258,478) | (1,402) | (2,258,478) | ||||||
Preferred Stock [Member] | ||||||||||||||||||
Beginning balance, value | $ 1 | $ 1 | ||||||||||||||||
Beginning balance, shares | 133,541 | 133,541 | ||||||||||||||||
Issuance of common stock in private placement | $ 4 | [1] | $ 1 | [2] | ||||||||||||||
Issuance of common stock in private placement, shares | 317,322 | 133,541 | [2] | |||||||||||||||
Stock-based compensation: | ||||||||||||||||||
Stock-based compensation: | ||||||||||||||||||
Net loss | ||||||||||||||||||
Conversion of convertible notes payable into preferred stock | [3] | $ 18 | ||||||||||||||||
Conversion of convertible notes payable into preferred stock, shares | 1,802,193 | |||||||||||||||||
Ending balance, value | $ 23 | $ 1 | $ 1 | $ 23 | ||||||||||||||
Ending balance, shares | 2,253,056 | 133,541 | 133,541 | 2,253,056 | ||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Beginning balance, value | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 232 | ||||||||
Beginning balance, shares | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 23,208,933 | ||||||||
Issuance of common stock in private placement | [1] | [2] | $ 9 | |||||||||||||||
Issuance of common stock in private placement, shares | 923,076 | |||||||||||||||||
Stock-based compensation: | ||||||||||||||||||
Stock-based compensation: | ||||||||||||||||||
Options | ||||||||||||||||||
Warrants | ||||||||||||||||||
Exercise of warrant | $ 1 | |||||||||||||||||
Exercise of warrant, shares | 20,248 | |||||||||||||||||
Issuance of put option | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option, shares | 15,000 | |||||||||||||||||
Net loss | ||||||||||||||||||
Conversion of convertible notes payable into preferred stock | [3] | |||||||||||||||||
Ending balance, value | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | $ 242 | |||||
Ending balance, shares | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | |||||
Common Stock [Member] | Common Class A [Member] | Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||
Beginning balance, value | $ 32 | $ 32 | $ 32 | $ 32 | ||||||||||||||
Beginning balance, shares | 320,272 | 320,272 | 317,600 | 317,600 | ||||||||||||||
Issuance of Class B common stock to Sponsor | [4] | [5] | ||||||||||||||||
Issuance of Class B common stock to Sponsor, shares | [4] | [5] | ||||||||||||||||
Stock-based compensation: | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option, shares | 2,672 | |||||||||||||||||
Forfeit of shares upon partial exercise of over allotment option | ||||||||||||||||||
Forfeit of shares upon partial exercise of over allotment option, shares | ||||||||||||||||||
Remeasurement of redeemable Class A Common Stock to redemption value | ||||||||||||||||||
Private placement Class A shares | $ 25 | |||||||||||||||||
Private placement Class A shares, shares | 248,150 | |||||||||||||||||
Conversion of Note payable to Class A common stock | $ 7 | |||||||||||||||||
Conversion of Note payable to Class A common stock, shares | 69,450 | |||||||||||||||||
Payment for Class B common stock | ||||||||||||||||||
Public warrants proceeds | ||||||||||||||||||
Private placement units proceeds in excess of fair value | ||||||||||||||||||
Net loss | ||||||||||||||||||
Ending balance, value | $ 32 | $ 32 | $ 32 | $ 32 | $ 32 | $ 32 | ||||||||||||
Ending balance, shares | 320,272 | 320,272 | 320,272 | 320,272 | 317,600 | 317,600 | ||||||||||||
Common Stock [Member] | Common Class B [Member] | Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||
Beginning balance, value | $ 194 | $ 194 | $ 216 | $ 216 | $ 216 | $ 216 | ||||||||||||
Beginning balance, shares | 1,941,790 | 1,941,790 | 2,156,250 | 2,156,250 | 2,156,250 | 2,156,250 | ||||||||||||
Issuance of Class B common stock to Sponsor | $ 216 | [4] | $ 216 | [5] | ||||||||||||||
Issuance of Class B common stock to Sponsor, shares | 2,156,250 | [4] | 2,156,250 | [5] | ||||||||||||||
Stock-based compensation: | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option, shares | ||||||||||||||||||
Forfeit of shares upon partial exercise of over allotment option | $ (22) | |||||||||||||||||
Forfeit of shares upon partial exercise of over allotment option, shares | (214,460) | |||||||||||||||||
Remeasurement of redeemable Class A Common Stock to redemption value | ||||||||||||||||||
Private placement Class A shares | ||||||||||||||||||
Conversion of Note payable to Class A common stock | ||||||||||||||||||
Payment for Class B common stock | ||||||||||||||||||
Public warrants proceeds | ||||||||||||||||||
Private placement units proceeds in excess of fair value | ||||||||||||||||||
Net loss | ||||||||||||||||||
Ending balance, value | $ 216 | $ 194 | $ 194 | $ 194 | $ 216 | $ 216 | $ 216 | $ 216 | $ 194 | $ 216 | $ 216 | $ 216 | ||||||
Ending balance, shares | 2,156,250 | 1,941,790 | 1,941,790 | 1,941,790 | 2,156,250 | 2,156,250 | 2,156,250 | 2,156,250 | 1,941,790 | 2,156,250 | 2,156,250 | 2,156,250 | ||||||
Additional Paid-in Capital [Member] | ||||||||||||||||||
Beginning balance, value | $ 43,096,095 | $ 42,400,155 | $ 40,065,109 | $ 37,844,820 | $ 36,819,602 | $ 35,923,373 | $ 40,065,109 | $ 35,923,373 | $ 35,923,373 | $ 29,057,026 | ||||||||
Issuance of common stock in private placement | 959,196 | [1] | 393,300 | [2] | 2,999,991 | |||||||||||||
Stock-based compensation: | 494,022 | 695,940 | 1,941,746 | 1,398,469 | 1,025,218 | 896,229 | ||||||||||||
Stock-based compensation: | ||||||||||||||||||
Options | 4,141,736 | 3,677,453 | ||||||||||||||||
Warrants | 153,324 | |||||||||||||||||
Exercise of warrant | 20,248 | |||||||||||||||||
Issuance of put option | 331 | |||||||||||||||||
Issuance of shares upon partial exercise of over allotment option | 15,000 | |||||||||||||||||
Net loss | ||||||||||||||||||
Conversion of convertible notes payable into preferred stock | [3] | 5,658,870 | ||||||||||||||||
Ending balance, value | $ 36,819,602 | 50,208,183 | 43,096,095 | 42,400,155 | 39,243,289 | 37,844,820 | 36,819,602 | $ 39,243,289 | 50,208,183 | $ 40,065,109 | 39,243,289 | 40,065,109 | 35,923,373 | |||||
Additional Paid-in Capital [Member] | Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||
Beginning balance, value | 22 | 22 | 24,784 | 24,784 | ||||||||||||||
Issuance of Class B common stock to Sponsor | 24,784 | [4] | 24,784 | [5] | ||||||||||||||
Stock-based compensation: | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option | ||||||||||||||||||
Forfeit of shares upon partial exercise of over allotment option | 22 | |||||||||||||||||
Remeasurement of redeemable Class A Common Stock to redemption value | ||||||||||||||||||
Private placement Class A shares | 3,219,027 | |||||||||||||||||
Conversion of Note payable to Class A common stock | 719,077 | |||||||||||||||||
Payment for Class B common stock | ||||||||||||||||||
Public warrants proceeds | 19,623,313 | |||||||||||||||||
Class A common stock accretion to redemption value | (24,332,561) | |||||||||||||||||
Private placement units proceeds in excess of fair value | 746,360 | |||||||||||||||||
Net loss | ||||||||||||||||||
Ending balance, value | 24,784 | 22 | 22 | 22 | 24,784 | 24,784 | 24,784 | 24,784 | 22 | 24,784 | ||||||||
Retained Earnings [Member] | ||||||||||||||||||
Beginning balance, value | (58,649,524) | (56,645,312) | (52,896,817) | (49,047,798) | (46,952,766) | (44,812,656) | (52,896,817) | (44,812,656) | (44,812,656) | (32,129,490) | ||||||||
Issuance of common stock in private placement | [1] | [2] | ||||||||||||||||
Stock-based compensation: | ||||||||||||||||||
Stock-based compensation: | ||||||||||||||||||
Options | ||||||||||||||||||
Warrants | ||||||||||||||||||
Exercise of warrant | ||||||||||||||||||
Issuance of put option | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option | ||||||||||||||||||
Net loss | (3,692,618) | (2,004,212) | (3,748,495) | (1,879,906) | (2,095,032) | (2,140,110) | (8,084,161) | (12,683,166) | ||||||||||
Conversion of convertible notes payable into preferred stock | [3] | |||||||||||||||||
Ending balance, value | (46,952,766) | (62,342,142) | (58,649,524) | (56,645,312) | (50,927,704) | (49,047,798) | (46,952,766) | (50,927,704) | (62,342,142) | (52,896,817) | (50,927,704) | (52,896,817) | $ (44,812,656) | |||||
Retained Earnings [Member] | Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||
Beginning balance, value | (3,372,371) | (2,978,732) | (2,258,726) | (1,895) | (1,106) | (2,258,726) | ||||||||||||
Issuance of Class B common stock to Sponsor | [4] | [5] | ||||||||||||||||
Stock-based compensation: | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option | ||||||||||||||||||
Forfeit of shares upon partial exercise of over allotment option | ||||||||||||||||||
Remeasurement of redeemable Class A Common Stock to redemption value | (107,727) | |||||||||||||||||
Private placement Class A shares | ||||||||||||||||||
Conversion of Note payable to Class A common stock | ||||||||||||||||||
Payment for Class B common stock | ||||||||||||||||||
Public warrants proceeds | ||||||||||||||||||
Class A common stock accretion to redemption value | (2,018,026) | |||||||||||||||||
Private placement units proceeds in excess of fair value | ||||||||||||||||||
Net loss | (1,106) | (679,087) | (393,639) | (720,006) | (174) | (789) | (240,700) | |||||||||||
Ending balance, value | (1,106) | (4,159,185) | (3,372,371) | (2,978,732) | (2,069) | (1,895) | (1,106) | (2,069) | (4,159,185) | (2,258,726) | (2,069) | (2,258,726) | ||||||
Subscription Receivables [Member] | Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||
Beginning balance, value | (24,333) | (24,333) | ||||||||||||||||
Issuance of Class B common stock to Sponsor | (24,333) | [4] | (24,333) | [5] | ||||||||||||||
Stock-based compensation: | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option | ||||||||||||||||||
Forfeit of shares upon partial exercise of over allotment option | ||||||||||||||||||
Remeasurement of redeemable Class A Common Stock to redemption value | ||||||||||||||||||
Private placement Class A shares | ||||||||||||||||||
Conversion of Note payable to Class A common stock | ||||||||||||||||||
Payment for Class B common stock | 24,333 | |||||||||||||||||
Public warrants proceeds | ||||||||||||||||||
Private placement units proceeds in excess of fair value | ||||||||||||||||||
Net loss | ||||||||||||||||||
Ending balance, value | $ (24,333) | $ (24,333) | $ (24,333) | $ (24,333) | $ (24,333) | $ (24,333) | ||||||||||||
[1]Includes gross proceeds of $ 996,400 37,200 419,320 26,019 5,658,888 281,250 281,250 |
Condensed Statements of Stock_2
Condensed Statements of Stockholders' Deficiency (Parenthetical) - USD ($) | 3 Months Ended | |
Sep. 30, 2022 | Mar. 31, 2022 | |
Gross proceeds | $ 996,400 | $ 419,320 |
Issuance costs | 37,200 | $ 26,019 |
Principal and interest | $ 5,658,888 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||||||
Net loss | $ (3,692,618) | $ (1,879,906) | $ (9,445,325) | $ (6,115,048) | $ (8,084,161) | $ (12,683,166) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Deferred offering costs paid | ||||||||
Stock-based compensation Warrants | 153,324 | |||||||
Stock-based compensation Options | 3,131,708 | 3,319,916 | 4,141,736 | 3,677,453 | ||||
Amortization of debt discount | 3,024 | 86,879 | 39,492 | 251,940 | 317,833 | 288,366 | ||
Gain on forgiveness of PPP Loan | (213,481) | (213,481) | (213,481) | |||||
Change in fair value of derivative liability | 228,100 | (246,507) | 420,600 | (215,900) | (228,100) | 333,658 | ||
Depreciation of fixed assets | 7,800 | 7,800 | 10,400 | 10,400 | ||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and other current assets | (57,366) | (238,133) | (318,761) | 823,859 | ||||
Security deposit | (1) | 11,666 | 11,665 | 23,328 | ||||
Vendor deposits | 160,000 | (40,000) | 10,000 | 229,000 | ||||
Accounts payable | 3,448,439 | (680,762) | (311,862) | (601,474) | ||||
Accrued expenses and other current liabilities | 1,216,322 | (547,893) | (411,358) | 2,635,419 | ||||
Net cash used in operating activities | (1,078,331) | (4,459,895) | (5,076,089) | (5,109,833) | ||||
Cash flows from financing activities: | ||||||||
Sales of units in private offering | 1,415,720 | 3,000,000 | ||||||
Payment of equity issuance costs | (63,219) | |||||||
Proceeds from issuance of convertible notes payable | 5,230,000 | 5,230,000 | 1,473,000 | |||||
Payment of debt issuance costs | (141,735) | |||||||
Issuance of put option | 331 | |||||||
Proceeds from exercise of stock option | 15,000 | |||||||
Proceeds from issuance of note payable – related party | 213,481 | |||||||
Net cash provided by financing activities | 1,352,501 | 5,230,000 | 5,230,000 | 4,560,077 | ||||
Net change in cash | 274,170 | 770,105 | 153,911 | (549,756) | ||||
Cash at beginning of period | 328,581 | 174,670 | 174,670 | 724,426 | ||||
Cash at end of period | 602,751 | 944,775 | $ 944,775 | 602,751 | $ 328,581 | 944,775 | 328,581 | 174,670 |
Non-cash financing activities: | ||||||||
Conversion of convertible notes payable and accrued interest into preferred stock | 5,658,888 | |||||||
Accounts payable for deferred offering costs | 1,506,211 | 25,000 | ||||||
Gain on forgiveness of PPP Loan | 213,481 | |||||||
Bifurcated embedded redemption feature recorded as debt discount | 211,559 | |||||||
Acceptance of notes receivable | 351,579 | |||||||
Investor deposits exchanged for convertible notes payable | $ 322,500 | |||||||
Larkspur Health Acquisition Corp [Member] | ||||||||
Cash flows from operating activities: | ||||||||
Net loss | (679,087) | (174) | (2,069) | (1,792,732) | (240,700) | |||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Interest income earned on Trust assets | (463,636) | |||||||
Deferred offering costs paid | ||||||||
Change in fair value of derivative liability | 76,588 | 5,433 | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses | 193,238 | (464,968) | ||||||
Derivative liability | (76,588) | 76,588 | ||||||
Accrued expenses | 1,424,893 | 200,247 | ||||||
Accrued formation costs | 1,812 | |||||||
Net cash used in operating activities | (257) | (714,825) | (428,833) | |||||
Cash flows from investing activities: | ||||||||
Cash deposited into Trust account | (2,698,306) | (75,750,000) | ||||||
Net cash used in investing activities | (2,698,306) | (75,750,000) | ||||||
Cash flows from financing activities: | ||||||||
Sales of units in private offering | 3,176,000 | |||||||
Sales of units in public offering | 2,698,306 | 75,000,000 | ||||||
Advance from related party | 9,410 | |||||||
Deferred offering costs paid | (63,798) | |||||||
Payment of offering costs | (1,093,778) | |||||||
Proceeds from issuance of Class B common stock | 22,063 | 25,000 | ||||||
Proceeds from issuance of note payable – related party | 719,084 | |||||||
Net cash provided by financing activities | 686,759 | 2,698,306 | 77,107,222 | |||||
Net change in cash | 686,502 | (714,825) | 928,389 | |||||
Cash at beginning of period | 928,389 | |||||||
Cash at end of period | $ 213,564 | $ 686,502 | 686,502 | 213,564 | 928,389 | $ 686,502 | $ 928,389 | |
Non-cash financing activities: | ||||||||
Private placement units proceeds in excess of fair value | 746,360 | |||||||
Business combination fee payable | 3,375,000 | |||||||
Deferred offering costs included in accrued offering costs | 338,609 | |||||||
Initial classification of potentially redeemable Class A common stock | 2,698,306 | $ 75,750,000 | ||||||
Remeasurement of redeemable Class A Common Stock to redemption value | 107,727 | |||||||
Class B common stock issued for subscription receivables | $ 2,937 |
Business Organization, Nature o
Business Organization, Nature of Operations, Basis of Presentation and Risks and Uncertainties | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Business Organization, Nature of Operations, Basis of Presentation and Risks and Uncertainties | Note 1 – Business Organization, Nature of Operations, Basis of Presentation and Risks and Uncertainties Organization and Operations ZyVersa is a clinical stage biopharmaceutical company whose focus is on patients with inflammatory or renal disease who have high unmet medical needs. Basis of Presentation The accompanying unaudited condensed 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 U.S. GAAP for annual financial statements. For additional information, these unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Financial Statements for the year ended December 31, 2021 incorporated by reference into this filing. In the opinion of management, the accompanying condensed financial statements include all adjustments which are considered necessary for a fair presentation of the unaudited condensed financial statements of the Company as of September 30, 2022, and for the three and nine months ended September 30, 2022 and 2021. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the operating results for the full year ending December 31, 2022 or any other period. Risks and Uncertainties In early 2020, it became evident that there was a global outbreak of SARS-CoV-2, a novel strain of coronavirus that causes Coronavirus disease (COVID-19). At the onset, the Company experienced significant negative impacts on many aspects of its business. These effects included a delay in the launch of the VAR 200 Phase 2a trials as potential patient participants would not be willing to risk going into a facility for the trials. In addition, the private funding markets faltered, which deprived the Company of the necessary liquidity to fund the business. As a result, management implemented significant cost reduction measures to continue until economic conditions improved. In 2021, the Company secured additional funding by issuing new unsecured convertible promissory notes. In early 2022, the Company began reviewing additional financing strategies, fundings and deals with other investors, although there can be no assurance that the Company will be successful in closing any such deals. The full extent of COVID-19’s future impact on the Company’s operations and financial condition remains uncertain. A prolonged COVID-19 outbreak could have a material adverse impact on the Company’s results of operations, financial condition, and liquidity, including the timing and ability of the Company to progress its clinical development initiatives. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. | Note 1 — Business Organization, Nature of Operations and Risks and Uncertainties Business Organization, Nature of Operations, Basis of Presentation and Risks and Uncertainties Organization and Operations ZyVersa Therapeutics, Inc. (“ZyVersa” or the “Company”) was organized as a corporation under the laws of the State of Florida on March 11, 2014 as Variant Pharmaceuticals, Inc. On April 25, 2019, the Company changed its name to ZyVersa Therapeutics, Inc. ZyVersa is a clinical stage biopharmaceutical company whose focus is on patients with inflammatory or renal disease who have high unmet medical needs. Risks and Uncertainties In early 2020, it became evident that there was a global outbreak of SARS-CoV-2, a novel strain of coronavirus that causes Coronavirus disease (COVID-19). At the onset, the Company experienced significant negative impacts on many aspects of its business. These effects included a delay in the launch of the VAR 200 Phase 2a trials as potential patient participants would not be willing to risk going into a facility for the trials. In addition, the private funding markets faltered, which deprived the Company of the necessary liquidity to fund the business. As a result, management implemented significant cost reduction measures to continue until economic conditions improved. In 2021, the Company secured additional funding by issuing new unsecured convertible promissory notes. In early 2022, the Company began reviewing additional financing strategies, fundings and deals with other investors, although there can be no assurance that the Company will be successful in closing any such deals. The full extent of COVID-19’s future impact on the Company’s operations and financial condition remains uncertain. A prolonged COVID-19 outbreak could have a material adverse impact on the Company’s results of operations, financial condition and liquidity, including the timing and ability of the Company to progress its clinical development initiatives. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |
