Stockholders’ Permanent and Temporary Equity | Note 11 – Stockholders’ Permanent and Temporary Equity Authorized Capital The Predecessor was authorized to issue 75,000,000 0.00001 5,000,000 0.00001 The Successor 110,000,000 0.0001 1,000,000 0.0001 Equity Incentive Plans Predecessor 2014 Equity Incentive Plan The Predecessor was authorized to issue awards under its 2014 Equity Incentive Plan (the “2014 Plan”), as amended on October 9, 2018, February 2, 2019 and February 2, 2021. Under the 2014 Plan, 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. 45,652 On December 12, 2022, in connection with the consummation of the Business Combination, the Predecessor approved the amendment to the 2014 Plan (the “2014 Plan Amendment”). The 2014 Plan Amendment provides, among other things, that upon consummation of the Business Combination, no further increases in the shares of common stock reserved and available for issuance under the 2014 Plan shall occur and no new awards shall be made under the 2014 Plan. Successor 2022 Omnibus Equity Incentive Plan The Successor is authorized to issue awards under the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”). Under the 2022 Plan, 1,089,831 1,089,831 Successor Redeemable Common Stock On December 13, 2020 (the “Effective Date”), in connection with the L&F Note Agreement (see Note 5 – Note Receivable for details), the Predecessor and L&F entered into an agreement to provide L&F with a put option to cause the Company to purchase up to 331,331 1.00 331 On December 12, 2022, the Company closed on the Business Combination (see Note 4 – Business Combination) whereby the 331,331 65,783 5.04 See Note 13 – Subsequent Events for additional details regarding the L&F Note and the Put Option. Predecessor Series A Preferred Stock Predecessor Series A Preferred Stock Financing On March 31, 2022, the Predecessor sold 133,541 3.14 392,301 100,000 The Predecessor Series A Preferred Stock is convertible, at the option of the holder, at any time into shares of Predecessor common stock on a one-to-one basis, subject to standard antidilution adjustments. In addition, in the event of any non-exempt issuances by the Company for less than the in-force conversion price, the Predecessor Series A Preferred Stock conversion price shall be reduced on a weighted average basis. Each share of Predecessor Series A Preferred Stock shall automatically be converted into shares of Predecessor common stock at the then effective conversion price concurrently with (i) the closing of a Public Transaction or (ii) the date specified by written consent or agreement of the holders of a majority of the then outstanding shares of Predecessor Series A Preferred stock. A Public Transaction represents either (a) a firm commitment underwritten public offering; or (b) the closing of a transaction with a special purpose acquisition company (“SPAC”) listed on the Nasdaq Stock Market in which the Company would become a wholly owned subsidiary of the SPAC. The Predecessor Series A Preferred stockholders shall vote together with the Predecessor common stockholders on an as-converted basis and dividends will only be paid on an as-converted basis when, and if paid to Predecessor common stockholders. In the event of any liquidation, dissolution or winding up of the Predecessor or upon a Deemed Liquidation Event, the Predecessor Series A Preferred stockholders will be entitled to be paid, out of the assets of the Predecessor available for distribution before any payments are made to Predecessor common stockholders, one times the original purchase price, plus declared and unpaid dividends on each share of Predecessor Series A Preferred Stock or, if greater, the amount that the Predecessor Series A Preferred Stock holders would receive on an as-converted basis. The balance of any proceeds shall be distributed pro rata to the Predecessor common stockholders. Deemed Liquidation Events include (a) a merger or consolidation in which the Predecessor or a subsidiary thereof is a constituent party which results in a change-of-control (a “Merger Event”); or (b) the sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Predecessor (a “Disposition Event”). The Predecessor Series A Preferred Stock is not mandatorily redeemable and therefore it is not subject to classification as a liability. The Predecessor determined that the Deemed Liquidation Events were within the