Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 3 |
Entity Registrant Name | ZYVERSA THERAPEUTICS, INC. |
Entity Central Index Key | 0001859007 |
Entity Tax Identification Number | 86-2685744 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 2200 N. Commerce Parkway |
Entity Address, Address Line Two | Suite 208 |
Entity Address, City or Town | Weston |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33326 |
City Area Code | (754) |
Local Phone Number | 231-1688 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
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 |
Contact Personnel Name | Stephen C. Glover |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Successor | Successor | Predecessor |
Current Assets: | ||||||
Cash | $ 5,902,199 | $ 5,902,199 | $ 1,578,721 | $ 1,578,721 | $ 5,902,199 | |
Prepaid expenses and other current assets | 225,347 | 225,347 | 426,519 | 426,519 | 225,347 | |
Vendor deposits | 235,000 | 235,000 | 235,000 | |||
Total Current Assets | 6,362,546 | 6,362,546 | 2,005,240 | 2,005,240 | 6,362,546 | |
Equipment, net | 17,333 | 17,333 | 9,533 | 9,533 | 17,333 | |
In-process research and development | 100,086,329 | 100,086,329 | 30,806,158 | 30,806,158 | 100,086,329 | |
Goodwill | 11,895,033 | 11,895,033 | 11,895,033 | |||
Security deposit | 46,659 | 46,659 | 46,659 | |||
Operating lease right-of-use asset | 98,371 | 98,371 | 31,078 | 31,078 | 98,371 | |
Vendor deposit | ||||||
Total Assets | 118,506,271 | 118,506,271 | 32,852,009 | 32,852,009 | 118,506,271 | |
Current Liabilities: | ||||||
Accounts payable | 6,025,645 | 6,025,645 | 8,897,534 | 8,897,534 | 6,025,645 | |
Accrued expenses and other current liabilities | 2,053,559 | 2,053,559 | 2,775,485 | 2,775,485 | 2,053,559 | |
Operating lease liability | 108,756 | 108,756 | 34,349 | 34,349 | 108,756 | |
Derivative liabilities | $ 560,600 | |||||
Convertible notes payable (net of $0 and $39,942 debt discount as of December 31, 2022 and 2021, respectively) | ||||||
Convertible notes payable related parties | ||||||
Total Current Liabilities | 8,187,960 | 8,187,960 | 11,707,368 | 11,707,368 | 8,187,960 | |
Deferred tax liability | 10,323,983 | 10,323,983 | 1,440,982 | 1,440,982 | 10,323,983 | |
Total Liabilities | 18,511,943 | 18,511,943 | 13,148,350 | 13,148,350 | 18,511,943 | |
Commitments and contingencies (Note 8) | ||||||
Redeemable common stock, subject to possible redemption | 331,331 | 331,331 | 331,331 | |||
Stockholders’ Equity: | ||||||
Common stock, value | 26 | 26 | 123 | 123 | 26 | |
Additional paid-in-capital | 104,584,147 | 104,584,147 | 109,591,327 | 109,591,327 | 104,584,147 | |
Accumulated deficit | (4,921,178) | (4,921,178) | (89,880,624) | (89,880,624) | (4,921,178) | |
Treasury stock, at cost, 62 and 0 shares at September 30, 2023 and December 31, 2022, respectively | (7,168) | (7,168) | ||||
Total Stockholders’ Equity | 99,662,997 | 99,662,997 | 19,703,659 | 19,703,659 | 99,662,997 | |
Total Liabilities, Temporary Equity and Stockholders’ Equity | 118,506,271 | 118,506,271 | 32,852,009 | 32,852,009 | 118,506,271 | |
Revision of Prior Period, Reclassification, Adjustment [Member] | ||||||
Stockholders’ Equity: | ||||||
Common stock, value | 26 | 26 | 26 | |||
Additional paid-in-capital | 104,584,147 | 104,584,147 | 104,584,147 | |||
Series A Preferred Stock [Member] | ||||||
Stockholders’ Equity: | ||||||
Preferred stock, value | 1 | 1 | 1 | |||
Series B Preferred Stock [Member] | ||||||
Stockholders’ Equity: | ||||||
Preferred stock, value | $ 1 | $ 1 | $ 1 | $ 1 | $ 1 | |
Predecessor [Member] | ||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||
Current Assets: | ||||||
Cash | $ 328,581 | |||||
Prepaid expenses and other current assets | 106,929 | |||||
Vendor deposits | 376,272 | |||||
Total Current Assets | 811,782 | |||||
Equipment, net | 27,733 | |||||
In-process research and development | ||||||
Goodwill | ||||||
Security deposit | 46,659 | |||||
Operating lease right-of-use asset | ||||||
Vendor deposit | 240,000 | |||||
Total Assets | 1,126,174 | |||||
Current Liabilities: | ||||||
Accounts payable | 2,000,100 | |||||
Accrued expenses and other current liabilities | 1,914,101 | |||||
Operating lease liability | ||||||
Derivative liabilities | 560,600 | |||||
Convertible notes payable (net of $0 and $39,942 debt discount as of December 31, 2022 and 2021, respectively) | 5,976,508 | |||||
Convertible notes payable related parties | 3,175,000 | |||||
Total Current Liabilities | 13,626,309 | |||||
Deferred tax liability | ||||||
Total Liabilities | 13,626,309 | |||||
Commitments and contingencies (Note 8) | ||||||
Redeemable common stock, subject to possible redemption | 331,331 | |||||
Stockholders’ Equity: | ||||||
Common stock, value | 242 | |||||
Additional paid-in-capital | 40,065,109 | |||||
Accumulated deficit | (52,896,817) | |||||
Total Stockholders’ Equity | (12,831,466) | |||||
Total Liabilities, Temporary Equity and Stockholders’ Equity | 1,126,174 | |||||
Predecessor [Member] | Series A Preferred Stock [Member] | ||||||
Stockholders’ Equity: | ||||||
Preferred stock, value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt discount | $ 0 | $ 0 | $ 0 | $ 39,942 | ||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Successor | Successor | Predecessor |
Temporary equity, shares outstanding | 1,880 | 1,880 | 0 | 0 | 1,880 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 110,000,000 | 110,000,000 | 110,000,000 | |||
Treasury Stock, Common, Shares | 0 | 0 | 62 | 62 | 0 | |
Series A Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 8,635 | 8,635 | 8,635 | 8,635 | 8,635 | |
Preferred stock, shares issued | 8,635 | 8,635 | 50 | 50 | 8,635 | |
Preferred stock, shares outstanding | 8,635 | 8,635 | 50 | 50 | 8,635 | |
Series B Preferred Stock [Member] | ||||||
Preferred stock, shares authorized | 5,062 | 5,062 | 5,062 | 5,062 | 5,062 | 5,062 |
Preferred stock, shares issued | 5,062 | 5,062 | 5,062 | 5,062 | 5,062 | 5,062 |
Preferred stock, shares outstanding | 5,062 | 5,062 | 5,062 | 5,062 | 5,062 | 5,062 |
Predecessor [Member] | ||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | |||||
Temporary equity, shares outstanding | 331,331 | |||||
Common stock, shares par value | $ 0.00001 | |||||
Common stock, shares authorized | 75,000,000 | |||||
Common stock, shares outstanding | 24,167,257 | |||||
Common stock, shares issued | 24,167,257 | |||||
Successor [Member] | ||||||
Common stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 110,000,000 | 110,000,000 | 110,000,000 | |||
Common stock, shares outstanding | 257,604 | 257,604 | 257,604 | |||
Successor Common Stock [Member] | ||||||
Common stock, shares par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 110,000,000 | 110,000,000 | 110,000,000 | 110,000,000 | 110,000,000 | |
Common stock, shares outstanding | 257,604 | 257,604 | 1,243,297 | 1,243,297 | 257,604 | |
Common stock, shares issued | 257,604 | 257,604 | 1,243,359 | 1,243,359 | 257,604 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2021 | |
Reorganization, Chapter 11 [Line Items] | |||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Predecessor |
Operating Expenses: | |||||||
Research and development | $ 399,894 | $ 673,943 | $ 2,950,462 | ||||