Larkspur Health Acquisition Corp [Member] | |||
Business Organization, Nature of Operations, Basis of Presentation and Risks and Uncertainties | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Business Organization, Nature of Operations, Basis of Presentation and Risks and Uncertainties Larkspur Health Acquisition Corp. (the “Company”) was incorporated in Delaware on March 17, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of September 30, 2022, the Company had not commenced any operations. All activity for the period from March 17, 2021 (inception) through September 30, 2022 relates to the Company’s initial public offering (the “Initial Public Offering” or “IPO”), which is described below, and consummation of its initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on December 20, 2021. On December 23, 2021, the Company consummated its Initial Public Offering of 7,500,000 75,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 317,600 10.00 As of December 23, 2021, transaction costs amounted to $ 6,639,594 500,000 3,375,000 2,179,470 593,778 3,375,000 12 Following the closing of the Initial Public Offering on December 23, 2021, an amount of $ 75,750,000 10.10 On January 6, 2022 the underwriters partially exercised the over-allotment option for 267,159 2.7 February 6, 2022 214,460 LARKSPUR HEALTH ACQUISITION CORP. NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Business Combination Agreement On July 20, 2022, the Company entered into a Business Combination Agreement, (the “Business Combination Agreement”), with ZyVersa Therapeutics, Inc. (“ZyVersa”), Larkspur Merger Sub Inc. (“Merger Sub”) and Stephen Glover. Upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Transactions”), Merger Sub will merge with and into ZyVersa, with ZyVersa surviving as a wholly-owned subsidiary of the Company (the “Business Combination”). The combined company is expected to be named ZyVersa Therapeutics, Inc. The Business Combination Agreement provides that the following transactions will occur: ● Immediately prior to the effective time of the Business Combination (the “Effective Time”), each share of ZyVersa’s Series A Preferred Stock that is issued and outstanding will automatically convert into a number of shares of ZyVersa’s common stock at the then-effective conversion rate, as calculated pursuant to ZyVersa’s Articles of Incorporation (the “Conversion”). ● At the Effective Time, (a) each share of ZyVersa’s common stock issued and outstanding (including shares of ZyVersa’s common stock resulting from the Conversion) will be canceled and converted into a number of shares of the Company’s common stock, as determined pursuant to the terms of the Business Combination Agreement; and (b) each share of Merger Sub common stock issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one share of common stock of ZyVersa. ● Effective as of the Effective Time, each ZyVersa warrant, to the extent then outstanding and unexercised, will automatically, without any action on the part of the holder thereof, be assumed and converted into a warrant to acquire a number of shares of the Registrant’s common stock at an adjusted exercise price per share, in each case, as determined pursuant to the terms of the Business Combination Agreement. ● Each ZyVersa stock option that is outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, will be assumed and converted into an option to purchase a number of shares of the Registrant’s common stock, as determined pursuant to the terms of the Business Combination Agreement. ● Each ZyVersa note that is outstanding as of immediately prior to the Effective Time which by its terms will not convert into ZyVersa’s common stock in connection with the Transactions, if any, will be assumed by the Company and will remain outstanding pursuant to the terms and conditions then in effect. The consummation of the Transactions are subject to the satisfaction or waiver of certain customary closing conditions contained in the Business Combination Agreement, including, among other things, the Company and ZyVersa shall have received aggregate commitments of at least $ 10.0 The parties to the Business Combination Agreement have made customary representations and warranties, and have agreed to certain customary covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of the Company, ZyVersa and Merger Sub, and their subsidiaries, prior to the closing of the Transactions. The Business Combination Agreement may be terminated by the Company or ZyVersa, under certain circumstances, including, among others, (i) by mutual written consent of the Company and ZyVersa, (ii) by either the Company or ZyVersa if the Effective Time shall not have occurred prior to December 15, 2022, (iii) by either the Company or ZyVersa if any Governmental Order has become final and non-appealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions, (iv) by either the Company or ZyVersa if any of the required proposals fail to receive the requisite vote for approval at the Company’s Shareholders’ Meeting, (v) by the Company, in the event that ZyVersa’s shareholders don’t consent to the Transactions, (vi) by the Company upon ZyVersa breaching any representation, covenant or agreement; or (vii) by ZyVersa upon the Company breaching any representation, covenant or agreement. The Company expects to account for the Business Combination as a reverse recapitalization, whereby ZyVersa is deemed to be the accounting acquirer. LARKSPUR HEALTH ACQUISITION CORP. NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 50 10.10 The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.10 All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 LARKSPUR HEALTH ACQUISITION CORP. NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100 If the Company has not completed a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $ 100,000 The holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”) LARKSPUR HEALTH ACQUISITION CORP. NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with Account Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Combination Period is less than one year from the date of the issuance of the financial statements. There is no assurance that the Company’s plans to consummate a business combination will be successful within or the Company’s available funds will be sufficient to fund our operations through the Combination Period. As a result, there is substantial doubt about the entity’s ability to continue as a going concern within one year Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Business Organization, Nature of Operations, Basis of Presentation and Risks and Uncertainties Larkspur Health Acquisition Corp. (the “Company”) was incorporated in Delaware on March 17, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from March 17, 2021 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering (the “Registration Statement”) was declared effective on December 20, 2021. On December 23, 2021, the Company consummated the Initial Public Offering of 7,500,000 75,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 317,600 10.00 As of December 23, 2021, transaction costs amounted to $ 6,639,594 500,000 3,375,000 2,179,470 593,778 3,375,000 Following the closing of the Initial Public Offering on December 23, 2021, an amount of $ 75,750,000 10.10 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 50 10.10 LARKSPUR HEALTH ACQUISITION CORP. NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.10 All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”). In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”) and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 The Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 LARKSPUR HEALTH ACQUISITION CORP. NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100 If the Company has not completed a Business Combination within 12 months from the closing of the Initial Public Offering (or up to 18 months from the closing of the Initial Public Offering at the election of the Company in two separate three month extensions subject to satisfaction of certain conditions) (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $ 100,000 The holders of the Founder Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 LARKSPUR HEALTH ACQUISITION CORP. NOTE 1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with Account Standards Update (“ASU”) 2014- 15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the combination period is less than one year from the date of the issuance of the financial statements. There is no assurance that the Company’s plans to consummate a business combination will be successful within the combination period. As a result, there is substantial doubt about the entity’s ability to continue as a going concern within one year Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Going Concern and Management_s
Going Concern and Management’s Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern and Management’s Plans | Note 2 – Going Concern and Management’s Plans 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. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statement issuance date. 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 unaudited condensed financial statements have been prepared in conformity with 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 unaudited condensed financial statements do not include any adjustment that might become necessary should the Company be unable to continue as a going concern. ZYVERSA THERAPEUTICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) | Note 2 — Going Concern and Management’s Plans 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. These conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statement issuance date. 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. ZYVERSA THERAPEUTICS, INC. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Since the date the Company’s December 31, 2021 financial statements were issued in its 2021 Annual Financial Statements, there have been no material changes to the Company’s significant accounting policies, except as disclosed below. Restricted Cash Restricted cash consists of cash that is held in an escrow account to eventually pay bank fees associated with the closing of the Series A Preferred Stock financing in July 2022. See Note 9 - Stockholders’ Deficiency for additional details on the Series A Preferred Stock financing. 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 condensed 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 condensed financial statements. Schedule of Basic and Diluted Net Loss Per Common Share Schedule of Assets and Liabilities Measured at Fair Value | Note 3 — Summary of Significant Accounting Policies Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the amounts disclosed in the related notes to the financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, fair value calculations for equity securities, derivative liabilities and share based compensation 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, 2021 and 2020, 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. 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 52,000 24,267 13,867 10,400 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. ZYVERSA THERAPEUTICS, INC. Note 3 — Summary of Significant Accounting Policies Prior to the January 1, 2021 adoption of Accounting Standards Update (“ASU”) 2020-06, if the embedded conversion options did not require bifurcation, the Company then evaluated for the existence of a beneficial conversion feature by comparing the fair value of the Company’s underlying stock as of the commitment date to the effective conversion price of the instrument (the intrinsic value). The host instrument is measured at amortized cost with the carrying value being accreted to the stated principal amount of contractual maturity using the effective-interest method with a corresponding charge to interest expense. After the January 1, 2021 adoption of ASU 2020-06, the Company is no longer required to evaluate for the existence of a beneficial conversion feature. 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 and investor deposits approximate fair values due to the short-term nature of these instruments. See Note 9 — Derivative Liabilities for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs. 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. 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. 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. Note 3 — Summary of Significant Accounting Policies 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. During 2021, the fair value of the Company’s common stock was determined by management with the assistance of a third-party valuation specialist using an income approach. During 2020, the fair value of the Company’s common stock was determined using a market approach based on recent sales of the Company’s common stock to third parties. 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 does not currently have a public trading history for the common shares to support its historical volatility calculations. 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: Schedule Of Anti-dilutive Securities Excluded From Calculation Of Diluted Net Loss Per Share 2021 2020 December 31, 2021 2020 Warrants (1) 2,154,352 2,154,352 Options 8,755,179 7,196,250 Convertible notes payable (2) 3,400,187 1,294,063 Total potentially dilutive shares 14,309,718 10,644,665 (1) As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 (2) The Company’s convertible notes payable have embedded conversion options that result in the automatic issuance of common stock upon the consummation of certain qualifying transactions. The conversion price is a function of the implied common stock price associated with the qualifying transaction. For the purpose of disclosing the potentially dilutive securities in the table above, we used the number of shares of common stock issuable if a qualifying transaction occurred with an implied common stock price equal to the fair value of the common stock of $ 3.25 Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or loss per share. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“The FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). 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 is effective for private entities for fiscal years beginning after December 15, 2021, including 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 does not expect the adoption of ASU 2016-02 to have a significant impact on its statements of operations and cash flows. Management believes the primary effect of adopting the new standard will be to record right-of-use assets and obligations for current operating leases. The company intends to adopt ASU 2016-02 in its fiscal year ended December 31, 2022 and for interim periods during the year ended December 31, 2023. ZYVERSA THERAPEUTICS, INC. Note 3 — Summary of Significant Accounting Policies 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. The Company does not expect the adoption of this standard to have a material effect on its consolidated 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. Early adoption is permitted, including adoption in an interim period. If a Company elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial statements. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital. Under this ASU, certain debt instruments with embedded conversion features will be accounted for as a single liability measured at its amortized cost. Additionally, this ASU eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments. The new guidance is effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 effective January 1, 2021 which eliminated the need to assess whether a beneficial conversion feature needed to be recognized upon either (a) the 2021 issuance of new convertible notes; or (b) the 2021 resolution of any contingent beneficial conversion features. | |
Larkspur Health Acquisition Corp [Member] | |||
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K. In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022 and its results of operations and cash flows for the three and nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022. Investments held in Trust Account As of September 30, 2022, the Company had $ 78,911,942 Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “ Expenses of Offering.” 593,778 500,000 3,375,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes The Company’s effective tax rate was 7.5 0.0 2.7 0.0 0 The Inflation Reduction Act (“IRA”) was enacted on August 16, 2022. The IRA includes provisions imposing a 1 15 LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of stock, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of stock. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2022 and September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of Basic and Diluted Net Loss Per Common Share Class A Class B Class A Class B For the Three Months For the Nine Months Ended September 30, 2022 Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss $ (547,607 ) $ (131,480 ) $ (1,444,749 ) $ (347,983 ) Denominator: Basic and diluted weighted average common shares outstanding 8,087,431 1,941,790 8,082,471 1,940,562 Basic and diluted net loss per common share $ (0.07 ) $ (0.07 ) $ (0.18 ) $ (0.18 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets and Liabilities Measured at Fair Value Description Level September 30, December 31, Assets: Investments held in Trust Account 1 $ 78,911,942 $ 75,750,000 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480. The warrants issued in connection with the Initial Public Offering and the Private Placement are recorded in equity as they qualify for equity treatment under ASC 815-40. Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 78,556,033 75,750,000 2,806,033 107,727 2,698,306 Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. LARKSPUR HEALTH ACQUISITION CORP. | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. Investments held in Trust Account At December 31, 2021, the Company had $ 75,750,000 Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “ Expenses of Offering.” 593,778 500,000 3,375,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of stock, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of stock. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of Basic and Diluted Net Loss Per Common Share For the Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (24,906 ) $ (215,794 ) Denominator: Basic and diluted weighted average shares outstanding 216,404 1,875,000 Basic and diluted net loss per common share $ (0.12 ) $ (0.12 ) Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets and Liabilities Measured at Fair Value Description Level December 31, Assets: Investments held in Trust Account 1 $ 75,750,000 Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480. It is recorded as a $ 76,588 Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 75,750,000 LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Note 4 – Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders 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: Schedule of Outstanding Potentially Dilutive Securities For the Nine Months Ended 2022 2021 Warrants [1][2] 8,699,397 2,754,352 Options 10,039,348 8,693,024 Series A Convertible Preferred Stock 5,945,045 - Convertible notes payable [3] 2,977,528 3,352,810 Total potentially dilutive shares 27,661,318 14,800,186 [1] As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 [2] Includes warrants to purchase 5,945,045 ZYVERSA THERAPEUTICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) Note 4 – Net Loss Per Common Share - Continued [3] The Company’s convertible notes payable have embedded conversion options that result in the automatic issuance of common stock upon the consummation of certain qualifying transactions. The conversion price is a function of the implied common stock price associated with the qualifying transaction. For the purpose of disclosing the potentially dilutive securities in the table above, we used the number of shares of common stock issuable if a qualifying transaction occurred with an implied common stock price equal to the fair value of the common stock of $ 1.94 3.25 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses and Other Current Liabilities | Note 5 – Accrued Expenses and Other Current Liabilities As of September 30, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities September 30, 2022 December 31, 2021 L&F milestone payment liability $ 1,501,887 $ 1,500,000 L&F Note (351,579 ) (351,579 ) L&F, net 1,510,308 1,148,421 Payroll accrual 879,026 - Accrued Interest 660,123 748,767 Deferred rent 12,077 16,913 Other - Total accrued expenses and other current liabilities $ 2,701,534 $ 1,914,101 | Note 5 — Accrued Expenses and Other Current Liabilities As of December 31, 2021 and 2020, accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities 2021 2020 December 31, 2021 2020 L&F milestone payment liability $ 1,500,000 $ 1,500,000 L&F Note (see Note 4) (351,579 ) (351,579 ) L&F, net 1,148,421 1,148,421 Payroll accrual — 911,737 Accrued interest 748,767 244,706 Deferred rent 16,913 20,502 Other — 93 Total accrued expenses and other current liabilities $ 1,914,101 $ 2,325,459 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Convertible Notes Payable | Note 6 – Convertible Notes Payable Unsecured Convertible Promissory Notes A summary of the outstanding convertible promissory notes as of September 30, 2022 and December 31, 2021 is as follows: Schedule of Outstanding Convertible Promissory Notes September 30, 2022 December 31, 2021 Convertible notes payable - current portion $ 3,936,000 $ 6,016,000 Deferred debt discount - current portion - (39,492 ) Total convertible notes payable - current portion, net $ 3,936,000 $ 5,976,508 Covnertible notes payable - related parties - current portion $ 25,000 $ 3,175,000 Deferred debt discount - current portion - - Total convertible notes payable - relatied parties - current portion, net $ $ Total convertible notes payable, net $ 3,961,000 $ 9,151,508 Between October 2019 and July 2020, the Company issued 24-month Unsecured Convertible Promissory Notes (“the Notes”) to investors and brokers in the aggregate principal amount of $ 3,961,000 1,795,500 25,000 During February and March 2021, the Company issued new Unsecured Convertible Promissory Notes (“2021 Notes”) with an aggregate principal balance of $ 5,230,000 3,150,000 ZYVERSA THERAPEUTICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) Note 6 – Convertible Notes Payable – Continued During January 2022, the Company and its convertible note holders agreed to extend the maturity of the Notes and the 2021 Notes to December 31, 2022. The extensions qualified as modifications because the terms were not substantially different. Accordingly, the extended notes were treated as a continuation of the original Notes and 2021 Notes. During the three and nine months ended September 30, 2022, the Company recorded $ 69,804 379,737 3,024 39,492 225,887 617,002 86,879 251,940 Automatic Conversion of the 2021 Notes On July 8, 2022, as a result of the Additional Series A Preferred Stock Financing (which resulted in a Qualified Equity Financing with cumulative gross proceeds that exceeded $ 500,000 5,230,000 428,888 1,802,193 3.14 2,035,571 | Note 6 — Convertible Notes Payable Unsecured Convertible Promissory Notes Between October 2019 and July 2020, the Company issued 24-month Unsecured Convertible Promissory Notes (“the Notes”) to investors and brokers in the aggregate principal amount of $ 3,961,000 1,795,500 25,000 6 20 20 20 3.25 80 3.25 373,000 170,500 64,342 41,058 ZYVERSA THERAPEUTICS, INC. Note 6 — Convertible Notes Payable During February and March 2021, the Company issued new Unsecured Convertible Promissory Notes (“2021 Notes”) with an aggregate principal balance of $ 5,230,000 3,150,000 6 500,000 3.25 3.25 3.25 A summary of the outstanding convertible promissory notes as of December 31, 2021 and 2020 is as follows: Schedule of Outstanding Convertible Promissory Notes 2021 2020 As of December 31, 2021 2020 Convertible notes payable – current portion $ 6,016,000 $ 2,165,500 Deferred debt discount – current portion (39,492 ) (140,633 ) Total convertible notes payable-current portion, net $ 5,976,508 $ 2,024,867 Convertible notes payable – related parties-current portion $ 3,175,000 $ 25,000 Convertible notes payable – non-current portion $ — $ 1,770,500 Deferred debt discount – non-current portion — (216,692 ) Total convertible notes payable – non-current portion, net $ — $ 1,553,808 Total convertible notes payable, net $ 9,151,508 $ 3,603,675 ZYVERSA THERAPEUTICS, INC. Note 6 — Convertible Notes Payable As of December 31, 2021, $ 2,165,500 1,795,500 The Company is required to pay a cash fee equal to 8 228,236 141,735 During the years ended December 31, 2021 and 2020, the Company recorded amortization of debt discount as interest expense in the statements of operations of $ 317,833 288,366 |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liabilities | Note 7 – Derivative Liabilities The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: Schedule of Changes in Fair Value of Level 3 Derivative Liabilities For the Nine Months Ended 2022 2021 Beginning balance as of January 1 $ 560,600 $ 788,700 Change in fair value of derivative liabilities 212,100 7,507 Ending balance as of March 31 $ 772,700 $ 796,207 Change in fair value of derivative liabilities (19,600 ) 23,100 Ending balance as of June 30 $ 753,100 $ 819,307 Change in fair value of derivative liabilities 228,100 (246,507 ) Ending balance as of September 30 $ 981,200 $ 572,800 For the derivative liability valuations, as of September 30, 2022, the significant unobservable inputs used in the discounted cash flow were a discount rate of 25 90% 0% 5% 5% 25 85% 0% 0% 15% Schedule of Derivative Liabilities Fair Value Assumption September 30, 2022 2021 Fair value of common stock $ 1.94 $ 3.25 Risk free insert rate 3.33 % 0.04 0.07 Expected term (years) 0.21 0.25 0.06 0.05 Expected volatility 74 % 85 % Expected dividends 0.00 % 0.00 % ZYVERSA THERAPEUTICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) | Note 9 — Derivative Liabilities During the years ended December 31, 2020 and 2019, the Company recorded new Level 3 derivative liabilities that were measured at fair value at issuance, related to the redemption features and put options of certain convertible notes payable. See Note 6 — Convertible Notes Payable for additional details. The redemption features were valued using a combination of a discounted cash flow and a Black-Scholes valuation technique. The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: Schedule of Changes in Fair Value of Level 3 Derivative Liabilities Beginning balance as of January 1, 2020 $ 243,483 Issuance of derivative liabilities 211,559 Change in fair value of derivative liabilities 333,658 Ending balance as of December 31, 2020 788,700 Issuance of derivative liabilities — Change in fair value of derivative liabilities (228,100 ) Ending balance as of December 31, 2021 $ 560,600 For the issuances during the year ended December 31, 2020, the significant unobservable inputs used in the discounted cash flow at the respective issuance date were a discount rate of 25 68 71 1 5 Schedule of Derivative Liabilities Fair Value Assumption For the Fair value of common stock on date of issuance $ 3.25 Risk free interest rate 0.14 1.55 % Expected term (years) 0.11 0.91 Expected volatility 130 142 % Expected dividends 0.00 % For the derivative liability valuation, as of December 31, 2021, the significant unobservable inputs used in the discounted cash flow were a discount rate of 25 85 0 25 75 5 December 31, 2021 2020 Fair value of common stock on date of issuance $ 3.25 $ 3.25 Risk free interest rate 0.06 0.19 % 0.09 0.10 % Expected term (years) 0.00 0.50 0.16 0.67 Expected volatility 75 % 142 % Expected dividends 0.00 % 0.00 % ZYVERSA THERAPEUTICS, INC. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies | 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. Business Combination Agreement On July 20, 2022, the Company entered into a Business Combination Agreement, (the “Business Combination Agreement”), with Larkspur Health Acquisition Corp. (“Larkspur” or the “Registrant”), a blank-check special purpose acquisition company, Larkspur Merger Sub Inc. (“Merger Sub”) and Stephen Glover. Upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Transactions”), Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Larkspur (the “Business Combination”). The combined company is expected to be named ZyVersa Therapeutics, Inc. The Business Combination Agreement provides that the following transactions will occur: ● Immediately prior to the Effective Time, each share of the Company’s Series A Preferred Stock that is issued and outstanding will automatically convert into (a) a number of shares of the Company’s common stock at the then-effective conversion rate, as calculated pursuant to the Company’s Articles of Incorporation (the “Conversion”) and (b) a five-year 1.37 ● At the Effective Time, (a) each share of the Company’s common stock issued and outstanding (including shares of the Company’s common stock resulting from the Conversion) will be canceled and converted into a number of shares of the Registrant’s common stock, as determined pursuant to the terms of the Business Combination Agreement; and (b) each share of Merger Sub common stock issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one share of common stock of the Company. ● Each Company stock option that is outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, will be assumed and converted into an option to purchase a number of shares of the Registrant’s common stock, as determined pursuant to the terms of the Business Combination Agreement. ● Each Company note that is outstanding as of immediately prior to the Effective Time which by its terms will not convert into the Company’s common stock in connection with the Transactions, if any, will be assumed by the Registrant and will remain outstanding pursuant to the terms and conditions then in effect. The consummation of the Transactions is subject to the satisfaction or waiver of certain customary closing conditions contained in the Business Combination Agreement, including, among other things, the consummation of a private placement of convertible preferred stock and warrants by Larkspur. In addition, a condition in the agreement governing such private placement requires ZyVersa and Larkspur to obtain at least $ 10.0 The parties to the Business Combination Agreement have made customary representations and warranties, and have agreed to certain customary covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of Larkspur, the Company and Merger Sub, and their subsidiaries, prior to the closing of the Transactions. ZYVERSA THERAPEUTICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) Note 8 – Commitments and Contingencies – Continued Business Combination Agreement - Continued The Business Combination Agreement may be terminated by Larkspur or the Company, under certain circumstances, including, among others, (i) by mutual written consent of Larkspur and the Company, (ii) by either Larkspur or the Company if the Effective Time shall not have occurred prior to December 15, 2022, (iii) by either Larkspur or the Company if any Governmental Order has become final and non-appealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions, (iv) by either Larkspur or the Company if any of the required proposals fail to receive the requisite vote for approval at Larkspur’s Shareholders’ Meeting, (v) by Larkspur, in the event that the Company’s shareholders don’t consent to the Transactions, (vi) by Larkspur upon the Company breaching any representation, covenant or agreement; or (vii) by the Company upon Larkspur breaching any representation, covenant or agreement. The Company expects to account for the Business Combination as a forward merger, whereby Larkspur is deemed to be the account acquiror. License Agreements L&F Research LLC On March 7, 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 On August 26, 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 Operating Leases The Company recognized rent expense in connection with its operating leases of $ 42,225 36,702 118,519 110,979 | Note 10 — Commitments and Contingencies Litigations, Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records contingent liabilities resulting from such claims, if any, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. License Agreements L&F Research LLC On December 15, 2015, the Company entered into a license agreement with L&F whereby L&F granted to ZyVersa an exclusive license for certain technology, based on the terms and conditions set forth in the agreement. 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 21.5 1,500,000 500,000 2,500,000 5 10 878,947 1.00 766,384 period of five years 351,579 306,411 175,789 153,324 351,578 On January 9, 2020, an amendment was entered into to the license agreement that provided for the following amendments: (i) partially extended the timing of payment of $ 1,000,000 500,000 500,000 351,579 ZYVERSA THERAPEUTICS, INC. Note 10 — Commitments and Contingencies On March 7, 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 InflamaCORE On April 18, 2019, the Company entered into a license agreement with InflamaCORE, LLC (“InflamaCORE”) whereby InflamaCORE agreed to grant the Company an exclusive license to the InflamaCORE Program Technology. 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 Company agreed to pay an up-front fee to InflamaCORE in the amount of $ 346,321 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%. 1,000,000 400,000 815,822 2.30 600,000 200,000 460,000 Operating Leases On January 18, 2019, the Company entered into a lease agreement for approximately 3,500 89,000 3 497,000 58,323 11,665 ZYVERSA THERAPEUTICS, INC. Note 10 — Commitments and Contingencies On May 1, 2019, the Company entered into a sublease agreement for approximately 3,450 7,475 142,025 The Company recognized rent expense in connection with its operating leases of $ 148,125 247,592 Future minimum payments under these operating lease agreements are as follows: Schedule of Future Minimum Payments Operating Lease Agreement For the Year Ended December 31, Amount 2022 $ 101,173 2023 104,211 2024 8,705 Total $ 214,089 | |
Larkspur Health Acquisition Corp [Member] | |||
Commitments and Contingencies | NOTE 6 — COMMITMENTS AND CONTINGENCIES Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 0 76,588 267,159 2.7 214,460 The underwriters are entitled to a cash underwriting discount of $ 500,000 3,375,000 LARKSPUR HEALTH ACQUISITION CORP. | NOTE 6 — COMMITMENTS AND CONTINGENCIES Commitments and Contingencies Registration Rights The holders of the Founder Shares, Private Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. LARKSPUR HEALTH ACQUISITION CORP. NOTE 6 — COMMITMENTS AND CONTINGENCIES Underwriting Agreement The Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 76,588 The underwriters are entitled to a cash underwriting discount of $ 500,000 3,375,000 |
Stockholders_ Deficiency
Stockholders’ Deficiency | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Stockholders’ Deficiency | Note 9 – Stockholders’ Deficiency Series A Preferred Stock Financing On March 31, 2022, the Company sold 133,541 3.14 419,320 393,301 100,000 26,019 The Series A Preferred Stock is convertible, at the option of the holder, at any time into shares of common stock at a conversion price of $ 3.14 ZYVERSA THERAPEUTICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) Note 9 – Stockholders’ Deficiency - Continued Series A Preferred Stock Financing - Continued The Series A Preferred stockholders shall vote together with the common stockholders on an as-converted basis and dividends will only be paid on an as-converted basis when, and if paid to common stockholders. In the event of any liquidation, dissolution or winding up of the Company or upon a Deemed Liquidation Event, the Series A Preferred stockholders will be entitled to be paid, out of the assets of the Company available for distribution before any payments are made to common stockholders, one times the original purchase price, plus declared and unpaid dividends on each share of Series A Preferred Stock or, if greater, the amount that the Series A Preferred Stock holders would receive on an as-converted basis. The balance of any proceeds shall be distributed pro rata to the common stockholders. Deemed Liquidation Events include (a) a merger or consolidation in which ZyVersa 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 ZyVersa (a “Disposition Event”). The Series A Preferred Stock is not mandatorily redeemable and therefore it is not subject to classification as a liability. The Company determined that the Deemed Liquidation Events were within the control of the Company and, therefore, the 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 ZyVersa preferred stockholders are unable to control the vote of the board of directors. The Company 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 Company’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 May 10, 2022, the Company obtained the requisite approvals to (a) amend the Series A Preferred Stock Designation within the Company’s Certificate of Incorporation to reduce the effective conversion price of the Series A Preferred Stock from $ 3.14 2.78 150,832 3.20 expire in five years (the “Series A Warrants”) or upon an earlier change of control that doesn’t meet the definition of a Public Transaction 331,200 On July 8, 2022, the Company sold an additional 94,393 3.14 296,400 106,616 21,200 On September 16, 2022, the Company sold an additional 222,929 3.14 700,000 251,798 16,000 ZYVERSA THERAPEUTICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) Note 9 – Stockholders’ Deficiency – Continued Second Amendment of Series A Preferred Stock Designation On September 22, 2022, the Company filed with the Florida Department of State a second amendment to the Series A Preferred Stock Designation within the Company’s Certificate of Incorporation, which reduced the conversion price of the Series A Preferred Stock from $ 2.78 1.19 3.20 1.37 2,544,817 5,945,045 The Company determined that the reduction of the Series A Preferred Stock conversion price, combined with the revised terms associated with the contingent issuance of the Series A Warrants (collectively the “Second Amendment Securities”), represented a significant change requiring the application of extinguishment accounting. Accordingly, it was necessary to record the $ 9,684,637 Stock Options On January 28, 2022 and February 3, 2022, the Company granted ten-year stock options to purchase an aggregate of 920,000 three years 3.25 On March 8, 2022 and March 31, 2022, the Company granted ten-year stock options to purchase an aggregate of 111,122 3.25 On March 8, 2022, the Company granted an aggregate of 161,667 36,667 2.30 7.1 125,000 3.25 8.9 On April 15, 2022, and June 30, 2022, the Company granted ten-year stock options to purchase an aggregate of 91,380 30,000 3.25 61,380 2.25 A summary of the option activity during the nine months ended September 30, 2022 is presented below: Summary of Stock Options Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Aggregate Intrinsic Value Outstanding, January 1, 2022 8,755,179 $ 2.00 Granted 1,284,169 3.18 Outstanding, September 30, 2022 10,039,348 $ 2.15 6.1 $ 3,138,441 Exercisable, September 30, 2022 8,258,023 $ 1.91 5.5 $ 3,138,441 ZYVERSA THERAPEUTICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) Note 9 – Stockholders’ Deficiency – Continued The following table presents information related to stock options as of September 30, 2022: Schedule of Information Related to Stock Options Options Outstanding Options Exercisable Exercise Price Outstanding Number of Options Weighted Average Remaining Life In Years Exercisable Number of Options $ 1.00 3,338,767 3.3 3,338,767 $ 2.25 61,380 9.7 61,380 $ 2.3 3,668,913 6.5 3,644,468 $ 3.25 2,970,288 8.6 1,213,408 10,039,348 5.5 8,258,023 For the three and nine months ended September 30, 2022, the Company recorded stock-based compensation expense of $ 494,022 3,131,708 67,608 619,364 426,414 2,512,344 For the three and nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $ 1,398,469 3,319,916 240,735 711,020 1,157,734 2,608,896 As of September 30, 2022, there was $ 3,451,070 1.9 In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: Summary of Option Pricing Model to Stock Options Granted For the Three Months Ended For the Nine Months Ended September 30 2022 2021 2022 2021 Fair value of common stock on date of grant n/a $ 3.25 $ 2.27 3.00 $ 3.25 Risk free interest rate n/a 0.89 0.98 1.68 3.01 0.66 0.98 Expected term (years) n/a 5.00 3.53 6.00 5.00 6.00 Expected volatility n/a 120 124 111 119 120 125 Expected dividends n/a 0.00 0.00 0.00 During the nine months ended September 30, 2022, the fair value of the Company’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 The options granted during the nine months ended September 30, 2022 had a contractual term between seven and ten years and a requisite service period of zero to three years. During the nine months ended September 30, 2021, the fair value of the Company’s common stock was determined by management with the assistance of a third-party valuation specialist using an income approach. The options granted during the nine months ended September 30, 2021 had a contractual term of ten years and a requisite service period of zero to three years. The weighted average estimated grant date fair value of the stock options granted during the three months ended September 30, 2021 were approximately $ 2.71 2.48 2.82 ZYVERSA THERAPEUTICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) | Note 11 — Stockholders’ Permanent and Temporary Equity Stockholders’ Deficiency Authorized Capital The Company is authorized to issue 75,000,000 0.00001 5,000,000 0.00001 2014 Equity Incentive Plan The Company is 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, 10,000,000 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, but in no event shall any such annual increase exceed 100,000 shares of common stock. 