control of the Predecessor and, therefore, the Predecessor Series A Preferred Stock should be classified as permanent equity. Specifically, Merger Events and Disposition Events require the approval of the board of directors pursuant to state law and the Predecessor preferred stockholders are unable to control the vote of the board of directors. The Predecessor determined that the embedded conversion options were clearly and closely related to the preferred stock host and, therefore, the embedded conversion options need not be bifurcated. However, if the conversion price is reset in connection with a subsequent issuance of securities, the Predecessor will need to assess the accounting for the price reset. Due to the Predecessor’s adoption of ASU 2020-06 on January 1, 2021, it wasn’t necessary to assess the embedded conversion options for a beneficial conversion feature. On July 8, 2022, the Predecessor sold an additional 94,393 3.14 296,400 21,200 On September 16, 2022, the Predecessor sold an additional 222,929 3.14 700,000 16,000 On December 6, 2022, the Predecessor sold an additional 174,776 3.14 548,805 2,000 Amendment of Predecessor Series A Preferred Stock Designation On May 10, 2022, the Predecessor obtained the requisite approvals to (a) amend the Predecessor Series A Preferred Stock Designation within the Predecessor’s Certificate of Incorporation to reduce the effective conversion price of the Predecessor Series A Preferred Stock from $ 3.14 2.78 3.20 331,200 Second Amendment of Predecessor Series A Preferred Stock Designation On August 31, 2022, the Predecessor filed with the Florida Department of State a second amendment to the Predecessor Series A Preferred Stock Designation within the Predecessor’s Certificate of Incorporation, which reduced the conversion price of the Predecessor Series A Preferred Stock from $ 2.78 per share of Predecessor common stock and Predecessor Series A Warrant to $ 1.19 per share of Predecessor common stock and Predecessor Series A Warrant. In addition, the Predecessor reduced the exercise price of the Predecessor Series A Warrants issuable at conversion from $ 3.20 per share to $ 1.37 per share. The Predecessor determined that the reduction of the Predecessor Series A Preferred Stock conversion price, combined with the revised terms associated with the Predecessor Series A Warrants (collectively the “Second Amendment Securities”) issuable at conversion, represented a significant change requiring the application of extinguishment accounting. Accordingly, it was necessary to record the $ 9,684,637 Extinguishments of Predecessor Series A Preferred Stock The Company determined that the reduction of the Series A Preferred Stock conversion price, combined with the contingent issuance of the Series A Warrants or the change in the (collectively the “Amended Securities”), represented a significant change requiring the application of extinguishment accounting. Accordingly, it was necessary to record the $ 331,200 Automatic Conversion of Predecessor Series A Preferred Stock On December 12, 2022, in connection with the Business Combination, all outstanding 2,427,832 6,406,210 6,406,210 1,271,904 1,271,904 6.90 Successor Preferred Stock Successor Series A Preferred Stock Financing In connection with the Business Combination, the Successor 8,635 863,500 11.50 1,000 8,635,000 The Successor Series A Preferred Stock is convertible, at the option of the holder, at any time into a number of shares of Successor common stock equal to the face value divided by the conversion price then in effect (initially $10.00). In addition, for five years following the issuance of the Successor Series A Preferred Stock, the conversion price is automatically adjusted to the greater of (a) $2.00; and (b) the lowest price of any subsequent offerings of securities at a price less than the conversion price. The conversion price also resets at both 90 days and 150 days following the effectiveness of the registration of the Successor Series A Preferred Stock (each a “Commencement Date”) to the greater of (a) $2.00; and (b) 85% of the lowest of the ten consecutive daily volume-weighted average prices commencing on, and including, each Commencement Date. As of the filing date, the Successor Series A Preferred Stock has not been registered and no conversion price reset has occurred. The Successor Series A Preferred stockholders have no voting