Impairment of in-process research and development | 69,280,171 | ||||||
Impairment of goodwill | 11,895,033 | ||||||
General and administrative | 420,174 | 2,228,735 | 9,694,097 | ||||
Total Operating Expenses | 820,068 | 2,902,678 | 93,819,763 | ||||
Loss From Operations | (820,068) | (2,902,678) | (93,819,763) | ||||
Other (Income) Expense: | |||||||
Interest expense | |||||||
Interest (income) expense | 210 | (555) | |||||
Change in fair value of derivative liabilities | |||||||
Gain on forgiveness of PPP Loan | |||||||
Pre-Tax Net Loss | (820,068) | (2,902,888) | (93,819,208) | ||||
Income tax benefit | 745,050 | 485 | 8,859,762 | ||||
Net Loss | (75,018) | (2,902,403) | (84,959,446) | ||||
Deemed dividend to preferred stockholders | (32,373) | (7,948,209) | |||||
Net Loss Attributable to Common Stockholders | $ (75,018) | $ (2,934,776) | $ (92,907,655) | ||||
Net Loss Per Share | |||||||
Net loss per share - basic | $ (0.29) | $ (3.32) | $ (167.59) | $ (0.33) | |||
Net loss per share - diluted | $ (0.29) | $ (3.32) | $ (167.59) | $ (0.33) | |||
Weighted Average Number of Common Shares Outstanding | |||||||
Weighted average number of common shares outstanding - basic | 257,604 | 885,101 | 554,372 | ||||
Weighted average number of common shares outstanding - diluted | 257,604 | 885,101 | 554,372 | ||||
Predecessor [Member] | |||||||
Reorganization, Chapter 11 [Line Items] | |||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||
Operating Expenses: | |||||||
Research and development | $ 2,334,120 | $ 4,120,477 | $ 5,407,859 | $ 2,124,277 | |||
Impairment of in-process research and development | |||||||
Impairment of goodwill | |||||||
General and administrative | 1,061,046 | 4,526,428 | 7,605,205 | 5,580,099 | |||
Total Operating Expenses | 3,395,166 | 8,646,905 | 13,013,064 | 7,704,376 | |||
Loss From Operations | (3,395,166) | (8,646,905) | (13,013,064) | (7,704,376) | |||
Other (Income) Expense: | |||||||
Interest expense | 427,542 | 821,366 | |||||
Interest (income) expense | 69,352 | 377,820 | |||||
Change in fair value of derivative liabilities | 228,100 | 420,600 | 607,001 | (228,100) | |||
Gain on forgiveness of PPP Loan | (213,481) | ||||||
Pre-Tax Net Loss | (3,692,618) | (9,445,325) | (14,047,607) | (8,084,161) | |||
Income tax benefit | |||||||
Net Loss | (3,692,618) | (9,445,325) | (14,047,607) | (8,084,161) | |||
Deemed dividend to preferred stockholders | (9,684,637) | (10,015,837) | (10,015,837) | ||||
Net Loss Attributable to Common Stockholders | $ (13,377,255) | $ (19,461,162) | $ (24,063,444) | $ (8,084,161) | |||
Net Loss Per Share | |||||||
Net loss per share - basic | $ (0.55) | $ (0.81) | $ (0.99) | ||||
Net loss per share - diluted | $ (0.55) | $ (0.81) | $ (0.99) | ||||
Weighted Average Number of Common Shares Outstanding | |||||||
Weighted average number of common shares outstanding - basic | 24,167,257 | 24,167,257 | 24,194,270 | 24,167,257 | |||
Weighted average number of common shares outstanding - diluted | 24,167,257 | 24,167,257 | 24,194,270 | 24,167,257 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficiency) - USD ($) | Total | Predecessor [Member] | Preferred Stock [Member] | Preferred Stock [Member] Predecessor [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Predecessor [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] Predecessor [Member] | Common Stock [Member] | Common Stock [Member] Predecessor [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Predecessor [Member] | Retained Earnings [Member] | Retained Earnings [Member] Predecessor [Member] | Treasury Stock, Common [Member] | ||
Balance at Dec. 31, 2020 | $ (8,889,041) | $ 242 | $ 35,923,373 | $ (44,812,656) | |||||||||||||
Balance, shares at Dec. 31, 2020 | 24,167,257 | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | |||||||||||||||
Stock-based compensation: | $ 4,141,736 | 4,141,736 | |||||||||||||||
Net loss | (8,084,161) | (8,084,161) | |||||||||||||||
Balance at Dec. 31, 2021 | (12,831,466) | $ 242 | 40,065,109 | (52,896,817) | |||||||||||||
Balance, shares at Dec. 31, 2021 | 24,167,257 | ||||||||||||||||
Stock-based compensation: | 1,941,746 | 1,941,746 | |||||||||||||||
Net loss | (3,748,495) | (3,748,495) | |||||||||||||||
Issuance of preferred stock in private placement | [1] | 393,301 | $ 1 | 393,300 | |||||||||||||
Issuance of preferred stock in private placement, shares | [1] | 133,541 | |||||||||||||||
Balance at Mar. 31, 2022 | (14,244,914) | $ 1 | $ 242 | 42,400,155 | (56,645,312) | ||||||||||||
Balance, shares at Mar. 31, 2022 | 133,541 | 24,167,257 | |||||||||||||||
Balance at Dec. 31, 2021 | $ (12,831,466) | $ 242 | 40,065,109 | (52,896,817) | |||||||||||||
Balance, shares at Dec. 31, 2021 | 24,167,257 | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | |||||||||||||||
Net loss | $ (9,445,325) | ||||||||||||||||
Balance at Sep. 30, 2022 | (12,133,694) | $ 23 | $ 242 | 50,208,183 | (62,342,142) | ||||||||||||
Balance, shares at Sep. 30, 2022 | 2,253,056 | 24,167,257 | |||||||||||||||
Balance at Dec. 31, 2021 | $ (12,831,466) | $ 242 | 40,065,109 | (52,896,817) | |||||||||||||
Balance, shares at Dec. 31, 2021 | 24,167,257 | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | |||||||||||||||
Stock-based compensation: | $ 3,524,801 | 3,524,801 | |||||||||||||||
Net loss | (14,047,607) | (14,047,607) | |||||||||||||||
Issuance of preferred stock in private placement | [2] | 1,865,384 | $ 6 | 1,865,378 | |||||||||||||
Issuance of preferred stock in private placement, shares | [2] | 625,639 | |||||||||||||||
Conversion of convertible notes payable and accrued interest into preferred stock | [3] | 5,658,888 | $ 18 | 5,658,870 | |||||||||||||
Conversion of convertible notes payable and accrued interest into preferred stock, shares | 2,940,537 | 1,802,193 | [3] | ||||||||||||||
Conversion of preferred stock into common stock | $ (24) | $ 64 | (40) | ||||||||||||||
Conversion of preferred stock into common stock, shares | (2,427,832) | 6,406,210 | |||||||||||||||
Conversion of convertible notes payable into common stock | [4] | 5,838,209 | $ 29 | 5,838,180 | |||||||||||||
Conversion of convertible notes payable into common stock, shares | [4] | 2,940,537 | |||||||||||||||
Balance at Dec. 12, 2022 | $ 99,681,682 | (9,991,791) | $ 0 | $ 0 | $ 1 | 1 | $ 1 | 1 | $ 26 | $ 335 | $ 104,527,814 | 56,952,298 | $ (4,846,160) | (66,944,424) | |||
Balance, shares at Dec. 12, 2022 | 8,635 | 5,062 | 257,604 | 33,514,004 | |||||||||||||
Balance at Dec. 31, 2021 | (12,831,466) | $ 242 | 40,065,109 | (52,896,817) | |||||||||||||
Balance, shares at Dec. 31, 2021 | 24,167,257 | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||||||||||||
Balance at Dec. 31, 2022 | $ 99,662,997 | $ 1 | $ 1 | $ 26 | 104,584,147 | (4,921,178) | |||||||||||
Balance, shares at Dec. 31, 2022 | 8,635 | 5,062 | 257,604 | ||||||||||||||
Balance at Mar. 31, 2022 | (14,244,914) | $ 1 | $ 242 | 42,400,155 | (56,645,312) | ||||||||||||
Balance, shares at Mar. 31, 2022 | 133,541 | 24,167,257 | |||||||||||||||
Stock-based compensation: | 695,940 | 695,940 | |||||||||||||||
Net loss | (2,004,212) | (2,004,212) | |||||||||||||||
Balance at Jun. 30, 2022 | $ (15,553,186) | $ 1 | $ 242 | 43,096,095 | (58,649,524) | ||||||||||||