1,068,154 Common Stock On February 5, 2020, the Company closed on a private placement of 923,076 3.25 3,000,000 Put Option On December 13, 2020 (the “Effective Date”), in connection with the L&F Note Agreement (see Note 4 — Note Receivable for details), the Company 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 1.00 th 331 ZYVERSA THERAPEUTICS, INC. Note 11 — Stockholders’ Permanent and Temporary Equity Stock-Based Compensation For the year ended December 31, 2021, the Company recorded stock-based compensation expense of $ 4,141,736 944,525 3,197,211 3,075,292 1.8 For the year ended December 31, 2020, the Company recorded stock-based compensation expense of $ 3,677,453 1,277,273 2,400,180 Stock Options In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: Summary of Option Pricing Model to Stock Options Granted For the Years Ended 2021 2020 Fair value of common stock on date of grant $ 3.25 $ 3.25 Risk free interest rate 0.66 1.26 % 0.36 0.38 % Expected term (years) 5.00 6.00 5.00 Expected volatility 118 125 % 122 124 % Expected dividends 0.00 % 0.00 % During 2021, the fair value of the Company’s common stock was determined by management with the assistance of a third-party valuation specialist using an income approach. During 2020, the fair value of the Company’s common stock was determined using a market approach based on recent sales of the Company’s common stock to third parties. The 2021 options had a contractual term of ten years and requisite service period of zero to three years. The 2020 options had a contractual term of ten years and a requisite service period of zero years. The weighted average estimated grant date fair value of the stock options granted during the years ended December 31, 2021 and 2020 was approximately $ 2.81 2.87 A summary of the option activity during the years ended December 31, 2021 and 2020 is presented below: Summary of Stock Option Activity Number of Weighted Weighted Aggregate Outstanding, January 1, 2020 7,022,680 $ 1.68 Granted 188,570 3.25 Exercised (15,000 ) 1.00 Outstanding, January 1, 2021 7,196,250 1.72 Granted 1,720,596 3.25 Forfeited (161,667 ) 3.03 Outstanding, December 31, 2021 8,755,179 $ 2.00 6.4 $ 10,962,859 Exercisable, December 31, 2021 6,289,107 $ 1.69 5.7 $ 9,812,645 ZYVERSA THERAPEUTICS, INC. Note 11 — Stockholders’ Permanent and Temporary Equity The following table presents information related to stock options as of December 31, 2021: Schedule of Information Related to Stock Options Options Outstanding Options Exercisable Exercise Outstanding Weighted Exercisable $ 1.00 3,338,767 4.1 3,338,767 $ 2.30 3,632,246 7.3 2,421,494 $ 3.25 1,784,166 9.3 528,846 8,755,179 5.7 6,289,107 Stock Warrants On December 13, 2020, L&F exercised a warrant to purchase 351,579 1.00 351,579 A summary of the warrant activity during the years ended December 31, 2021 and 2020 is presented below: Summary of Warrant Activity Number of Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2020 2,505,931 $ 1.84 Issued — — Exercised (351,579 ) 1.00 Outstanding, January 1, 2021 2,154,352 1.98 Issued — — Outstanding, December 31, 2021 2,154,352 $ 1.98 1.5 $ 2,732,212 Exercisable, December 31, 2021 1,802,774 $ 2.17 1.8 $ 1,941,161 The following table presents information related to stock warrants as of December 31, 2021: Summary of Information Related to Stock Warrants Warrants Outstanding Warrants Exercisable Exercise Outstanding Weighted Exercisable $ 1.00 527,367 0.0 175,789 $ 2.30 1,626,985 2.0 1,626,985 2,154,352 1.8 1,802,774 | |
Larkspur Health Acquisition Corp [Member] | |||
Stockholders’ Deficiency | NOTE 7 — STOCKHOLDERS’ DEFICIT Stockholders’ Deficiency Preferred Stock 1,000,000 0.0001 no Class A Common Stock 200,000,000 0.0001 Holders of Class A common stock are entitled to one vote for each share 317,600 7,767,159 7,500,000 Class B Common Stock 20,000,000 0.0001 1,941,790 2,156,250 Holders of Class B common stock are entitled to one vote for each share Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholder agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 Warrants five years The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. LARKSPUR HEALTH ACQUISITION CORP. NOTE 7 — STOCKHOLDERS’ DEFICIT Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Warrants, which are classified as equity, are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Further, there are no redemption rights or liquidating distributions from the trust account with respect to the private shares or private warrants, which will expire worthless if we do not consummate a business combination within 24 months from the closing of this offering. | NOTE 7 — STOCKHOLDERS’ DEFICIT Stockholders’ Deficiency Preferred Stock 1,000,000 0.0001 no Class A Common Stock 200,000,000 0.0001 Holders of Class A common stock are entitled to one vote for each share. 317,600 7,500,000 Class B Common Stock 20,000,000 0.0001 Holders of Class B common stock are entitled to one vote for each share. Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our shareholders except as otherwise required by law. In connection with our initial business combination, we may enter into a stockholders agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of this offering. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20 LARKSPUR HEALTH ACQUISITION CORP. NOTE 7 — STOCKHOLDERS’ DEFICIT Warrants five years The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $ 18.00 ● in whole and not in part; ● at a price of $ 0.01 ● upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and ● if, and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. LARKSPUR HEALTH ACQUISITION CORP. NOTE 7 — STOCKHOLDERS’ DEFICIT If the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless. The Private Warrants, which are classified as equity, are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or saleable until after the completion of a Business Combination, subject to certain limited exceptions. Further, there is no redemption rights or liquidating distributions from the trust account with respect to the private shares or private warrants, which will expire worthless if we do not consummate a business combination within 24 months from the closing of this offering. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Subsequent Events | Note 10 – Subsequent Events The Company has evaluated subsequent events through December 15, 2022, the date the condensed 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. Closing of Business Combination On December 8, 2022 (“Closing Date”), the previously announced Business Combination was consummated following a special meeting of stockholders, where the stockholders of Larkspur, considered and approved, among other matters, a proposal to adopt the Business Combination Agreement, dated July 20, 2022, entered into by the Company and Larkspur. The Business Combination became effective December 12, 2022. 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. Additional Series A Preferred Stock Financing On December 6, 2022, the Company sold an additional 174,776 3.14 548,805 461,179 2,000 | Note 13 — Subsequent Events The Company has evaluated subsequent events through April 8, 2022, 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. Unsecured Convertible Promissory Notes During January 2022, the Company and its convertible note holders agreed to extend the maturity of the Notes and the 2021 Notes to December 31, 2022. Stock Options Subsequent to December 31, 2021, the Company granted ten-year stock options to purchase an aggregate of 920,000 3.25 In March 2022, the Company granted ten-year stock options to purchase an aggregate of 109,142 3.25 Preferred Series A Financing On March 31, 2022, the Company sold 133,541 3.14 392,301 100,000 The Series A Preferred Stock is convertible, at the option of the holder, at any time into shares of 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 Series A Preferred Stock conversion price shall be reduced on a weighted average basis. Each share of Series A Preferred Stock shall automatically be converted into shares of 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 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 Series A Preferred stockholders shall vote together with the common stockholders on an as-converted basis and dividends will only be paid on an as-converted basis when, and if paid to common Stock. In the event of any liquidation, dissolution or winding up of the Company or upon a Deemed Liquidation Event, the Series A Preferred stockholders will be entitled to be paid, out of the assets of the Company available for distribution before any payments are made to common stockholders, one times the original purchase price, plus declared and unpaid dividends on each share of Series A Preferred Stock or, if greater, the amount that the Series A Preferred Stock holders would receive on an as-converted basis. The balance of any proceeds shall be distributed pro rata to the common stockholders. The Series A Preferred Stock is not mandatorily redeemable. | |
Larkspur Health Acquisition Corp [Member] | |||
Subsequent Events | NOTE 8 — SUBSEQUENT EVENTS Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. | NOTE 9 — SUBSEQUENT EVENTS Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, except as noted below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 6, 2022 the underwriters partially exercised the over-allotment option for 267,159 26,716 2.9 214,460 |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2021 | |
Note Receivable | |
Note Receivable | Note 4 — Note Receivable On December 13, 2020, in connection with the warrant exercise by L&F Research LLC (“L&F”) described in Note 11 — Stockholders’ Permanent and Temporary Equity, the Company and 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 1.17 100 500,000 100 100 1.00 ZYVERSA THERAPEUTICS, INC. Note 4 — Note Receivable 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 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2021 | |
Note Payable | |
Note Payable | Note 7 — Note Payable On April 22, 2020, the Company received cash proceeds of $ 213,481 1.00 Under the terms of the CARES Act, as amended by the Paycheck Protection Program Flexibility Act of 2020, the Company was eligible to apply for and receive forgiveness for all or a portion of its PPP Loan. The Company applied for and received notification on September 10, 2021 that it had received approval for full forgiveness of the PPP loan in the amount of $ 213,481 |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Income Taxes | Note 8 — 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 2021 2020 For the Years Ended 2021 2020 Deferred tax benefit: Federal $ (1,480,472 ) $ (2,454,779 ) State (763,612 ) (388,462 ) Total (2,244,084 ) (2,843,241 ) Change in valuation allowance 2,244,084 2,843,241 Provision for income taxes $ — $ — The provision for income taxes differs from the Federal statutory rate as follows: Schedule of Provision For Income Taxes Differs From The Federal Statutory Rate 2021 2020 For the Years Ended 2021 2020 Federal statutory rate 21.0 % 21.0 % State tax rate, net of federal benefit 3.7 % 2.5 % Permanent items (0.9 )% 0.5 % Nondeductible basis difference 0.1 % (1.0 )% Effect of change in state rate 3.9 % 0.0 % Prior period adjustments and other 0.0 % (0.6 )% Change in valuation allowance (27.8 )% (22.4 )% Effective income tax rate 0.0 % 0.0 % ZYVERSA THERAPEUTICS, INC. Note 8 — Income Taxes Deferred tax assets and liabilities consist of the following: Schedule of Deferred Tax Assets and Liabilities 2021 2020 As of 2021 2020 Net operating loss carryforwards $ 4,930,055 $ 3,409,822 Stock-based compensation expense 3,220,799 2,096,968 Capitalized research and development costs 2,199,126 2,668,412 Capitalized start-up costs 620,016 644,460 Capitalized licensing costs 735,485 745,555 Derivative liabilities 6,388 55,138 Deferred debt discounts — — Capitalized patents 235,065 143,867 Warrants 239,307 228,297 Contributions carryforward 2,840 2,709 Deferred rent 4,176 4,830 Deferred tax assets 12,193,257 10,000,058 Valuation allowance (12,180,021 ) (9,935,937 ) Deferred tax assets, total 13,236 64,121 Deferred debt discount (6,388 ) (55,138 ) Fixed assets (6,848 ) (8,983 ) Deferred tax liabilities (13,236 ) (64,121 ) Deferred tax assets, net $ — $ — At December 31, 2021 and 2020, the Company had approximately $ 20,446,000 14,290,000 14,644,000 9,412,000 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 31, 2021 and 2020, management believes that uncertainty exists with respect to future realization of its deferred tax assets and has, therefore, established a full valuation allowances as of that date. Thus, the Company recorded an increase in the valuation allowance of $ 2,244,084 2,843,241 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, 2021 and 2020. 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, 2021 and 2020 and no tax related interest or penalties were incurred during those years. The Company’s tax returns beginning with the year ended December 31, 2018 remain subject to examination. ZYVERSA THERAPEUTICS, INC. | |
Larkspur Health Acquisition Corp [Member] | ||
Income Taxes | NOTE 8 — TAXES Income Taxes The Company’s net deferred tax assets is as follows: Schedule of Deferred Tax Assets and Liabilities For the Deferred tax assets: Net operating losses $ 33,255 Start up costs 16,151 Total deferred tax assets 49,406 Deferred tax assets 49,406 Valuation Allowance (49,406 ) Deferred tax asset, net of allowance $ — Deferred tax assets, total $ — Below is breakdown of the income tax provision. Schedule of Provision For Income Taxes For the Federal Current $ — Deferred (49,406 ) State and local Current — Deferred — Change in valuation allowance 49,406 Income tax provision $ — LARKSPUR HEALTH ACQUISITION CORP. NOTE 8 — TAXES As of December 31, 2021, the Company had $ 158,358 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2021, the change in the valuation allowance was $ 49,406 A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Schedule of Provision For Income Taxes Differs From The Federal Statutory Rate For the U.S. federal statutory rate 21.0 % Other 0.5 % Valuation allowance (20.5 )% Income tax provision — The effective tax rate differs from the statutory tax rate of 21 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Related Party Transactions | Note 12 — Related Party Transactions During the years ended December 31, 2021 and 2020, the Company paid $ 50,000 118,240 During the years ended December 31, 2021 and 2020, the Company received $ 3,150,000 25,000 ZYVERSA THERAPEUTICS, INC. | ||
Larkspur Health Acquisition Corp [Member] | |||
Related Party Transactions | NOTE 5 — RELATED PARTIES Related Party Transactions Founder Shares During the period ended December 31, 2021, the Sponsor’s investors received a total of 2,156,250 25,000 281,250 20% 267,159 2.7 February 6, 2022 214,460 The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property On November 18, 2021, Larkspur Health LLC transferred 231,423 110,723 2,179,470 Promissory Note On May 7, 2021, the Company issued unsecured promissory notes to the Sponsor’s investors, which were amended and restated on October 7, 2021 (the “Promissory Notes”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 750,000 LARKSPUR HEALTH ACQUISITION CORP. NOTE 5 — RELATED PARTIES Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by the Promissory Notes. The notes may be repaid upon completion of a Business Combination, without interest. Such Units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of September 30, 2022 and December 31, 2021, there was no amount outstanding under the Working Capital Loans. Accounting Services A firm owned by the Company’s Chief Financial Officer has an agreement to provide accounting and financial consulting services $ 0 5,250 There is no amount outstanding as of September 30, 2022 or December 31, 2021 | NOTE 5 — RELATED PARTIES Related Party Transactions Founder Shares During the period ended December 31, 2021, the Sponsor’s investors received a total of 2,156,250 25,000 281,250 20 LARKSPUR HEALTH ACQUISITION CORP. NOTE 5 — RELATED PARTIES The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. On November 18, 2021, Larkspur Health LLC transferred 231,423 110,723 2,179,470 Promissory Note On May 7, 2021, the Company issued unsecured promissory notes to the Sponsor’s investors, which were amended and restated on October 7, 2021 (see Note 8) (the “Promissory Notes”), pursuant to which the Company may borrow up to an aggregate principal amount of $ 750,000 Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by the Promissory Notes. The notes may be repaid upon completion of a Business Combination, without interest. Such Units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2021, there was no amount outstanding under the Working Capital Loans. Accounting Services A firm owned by the Company’s Chief Financial Officer has an agreement to provide accounting and financial consulting services to the Company. The total cost incurred through December 31, 2021 was $ 15,000 There is no amount outstanding as of December 31, 2021. |
Inital Public Offering
Inital Public Offering | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Larkspur Health Acquisition Corp [Member] | ||
Inital Public Offering | NOTE 3 — INITAL PUBLIC OFFERING Inital Public Offering Pursuant to the Initial Public Offering, the Company sold 7,500,000 10.00 11.50 On January 6, 2022 the underwriters partially exercised the over-allotment option for 267,159 2.7 February 6, 2022 214,460 | NOTE 3 — INITAL PUBLIC OFFERING Inital Public Offering Pursuant to the Initial Public Offering, the Company sold 7,500,000 10.00 Each Unit consists of one share of Class A common stock and three-fourths of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $ 11.50 |
Private Placements
Private Placements | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Larkspur Health Acquisition Corp [Member] | ||
Private Placements | NOTE 4 — PRIVATE PLACEMENTS Private Placements Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 317,600 10.00 3,176,000 Each Private Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7) | NOTE 4 — PRIVATE PLACEMENTS Private Placements Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of 317,600 10.00 3,176,000 Each Private Placement Unit consists of one share of Class A common stock and three-fourths of one redeemable warrant (“Private Warrant”). Each Private Warrant is exercisable to purchase one share of Class A common stock at a price of $ 11.50 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Restricted Cash | Restricted Cash Restricted cash consists of cash that is held in an escrow account to eventually pay bank fees associated with the closing of the Series A Preferred Stock financing in July 2022. See Note 9 - Stockholders’ Deficiency for additional details on the Series A Preferred Stock financing. | ||