rights and dividends will only be paid on an as-converted basis when, and if paid to Successor common stockholders. In the event of any liquidation, dissolution or winding up of the Successor, each Successor Series A Preferred stockholder shall be entitled to be paid out of the assets of the Company legally available for distribution, the stated value of their holdings, plus any accrued and unpaid dividends. The balance of any proceeds shall be distributed to Successor Series A Preferred stockholders on an as-converted basis pari passu The Successor Series A Preferred Stock is not redeemable at the election of the holder and, therefore, it is classified as permanent equity. However, subject to the holder’s right to elect to convert, the Company has the right to redeem the Successor Series A Preferred Stock anytime at 120% of the face value. The Successor determined that the embedded conversion options were clearly and closely related to the preferred stock host and, therefore, the embedded conversion options need not be bifurcated. However, if the conversion price is reset in connection with a subsequent issuance of securities, the Company will need to assess the accounting for the price reset. Due to the Successor’s adoption of ASU 2020-06 on January 1, 2021, it wasn’t necessary to assess the embedded conversion options for a beneficial conversion feature. Successor Preferred Series B Issuance In connection with the Business Combination, the Successor 5,062 1,000 5,062,000 The Successor 10.00 The conversion price also resets at 150 days following the effectiveness of the registration of the Successor 7.00 The Successor Series B Preferred stockholders have no voting rights and dividends will only be paid on an as-converted basis when, and if paid to Successor common stockholders. In the event of any liquidation, dissolution or winding up of the Successor each Successor Series B Preferred stockholder shall be entitled to be paid out of the assets of the Company legally available for distribution, the stated value of their holdings, plus any accrued and unpaid dividends. The balance of any proceeds shall be distributed to Successor Series B Preferred stockholders on an as-converted basis pari passu The Successor Series B Preferred Stock is not redeemable and, therefore, it is classified as permanent equity. The Successor determined that the embedded conversion options were clearly and closely related to the preferred stock host and, therefore, the embedded conversion options need not be bifurcated. However, if the conversion price is reset in connection with a subsequent issuance of securities, the Successor will need to assess the accounting for the price reset. Due to the Successor’s adoption of ASU 2020-06 on January 1, 2021, it wasn’t necessary to assess the embedded conversion options for a beneficial conversion feature. Stock-Based Compensation For the period December 13, 2022 through December 31, 2022, the Successor 56,333 7,808 48,525 3,524,802 673,160 2,851,642 2,957,047 1.6 For the year ended December 31, 2021, the Company recorded stock-based compensation expense of $ 4,245,463 944,525 3,300,938 Stock Options On December 12, 2022, the Company closed on the Business Combination (see Note 4 – Business Combination) whereby the 10,039,348 1,993,235 Successor 5.037 In applying the Black-Scholes option pricing model to Predecessor stock options granted, the Company used the following assumptions: Schedule of Stock Options Granted Successor Predecessor Predecessor Successor Predecessor For the period For the period For the year December 13 through January 1 through ended December 31, 2022 December 12, 2022 December 31, 2021 Fair value of common stock on date of grant n/a $ 2.27 3.00 $ 3.25 Risk free interest rate n/a 1.68 3.01 % 0.66 1.26 % Expected term (years) n/a 3.53 6.00 5.00 6.00 Expected volatility n/a 111 119 % 118 125 % Expected dividends n/a 0.00 % 0.00 % During the period ended December 12, 2022, the fair value of the Predecessor’s common stock was determined using a market approach based on the status of the business combination agreement arm’s length discussions with the acquirer at each valuation date and which agreement was ultimately entered into on July 20, 2022 with a Company valuation of $ 85 During the year ended December 31, 2021, the fair value of the Predecessor’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 