Balance, shares at Jun. 30, 2022 | 133,541 | 24,167,257 | |||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | |||||||||||||||
Stock-based compensation: | $ 494,022 | 494,022 | |||||||||||||||
Net loss | (3,692,618) | (3,692,618) | |||||||||||||||
Issuance of preferred stock in private placement | [5] | 959,200 | $ 4 | 959,196 | |||||||||||||
Issuance of preferred stock in private placement, shares | [5] | 317,322 | |||||||||||||||
Conversion of convertible notes payable and accrued interest into preferred stock | 5,658,888 | $ 18 | 5,658,870 | ||||||||||||||
Conversion of convertible notes payable and accrued interest into preferred stock, shares | 1,802,193 | ||||||||||||||||
Balance at Sep. 30, 2022 | (12,133,694) | $ 23 | $ 242 | 50,208,183 | (62,342,142) | ||||||||||||
Balance, shares at Sep. 30, 2022 | 2,253,056 | 24,167,257 | |||||||||||||||
Balance at Dec. 12, 2022 | $ 99,681,682 | $ (9,991,791) | 0 | $ 0 | $ 1 | $ 1 | $ 1 | $ 1 | $ 26 | $ 335 | 104,527,814 | $ 56,952,298 | (4,846,160) | $ (66,944,424) | |||
Balance, shares at Dec. 12, 2022 | 8,635 | 5,062 | 257,604 | 33,514,004 | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||||||||||||
Stock-based compensation: | $ 56,333 | 56,333 | |||||||||||||||
Net loss | (75,018) | (75,018) | |||||||||||||||
Balance at Dec. 31, 2022 | 99,662,997 | $ 1 | $ 1 | $ 26 | 104,584,147 | (4,921,178) | |||||||||||
Balance, shares at Dec. 31, 2022 | 8,635 | 5,062 | 257,604 | ||||||||||||||
Stock-based compensation: | 287,461 | 287,461 | |||||||||||||||
Net loss | (3,543,950) | (3,543,950) | |||||||||||||||
Reclassification of formerly redeemable common stock | 331,331 | 331,331 | |||||||||||||||
Reclassification of formerly redeemable common stock, shares | 1,880 | ||||||||||||||||
Issuance of common stock pursuant to vendor agreements | 395,200 | 395,200 | |||||||||||||||
Issuance of common stock pursuant to vendor agreements, shares | 3,714 | ||||||||||||||||
Registration costs associated with preferred stock issuance | (34,674) | (34,674) | |||||||||||||||
Balance at Mar. 31, 2023 | 97,098,365 | $ 1 | $ 1 | $ 26 | 105,563,465 | (8,465,128) | |||||||||||
Balance, shares at Mar. 31, 2023 | 8,635 | 5,062 | 263,198 | ||||||||||||||
Balance at Dec. 31, 2022 | $ 99,662,997 | $ 1 | $ 1 | $ 26 | 104,584,147 | (4,921,178) | |||||||||||
Balance, shares at Dec. 31, 2022 | 8,635 | 5,062 | 257,604 | ||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||||||||||||
Net loss | $ (84,959,446) | ||||||||||||||||
Balance at Sep. 30, 2023 | 19,703,659 | $ 1 | $ 123 | 109,591,327 | (89,880,624) | $ (7,168) | |||||||||||
Balance, shares at Sep. 30, 2023 | 50 | 5,062 | 1,243,359 | (62) | |||||||||||||
Balance at Mar. 31, 2023 | 97,098,365 | $ 1 | $ 1 | $ 26 | 105,563,465 | (8,465,128) | |||||||||||
Balance, shares at Mar. 31, 2023 | 8,635 | 5,062 | 263,198 | ||||||||||||||
Stock-based compensation: | 365,742 | 365,742 | |||||||||||||||
Net loss | (78,513,093) | (78,513,093) | |||||||||||||||
Issuance of common stock pursuant to vendor agreements | 210,000 | $ 1 | 209,999 | ||||||||||||||
Issuance of common stock pursuant to vendor agreements, shares | 10,857 | ||||||||||||||||
Registered offering of common stock | [6] | 9,831,019 | $ 31 | 9,830,988 | |||||||||||||
Registered offering of common stock , shares | [6] | 314,729 | |||||||||||||||
Redemption of Series A Preferred Stock | (10,080,001) | $ (1) | (10,080,000) | ||||||||||||||
Redemption of series A preferred stock , shares | (8,400) | ||||||||||||||||
Conversion of Series A Preferred Stock into common stock | |||||||||||||||||
Conversion of series A preferred stock into common stock , shares | (35) | 500 | |||||||||||||||
Shares issued as consideration for extension of lock-up period | 1,156,778 | $ 9 | 1,156,769 | ||||||||||||||
Shares issued as consideration for extension of lock-up period, shares | 86,976 | ||||||||||||||||
Treasury stock acquired, at cost | (7,168) | $ (7,168) | |||||||||||||||
Treasury stock acquired at cost , shares | (62) | ||||||||||||||||
Balance at Jun. 30, 2023 | $ 20,061,642 | $ 1 | $ 67 | 107,046,963 | (86,978,221) | $ (7,168) | |||||||||||
Balance, shares at Jun. 30, 2023 | 200 | 5,062 | 676,260 | (62) | |||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | ||||||||||||||||
Stock-based compensation: | $ 243,045 | 243,045 | |||||||||||||||
Net loss | (2,902,403) | (2,902,403) | |||||||||||||||
Registered offering of common stock | [7] | 1,575,938 | $ 9 | 1,575,929 | |||||||||||||
Registered offering of common stock , shares | [7] | 93,030 | |||||||||||||||
Redemption of Series A Preferred Stock | (215,048) | (215,048) | |||||||||||||||
Redemption of series A preferred stock , shares | (150) | ||||||||||||||||
Warrant modification | 181,891 | 181,891 | |||||||||||||||
Exercise of pre-funded warrants | 947 | $ 27 | 920 | ||||||||||||||
Exercise of pre-funded warrants, shares | 270,606 | ||||||||||||||||
Warrant inducement offer - exercise proceeds | [8] | 757,647 | $ 20 | 757,627 | |||||||||||||
Warrant inducement offer - exercise proceeds, shares | [8] | 203,463 | |||||||||||||||
Balance at Sep. 30, 2023 | $ 19,703,659 | $ 1 | $ 123 | $ 109,591,327 | $ (89,880,624) | $ (7,168) | |||||||||||
Balance, shares at Sep. 30, 2023 | 50 | 5,062 | 1,243,359 | (62) | |||||||||||||
[1]Includes gross proceeds of $ 419,320 26,019 1,964,524 99,140 5,230,000 428,888 3,961,000 709,608 1,167,601 996,400 37,200 11,015,500 1,184,482 2,099,053 523,115 966,349 208,702 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficiency) (Parenthetical) - USD ($) | 3 Months Ended | 11 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 12, 2022 | |
Debt principal amount | $ 3,961,000 | ||||
Predecessor [Member] | |||||
Gross proceeds | $ 11,015,500 | $ 996,400 | $ 419,320 | 1,964,524 | |
Issuance costs | $ 1,184,482 | $ 37,200 | $ 26,019 | 99,140 | |
Predecessor [Member] | Common Stock [Member] | |||||
Gross proceeds | $ 2,099,053 | ||||
Issuance costs | 523,115 | ||||
Predecessor [Member] | Warrant [Member] | |||||
Gross proceeds | 966,349 | ||||
Issuance costs | $ 208,702 | ||||
Predecessor [Member] | Convertible Notes Payable [Member] | |||||
Debt principal amount | 5,230,000 | ||||
Accrued interest | 428,888 | ||||
Predecessor [Member] | Convertible Notes One Payable [Member] | |||||
Debt principal amount | 3,961,000 | ||||
Accrued interest | 709,608 | ||||
Derivative liability | $ 1,167,601 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reorganization, Chapter 11 [Line Items] | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | ||
Cash Flows From Operating Activities: | |||||||||||
Net loss | $ (75,018) | $ (2,902,403) | $ (3,543,950) | $ (84,959,446) | |||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Impairment of in-process research and development | 69,280,171 | ||||||||||
Impairment of goodwill | 11,895,033 | ||||||||||
Stock-based compensation | 56,333 | 896,248 | |||||||||
Issuance of common stock pursuant to vendor agreements | 605,200 | ||||||||||
Shares issued as consideration for extension of lock-up period | 1,156,778 | ||||||||||
Amortization of debt discount | |||||||||||
Gain on forgiveness of PPP Loan | |||||||||||
Change in fair value of derivative liability | $ (607,001) | $ (228,100) | |||||||||
Depreciation of fixed assets | 532 | 7,800 | 9,869 | ||||||||