Recent Accounting Standards | 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 condensed 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 condensed financial statements. Schedule of Basic and Diluted Net Loss Per Common Share Schedule of Assets and Liabilities Measured at Fair Value | Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” which simplifies the accounting for convertible instruments by eliminating certain accounting models when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in-capital. Under this ASU, certain debt instruments with embedded conversion features will be accounted for as a single liability measured at its amortized cost. Additionally, this ASU eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments. The new guidance is effective for annual periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company early adopted ASU 2020-06 effective January 1, 2021 which eliminated the need to assess whether a beneficial conversion feature needed to be recognized upon either (a) the 2021 issuance of new convertible notes; or (b) the 2021 resolution of any contingent beneficial conversion features. | |
Use of Estimates | 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 and share based compensation 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 | 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, 2021 and 2020, 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. | ||
Equipment, Net | 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 52,000 24,267 13,867 10,400 | ||
Financing Costs | 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 | 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. ZYVERSA THERAPEUTICS, INC. Note 3 — Summary of Significant Accounting Policies Prior to the January 1, 2021 adoption of Accounting Standards Update (“ASU”) 2020-06, if the embedded conversion options did not require bifurcation, the Company then evaluated for the existence of a beneficial conversion feature by comparing the fair value of the Company’s underlying stock as of the commitment date to the effective conversion price of the instrument (the intrinsic value). The host instrument is measured at amortized cost with the carrying value being accreted to the stated principal amount of contractual maturity using the effective-interest method with a corresponding charge to interest expense. After the January 1, 2021 adoption of ASU 2020-06, the Company is no longer required to evaluate for the existence of a beneficial conversion feature. | ||
Fair Value of Financial Instruments | 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 and investor deposits approximate fair values due to the short-term nature of these instruments. See Note 9 — Derivative Liabilities for additional details regarding the valuation technique and assumptions used in valuing Level 3 inputs. | ||
Income Taxes | 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. 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. | ||
Research and Development | Research and Development Research and development expenses are charged to operations as incurred. | ||
Stock-Based Compensation | 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. Note 3 — Summary of Significant Accounting Policies | ||
Fair Value of Stock Options and Warrants | 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. During 2021, the fair value of the Company’s common stock was determined by management with the assistance of a third-party valuation specialist using an income approach. During 2020, the fair value of the Company’s common stock was determined using a market approach based on recent sales of the Company’s common stock to third parties. 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 does not currently have a public trading history for the common shares to support its historical volatility calculations. 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 | 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: Schedule Of Anti-dilutive Securities Excluded From Calculation Of Diluted Net Loss Per Share 2021 2020 December 31, 2021 2020 Warrants (1) 2,154,352 2,154,352 Options 8,755,179 7,196,250 Convertible notes payable (2) 3,400,187 1,294,063 Total potentially dilutive shares 14,309,718 10,644,665 (1) As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 (2) The Company’s convertible notes payable have embedded conversion options that result in the automatic issuance of common stock upon the consummation of certain qualifying transactions. The conversion price is a function of the implied common stock price associated with the qualifying transaction. For the purpose of disclosing the potentially dilutive securities in the table above, we used the number of shares of common stock issuable if a qualifying transaction occurred with an implied common stock price equal to the fair value of the common stock of $ 3.25 | ||
Reclassifications | Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or loss per share. | ||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“The FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). 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 is effective for private entities for fiscal years beginning after December 15, 2021, including 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 does not expect the adoption of ASU 2016-02 to have a significant impact on its statements of operations and cash flows. Management believes the primary effect of adopting the new standard will be to record right-of-use assets and obligations for current operating leases. The company intends to adopt ASU 2016-02 in its fiscal year ended December 31, 2022 and for interim periods during the year ended December 31, 2023. ZYVERSA THERAPEUTICS, INC. Note 3 — Summary of Significant Accounting Policies 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. The Company does not expect the adoption of this standard to have a material effect on its consolidated 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. Early adoption is permitted, including adoption in an interim period. If a Company elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial statements. | ||
Larkspur Health Acquisition Corp [Member] | |||
Recent Accounting Standards | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, “ Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | Use of Estimates The preparation of financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. | |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022. | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets and Liabilities Measured at Fair Value Description Level September 30, December 31, Assets: Investments held in Trust Account 1 $ 78,911,942 $ 75,750,000 | Fair Value of Financial Instruments Fair value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets and Liabilities Measured at Fair Value Description Level December 31, Assets: Investments held in Trust Account 1 $ 75,750,000 | |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes The Company’s effective tax rate was 7.5 0.0 2.7 0.0 0 The Inflation Reduction Act (“IRA”) was enacted on August 16, 2022. The IRA includes provisions imposing a 1 15 LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2022 or December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
Net Loss per Common Share | Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of stock, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of stock. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the Private Placement since the exercise of the warrants is contingent upon the occurrence of future events. As of September 30, 2022 and September 30, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of Basic and Diluted Net Loss Per Common Share Class A Class B Class A Class B For the Three Months For the Nine Months Ended September 30, 2022 Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss $ (547,607 ) $ (131,480 ) $ (1,444,749 ) $ (347,983 ) Denominator: Basic and diluted weighted average common shares outstanding 8,087,431 1,941,790 8,082,471 1,940,562 Basic and diluted net loss per common share $ (0.07 ) $ (0.07 ) $ (0.18 ) $ (0.18 ) | Net Loss per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of stock, which are referred to as Class A Common Stock and Class B Common Stock. Income and losses are shared pro rata between the two classes of stock. Net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income (loss) per common share as the redemption value approximates fair value. The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. As of December 31, 2021, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net loss per common share is the same as basic net loss per common share for the periods presented. The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of Basic and Diluted Net Loss Per Common Share For the Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (24,906 ) $ (215,794 ) Denominator: Basic and diluted weighted average shares outstanding 216,404 1,875,000 Basic and diluted net loss per common share $ (0.12 ) $ (0.12 ) | |
Basis of Presentation | Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The accompanying unaudited financial statements should be read in conjunction with the Company’s Annual Report filed on Form 10-K. In the opinion of the Company’s management, the unaudited financial statements as of September 30, 2022 and for the three and nine months ended September 30, 2022 include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of September 30, 2022 and its results of operations and cash flows for the three and nine months ended September 30, 2022. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2022 or any future interim period. | Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Investments held in Trust Account | Investments held in Trust Account As of September 30, 2022, the Company had $ 78,911,942 | Investments held in Trust Account At December 31, 2021, the Company had $ 75,750,000 | |
Offering Costs Associated with a Public Offering | Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “ Expenses of Offering.” 593,778 500,000 3,375,000 | Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “ Expenses of Offering.” 593,778 500,000 3,375,000 | |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480. The warrants issued in connection with the Initial Public Offering and the Private Placement are recorded in equity as they qualify for equity treatment under ASC 815-40. | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging.” For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and is accounted for as a liability pursuant to ASC 480. It is recorded as a $ 76,588 | |
Class A common stock subject to possible redemption | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 78,556,033 75,750,000 2,806,033 107,727 2,698,306 | Class A common stock subject to possible redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “ Distinguishing Liabilities from Equity 75,750,000 LARKSPUR HEALTH ACQUISITION CORP. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Schedule of Basic and Diluted Net Loss Per Common Share | Schedule of Basic and Diluted Net Loss Per Common Share | ||
Schedule of Assets and Liabilities Measured at Fair Value | Schedule of Assets and Liabilities Measured at Fair Value | ||
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: Schedule of Outstanding Potentially Dilutive Securities For the Nine Months Ended 2022 2021 Warrants [1][2] 8,699,397 2,754,352 Options 10,039,348 8,693,024 Series A Convertible Preferred Stock 5,945,045 - Convertible notes payable [3] 2,977,528 3,352,810 Total potentially dilutive shares 27,661,318 14,800,186 [1] As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 [2] Includes warrants to purchase 5,945,045 ZYVERSA THERAPEUTICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) Note 4 – Net Loss Per Common Share - Continued [3] The Company’s convertible notes payable have embedded conversion options that result in the automatic issuance of common stock upon the consummation of certain qualifying transactions. The conversion price is a function of the implied common stock price associated with the qualifying transaction. For the purpose of disclosing the potentially dilutive securities in the table above, we used the number of shares of common stock issuable if a qualifying transaction occurred with an implied common stock price equal to the fair value of the common stock of $ 1.94 3.25 | 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: Schedule Of Anti-dilutive Securities Excluded From Calculation Of Diluted Net Loss Per Share 2021 2020 December 31, 2021 2020 Warrants (1) 2,154,352 2,154,352 Options 8,755,179 7,196,250 Convertible notes payable (2) 3,400,187 1,294,063 Total potentially dilutive shares 14,309,718 10,644,665 (1) As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 (2) The Company’s convertible notes payable have embedded conversion options that result in the automatic issuance of common stock upon the consummation of certain qualifying transactions. The conversion price is a function of the implied common stock price associated with the qualifying transaction. For the purpose of disclosing the potentially dilutive securities in the table above, we used the number of shares of common stock issuable if a qualifying transaction occurred with an implied common stock price equal to the fair value of the common stock of $ 3.25 | |
Larkspur Health Acquisition Corp [Member] | |||
Schedule of Basic and Diluted Net Loss Per Common Share | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of Basic and Diluted Net Loss Per Common Share Class A Class B Class A Class B For the Three Months For the Nine Months Ended September 30, 2022 Ended September 30, 2022 Class A Class B Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss $ (547,607 ) $ (131,480 ) $ (1,444,749 ) $ (347,983 ) Denominator: Basic and diluted weighted average common shares outstanding 8,087,431 1,941,790 8,082,471 1,940,562 Basic and diluted net loss per common share $ (0.07 ) $ (0.07 ) $ (0.18 ) $ (0.18 ) | The following table reflects the calculation of basic and diluted net loss per common share (in dollars, except per share amounts): Schedule of Basic and Diluted Net Loss Per Common Share For the Class A Class B Basic and diluted net loss per common share Numerator: Allocation of net loss, as adjusted $ (24,906 ) $ (215,794 ) Denominator: Basic and diluted weighted average shares outstanding 216,404 1,875,000 Basic and diluted net loss per common share $ (0.12 ) $ (0.12 ) | |
Schedule of Assets and Liabilities Measured at Fair Value | The following table presents information about the Company’s assets and liabilities that are measured at fair value at September 30, 2022 and December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets and Liabilities Measured at Fair Value Description Level September 30, December 31, Assets: Investments held in Trust Account 1 $ 78,911,942 $ 75,750,000 | The following table presents information about the Company’s assets and liabilities that are measured at fair value at December 31, 2021, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Assets and Liabilities Measured at Fair Value Description Level December 31, Assets: Investments held in Trust Account 1 $ 75,750,000 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Schedule of Outstanding Potentially Dilutive Securities | 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: Schedule of Outstanding Potentially Dilutive Securities For the Nine Months Ended 2022 2021 Warrants [1][2] 8,699,397 2,754,352 Options 10,039,348 8,693,024 Series A Convertible Preferred Stock 5,945,045 - Convertible notes payable [3] 2,977,528 3,352,810 Total potentially dilutive shares 27,661,318 14,800,186 [1] As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 [2] Includes warrants to purchase 5,945,045 ZYVERSA THERAPEUTICS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (unaudited) Note 4 – Net Loss Per Common Share - Continued [3] The Company’s convertible notes payable have embedded conversion options that result in the automatic issuance of common stock upon the consummation of certain qualifying transactions. The conversion price is a function of the implied common stock price associated with the qualifying transaction. For the purpose of disclosing the potentially dilutive securities in the table above, we used the number of shares of common stock issuable if a qualifying transaction occurred with an implied common stock price equal to the fair value of the common stock of $ 1.94 3.25 | 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: Schedule Of Anti-dilutive Securities Excluded From Calculation Of Diluted Net Loss Per Share 2021 2020 December 31, 2021 2020 Warrants (1) 2,154,352 2,154,352 Options 8,755,179 7,196,250 Convertible notes payable (2) 3,400,187 1,294,063 Total potentially dilutive shares 14,309,718 10,644,665 (1) As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 (2) The Company’s convertible notes payable have embedded conversion options that result in the automatic issuance of common stock upon the consummation of certain qualifying transactions. The conversion price is a function of the implied common stock price associated with the qualifying transaction. For the purpose of disclosing the potentially dilutive securities in the table above, we used the number of shares of common stock issuable if a qualifying transaction occurred with an implied common stock price equal to the fair value of the common stock of $ 3.25 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses and Other Current Liabilities | As of September 30, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities September 30, 2022 December 31, 2021 L&F milestone payment liability $ 1,501,887 $ 1,500,000 L&F Note (351,579 ) (351,579 ) L&F, net 1,510,308 1,148,421 Payroll accrual 879,026 - Accrued Interest 660,123 748,767 Deferred rent 12,077 16,913 Other - Total accrued expenses and other current liabilities $ 2,701,534 $ 1,914,101 | As of December 31, 2021 and 2020, accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities 2021 2020 December 31, 2021 2020 L&F milestone payment liability $ 1,500,000 $ 1,500,000 L&F Note (see Note 4) (351,579 ) (351,579 ) L&F, net 1,148,421 1,148,421 Payroll accrual — 911,737 Accrued interest 748,767 244,706 Deferred rent 16,913 20,502 Other — 93 Total accrued expenses and other current liabilities $ 1,914,101 $ 2,325,459 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Outstanding Convertible Promissory Notes | A summary of the outstanding convertible promissory notes as of September 30, 2022 and December 31, 2021 is as follows: Schedule of Outstanding Convertible Promissory Notes September 30, 2022 December 31, 2021 Convertible notes payable - current portion $ 3,936,000 $ 6,016,000 Deferred debt discount - current portion - (39,492 ) Total convertible notes payable - current portion, net $ 3,936,000 $ 5,976,508 Covnertible notes payable - related parties - current portion $ 25,000 $ 3,175,000 Deferred debt discount - current portion - - Total convertible notes payable - relatied parties - current portion, net $ $ Total convertible notes payable, net $ 3,961,000 $ 9,151,508 | A summary of the outstanding convertible promissory notes as of December 31, 2021 and 2020 is as follows: Schedule of Outstanding Convertible Promissory Notes 2021 2020 As of December 31, 2021 2020 Convertible notes payable – current portion $ 6,016,000 $ 2,165,500 Deferred debt discount – current portion (39,492 ) (140,633 ) Total convertible notes payable-current portion, net $ 5,976,508 $ 2,024,867 Convertible notes payable – related parties-current portion $ 3,175,000 $ 25,000 Convertible notes payable – non-current portion $ — $ 1,770,500 Deferred debt discount – non-current portion — (216,692 ) Total convertible notes payable – non-current portion, net $ — $ 1,553,808 Total convertible notes payable, net $ 9,151,508 $ 3,603,675 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Schedule of Changes in Fair Value of Level 3 Derivative Liabilities | The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: Schedule of Changes in Fair Value of Level 3 Derivative Liabilities For the Nine Months Ended 2022 2021 Beginning balance as of January 1 $ 560,600 $ 788,700 Change in fair value of derivative liabilities 212,100 7,507 Ending balance as of March 31 $ 772,700 $ 796,207 Change in fair value of derivative liabilities (19,600 ) 23,100 Ending balance as of June 30 $ 753,100 $ 819,307 Change in fair value of derivative liabilities 228,100 (246,507 ) Ending balance as of September 30 $ 981,200 $ 572,800 | The following table sets forth a summary of the changes in the fair value of Level 3 derivative liabilities that are measured at fair value on a recurring basis: Schedule of Changes in Fair Value of Level 3 Derivative Liabilities Beginning balance as of January 1, 2020 $ 243,483 Issuance of derivative liabilities 211,559 Change in fair value of derivative liabilities 333,658 Ending balance as of December 31, 2020 788,700 Issuance of derivative liabilities — Change in fair value of derivative liabilities (228,100 ) Ending balance as of December 31, 2021 $ 560,600 |