year ended December 31, 2021 had a contractual term of ten years and a requisite service period of zero to three years. A summary of the option activity for the period December 13, 2022 through December 31, 2022 for the Successor and the period ended December 12, 2022 for the Predecessor is presented below: Schedule of Stock Option Activity Successor Number of Options Weighted Average Exercise Price Weighted Average Remaining Life In Years Aggregate Intrinsic Value Outstanding, December 13, 2022 1,993,235 $ 10.81 Granted - - Exercised - - Forfeited - - Outstanding, December 31, 2022 1,993,235 $ 10.81 5.8 $ - Exercisable, December 31, 2022 1,639,566 $ 9.63 5.3 $ - Predecessor 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 3.17 Exercised - - Forfeited - - Outstanding, December 12, 2022 10,039,348 $ 2.15 5.9 $ 3,271,992 Exercisable, December 12, 2022 8,258,023 $ 1.91 5.3 $ 3,271,992 The following table presents information related to stock options as of December 31, 2022: Schedule of Information Related to Stock Options Successor Options Outstanding Options Exercisable Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 5.03 662,887 3.1 662,887 $ 11.33 12,186 9.5 12,186 $ 11.58 728,430 6.3 723,576 $ 16.36 589,732 8.3 240,917 1,993,235 5.3 1,639,566 Stock Warrants A summary of the warrant activity for the period December 13, 2022 through December 31, 2022 for the Successor and the period ending December 12, 2022 for the Predecessor is presented below: Summary of Warrant Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Successor Warrants Price In Years Value Outstanding, December 13, 2022 8,628,706 $ 10.75 Issued - - Outstanding, December 31, 2022 8,628,706 $ 10.75 4.8 $ - Exercisable, December 31, 2022 8,558,904 $ 10.79 4.8 $ - Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Predecessor Warrants Price In Years Value Outstanding, January 1, 2022 2,154,352 $ 1.98 Issued 6,406,210 1.37 Exercised - - Outstanding, December 12, 2022 8,560,562 $ 1.52 1.8 $ 59,681 Exercisable, December 12, 2022 8,560,562 $ 1.55 3.9 $ 34,203 The following table presents information related to stock warrants as of December 31, 2022 for the Successor: Schedule of Information Related to Stock Warrants Successor Warrants Outstanding Warrants Exercisable Exercise Outstanding Weighted Average Exercisable Number of Price Number of Remaining Life Warrants $ 5.03 104,704 2.0 34,901 $ 6.90 1,271,904 4.9 1,271,904 $ 11.50 6,929,073 4.9 6,929,073 $ 11.58 323,026 1.0 323,026 8,628,706 4.8 8,558,904 The Successor stock warrants at December 31, 2022, consist of the following: (a) Exercisable warrants to purchase 6,065,573 Successor 11.50 0.01 18.00 (b) Exercisable warrants to purchase 863,500 Successor 11.50 (c) Warrants to purchase 1,699,633 Successor 8,560,561 5.037 Successor 5.037 The Replacement Warrants include (a) exercisable warrants to purchase 1,271,904 shares of Successor common stock with an exercise price of $6.90 per share and with an expiration date of December 12, 2027, which replace the warrants that were issued by the Predecessor to its Series A Preferred Stock holders upon the automatic conversion of their Predecessor Series A Preferred Stock into Predecessor common stock and Predecessor Series A Warrants upon the closing of the Business Combination (see Note 11 – Stockholders’ Permanent and Temporary Equity – Automatic Conversion of Predecessor Series A Preferred Stock); (b) warrants to purchase 104,704 shares of Successor common stock with an exercise price of $5.03 per share which replace the warrants that were issued by the Predecessor to a strategic partner (see Note 10 – Commitments and Contingencies – License Agreements – L&F Research LLC), of which warrants to purchase 34,901 shares are exercisable until they expire on or about January 6, 2025, while the remainder vest upon the achievement of certain milestones and expire five years following the achievement of those milestones; and (c) exercisable warrants to purchase 323,026 shares of Successor common stock with an exercise price of $11.58 per share and with various expiration dates through April 17, 2024 which replace the warrants that were issued by the Predecessor to certain purchasers of convertible notes, certain brokers and a strategic partner in conjunction with entering into a license agreement (see Note 10 – Commitments and Contingencies – License Agreements – InflamaCORE). |