Non-cash rent expense | 4,443 | 67,293 | |||||||||
Deferred tax benefit | (745,050) | (8,883,001) | |||||||||
Changes in operating assets and liabilities: | |||||||||||
Prepaid expenses and other current assets | 36,606 | (201,172) | |||||||||
Security deposit | 46,659 | ||||||||||
Vendor deposits | 125,645 | 235,000 | |||||||||
Accounts payable | (2,076,863) | 2,871,889 | |||||||||
Operating lease liability | (4,786) | (74,407) | |||||||||
Accrued expenses and other current liabilities | (715,730) | 1,122,488 | |||||||||
Net Cash Used In Operating Activities | (3,393,888) | (5,933,467) | |||||||||
Cash Flows From Financing Activities: | |||||||||||
Proceeds from issuance of common stock in public offering | 13,114,555 | ||||||||||
Redemption of Series A Preferred Stock | (10,695,610) | ||||||||||
Proceeds from issuance of preferred stock in private placement | |||||||||||
Purchase of treasury stock | (7,168) | ||||||||||
Exercise of pre-funded warrants | 947 | ||||||||||
Warrant inducement offer - exercise proceeds | 966,349 | ||||||||||
Registration and issuance costs associated with common stock issuance | (1,763,584) | ||||||||||
Registration and issuance costs associated with preferred stock issuance | (5,500) | ||||||||||
Proceeds from issuance of convertible notes payable | |||||||||||
Net Cash Provided By Financing Activities | 1,609,989 | ||||||||||
Net (Decrease) Increase in Cash | (3,393,888) | (4,323,478) | |||||||||
Cash - Beginning of Period | 9,296,087 | $ 5,902,199 | 5,902,199 | ||||||||
Cash - End of Period | $ 5,902,199 | 5,902,199 | $ 1,578,721 | 1,578,721 | $ 9,296,087 | $ 5,902,199 | |||||
Non-cash investing and financing activities: | |||||||||||
Gain on forgiveness of PPP Loan | |||||||||||
Conversion of convertible notes payable and accrued interest into preferred stock | |||||||||||
Conversion of convertible notes payable and accrued interest into common stock | |||||||||||
Reclassification of formerly redeemable common stock | 331,331 | ||||||||||
Recognition of ROU asset and lease liability upon adoption of ASC 842 | |||||||||||
Accounts payable for deferred offering costs | 240,691 | 44,892 | |||||||||
Warrant modification - incremental value | 181,891 | ||||||||||
Warrant inducement offer - incremental value | $ 134,591 | ||||||||||
Predecessor [Member] | |||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||||
Cash Flows From Operating Activities: | |||||||||||
Net loss | $ (3,692,618) | $ (3,748,495) | $ (9,445,325) | $ (14,047,607) | $ (8,084,161) | ||||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Impairment of in-process research and development | |||||||||||
Impairment of goodwill | |||||||||||
Stock-based compensation | 3,131,708 | 3,524,801 | 4,141,736 | ||||||||
Issuance of common stock pursuant to vendor agreements | |||||||||||
Shares issued as consideration for extension of lock-up period | |||||||||||
Amortization of debt discount | 39,492 | 39,492 | 317,833 | ||||||||
Gain on forgiveness of PPP Loan | (213,481) | ||||||||||
Change in fair value of derivative liability | 420,600 | 607,001 | (228,100) | ||||||||
Depreciation of fixed assets | 7,800 | 9,868 | 10,400 | ||||||||
Non-cash rent expense | 79,918 | ||||||||||
Deferred tax benefit | |||||||||||
Changes in operating assets and liabilities: | |||||||||||
Prepaid expenses and other current assets | (57,366) | 73,675 | (318,761) | ||||||||
Security deposit | (1) | 11,665 | |||||||||
Vendor deposits | 160,000 | 255,627 | 10,000 | ||||||||
Accounts payable | 3,448,439 | 6,617,064 | (311,862) | ||||||||
Operating lease liability | (86,100) | ||||||||||
Accrued expenses and other current liabilities | 1,216,322 | 1,431,620 | (411,358) | ||||||||
Net Cash Used In Operating Activities | (1,078,331) | (1,494,641) | (5,076,089) | ||||||||
Cash Flows From Financing Activities: | |||||||||||
Proceeds from issuance of common stock in public offering | |||||||||||
Redemption of Series A Preferred Stock | |||||||||||
Proceeds from issuance of preferred stock in private placement | 1,415,720 | 1,964,524 | |||||||||
Purchase of treasury stock | |||||||||||
Exercise of pre-funded warrants | |||||||||||
Warrant inducement offer - exercise proceeds | |||||||||||
Registration and issuance costs associated with common stock issuance | (99,140) | ||||||||||
Registration and issuance costs associated with preferred stock issuance | (63,219) | ||||||||||
Proceeds from issuance of convertible notes payable | 5,230,000 | ||||||||||
Net Cash Provided By Financing Activities | 1,352,501 | 1,865,384 | 5,230,000 | ||||||||
Net (Decrease) Increase in Cash | 274,170 | 370,743 | 153,911 | ||||||||
Cash - Beginning of Period | $ 699,324 | $ 328,581 | 328,581 | 328,581 | $ 328,581 | 174,670 | |||||
Cash - End of Period | $ 602,751 | 602,751 | 699,324 | 328,581 | |||||||
Non-cash investing and financing activities: | |||||||||||
Gain on forgiveness of PPP Loan | 231,481 | ||||||||||
Conversion of convertible notes payable and accrued interest into preferred stock | 5,658,888 | 5,658,888 | |||||||||
Conversion of convertible notes payable and accrued interest into common stock | 5,838,209 | ||||||||||
Reclassification of formerly redeemable common stock | |||||||||||
Recognition of ROU asset and lease liability upon adoption of ASC 842 | 182,732 | 182,732 | |||||||||
Accounts payable for deferred offering costs | 1,506,211 | $ 667,224 | $ 25,000 | ||||||||
Warrant modification - incremental value | |||||||||||
Warrant inducement offer - incremental value |
Business Organization, Nature o
Business Organization, Nature of Operations and Basis of Presentation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Business Organization, Nature of Operations and Basis of Presentation | Note 1 – Business Organization, Nature of Operations and Basis of Presentation Organization and Operations Larkspur Health Acquisition Corp. (“Larkspur”), a blank-check special purpose acquisition company, was incorporated in Delaware on March 17, 2021. On December 12, 2022, Larkspur consummated the Business Combination (as defined below) with ZyVersa Therapeutics, Inc. (“Predecessor”) which was incorporated in the State of Florida on March 11, 2014 as Variant Pharmaceuticals, Inc. Pursuant to the terms of the Business Combination Agreement (the “Business Combination Agreement”) (and upon all other conditions of the Business Combination Agreement being satisfied or waived), on the date of the consummation (the “Closing Date”) of the Business Combination and transactions contemplated thereby (the “Business Combination”), Larkspur (“New Parent”) changed its name to ZyVersa Therapeutics, Inc. and the Predecessor changed its name to ZyVersa Therapeutics Operating, Inc. (the “Operating Company”) after merging with a subsidiary of the New Parent, with the Operating Company being the surviving entity, which resulted in it being incorporated in Delaware and it being a wholly-owned subsidiary of the New Parent (collectively the “Successor”). References to the “Company” or “ZyVersa” refer to the Successor for the three and nine months ended September 30, 2023, and to the Predecessor for the three and nine months ended September 30, 2022. ZyVersa is a clinical stage biopharmaceutical company leveraging proprietary technologies to develop first-in-class drugs for patients with chronic renal or inflammatory diseases with high unmet medical needs. The Company’s mission is to develop drugs that optimize health outcomes and improve patients’ quality of life. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of September 30, 2023 and for the nine months ended September 30, 2023 and 2022. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023. The accompanying unaudited condensed consolidated financial statements have been derived from the accounting records of the Company and its consolidated subsidiaries. As a result of the Business Combination, for accounting purposes, Larkspur was the acquirer and Predecessor ZyVersa Therapeutics, Inc. was the acquiree and accounting predecessor. Therefore, the financial statement presentation includes the financial statements of the Predecessor for the periods prior to December 13, 2022 and the Successor for the periods including and after December 13, 2022, including the consolidation of the Operating Company. All significant intercompany balances have been eliminated in the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the accounting rules and regulations of the SEC. On December 4, 2023, the Company effected a reverse stock split in a ratio of 1 share of common stock for 35 issued shares of common stock. Accordingly, all share and per share amounts for all successor periods presented in these financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect the Reverse Split and adjustment of the exercise price of each outstanding equity award, convertible security and warrant as if the transaction had occurred as of the beginning of the earliest period presented. | Note 1 – Business Organization, Nature of Operations and Risks and Uncertainties Business Organization, Nature of Operations and Basis of Presentation Organization and Operations Larkspur Health Acquisition Corp. (“Larkspur”), a blank-check special purpose acquisition company, was incorporated in Delaware on March 17, 2021. On December 12, 2022, Larkspur consummated the Business Combination (see Note 4 – Business Combination for additional details) with ZyVersa Therapeutics, Inc. (“Predecessor”) which was incorporated in the State of Florida on March 11, 2014 as Variant Pharmaceuticals, Inc. On the date of consummation of the Business Combination, Larkspur (“New Parent”) changed its name to ZyVersa Therapeutics, Inc. and the Predecessor changed its name to ZyVersa Therapeutics Operating, Inc. (the “Operating Company”) after merging with a subsidiary of the New Parent, with the Operating Company being the surviving entity, which resulted in it being incorporated in Delaware and it being a wholly-owned subsidiary of the New Parent (collectively the “Successor”). References to the “Company” or “ZyVersa” refer to the Successor for the Successor period from December 13, 2022 to December 31, 2022 and to the Predecessor for the Predecessor period from January 1, 2021 to December 12, 2022. ZyVersa is a clinical stage biopharmaceutical company leveraging proprietary technologies to develop drugs for patients with chronic renal or inflammatory diseases with high unmet medical needs. Our mission is to develop drugs that optimize health outcomes and improve patients’ quality of life. Risks and Uncertainties 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. 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. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. A statement by the Department of the Treasury, the Federal Reserve and the FDIC stated that all depositors of SVB would have access to all of their money after only one business day of closure, including funds held in uninsured deposit accounts. The standard deposit insurance amount is up to $ 250,000 |
Going Concern and Management_s
Going Concern and Management’s Plans | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern and Management’s Plans | Note 2 - Going Concern and Management’s Plans The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. As of September 30, 2023, the Company had cash of approximately $ 1.6 9.7 85.0 5.9 89.9 The Company has not yet achieved profitability and expects to continue to incur cash outflows from operations. The Company will need substantial cash to complete development of its proprietary technologies and is currently managing costs to maintain cash. It is expected that its research and development and general and administrative expenses will continue to increase and, as a result, the Company will eventually need to generate significant product revenues to achieve profitability. Consequently, the Company will be required to raise additional funds through equity or debt financing. Management believes that the Company has access to capital resources and continues to evaluate additional financing opportunities; however, there can be no assurance that it will be successful in securing additional capital or that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to extinguish its working capital deficit, complete its development initiatives or attain profitable operations. The aforementioned conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these financial statements. | Note 2 – Going Concern and Management’s Plans The Company has incurred losses each year since its inception and has a net working capital deficiency as of December 31, 2022. Based upon the cash on hand as of the date the financials were issued, the Company expects that the cash it currently has available will not fund its operations for 12 months from the issuance date of the financial statements. As a result, the Company will be required to raise additional funds through equity or debt financing, and there can be no assurance that it will be successful in securing additional capital. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these financial statements. The Company 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. The Company’s cash flow needs include the planned costs to operate its business, including amounts required to fund research and development, working capital, and capital expenditures. The Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including the Company’s ability to successfully commercialize its products and services, competing technological and market developments, and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings. We intend to raise additional capital in the future to fund operations. If the Company is unable to secure additional capital, it may be required to curtail its research and development initiatives and take additional measures to reduce costs in order to conserve its cash. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment that might become necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 3 – Summary of Significant Accounting Policies Since the date the Company’s December 31, 2022 financial statements were issued in its 2022 Annual Report on Form 10-K for the year ended December 31, 2022, there have been no material changes to the Company’s significant accounting policies. Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the amounts disclosed in the related notes to the financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, fair value calculations for equity securities, derivative liabilities, share based compensation and acquired intangible assets, as well as establishment of valuation allowances for deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that actual results could differ from those estimates. 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 2023 2022 Successor Predecessor September 30, September 30, 2023 2022 Predecessor warrants [1] - 8,699,397 Successor warrants [1] 1,039,295 - Predecessor options - 10,039,348 Successor options 101,695 - Successor Series A Convertible Preferred Stock 714 - Successor Series B Convertible Preferred Stock 20,664 - Predecessor Series A Convertible Preferred Stock - 5,945,045 Predecessor convertible notes payable [2] - 2,977,528 Total potentially dilutive shares 1,162,368 27,661,318 [1] As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 3,404 Successor [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 $ 67.90 Segment Reporting The Company operates and manages its business as one reportable and operating segment. All assets and operations are in the U.S. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. | Note 3 – Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been derived from the accounting records of the Company and its consolidated subsidiaries. As a result of the Business Combination, for accounting purposes, Larkspur Health Acquisition Corp. was the acquirer and ZyVersa Therapeutics, Inc. was the acquiree and accounting predecessor. Therefore, the financial statement presentation includes the financial statements of the Predecessor for the periods prior to December 13, 2022 and the Successor for the periods including and after December 13, 2022, including the consolidation of ZyVersa Therapeutics Operating, Inc. All significant intercompany balances have been eliminated in the consolidated financial statements. The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the accounting rules and regulations of the United States Securities and Exchange Commission (“SEC”). Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the amounts disclosed in the related notes to the financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, fair value calculations for equity securities, derivative liabilities, share based compensation and acquired intangible assets, as well as establishment of valuation allowances for deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that actual results could differ from those estimates. 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, 2022 and 2021, the Company had no cash equivalents. The Company has cash deposits which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. See Note 1 – Risks and Uncertainties. Business Combination In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. In-process research and development (IPR&D) acquired in a business combination is capitalized as an indefinite-lived intangible asset until regulatory approval is obtained, at which time it is accounted for as a definite-lived asset and amortized over its estimated useful life, or discontinuation, at which point the intangible asset will be written off. Long-Lived Assets and Goodwill The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations. Equipment, Net Equipment is stated at cost, net of accumulated depreciation, which is recorded commencing at the in-service date using the straight- line method at rates sufficient to charge the cost of depreciable assets to operations over their estimated useful lives, which is 5 52,000 34,667 24,267 Successor 532 Predecessor 9,869 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. 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 8 – 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. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Leases See Note 3 - Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements for further details on the adoption of ASC 842. Research and Development Research and development expenses are charged to operations as incurred. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. Fair Value of Stock Options and Warrants The Company has computed the fair value of stock options and warrants granted using the Black-Scholes option pricing model. Option forfeitures are accounted for at the time of occurrence. Successor common stock will be valued using the market approach using the trading prices of the common stock on the Nasdaq Global Market. During 2022, the fair value of the Predecessor common stock was determined using a market approach based on the status of the business combination agreement arm’s length discussions with the acquirer at each valuation date and which agreement was ultimately entered into on July 20, 2022 with a Predecessor valuation of $ 85 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 FinancialDesignationPredecessorAndSuccessorFixedList December 31, 2022 December 12, 2022 December 31, 2021 Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor Predecessor Successor Predecessor December 31, 2022 December 12, 2022 December 31, 2021 Predecessor warrants [1] - 8,560,561 2,154,351 Successor warrants [1] [5] 246,534 - - Predecessor options - 10,039,348 8,755,179 Successor options 56,950 - - Predecessor Series A Convertible Preferred Stock - 6,406,210 - Successor Series A Convertible Preferred Stock 24,671 (3) - - Successor Series B Convertible Preferred Stock 14,465 (4) - - Predecessor convertible notes payable [2] - - 3,400,187 Total potentially dilutive shares 342,620 25,006,119 14,309,717 [1] As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 3,404 Successor [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 [3] Does not include an additional 98,686 [4] Does not include an additional 6,199 [5] Does not include an additional 98,686 Segment Reporting The Company operates and manages its business as one reportable and operating segment. All assets and operations are in the U.S. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. 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 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 financial statements. In August 2020, the FASB issued ASU 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, to clarify the accounting for certain financial instruments with characteristics of liabilities and equity. The amendments in this update reduce the number of accounting models for convertible debt instruments and convertible preferred stock by removing the cash conversion model and the beneficial conversion feature model. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital. In addition, this ASU improves disclosure requirements for convertible instruments and earnings-per-share guidance. The ASU also revises the derivative scope exception guidance to reduce form-over-substance-based accounting conclusions driven by remote contingent events. The amendments in this update are effective for our fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption will be permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company early adopted ASU 2020-06 effective January 1, 2021 which eliminated the need to assess whether a beneficial conversion feature needs to be recognized upon the issuance of new convertible instruments. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment will be effective for private companies and emerging growth companies for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 on December 31, 2022, effective January 1, 2022 and the adoption of this ASU resulted in the recording of right-of-use assets and lease liabilities for the Company’s operating leases in the approximate amounts of $ 182,732 199,642 16,910 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. |