Schedule of Derivative Liabilities Fair Value Assumption | Schedule of Derivative Liabilities Fair Value Assumption September 30, 2022 2021 Fair value of common stock $ 1.94 $ 3.25 Risk free insert rate 3.33 % 0.04 0.07 Expected term (years) 0.21 0.25 0.06 0.05 Expected volatility 74 % 85 % Expected dividends 0.00 % 0.00 % | Schedule of Derivative Liabilities Fair Value Assumption For the Fair value of common stock on date of issuance $ 3.25 Risk free interest rate 0.14 1.55 % Expected term (years) 0.11 0.91 Expected volatility 130 142 % Expected dividends 0.00 % For the derivative liability valuation, as of December 31, 2021, the significant unobservable inputs used in the discounted cash flow were a discount rate of 25 85 0 25 75 5 December 31, 2021 2020 Fair value of common stock on date of issuance $ 3.25 $ 3.25 Risk free interest rate 0.06 0.19 % 0.09 0.10 % Expected term (years) 0.00 0.50 0.16 0.67 Expected volatility 75 % 142 % Expected dividends 0.00 % 0.00 % ZYVERSA THERAPEUTICS, INC. |
Stockholders_ Deficiency (Table
Stockholders’ Deficiency (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Summary of Stock Option Activity | A summary of the option activity during the nine months ended September 30, 2022 is presented below: Summary of Stock Options Activity Number of Options Weighted Average Exercise Price Weighted Average Remaining Life in Years Aggregate Intrinsic Value Outstanding, January 1, 2022 8,755,179 $ 2.00 Granted 1,284,169 3.18 Outstanding, September 30, 2022 10,039,348 $ 2.15 6.1 $ 3,138,441 Exercisable, September 30, 2022 8,258,023 $ 1.91 5.5 $ 3,138,441 | A summary of the option activity during the years ended December 31, 2021 and 2020 is presented below: Summary of Stock Option Activity Number of Weighted Weighted Aggregate Outstanding, January 1, 2020 7,022,680 $ 1.68 Granted 188,570 3.25 Exercised (15,000 ) 1.00 Outstanding, January 1, 2021 7,196,250 1.72 Granted 1,720,596 3.25 Forfeited (161,667 ) 3.03 Outstanding, December 31, 2021 8,755,179 $ 2.00 6.4 $ 10,962,859 Exercisable, December 31, 2021 6,289,107 $ 1.69 5.7 $ 9,812,645 |
Schedule of Information Related to Stock Options | The following table presents information related to stock options as of September 30, 2022: Schedule of Information Related to Stock Options Options Outstanding Options Exercisable Exercise Price Outstanding Number of Options Weighted Average Remaining Life In Years Exercisable Number of Options $ 1.00 3,338,767 3.3 3,338,767 $ 2.25 61,380 9.7 61,380 $ 2.3 3,668,913 6.5 3,644,468 $ 3.25 2,970,288 8.6 1,213,408 10,039,348 5.5 8,258,023 | |
Summary of Option Pricing Model to Stock Options Granted | In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: Summary of Option Pricing Model to Stock Options Granted For the Three Months Ended For the Nine Months Ended September 30 2022 2021 2022 2021 Fair value of common stock on date of grant n/a $ 3.25 $ 2.27 3.00 $ 3.25 Risk free interest rate n/a 0.89 0.98 1.68 3.01 0.66 0.98 Expected term (years) n/a 5.00 3.53 6.00 5.00 6.00 Expected volatility n/a 120 124 111 119 120 125 Expected dividends n/a 0.00 0.00 0.00 | In applying the Black-Scholes option pricing model to stock options granted, the Company used the following assumptions: Summary of Option Pricing Model to Stock Options Granted For the Years Ended 2021 2020 Fair value of common stock on date of grant $ 3.25 $ 3.25 Risk free interest rate 0.66 1.26 % 0.36 0.38 % Expected term (years) 5.00 6.00 5.00 Expected volatility 118 125 % 122 124 % Expected dividends 0.00 % 0.00 % |
Summary of Warrant Activity | A summary of the warrant activity during the years ended December 31, 2021 and 2020 is presented below: Summary of Warrant Activity Number of Weighted Weighted Aggregate Intrinsic Outstanding, January 1, 2020 2,505,931 $ 1.84 Issued — — Exercised (351,579 ) 1.00 Outstanding, January 1, 2021 2,154,352 1.98 Issued — — Outstanding, December 31, 2021 2,154,352 $ 1.98 1.5 $ 2,732,212 Exercisable, December 31, 2021 1,802,774 $ 2.17 1.8 $ 1,941,161 | |
Summary of Information Related to Stock Warrants | The following table presents information related to stock warrants as of December 31, 2021: Summary of Information Related to Stock Warrants Warrants Outstanding Warrants Exercisable Exercise Outstanding Weighted Exercisable $ 1.00 527,367 0.0 175,789 $ 2.30 1,626,985 2.0 1,626,985 2,154,352 1.8 1,802,774 | |
Equity Option [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Schedule of Information Related to Stock Options | The following table presents information related to stock options as of December 31, 2021: Schedule of Information Related to Stock Options Options Outstanding Options Exercisable Exercise Outstanding Weighted Exercisable $ 1.00 3,338,767 4.1 3,338,767 $ 2.30 3,632,246 7.3 2,421,494 $ 3.25 1,784,166 9.3 528,846 8,755,179 5.7 6,289,107 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2021 | Dec. 31, 2021 | |
Schedule of Provision For Income Taxes | The provision for income taxes consists of the following (benefits) provisions: Schedule of Provision For Income Taxes 2021 2020 For the Years Ended 2021 2020 Deferred tax benefit: Federal $ (1,480,472 ) $ (2,454,779 ) State (763,612 ) (388,462 ) Total (2,244,084 ) (2,843,241 ) Change in valuation allowance 2,244,084 2,843,241 Provision for income taxes $ — $ — | |
Schedule of Provision For Income Taxes Differs From The Federal Statutory Rate | The provision for income taxes differs from the Federal statutory rate as follows: Schedule of Provision For Income Taxes Differs From The Federal Statutory Rate 2021 2020 For the Years Ended 2021 2020 Federal statutory rate 21.0 % 21.0 % State tax rate, net of federal benefit 3.7 % 2.5 % Permanent items (0.9 )% 0.5 % Nondeductible basis difference 0.1 % (1.0 )% Effect of change in state rate 3.9 % 0.0 % Prior period adjustments and other 0.0 % (0.6 )% Change in valuation allowance (27.8 )% (22.4 )% Effective income tax rate 0.0 % 0.0 % | |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following: Schedule of Deferred Tax Assets and Liabilities 2021 2020 As of 2021 2020 Net operating loss carryforwards $ 4,930,055 $ 3,409,822 Stock-based compensation expense 3,220,799 2,096,968 Capitalized research and development costs 2,199,126 2,668,412 Capitalized start-up costs 620,016 644,460 Capitalized licensing costs 735,485 745,555 Derivative liabilities 6,388 55,138 Deferred debt discounts — — Capitalized patents 235,065 143,867 Warrants 239,307 228,297 Contributions carryforward 2,840 2,709 Deferred rent 4,176 4,830 Deferred tax assets 12,193,257 10,000,058 Valuation allowance (12,180,021 ) (9,935,937 ) Deferred tax assets, total 13,236 64,121 Deferred debt discount (6,388 ) (55,138 ) Fixed assets (6,848 ) (8,983 ) Deferred tax liabilities (13,236 ) (64,121 ) Deferred tax assets, net $ — $ — | |
Schedule of Future Minimum Payments Operating Lease Agreement | Future minimum payments under these operating lease agreements are as follows: Schedule of Future Minimum Payments Operating Lease Agreement For the Year Ended December 31, Amount 2022 $ 101,173 2023 104,211 2024 8,705 Total $ 214,089 | |
Larkspur Health Acquisition Corp [Member] | ||
Schedule of Provision For Income Taxes | Below is breakdown of the income tax provision. Schedule of Provision For Income Taxes For the Federal Current $ — Deferred (49,406 ) State and local Current — Deferred — Change in valuation allowance 49,406 Income tax provision $ — | |
Schedule of Provision For Income Taxes Differs From The Federal Statutory Rate | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Schedule of Provision For Income Taxes Differs From The Federal Statutory Rate For the U.S. federal statutory rate 21.0 % Other 0.5 % Valuation allowance (20.5 )% Income tax provision — | |
Schedule of Deferred Tax Assets and Liabilities | The Company’s net deferred tax assets is as follows: Schedule of Deferred Tax Assets and Liabilities For the Deferred tax assets: Net operating losses $ 33,255 Start up costs 16,151 Total deferred tax assets 49,406 Deferred tax assets 49,406 Valuation Allowance (49,406 ) Deferred tax asset, net of allowance $ — Deferred tax assets, total $ — |
Schedule of Outstanding Potenti
Schedule of Outstanding Potentially Dilutive Securities (Details) - shares | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total potentially dilutive shares | 27,661,318 | 14,800,186 | 14,309,718 | 10,644,665 | ||||
Warrant [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total potentially dilutive shares | 8,699,397 | 2,754,352 | 2,154,352 | [1] | 2,154,352 | [1] | ||
Options [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total potentially dilutive shares | 10,039,348 | 8,693,024 | 8,755,179 | 7,196,250 | ||||
Series A Convertible Preferred Stock [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total potentially dilutive shares | 5,945,045 | |||||||
Convertible Notes Payable [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total potentially dilutive shares | 2,977,528 | [2] | 3,352,810 | [2] | 3,400,187 | [3] | 1,294,063 | [3] |
[1]As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 1.94 3.25 3.25 |
Schedule of Outstanding Poten_2
Schedule of Outstanding Potentially Dilutive Securities (Details) (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fair value of common stock | $ 1.94 | $ 3.25 | $ 3.25 | $ 3.25 |
Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Warrants to purchase common shares | 5,945,045 | |||
Inflamacore Llc License Agreement [Member] | Common Stock [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Warrants to purchase common shares | 600,000 | 600,000 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
L&F milestone payment liability | $ 1,501,887 | $ 1,500,000 | $ 1,500,000 |
L&F Note (see Note 4) | (351,579) | (351,579) | (351,579) |
L&F, net | 1,510,308 | 1,148,421 | 1,148,421 |
Payroll accrual | 879,026 | 911,737 | |
Accrued interest | 660,123 | 748,767 | 244,706 |
Deferred rent | 12,077 | 16,913 | 20,502 |
Other | 93 | ||
Total accrued expenses and other current liabilities | $ 2,701,534 | $ 1,914,101 | $ 2,325,459 |
Schedule of Outstanding Convert
Schedule of Outstanding Convertible Promissory Notes (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | |||
Convertible notes payable – current portion | $ 3,936,000 | $ 6,016,000 | $ 2,165,500 |
Deferred debt discount – current portion | 0 | (39,492) | (140,633) |
Total convertible notes payable-current portion, net | 3,936,000 | 5,976,508 | 2,024,867 |
Convertible notes payable – related parties-current portion | 25,000 | 3,175,000 | 25,000 |
Deferred debt discount - current portion | 216,692 | ||
Total convertible notes payable – non-current portion, net | 1,553,808 | ||
Total convertible notes payable, net | 3,961,000 | 9,151,508 | 3,603,675 |
Convertible notes payable – non-current portion | 1,770,500 | ||
Deferred debt discount – non-current portion | $ (216,692) |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jul. 08, 2022 | Jul. 31, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 16, 2022 | Jul. 31, 2022 | May 10, 2022 | Mar. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||||||||
Interest expenses | $ 69,804 | $ 225,887 | $ 379,737 | $ 617,002 | ||||||||
Amortization of debt discount | 3,024 | $ 86,879 | 39,492 | 251,940 | $ 317,833 | $ 288,366 | ||||||
Proceeds from convertible debt | $ 5,230,000 | 5,230,000 | 1,473,000 | |||||||||
Convertible notes payable | $ 3,961,000 | $ 3,961,000 | 9,151,508 | $ 3,603,675 | ||||||||
Series A Preferred Stock [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Convertion of warrants to common stock | 106,616 | 251,798 | 150,832 | |||||||||
2021 Notes [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 5,230,000 | $ 5,230,000 | ||||||||||
Due to related parties | 3,150,000 | |||||||||||
Proceeds from convertible debt | 500,000 | |||||||||||
Accrued interest | $ 428,888 | |||||||||||
2021 Notes [Member] | Series A Preferred Stock [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Convertion of debt into shares | 1,802,193 | |||||||||||
Debt instrument conversion price | $ 3.14 | |||||||||||
Convertion of warrants to common stock | 2,035,571 | |||||||||||
Investors and brokers [Member] | Unsecured convertible promissory notes [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 3,961,000 | $ 228,236 | $ 5,230,000 | |||||||||
Due to related parties | $ 25,000 | |||||||||||
Debt instrument conversion price | $ 3.25 | $ 3.25 | ||||||||||
Debt instrument interest rate | 6% | 8% | 6% | |||||||||
Initial public offering | $ 20,000,000 | |||||||||||
Debt instrument fair value | 373,000 | |||||||||||
Debt instrument change in fair value | $ 64,342 | |||||||||||
Debt instrument equity financing | $ 500,000 | |||||||||||
Convertible notes payable | $ 2,165,500 | |||||||||||
Investors and brokers [Member] | Unsecured convertible promissory notes [Member] | IPO [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Debt instrument interest rate | 80% | |||||||||||
Initial public offering | $ 20,000,000 | |||||||||||
Investors and brokers [Member] | Unsecured convertible promissory notes [Member] | 2020 Issuances [Member ] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | 1,795,500 | $ 141,735 | ||||||||||
Debt instrument fair value | 170,500 | |||||||||||
Debt instrument change in fair value | $ 41,058 | |||||||||||
Investors and brokers [Member] | Unsecured convertible promissory notes [Member] | 2021 Notes [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Principal amount | $ 3,150,000 | |||||||||||
Investors and brokers [Member] | Unsecured convertible promissory notes [Member] | 2022 [Member] | ||||||||||||
Short-Term Debt [Line Items] | ||||||||||||
Convertible notes payable | $ 1,795,500 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Level 3 Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||
Derivative Liability, Beginning | $ 753,100 | $ 772,700 | $ 560,600 | $ 819,307 | $ 796,207 | $ 788,700 | $ 560,600 | $ 788,700 | $ 788,700 | $ 243,483 |
Change in fair value of derivative liabilities | 228,100 | (19,600) | 212,100 | (246,507) | 23,100 | 7,507 | 420,600 | (215,900) | (228,100) | 333,658 |
Derivative Liability, Ending | $ 981,200 | $ 753,100 | $ 772,700 | $ 572,800 | $ 819,307 | $ 796,207 | $ 981,200 | $ 572,800 | 560,600 | 788,700 |
Issuance of derivative liabilities | $ 211,559 |
Schedule of Derivative Liabilit
Schedule of Derivative Liabilities Fair Value Assumption (Details) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Minimum [Member] | ||||
Derivative [Line Items] | ||||
Expected term (years) | 6 days | 1 day | 0 years | 1 month 28 days |
Expected term (years) | 1 month 9 days | |||
Maximum [Member] | ||||
Derivative [Line Items] | ||||
Expected term (years) | 7 days | 1 day | 6 months | 8 months 1 day |
Expected term (years) | 10 months 28 days | |||
Measurement Input, Share Price [Member] | ||||
Derivative [Line Items] | ||||
Expected dividends | 1.94 | 3.25 | 3.25 | 3.25 |
Expected dividends | 3.25 | |||
Measurement Input, Risk Free Interest Rate [Member] | ||||
Derivative [Line Items] | ||||
Expected dividends | 3.33 | |||
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Expected dividends | 0.04 | 0.06 | 0.09 | |
Expected dividends | 0.14 | |||
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Expected dividends | 0.07 | 0.19 | 0.10 | |
Expected dividends | 1.55 | |||
Measurement Input, Price Volatility [Member] | ||||
Derivative [Line Items] | ||||
Expected dividends | 74 | 85 | 75 | 142 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Expected dividends | 130 | |||
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Expected dividends | 142 | |||
Measurement Input, Expected Dividend Rate [Member] | ||||
Derivative [Line Items] | ||||
Expected dividends | 0 | 0 | 0 | 0 |
Expected dividends | 0 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||||
Percentage of qualified offering occurring | 90% | 85% | ||
Percentage of change of control occuring | 0% | 0% | ||
Percentage of renegotiation | 5% | 0% | ||
Percentage of dissolution | 5% | 15% | ||
Minimum [Member] | ||||
Derivative [Line Items] | ||||
Percentage of qualified offering occurring | 85% | 68% | ||
Percentage of change of control occuring | 0% | 1% | ||
Maximum [Member] | ||||
Derivative [Line Items] | ||||
Percentage of qualified offering occurring | 75% | 71% | ||
Percentage of change of control occuring | 5% | 5% | ||
Measurement Input, Discount Rate [Member] | ||||
Derivative [Line Items] | ||||
Discount rate | 25 | 25 | 25 | 25 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Sep. 22, 2022 $ / shares | Aug. 26, 2022 USD ($) | Mar. 07, 2022 USD ($) | Jan. 06, 2022 USD ($) shares | Jan. 06, 2022 USD ($) shares | Dec. 15, 2021 USD ($) | Dec. 15, 2020 USD ($) | Dec. 13, 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, 2021 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Mar. 31, 2022 USD ($) | Feb. 05, 2020 shares | May 01, 2019 ft² | |
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Operating leases, rent expense | $ 42,225 | $ 36,702 | $ 118,519 | $ 110,979 | ||||||||||||||||||||
License agreements up front cash payment | $ 346,321 | $ 200,000 | ||||||||||||||||||||||
Aggregate milestone cash payments | $ 500,000,000,000 | $ 1,500,000,000,000 | $ 1,000,000 | $ 22,500,000 | 21,500,000 | |||||||||||||||||||
License Agreements milestone earned | $ 2,500,000 | |||||||||||||||||||||||
Aggregate common stock shares | shares | 400,000 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | |||||||||||||||||
Aggregate common stock of warrant exercise price share | $ / shares | $ 3.20 | $ 1 | ||||||||||||||||||||||
Fair value of grant date excerisable | $ 815,822 | $ 766,384 | ||||||||||||||||||||||
Fair value of excerisable period | period of five years | |||||||||||||||||||||||
License agreements payable upon commencement | 500,000 | |||||||||||||||||||||||
License agreements payable | 500,000 | |||||||||||||||||||||||
Cash payment exercise price | $ 351,579 | |||||||||||||||||||||||
Aggregate milestone cash payments, 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%. | |||||||||||||||||||||||
Aggregate common stock exercise price share | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||
Number of operating lease square feet | ft² | 3,500 | 3,450 | ||||||||||||||||||||||
Operating lease expense | $ 89,000 | |||||||||||||||||||||||
Percentage of operating lease | 3% | |||||||||||||||||||||||
Base rent lease commitment | $ 497,000 | |||||||||||||||||||||||
Security deposit | 58,323 | $ 46,659 | $ 46,659 | $ 46,659 | $ 46,659 | $ 46,659 | $ 58,324 | |||||||||||||||||
Security deposit refunded | $ 11,665 | |||||||||||||||||||||||
Sublease base rent | 7,475 | |||||||||||||||||||||||
Sublease base rent lease commitment | $ 142,025 | |||||||||||||||||||||||
Operating lease rent expense | $ 148,125 | $ 247,592 | ||||||||||||||||||||||
Research and Development Expense [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Fair value of grant date excerisable | $ 460,000 | $ 306,411 | ||||||||||||||||||||||
