Stockholders’ Permanent and Temporary Equity | Note 9 – Stockholders’ Permanent and Temporary Equity Common Stock On June 5, 2023, the Company issued 3,044,152 1.2 1,977,749 During the six months ended June 30, 2023, the Company entered into marketing agreements with two vendors in which the Company issued an aggregate of 510,000 500,200 Equity Offering On April 28, 2023, the Company completed an offering of 11,015,500 11,015,500 11.0 1.00 1.0 0.4 Redemption of Series A Preferred Stock On or about April 28, 2023, cash proceeds from the Registered Offering in the amount of $ 10.5 8,400 10.5 3.8 6.7 ZYVERSA THERAPEUTICS, INC. Notes to Condensed Consolidated Financial Statements Triggering of Down Round Provisions As a result of the Registered Offering, (a) the exercise price of the Series A Warrants to purchase 863,500 11.50 2.00 4,965,125 1.4 235 10.00 2.00 37,000 10.00 5,062 7.00 0.1 Conversion of Series A Preferred Stock Following the triggering of the down round provision, the holders of 35 17,500 2.00 Temporary Equity See Note 8 – “Commitments and Contingencies” for discussion of the movement of temporary equity to permanent equity on March 29, 2023. Stock-Based Compensation For the three months ended June 30, 2023, the Successor 365,742 109,066 256,676 695,940 243,918 452,022 For the six months ended June 30, 2023, the Successor 653,203 158,521 494,682 2,637,686 551,756 2,085,930 1,787,428 1.8 Stock Options On January 27, 2023, the Company granted ten 100,000 Successor 184,426 three years 2.11 On March 10, 2023, the Company granted ten 13,000 23,770 2.26 13,000 5,000 ZYVERSA THERAPEUTICS, INC. Notes to Condensed Consolidated Financial Statements On May 24, 2023, the Company granted ten 1,453,107 555,004 499,660 three years 55,344 0.44 The grant date fair value of stock options granted during the six months ended June 30, 2023 and 2022 was determined using the Black Scholes method, with the following assumptions used: Schedule of Stock Options Granted Successor Predecessor Successor Predecessor Successor Predecessor Successor Predecessor For the Three For the Three For the Six For the Six Months Ended Months Ended Months Ended Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Fair value of common stock on date of grant $ 0.44 $ 2.27 3.00 $ 0.44 2.23 $ 2.27 3.00 Risk free interest rate 3.76 % 2.79 3.01 % 3.53 4.27 % 1.68 3.01 % Expected term (years) 6.00 5.00 6.00 3.53 6.00 Expected volatility 122 % 112 114 % 120 123 % 111 119 % Expected dividends 0.00 % 0.00 % 0.00 % 0.00 % A summary of the option activity for the six months ended June 30, 2023 is presented below: Schedule of Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2023 1,993,235 $ 10.81 Granted 1,566,107 0.56 Exercised - - Forfeited - - Outstanding, June 30, 2023 3,559,342 $ 6.30 6.9 $ - Exercisable, June 30, 2023 1,938,385 $ 9.43 5.4 $ - ZYVERSA THERAPEUTICS, INC. Notes to Condensed Consolidated Financial Statements The following table presents information related to stock options as of June 30, 2023: Schedule of Information Related to Stock Options Options Outstanding Options Exercisable Weighted Outstanding Average Exercisable Exercise Number of Remaining Life Number of Price Options In Years Options $ 0.44 1,453,107 10 150,000 $ 2.11 100,000 - - $ 2.26 13,000 - - $ 5.03 662,887 2.6 662,887 $ 11.33 12,186 9.0 12,186 $ 11.58 728,430 5.8 728,430 $ 16.36 589,732 7.9 384,882 3,559,342 5.4 1,938,385 Stock Warrants On April 28, 2023, in connection with the Registered Offering, the Company issued five-year warrants to purchase 11,015,500 3,974,831 1.00 The grant date fair value of stock warrants granted during the six months ended June 30, 2023 and 2022 was determined using the Black Scholes method, with the following assumptions used: Schedule of Fair Value of Stock Warrants Granted Successor Predecessor Successor Predecessor Successor Predecessor Successor Predecessor For the Three For the Three For the Six For the Six Months Ended Months Ended Months Ended Months Ended June 30, 2023 June 30, 2022 June 30, 2023 June 30, 2022 Fair value of common stock on date of grant $ 1.00 n/a $ 1.00 n/a Risk free interest rate 3.51 n/a 3.51 n/a Expected term (years) 5 n/a 5 n/a Expected volatility n/a n/a n/a n/a Expected volatility 123 n/a 123 n/a Expected dividends n/a n/a n/a n/a ZYVERSA THERAPEUTICS, INC. Notes to Condensed Consolidated Financial Statements A summary of the warrant activity for the six months ended June 30, 2023 is presented below: Summary of Warrant Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, January 1, 2023 8,628,706 $ 10.75 Issued 11,015,500 1.00 Forfeited (3,669 ) 11.58 Repriced - Old [1] (863,500 ) 11.50 Repriced - New [1] 4,965,125 2.00 Outstanding, June 30, 2023 23,742,163 $ 4.02 4.6 $ - Exercisable, June 30, 2023 23,672,360 $ 4.37 4.6 $ - [1] Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 863,500 2.00 The following table presents information related to stock warrants as of June 30, 2023: Schedule of Information Related to Stock Warrants Warrants Outstanding Warrants Exercisable Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 1.00 11,015,500 4.8 11,015,500 $ 2.00 4,965,125 4.5 4,965,125 $ 5.03 104,704 1.5 34,901 $ 6.90 1,271,904 4.5 1,271,904 $ 11.50 6,065,573 4.5 6,065,573 $ 11.58 319,357 0.5 319,357 23,742,163 4.6 23,672,360 Effectiveness Failure In connection with the Business Combination, the Company issued 8,635 shares of Series A Convertible Preferred Stock (the “PIPE Shares”), and common stock purchase warrants (each, a “PIPE Warrant”) to purchase 863,500 shares of common stock, at a purchase price of $ 1,000 per share and warrant, for an aggregate purchase price of $ 8,635,000 (the “PIPE Investment”) pursuant to subscription agreements dated July 20, 2022 (collectively, the “PIPE Subscription Agreements”). On or about February 20, 2023, the Company failed to have the SEC declare a registration statement effective (the “Effectiveness Failure”) which covered the Private Investment in Public Equity (“PIPE”) registrable securities within the time period prescribed by the PIPE Securities Purchase Agreement (the “SPA”). The SPA entitles the PIPE investors to receive registration delay payments (“Registration Delay Payments”) equal to 1.5 % of each investor’s purchase price on the date of the Effectiveness Failure and every thirty days thereafter that the Effectiveness Failure persists. Failure to make the Registration Delay Payments on a timely basis result in the accrual of interest at the rate of 2.0 % per month. On April 28, 2023, the proceeds from the Registered Offering were used to redeem substantially all of the PIPE Shares. See “ Redemption of Series A Preferred Stock 5,000 in the aggregate prior to curing the Effectiveness Failure. ZYVERSA THERAPEUTICS, INC. Notes to Condensed Consolidated Financial Statements |