Business Combination, Goodwill
Business Combination, Goodwill and In-Process Research and Development | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Business Combination, Goodwill and In-Process Research and Development | Note 4 – Business Combination, Goodwill and In-Process Research and Development On December 12, 2022, Larkspur consummated the Business Combination with ZyVersa Therapeutics, Inc. (see Note 1 – Business Organization, Nature of Operations and Basis of Presentation). The Company accounted for the Business Combination as a forward acquisition of the Operating Company, as it was determined that the Operating Company was a variable interest entity as of the date of the Business Combination. The New Parent was determined to be the primary beneficiary, as its ownership provides the power to direct the activities of the Operating Company and the obligation to absorb the losses and/or receive the benefits of the Operating Company. Given the non-recurring nature of Larkspur’s activities as a SPAC, pro forma financial data combining the pre-Business Combination results of both Larkspur and the Operating Company would not be meaningful and have not been presented. Purchase Price Allocation The Business Combination was recorded using the acquisition method of accounting and the initial purchase price allocation was based on the Company’s preliminary assessment of the fair value of the purchase consideration and the fair value of the Operating Company’s tangible and intangible assets acquired and liabilities assumed at the date of acquisition. At December 31, 2022, the purchase price allocation was not complete due to the proximity of the acquisition date to the calendar year end. As of June 30, 2023, the preliminary estimates of the acquisition-date fair value of the purchase consideration and the preliminary estimates of the purchase price allocation were confirmed, do not require measurement period adjustments, and were considered final. The acquisition-date fair value of the elements of the purchase consideration were estimated using a market approach with Level 1 inputs (observable inputs) in the case of the fair value of the Successor’s common stock and Level 3 inputs (unobservable inputs) in the case of the fair value attributed to the Successor warrants and options. The acquiror was obligated to replace the Operating Company’s existing warrants and options pursuant to the Business Combination Agreement. Accordingly, it was necessary to allocate the fair value of the replacement warrants and options between purchase consideration (the fair value attributable to pre-combination services) and compensation for post-combination services. The fair value of the replacement warrants and options attributable to post-combination services was $ 584,260 1,731,237 The final estimates of the acquisition-date fair value of the purchase consideration were as follows: Schedule of Fair Value of the Purchase Consideration Successor common stock $ 67,197,300 Successor warrants 12,190,015 Successor options 11,864,556 Total fair value of the purchase consideration $ 91,251,871 The final acquisition-date fair values of the assets acquired and liabilities assumed (see the table below) were determined by management, with the assistance of a third-party valuation expert specifically for the in-process research and development (“IPR&D”). The estimated fair value of the IPR&D assets was determined using the “income approach” which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life using Level 3 inputs. Some of the more significant assumptions utilized in the valuations include the estimated net cash flows for each year for each asset, the appropriate discount rate necessary to measure the risk inherent in the future cash flows, the life cycle of each asset, the potential regulatory and commercial success risk, royalties on net sales, as well as other factors. There are inherent uncertainties related to these factors and management’s judgment in applying them to arrive at the estimated fair values. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill, which management believes is attributable to the assembled workforce and other intangible assets that do not qualify for separate recognition. Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill Current assets, including cash of $ 699,324 $ 1,093,223 In-process research and development 100,086,329 Goodwill 11,895,033 Other non-current assets 64,523 Total assets acquired 113,139,108 Current liabilities 10,818,204 Deferred tax liabilities 11,069,033 Total assumed liabilities 21,887,237 Net assets acquired $ 91,251,871 IPR&D recorded for book purposes is considered an indefinite-lived intangible asset until the completion or the abandonment of the research and development efforts. Because the acquisition was structured as a stock sale, the IPR&D and the goodwill do not have any tax basis and will not be deductible for tax purposes. Impairment While management did not identify any unfavorable developments related to its IPR&D assets, management did determine that it was more likely than not that the Company’s single reporting unit’s fair value was below its carrying amount, due to a significant and sustained decline in the Company’s market capitalization. Accordingly, it was necessary to perform interim impairment testing as of June 30, 2023. The fair value of the Company was determined using an income approach. The income approach was based on the present value of the future cash flows, which were derived from financial forecasts and required significant assumptions and judgment, including the estimated net cash flows for each year for each asset, the appropriate discount rate necessary to measure the inherent risk of the future cash flows, the life cycle of each asset, the potential regulatory and commercial success risk, royalties on net sales, as well as other factors. The resulting estimated fair value was reconciled to the Company’s market capitalization. The reconciliation included an estimated implied control premium of approximately 100% above the Company’s market capitalization on June 30, 2023. The summation of the Company’s goodwill and IPR&D fair values, as indicated by the Company’s discounted cash flow calculations, were compared to the Company’s consolidated fair value, as indicated by the Company’s market capitalization, to evaluate the reasonableness of the Company’s calculations. The Company’s determination of a reasonable control premium that an investor would pay, over and above market capitalization for a control position, included a number of factors: ● Market control premium. The identification of recent