Common stock fair value | $ 200,000 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Aggregate common stock shares | shares | 600,000 | 878,947 | ||||||||||||||||||||||
Aggregate common stock of warrant exercise price share | $ / shares | $ 1 | |||||||||||||||||||||||
Fair value of grant date excerisable | 153,324 | |||||||||||||||||||||||
Warrants purchase of common stock | $ 175,789 | $ 351,579 | $ 351,579 | $ 351,578 | ||||||||||||||||||||
Aggregate common stock shares | shares | 1,000,000 | |||||||||||||||||||||||
Aggregate common stock exercise price share | $ / shares | $ 2.30 | |||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Percentage of product sales | 5% | |||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Percentage of product sales | 10% | |||||||||||||||||||||||
Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Warrant term | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||
Percentage of product sales | 20% | |||||||||||||||||||||||
Liability recorded | $ 76,588 | $ 76,588 | $ 76,588 | |||||||||||||||||||||
Proceeds from stock issuance | $ 2,700,000 | $ 2,698,306 | $ 75,000,000 | |||||||||||||||||||||
Shares of forfeiture (in Shares) | shares | 214,460 | |||||||||||||||||||||||
Larkspur Health Acquisition Corp [Member] | Underwriting Agreement [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Number of units additionally purchased (in Shares) | shares | 1,125,000 | 1,125,000 | ||||||||||||||||||||||
Liability recorded | $ 76,588 | $ 0 | $ 0 | $ 76,588 | $ 76,588 | |||||||||||||||||||
Underwriting discount | 500,000 | 500,000 | ||||||||||||||||||||||
Business combination fee | $ 3,375,000 | $ 3,375,000 | ||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Aggregate common stock shares | shares | 923,076 | |||||||||||||||||||||||
Over-Allotment Option [Member] | Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Over-allotment option exercised | shares | 267,159 | |||||||||||||||||||||||
Proceeds from stock issuance | $ 2,700,000 | |||||||||||||||||||||||
Founder Shares [Member] | Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Shares of forfeiture (in Shares) | shares | 214,460 | |||||||||||||||||||||||
Series A Preferred Stock [Member] | Private Placement [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Investment commitments | $ 10,000,000 | $ 10,000,000 | ||||||||||||||||||||||
Business Combination Agreement [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Business combination per share | $ / shares | $ 1.37 | $ 1.37 | ||||||||||||||||||||||
Business Combination Agreement [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Warrant term | 5 years | 5 years | ||||||||||||||||||||||
License Agreement [Member] | L&F Research LLC [Member] | ||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||
Milestone payments | $ 1,500,000 | $ 1,500,000 |
Summary of Stock Options Activi
Summary of Stock Options Activity (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Equity [Abstract] | |
Options Outstanding, Beginning Balance | shares | 8,755,179 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 2 |
Options Granted | shares | 1,284,169 |
Weighted Average Exercise Price, Granted | $ / shares | $ 3.18 |
Options Outstanding, Ending Balance | shares | 10,039,348 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 2.15 |
Weighted average remaining life in years, outstanding | 6 years 1 month 6 days |
Aggregate intrinsic value, outstanding | $ | $ 3,138,441 |
Options Exercisable, Ending Balance | shares | 8,258,023 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 1.91 |
Weighted average remaining life in years, exercisable | 5 years 6 months |
Aggregate intrinsic value, exercisable | $ | $ 3,138,441 |
Schedule of Information Related
Schedule of Information Related to Stock Options (Details) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Offsetting Assets [Line Items] | ||||
Weighted Average Exercise Price | $ 2.15 | $ 2 | ||
Number of Options | 10,039,348 | 8,755,179 | ||
Options exercisable, weighted average remaining life in years | 5 years 6 months | |||
Number of Options, exercisable | 8,258,023 | |||
Weighted Average Exercise Price, Beginning Balance | $ 2 | |||
Equity Option [Member] | ||||
Offsetting Assets [Line Items] | ||||
Weighted Average Exercise Price | $ 2 | $ 1.72 | $ 1.68 | |
Number of Options | 8,755,179 | 7,196,250 | 7,022,680 | |
Number of Options, exercisable | 6,289,107 | |||
Stock option outstanding weighted average remaining contractual life | 6 years 4 months 24 days | |||
Weighted Average Exercise Price, Beginning Balance | 2 | $ 1.72 | ||
Stock option outstanding weighted average remaining contractual life, Exercisable | 5 years 8 months 12 days | |||
Equity Option [Member] | Exercise Price Range One [Member] | ||||
Offsetting Assets [Line Items] | ||||
Weighted Average Exercise Price | $ 1 | |||
Number of Options | 3,338,767 | |||
Number of Options, exercisable | 3,338,767 | |||
Stock option outstanding weighted average remaining contractual life | 4 years 1 month 6 days | |||
Weighted Average Exercise Price, Beginning Balance | 1 | |||
Equity Option [Member] | Exercise Price Range Two [Member] | ||||
Offsetting Assets [Line Items] | ||||
Weighted Average Exercise Price | $ 2.30 | |||
Number of Options | 3,632,246 | |||
Number of Options, exercisable | 2,421,494 | |||
Stock option outstanding weighted average remaining contractual life | 7 years 3 months 18 days | |||
Weighted Average Exercise Price, Beginning Balance | 2.30 | |||
Equity Option [Member] | Exercise Price Range Three [Member] | ||||
Offsetting Assets [Line Items] | ||||
Weighted Average Exercise Price | $ 3.25 | |||
Number of Options | 1,784,166 | |||
Number of Options, exercisable | 528,846 | |||
Stock option outstanding weighted average remaining contractual life | 9 years 3 months 18 days | |||
Weighted Average Exercise Price, Beginning Balance | $ 3.25 | |||
Stock Option One [Member] | ||||
Offsetting Assets [Line Items] | ||||
Weighted Average Exercise Price | $ 1 | |||
Number of Options | 3,338,767 | |||
Options exercisable, weighted average remaining life in years | 3 years 3 months 18 days | |||
Number of Options, exercisable | 3,338,767 | |||
Stock Option Two [Member] | ||||
Offsetting Assets [Line Items] | ||||
Weighted Average Exercise Price | $ 2.25 | |||
Number of Options | 61,380 | |||
Options exercisable, weighted average remaining life in years | 9 years 8 months 12 days | |||
Number of Options, exercisable | 61,380 | |||
Stock Option Three [Member] | ||||
Offsetting Assets [Line Items] | ||||
Weighted Average Exercise Price | $ 2.3 | |||
Number of Options | 3,668,913 | |||
Options exercisable, weighted average remaining life in years | 6 years 6 months | |||
Number of Options, exercisable | 3,644,468 | |||
Stock Option Four [Member] | ||||
Offsetting Assets [Line Items] | ||||
Weighted Average Exercise Price | $ 3.25 | |||
Number of Options | 2,970,288 | |||
Options exercisable, weighted average remaining life in years | 8 years 7 months 6 days | |||
Number of Options, exercisable | 1,213,408 | |||
Equity Option [Member] | ||||
Offsetting Assets [Line Items] | ||||
Number of Options | 10,039,348 | |||
Options exercisable, weighted average remaining life in years | 5 years 6 months | |||
Number of Options, exercisable | 8,258,023 |
Summary of Option Pricing Model
Summary of Option Pricing Model to Stock Options Granted (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair value of common stock on date of grant | $ 3.25 | $ 3.25 | $ 3.25 | $ 3.25 | |
Risk free interest rate, minimum | 0.89% | 1.68% | 0.66% | 0.66% | 0.36% |
Risk free interest rate, maximum | 0.98% | 3.01% | 0.98% | 1.26% | 0.38% |
Expected term (years) | 5 years | 5 years | |||
Expected volatility, minimum | 120% | 111% | 120% | 118% | 122% |
Expected volatility, maximum | 124% | 119% | 125% | 125% | 124% |
Expected dividends | 0% | 0% | 0% | 0% | 0% |
Minimum [Member] | |||||
Fair value of common stock on date of grant | $ 2.27 | ||||
Expected term (years) | 3 years 6 months 10 days | 5 years | 5 years | ||
Maximum [Member] | |||||
Fair value of common stock on date of grant | $ 3 | ||||
Expected term (years) | 6 years | 6 years | 6 years |
Stockholders_ Deficiency (Detai
Stockholders’ Deficiency (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Sep. 22, 2022 | Sep. 16, 2022 | Jul. 08, 2022 | Jun. 30, 2022 | May 10, 2022 | Apr. 15, 2022 | Mar. 31, 2022 | Mar. 08, 2022 | Feb. 03, 2022 | Jan. 28, 2022 | Dec. 23, 2021 | Dec. 15, 2020 | Dec. 13, 2020 | Feb. 05, 2020 | Dec. 15, 2015 | Dec. 31, 2021 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 18, 2019 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Escrow | $ 26,019 | $ 26,019 | ||||||||||||||||||||||||
Placement agent fees | $ 16,000 | $ 21,200 | $ 26,019 | $ 26,019 | ||||||||||||||||||||||
Aggregate common stock of warrant exercise price share | $ 3.20 | $ 1 | ||||||||||||||||||||||||
Warrant exercise price, decrease | 1.37 | |||||||||||||||||||||||||
Stock options vesting period | three years | three years | ||||||||||||||||||||||||
Stock option exercise price per share | $ 3.25 | $ 3.25 | $ 3.25 | $ 3.25 | ||||||||||||||||||||||
Share based compensation expenses | $ 494,022 | $ 1,398,469 | $ 3,131,708 | $ 3,319,916 | $ 4,141,736 | $ 3,677,453 | ||||||||||||||||||||
Unrecognized stock-based compensation expense | $ 3,451,070 | $ 3,451,070 | ||||||||||||||||||||||||
weighted average period | 1 year 10 months 24 days | |||||||||||||||||||||||||
Contractual term description | $ 85,000,000 | |||||||||||||||||||||||||
Contractual term description | The options granted during the nine months ended September 30, 2022 had a contractual term between seven and ten years and a requisite service period of zero to three years. | The options granted during the nine months ended September 30, 2021 had a contractual term of ten years and a requisite service period of zero to three years. | ||||||||||||||||||||||||
Weighted average estimated grant date fair value of the stock options granted | $ 2.71 | $ 2.48 | $ 2.82 | |||||||||||||||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | ||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||
Common stock, shares issued | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 400,000 | |||||||||||||||||||
Common stock purchase price per share | $ 3.25 | |||||||||||||||||||||||||
Common stock gross proceeds | $ 3,000,000 | |||||||||||||||||||||||||
Additional paid in capital | $ 40,065,109 | $ 50,208,183 | $ 50,208,183 | $ 40,065,109 | $ 40,065,109 | $ 35,923,373 | ||||||||||||||||||||
Unrecognized share based compensation expenses | $ 3,075,292 | |||||||||||||||||||||||||
Unrecognized share based compensation weighted average period | 1 year 9 months 18 days | |||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 2,253,056 | 2,253,056 | 0 | 0 | 0 | ||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 2,253,056 | 2,253,056 | 0 | 0 | 0 | ||||||||||||||||||||
Common stock, shares outstanding | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | ||||||||||||||||||||
Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Proceeds from related party debt | $ 9,410 | |||||||||||||||||||||||||
Public warrants price | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Share price, per share | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||||
Additional paid in capital | $ 22 | $ 22 | ||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||
Common stock shares outstanding in percentage | 20% | 20% | 20% | 20% | 20% | |||||||||||||||||||||
Public warrants expire term | 5 years | 5 years | 5 years | 5 years | 5 years | |||||||||||||||||||||
Common share threshold price for redemption of warrants | $ 18 | $ 18 | $ 18 | $ 18 | $ 18 | |||||||||||||||||||||
Equity Option [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock option to purchase | 15,000 | |||||||||||||||||||||||||
Weighted average estimated grant date fair value of the stock options granted | 2.81 | $ 2.87 | ||||||||||||||||||||||||
Put Option [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants purchase of common stock | $ 331,331 | |||||||||||||||||||||||||
Share price, per share | $ 1 | |||||||||||||||||||||||||
Additional paid in capital | $ 331 | |||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Common stock, shares issued | 923,076 | |||||||||||||||||||||||||
Private Placement [Member] | Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock sold | 317,600 | 317,600 | 317,600 | |||||||||||||||||||||||
Share price, per share | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||||||||||
Two Thousand Fourteen Equity Incentive Plan [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||
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, but in no event shall any such annual increase exceed 100,000 shares of common stock. | |||||||||||||||||||||||||
Common stock future issuance | 1,068,154 | 1,068,154 | 1,068,154 | |||||||||||||||||||||||
Research and Development Expense [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share based compensation expenses | $ 67,608 | $ 240,735 | $ 619,364 | $ 711,020 | $ 944,525 | $ 1,277,273 | ||||||||||||||||||||
General and Administrative Expense [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Share based compensation expenses | $ 426,414 | $ 1,157,734 | $ 2,512,344 | $ 2,608,896 | $ 3,197,211 | $ 2,400,180 | ||||||||||||||||||||
2014 Plan [Member] | Employees And Board [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock option to purchase | 920,000 | 920,000 | ||||||||||||||||||||||||
2014 Plan [Member] | Consultants [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock option to purchase | 91,380 | 91,380 | 111,122 | 111,122 | ||||||||||||||||||||||
2014 Plan [Member] | Former Board Member [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock option to purchase | 161,667 | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Public warrants price | $ 3.20 | |||||||||||||||||||||||||
Warrants expiration description | expire in five years (the “Series A Warrants”) or upon an earlier change of control that doesn’t meet the definition of a Public Transaction | |||||||||||||||||||||||||
Aggregate common stock of warrant exercise price share | $ 1 | |||||||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 2.30 | |||||||||||||||||||||||||
Common stock, shares issued | 878,947 | 600,000 | ||||||||||||||||||||||||
Warrants purchase of common stock | $ 175,789 | $ 351,579 | $ 351,579 | $ 351,578 | ||||||||||||||||||||||
Aggregate exercise price of warrants | $ 351,579 | |||||||||||||||||||||||||
Common Stock One [Member] | 2014 Plan [Member] | Consultants [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock option to purchase | 30,000 | 30,000 | ||||||||||||||||||||||||
Stock option exercise price per share | $ 3.25 | $ 3.25 | ||||||||||||||||||||||||
Common Stock One [Member] | 2014 Plan [Member] | Former Board Member [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock option to purchase | 36,667 | |||||||||||||||||||||||||
Stock option exercise price per share | $ 2.30 | |||||||||||||||||||||||||
Stock option to purchase | 7 years 1 month 6 days | |||||||||||||||||||||||||
Common Stock Two [Member] | 2014 Plan [Member] | Consultants [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock option to purchase | 61,380 | 61,380 | ||||||||||||||||||||||||
Stock option exercise price per share | $ 2.25 | $ 2.25 | ||||||||||||||||||||||||
Common Stock Two [Member] | 2014 Plan [Member] | Former Board Member [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock option to purchase | 125,000 | |||||||||||||||||||||||||
Stock option exercise price per share | $ 3.25 | |||||||||||||||||||||||||
Stock option to purchase | 8 years 10 months 24 days | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Gross proceeds | $ 700,000 | $ 296,400 | $ 419,320 | |||||||||||||||||||||||
Net proceeds | 393,301 | |||||||||||||||||||||||||
Proceeds from related party debt | $ 100,000 | |||||||||||||||||||||||||
Stock conversion price per share | $ 3.14 | $ 3.14 | ||||||||||||||||||||||||
Preferred stock conversion price per share | 2.78 | $ 3.14 | ||||||||||||||||||||||||
Preferred stock conversion price per share | $ 1.19 | $ 2.78 | ||||||||||||||||||||||||
Warrants exercisable share | 251,798 | 106,616 | 150,832 | |||||||||||||||||||||||
Incremental value of deemed dividend | $ 9,684,637 | $ 331,200 | ||||||||||||||||||||||||
Series A Preferred Stock [Member] | Investor [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock sold | 222,929 | 94,393 | 133,541 | 133,541 | ||||||||||||||||||||||
Preferred stock price per share | $ 3.14 | $ 3.14 | $ 3.14 | $ 3.14 | ||||||||||||||||||||||
Net proceeds | $ 392,301 | |||||||||||||||||||||||||
Series A Warrants [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants exercisable share | 2,544,817 | |||||||||||||||||||||||||
Series A Warrants [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrants exercisable share | 5,945,045 | |||||||||||||||||||||||||
Common Class A [Member] | Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | |||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Common stock, shares issued | 317,600 | 320,272 | 320,272 | 317,600 | 317,600 | |||||||||||||||||||||
Share price, per share | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||||||||||||||
Voting rights, description | Holders of Class A common stock are entitled to one vote for each share | Holders of Class A common stock are entitled to one vote for each share. | ||||||||||||||||||||||||
Common stock, shares outstanding | 317,600 | 320,272 | 320,272 | 317,600 | 317,600 | |||||||||||||||||||||
Common stock subject to possible redemption | 7,500,000 | 7,767,159 | 7,767,159 | 7,500,000 | 7,500,000 | |||||||||||||||||||||
Common Class B [Member] | Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 | |||||||||||||||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||
Common stock, shares issued | 2,156,250 | 1,941,790 | 1,941,790 | 2,156,250 | 2,156,250 | |||||||||||||||||||||
Voting rights, description | Holders of Class B common stock are entitled to one vote for each share | Holders of Class B common stock are entitled to one vote for each share. | ||||||||||||||||||||||||
Common stock, shares outstanding | 2,156,250 | 1,941,790 | 1,941,790 | 2,156,250 | 2,156,250 |
Schedule Of Anti-dilutive Secur
Schedule Of Anti-dilutive Securities Excluded From Calculation Of Diluted Net Loss Per Share (Details) - shares | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total potentially dilutive shares | 27,661,318 | 14,800,186 | 14,309,718 | 10,644,665 | ||||
Warrant [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total potentially dilutive shares | 8,699,397 | 2,754,352 | 2,154,352 | [1] | 2,154,352 | [1] | ||
Options [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total potentially dilutive shares | 10,039,348 | 8,693,024 | 8,755,179 | 7,196,250 | ||||
Convertible Notes Payable [Member] | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||||
Total potentially dilutive shares | 2,977,528 | [2] | 3,352,810 | [2] | 3,400,187 | [3] | 1,294,063 | [3] |
[1]As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 1.94 3.25 3.25 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 06, 2022 | Sep. 16, 2022 | Jul. 08, 2022 | Mar. 31, 2022 | Jan. 06, 2022 | Jan. 06, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 16, 2022 | May 10, 2022 | Dec. 23, 2021 | |
Subsequent Event [Line Items] | ||||||||||||||||||
Placement agent fees | $ 16,000 | $ 21,200 | $ 26,019 | $ 26,019 | ||||||||||||||
Stock option exercise price per share | $ 3.25 | $ 3.25 | ||||||||||||||||
Gross proceeds (in Dollars) | $ 1,415,720 | $ 3,000,000 | ||||||||||||||||
Estimated useful life | 5 years | |||||||||||||||||
Equipment | $ 52,000 | $ 52,000 | 52,000 | |||||||||||||||
Accumulated depreciation | 24,267 | 13,867 | ||||||||||||||||
Depreciation | 7,800 | $ 7,800 | $ 10,400 | $ 10,400 | ||||||||||||||
Statutory tax rate | 21% | 21% | ||||||||||||||||
Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Gross proceeds (in Dollars) | 3,176,000 | |||||||||||||||||
Forfeiture of shares | 214,460 | |||||||||||||||||
Investments held in the Trust Account | $ 78,911,942 | 78,911,942 | 75,750,000 | $ 75,750,000 | ||||||||||||||
Offering costs | 593,778 | 593,778 | 593,778 | 593,778 | ||||||||||||||
Underwriter discount | 500,000 | 500,000 | ||||||||||||||||
Deferred fee payable | $ 3,375,000 | $ 3,375,000 | $ 3,375,000 | 3,375,000 | $ 3,375,000 | |||||||||||||
Income tax rate reconciliation | 7.50% | 0% | 0% | 2.70% | ||||||||||||||
Statutory tax rate | 0% | 0% | 0% | 0% | 21% | |||||||||||||
Excise tax rate | 1% | |||||||||||||||||
Corporate alternative minimum tax | 15% | |||||||||||||||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | ||||||||||||||||
Common stock subject to possible redemption | $ 78,556,033 | 78,556,033 | 75,750,000 | 75,750,000 | ||||||||||||||
Remeasurement adjustment to redemption value | 107,727 | |||||||||||||||||
Liability | $ 76,588 | $ 76,588 | ||||||||||||||||
Larkspur Health Acquisition Corp [Member] | Over-Allotment Option [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option, shares | 267,159 | |||||||||||||||||
Proceeds from the partial exercise | 2,698,306 | |||||||||||||||||
Two Thousand Fourteen Equity Incentive Plan [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Aggregate common stock shares | 109,142 | 109,142 | 920,000 | 920,000 | ||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Placement agent fees | $ 2,000 | |||||||||||||||||
Subsequent Event [Member] | Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Issuance of shares upon partial exercise of over allotment option, shares | 267,159 | |||||||||||||||||
Private place units issued | 26,716 | |||||||||||||||||
Gross proceeds (in Dollars) | $ 2,900,000 | |||||||||||||||||
Forfeiture of shares | 214,460 | |||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Preferred stock sold | $ 700,000 | $ 296,400 | $ 419,320 | |||||||||||||||
Warrants to purchase common shares | 251,798 | 106,616 | 150,832 | |||||||||||||||
Net proceeds from related party | $ 393,301 | |||||||||||||||||
Series A Preferred Stock [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Warrants to purchase common shares | 461,179 | |||||||||||||||||
Series A Preferred Stock [Member] | Investor [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares sold | 222,929 | 94,393 | 133,541 | 133,541 | ||||||||||||||
Share price | $ 3.14 | $ 3.14 | $ 3.14 | $ 3.14 | ||||||||||||||
Net proceeds from related party | $ 392,301 | |||||||||||||||||
Series A Preferred Stock [Member] | Investor [Member] | Subsequent Event [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Shares sold | 174,776 | |||||||||||||||||
Share price | $ 3.14 | |||||||||||||||||
Preferred stock sold | $ 548,805 | |||||||||||||||||
Series A Preferred Stock [Member] | Related Party [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Net proceeds from related party | $ 100,000 | |||||||||||||||||
Common Class A [Member] | Larkspur Health Acquisition Corp [Member] | ||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||
Common stock subject to possible redemption | $ 2,806,033 | $ 2,806,033 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | Dec. 15, 2025 | Dec. 13, 2025 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 13, 2020 |
Short-Term Debt [Line Items] | ||||||
Common stock par value (in Dollars per share) | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||
L&F Research LLC [Member] | ||||||
Short-Term Debt [Line Items] | ||||||
Debt instrument face amount | $ 351,579 | |||||
Debt instrument interest rate | 100% | 1.17% | ||||
Debt instrument milestone payment | $ 500,000 | |||||
Common stock par value (in Dollars per share) | $ 1 | |||||
Administrative fee | $ 6,000 |
Note Payable (Details Narrative
Note Payable (Details Narrative) | Apr. 22, 2020 USD ($) |
Note Payable | |
Cash proceeds for loan amount | $ 213,481 |
Ppp loan percentage | 1% |
Schedule of Provision For Incom
Schedule of Provision For Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred | $ (1,480,472) | $ (2,454,779) | |||||
Deferred | (763,612) | (388,462) | |||||
Total | (2,244,084) | (2,843,241) | |||||
Change in valuation allowance | 2,244,084 | 2,843,241 | |||||
Income tax provision | |||||||
Larkspur Health Acquisition Corp [Member] | |||||||
Deferred | $ (49,406) | ||||||
Deferred | |||||||
Income tax provision | $ 47,551 | $ 47,551 | |||||
Federal | |||||||
Current | |||||||
State and local | |||||||
Current | |||||||
Change in valuation allowance | $ 49,406 |
Schedule of Provision For Inc_2
Schedule of Provision For Income Taxes Differs From The Federal Statutory Rate (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
U.S. federal statutory rate | 21% | 21% | |||||
State tax rate, net of federal benefit | 3.70% | 2.50% | |||||
Permanent items | (0.90%) | 0.50% | |||||
Nondeductible basis difference | 0.10% | (1.00%) | |||||
Effect of change in state rate | 3.90% | 0% | |||||
Prior period adjustments and other | 0% | (0.60%) | |||||
Valuation allowance | (27.80%) | (22.40%) | |||||
Income tax provision | 0% | 0% | |||||
Larkspur Health Acquisition Corp [Member] | |||||||
U.S. federal statutory rate | 0% | 0% | 0% | 0% | 21% | ||
Valuation allowance | (20.50%) | ||||||
Income tax provision | |||||||
Other | 0.50% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Net operating losses | $ 4,930,055 | $ 3,409,822 |
Stock-based compensation expense | 3,220,799 | 2,096,968 |
Capitalized research and development costs | 2,199,126 | 2,668,412 |
Start up costs | 620,016 | 644,460 |
Capitalized licensing costs | 735,485 | 745,555 |
Derivative liabilities | 6,388 | 55,138 |
Deferred debt discounts | ||
Capitalized patents | 235,065 | 143,867 |
Warrants | 239,307 | 228,297 |
Contributions carryforward | 2,840 | 2,709 |
Deferred rent | 4,176 | 4,830 |
Deferred tax assets | 12,193,257 | 10,000,058 |
Valuation Allowance | (12,180,021) | (9,935,937) |
Deferred tax assets, total | 13,236 | 64,121 |
Deferred debt discount | (6,388) | (55,138) |
Fixed assets | (6,848) | (8,983) |
Deferred tax liabilities | (13,236) | (64,121) |
Deferred tax assets, net | ||
Larkspur Health Acquisition Corp [Member] | ||
Net operating losses | 33,255 | |
Start up costs | 16,151 | |
Deferred tax assets | 49,406 | |
Valuation Allowance | (49,406) | |
Deferred tax assets, total |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Operating Lease Agreement (Details) | Dec. 31, 2021 USD ($) |
Income Tax Disclosure [Abstract] | |
2022 | $ 101,173 |
2023 | 104,211 |
2024 | 8,705 |
Total | $ 214,089 |
Summary of Stock Option Activit
Summary of Stock Option Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Options Outstanding, Beginning Balance | 8,755,179 | ||
Weighted Average Exercise Price, Beginning Balance | $ 2 | ||
Number of Options, Granted | 1,284,169 | ||
Weighted Average Exercise Price, Granted | $ 3.18 | ||
Options Outstanding, Ending Balance | 10,039,348 | 8,755,179 | |
Weighted Average Exercise Price, Ending Balance | $ 2.15 | $ 2 | |
Number of Options, exercisable at end of period | 8,258,023 | ||
Weighted Average Exercise Price, Options exercisable at end of period | $ 1.91 | ||
Equity Option [Member] | |||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||
Options Outstanding, Beginning Balance | 8,755,179 | 7,196,250 | 7,022,680 |
Weighted Average Exercise Price, Beginning Balance | $ 2 | $ 1.72 | $ 1.68 |
Number of Options, Granted | 1,720,596 | 188,570 | |
Weighted Average Exercise Price, Granted | $ 3.25 | $ 3.25 | |
Number of Options, Exercised | (15,000) | ||
Weighted Average Exercise Price, Exercised | $ 1 | ||
Number of Options, Forfeited | (161,667) | ||
Weighted Average Exercise Price, Forfeited | $ 3.03 | ||
Options Outstanding, Ending Balance | 8,755,179 | 7,196,250 | |
Weighted Average Exercise Price, Ending Balance | $ 2 | $ 1.72 | |
Stock option outstanding weighted average remaining contractual life | 6 years 4 months 24 days | ||
Aggregate intrinsic value, outstanding | $ 10,962,859 | ||
Number of Options, exercisable at end of period | 6,289,107 | ||
Weighted Average Exercise Price, Options exercisable at end of period | $ 1.69 | ||
Stock option outstanding weighted average remaining contractual life, Exercisable | 5 years 8 months 12 days | ||
Aggregate intrinsic value. exercisable | $ 9,812,645 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of common warrants outstanding beginning balance | 2,154,352 | 2,505,931 |
Number of common warrants issued | ||
Number of common warrants exercised | (351,579) | |
Number of common warrants outstanding ending balance | 2,154,352 | 2,154,352 |
Number of common warrants exercisable | 1,802,774 | |
Warrant [Member] | ||
Weighted average exercise price outstanding beginning balance | $ 1.98 | $ 1.84 |
Weighted average exercise price warrants issued | ||
Weighted average exercise price warrants exercised | 1 | |
Number of common warrants outstanding ending balance | 2,154,352 | |
Weighted average exercise price outstanding ending balance | $ 1.98 | $ 1.98 |
Stock option outstanding weighted average remaining contractual life | 1 year 6 months | |
Aggregate intrinsic value, outstanding | $ 2,732,212 | |
Number of common warrants exercisable | 1,802,774 | |
Weighted average exercise price warrants exercisable | $ 2.17 | |
Stock option outstanding weighted average remaining contractual life, Exercisable | 1 year 9 months 18 days | |
Aggregate intrinsic value. exercisable | $ 1,941,161 |
Summary of Information Related
Summary of Information Related to Stock Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of common warrants outstanding | 2,154,352 | 2,154,352 | 2,505,931 |
Number of common warrants exercisable | 1,802,774 | ||
Warrant [Member] | |||
Weighted average exercise price outstanding | $ 1.98 | $ 1.98 | $ 1.84 |
Number of common warrants outstanding | 2,154,352 | ||
Stock option outstanding weighted average remaining contractual life, Exercisable | 1 year 9 months 18 days | ||
Number of common warrants exercisable | 1,802,774 | ||
Warrant [Member] | Exercise Price Range One [Member] | |||
Weighted average exercise price outstanding | $ 1 | ||
Number of common warrants outstanding | 527,367 | ||
Stock option outstanding weighted average remaining contractual life, Exercisable | 0 years | ||
Number of common warrants exercisable | 175,789 | ||
Warrant [Member] | Exercise Price Range Two [Member] | |||
Weighted average exercise price outstanding | $ 2.30 | ||
Number of common warrants outstanding | 1,626,985 | ||
Stock option outstanding weighted average remaining contractual life, Exercisable | 2 years | ||
Number of common warrants exercisable | 1,626,985 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net operating loss carry forwards, federal | $ 20,446,000 | $ 20,446,000 | $ 14,290,000 | ||||
Net operating loss carry forwards, state | 14,644,000 | 14,644,000 | 9,412,000 | ||||
Valuation allowance | $ 2,244,084 | $ 2,843,241 | |||||
Statutory tax rate | 21% | 21% | |||||
Larkspur Health Acquisition Corp [Member] | |||||||
Federal and state operating loss carryovers | 158,358 | $ 158,358 | |||||
Change in the valuation allowance | $ 49,406 | ||||||
Statutory tax rate | 0% | 0% | 0% | 0% | 21% |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Loss Per Common Share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Denominator: | |||||||||
Basic and diluted weighted average shares outstanding | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 24,167,257 | 23,636,577 | |||
Basic and diluted net loss per common share | $ (0.55) | $ (0.08) | $ (0.81) | $ (0.25) | $ (0.33) | $ (0.54) | |||
Larkspur Health Acquisition Corp [Member] | Common Class A [Member] | |||||||||
Numerator: | |||||||||
Allocation of net loss | $ (547,607) | $ (1,444,749) | |||||||
Denominator: | |||||||||
Basic and diluted weighted average shares outstanding | 8,087,431 | 8,082,471 | 216,404 | ||||||
Basic and diluted net loss per common share | $ (0.07) | $ (0.18) | $ (0.12) | ||||||
Allocation of net loss, as adjusted | $ (24,906) | ||||||||
Basic and diluted net loss per common share | $ (0.12) | ||||||||
Larkspur Health Acquisition Corp [Member] | Common Class B [Member] | |||||||||
Numerator: | |||||||||
Allocation of net loss | $ (131,480) | $ (347,983) | |||||||
Denominator: | |||||||||
Basic and diluted weighted average shares outstanding | 1,941,790 | 1,875,000 | 1,875,000 | 1,940,562 | 1,875,000 | [1] | |||
Basic and diluted net loss per common share | $ (0.07) | $ 0 | $ 0 | $ (0.18) | $ (0.12) | ||||
Allocation of net loss, as adjusted | $ (215,794) | ||||||||
Basic and diluted net loss per common share | $ (0.12) | ||||||||
[1]Excludes an aggregate of up to 281,250 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Measured at Fair Value (Details) - Larkspur Health Acquisition Corp [Member] - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Investments held in Trust Account | $ 78,911,942 | $ 75,750,000 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Investments held in Trust Account | $ 78,911,942 | $ 75,750,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Jan. 06, 2022 | Dec. 23, 2021 | Dec. 23, 2021 | Mar. 31, 2021 | [1] | Dec. 15, 2015 | Dec. 23, 2021 | Nov. 18, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 20, 2022 | May 07, 2021 | ||
Related Party Transaction [Line Items] | |||||||||||||||||
Broker fees | $ 50,000 | $ 118,240 | |||||||||||||||
Management fees | $ 3,150,000 | $ 25,000 | |||||||||||||||
Share price per unit (in Dollars per share) | $ 1.94 | $ 3.25 | $ 1.94 | $ 3.25 | $ 3.25 | $ 3.25 | |||||||||||
Tangible assets net | $ 19,933 | $ 19,933 | $ 27,733 | $ 27,733 | $ 38,133 | ||||||||||||
Maximum [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Issued and outstanding percentage of common stock | 10% | ||||||||||||||||
Larkspur Health Acquisition Corp [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Number of shares received by sponsor's investors | 2,156,250 | ||||||||||||||||
Fair value of purchase price | $ 2,179,470 | ||||||||||||||||
Issued and outstanding percentage of common stock | 20% | ||||||||||||||||
Underwriters partially exercised units (in Shares) | 267,159 | ||||||||||||||||
Gross proceeds | $ 2,700,000 | $ 2,698,306 | $ 75,000,000 | ||||||||||||||
Warrant expire date | Feb. 06, 2022 | ||||||||||||||||
Forfeiture of founders shares (in Shares) | 214,460 | ||||||||||||||||
Founder shares stock split description | The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property | The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||||||||||||
Total cost incurred | 5,250 | $ 5,250 | $ 15,000 | ||||||||||||||
Accounting services, description | There is no amount outstanding as of September 30, 2022 or December 31, 2021 | There is no amount outstanding as of December 31, 2021. | |||||||||||||||
Gross proceeds | $ 667 | $ 667 | [2] | ||||||||||||||
Transaction costs | $ 6,639,594 | $ 6,639,594 | |||||||||||||||
Expense related to distribution or servicing and underwriting fees | 500,000 | $ 500,000 | |||||||||||||||
Combination fee payable | 3,375,000 | 3,375,000 | 3,375,000 | 3,375,000 | $ 3,375,000 | $ 3,375,000 | 3,375,000 | ||||||||||
Purchase price | 2,179,470 | 2,179,470 | |||||||||||||||
Sponsor investors | 593,778 | 593,778 | |||||||||||||||
Business combination | 3,375,000 | 3,375,000 | |||||||||||||||
Gross proceeds | $ 2,700,000 | ||||||||||||||||
Expired date | Feb. 06, 2022 | ||||||||||||||||
Aggregate amount | $ 10,000,000 | ||||||||||||||||
Assets held-in-trust account in percentage | 80% | 80% | |||||||||||||||
Shares issue (in Dollars per share) | $ 10.10 | $ 10.10 | |||||||||||||||
Tax payable in per share (in Dollars per share) | $ 10.10 | $ 10.10 | |||||||||||||||
Aggregate shares in percentage | 15% | 15% | |||||||||||||||
Interest expense payable | $ 100,000 | $ 100,000 | $ 100,000 | 100,000 | $ 100,000 | ||||||||||||
Price per unit (in Dollars per share) | $ 10 | $ 10 | |||||||||||||||
Trust agreement in description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”) | In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.10 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.10 per public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |||||||||||||||
Going concern | 1 year | 1 year | |||||||||||||||
Larkspur Health Acquisition Corp [Member] | Maximum [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Tangible assets net | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | |||||||||||||
Larkspur Health Acquisition Corp [Member] | Business Combination [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Business combination term | 12 months | ||||||||||||||||
Public shares, percentage | 100% | 100% | 100% | 100% | |||||||||||||
Larkspur Health Acquisition Corp [Member] | Larkspur Health Acquisition Corp [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Outstanding vote percentage | 50% | 50% | 50% | 50% | |||||||||||||
Larkspur Health Acquisition Corp [Member] | IPO [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Shares issued for initial public offering | 7,500,000 | 7,500,000 | |||||||||||||||
Gross proceeds | $ 75,000,000 | $ 75,000,000 | |||||||||||||||
Sale of stock | 7,500,000 | 7,500,000 | |||||||||||||||
Share price per unit (in Dollars per share) | $ 10.10 | $ 10.10 | $ 10.10 | ||||||||||||||
Net proceeds | $ 75,750,000 | $ 75,750,000 | |||||||||||||||
Larkspur Health Acquisition Corp [Member] | Private Placement [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Sale of stock | 317,600 | 317,600 | 317,600 | ||||||||||||||
Share price per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||
Larkspur Health Acquisition Corp [Member] | Chief Executive Officer [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Consulting services | $ 0 | ||||||||||||||||
Larkspur Health Acquisition Corp [Member] | Commercial Paper [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Aggregate principal amount of promissory note | $ 750,000 | ||||||||||||||||
Larkspur Health Acquisition Corp [Member] | Larkspur Health LLC [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Number of shares received by sponsor's investors | 231,423 | ||||||||||||||||
Larkspur Health Acquisition Corp [Member] | Representative [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Number of shares received by sponsor's investors | 110,723 | ||||||||||||||||
Larkspur Health Acquisition Corp [Member] | Common Class B [Member] | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Fair value of purchase price | $ 25,000 | ||||||||||||||||
Shares subject to forfeiture | 281,250 | 281,250 | |||||||||||||||
[1]Includes an aggregate of up to 281,250 281,250 |
Inital Public Offering (Details
Inital Public Offering (Details Narrative) - Larkspur Health Acquisition Corp [Member] - USD ($) | 6 Months Ended | 9 Months Ended | |||
Jan. 06, 2022 | Dec. 23, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Price per unit | $ 10 | ||||
Underwriters partially exercised units | 267,159 | ||||
Sales of units in public offering | $ 2,700,000 | $ 2,698,306 | $ 75,000,000 | ||
Warrant expire date | Feb. 06, 2022 | ||||
Shares of forfeiture (in Shares) | 214,460 | ||||
Initial public offering, description | Each Unit consists of one share of Class A common stock and three-fourths of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | ||||
Common Class A [Member] | |||||
Price per unit | $ 11.50 | $ 11.50 | |||
IPO [Member] | |||||
Preferred stock sold | 7,500,000 | 7,500,000 | |||
Private Placement [Member] | |||||
Preferred stock sold | 317,600 | 317,600 | 317,600 | ||
Price per unit | $ 10 | $ 10 |
Private Placements (Details Nar
Private Placements (Details Narrative) - Larkspur Health Acquisition Corp [Member] - USD ($) | 9 Months Ended | ||
Dec. 23, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Sale of share per unit | $ 10 | ||
Common Class A [Member] | |||
Sale of share per unit | $ 11.50 | $ 11.50 | |
Private Placement [Member] | |||
Preferred stock sold | 317,600 | 317,600 | 317,600 |
Sale of share per unit | $ 10 | $ 10 | |
Private placement, description | Each Private Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7) | Each Private Placement Unit consists of one share of Class A common stock and three-fourths of one redeemable warrant (“Private Warrant”). Each Private Warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). | |
Private Placement [Member] | Sponsor [Member] | |||
Preferred stock sold | 3,176,000 | ||
Amount of private placement | $ 3,176,000 |