public market information of comparable peer acquisition transactions. The selection of comparable peer acquisition transactions is subject to judgment and uncertainty. ● Impact of low public float and limited trading activity on market capitalization: A significant portion of the Company’s common shares are owned by a concentrated number of investors. The public float of the Company’s common shares, calculated as the percentage of common shares freely traded by public investors divided by the Company’s total shares outstanding, is significantly lower than that of the Company’s publicly traded peers. Based on the Company’s evaluation of third-party market data, we believe there is an inherent discount impacting the Company’s share price due to the low public float and limited trading volume, thus impacting the Company’s market capitalization. As a result of the Company’s analysis, on June 30, 2023, the Company fully impaired its $ 11.9 69.3 The Company determined that there were no new events or circumstances as of September 30, 2023 that indicate that the fair value of the IPR&D has decreased below its carrying value and intends to perform its annual impairment testing as of October 1, 2023. | Note 4 – Business Combination Business Combination, Goodwill and In-Process Research and Development On July 20, 2022, the Operating Company entered into a Business Combination Agreement, (the “Business Combination Agreement”), with Larkspur, Larkspur Merger Sub Inc. (“Merger Sub” a wholly owned subsidiary of Larkspur) and Stephen Glover, in his capacity as the representative of the shareholders of the Operating Company. Larkspur was a blank-check special purpose acquisition company (“SPAC”) that became a public company as a result of completing its initial public offering on December 23, 2021 and it was formed for the purpose of effecting a combination with a private company business that could benefit by gaining access to the capital that can be raised because its shares are publicly traded on Nasdaq. On December 12, 2022, the Business Combination was consummated following a special meeting of stockholders on December 8, 2022, where the stockholders of Larkspur, considered and approved, among other matters, a proposal to adopt the Business Combination Agreement. Further information regarding the Business Combination is set forth in (i) the proxy statement / prospectus included in the registration statement on Form S-4 (File No. 333-266838), as amended and supplemented, originally filed with the SEC on August 12, 2022 and declared effective by the SEC on November 14, 2022; and (ii) the Current Report on Form 8-K filed with the SEC on July 22, 2022. The Business Combination included the following transactions: ● The Operating Company merged into Merger Sub with the result that the Operating Company was the surviving entity and incorporated in Delaware. ● The Operating Company’s common stockholders exchanged their 33,845,335 shares of Predecessor common stock (includes 33,514,004 permanent equity shares and 331,331 temporary equity shares) for 191,992 shares of the Successor ’s common stock based on the established exchange ratio of 176.28 . Those Predecessor common stock shares were canceled and the New Parent only owns one share of the Operating Company. Accordingly, the Operating Company became a wholly-owned subsidiary of the New Parent. ● The 10,039,348 outstanding Predecessor options were exchanged for 56,950 outstanding Successor options. The number of Successor options issued to Predecessor option holders was determined after giving effect to an exchange ratio of 176.28 . The exercise price of each of the corresponding options was also adjusted by the exchange ratio. ● The 8,560,561 outstanding Predecessor warrants were exchanged for 48,561 outstanding Successor warrants. The number of Successor warrants issued to Predecessor warrant holders was determined after giving effect to an exchange ratio of 176.28 . The exercise price of each of the corresponding warrants was also adjusted by the exchange ratio. The Company accounted for the Business Combination as a forward acquisition of the Operating Company as it was determined that the Operating Company was a variable interest entity as of the date of the Business Combination. The New Parent is the primary beneficiary as its ownership provides the power to direct the activities of the Operating Company and the obligation to absorb the losses and/or receive the benefits of the Operating Company. The Business Combination was recorded using the acquisition method of accounting and the initial purchase price allocation was based on our preliminary assessment of the fair value of the purchase consideration and the fair value of the Operating Company’s tangible and intangible assets acquired and liabilities assumed at the date of acquisition. The purchase price allocation is not complete due to the proximity of the acquisition date to calendar year end and will be refined during the permitted twelve-month measurement period. The preliminary estimates of the acquisition-date fair value of the purchase consideration were estimated using a market approach with Level 1 inputs (observable inputs) in the case of the fair value of the Successor’s common stock and Level 3 inputs (unobservable inputs) in the case of the fair value attributed to the Successor warrants and options. The acquiror was obligated to replace the Operating Company’s existing warrants and options pursuant to the Business Combination Agreement. Accordingly, it was necessary to allocate the fair value of the replacement warrants and options between purchase consideration (the fair value attributable to pre-combination services) and compensation for post-combination services. The fair value of the replacement warrants and options attributable to post-combination services was $ 584,260 1,731,237 The preliminary estimates of the acquisition-date fair value of the purchase consideration were as follows: Schedule of Fair Value of the Purchase Consideration Successor common stock $ 67,197,300 Successor warrants 12,190,015 Successor options 11,864,556 Total fair value of the purchase consideration $ 91,251,871 The preliminary acquisition-date fair values of the assets acquired were estimated by management, but will eventually be refined and, especially for the in-process research and development, will include estimates using an income approach. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill. Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill Current assets, including cash of $ 699,324 $ 1,093,223 In-process research and development 100,086,329 Goodwill 11,895,033 Other non-current assets 64,523 Total assets acquired 113,139,108 Current liabilities 10,818,204 Deferred tax liabilities 11,069,033 Total assumed liabilities 21,887,237 Net assets acquired $ 91,251,871 In-process research and development recorded for book purposes is considered an indefinite-lived intangible asset until the completion or the abandonment of the research and development efforts. Because the acquisition was structured as a stock sale, the in-process research and development and the goodwill is not expected to have any tax basis and isn’t expected to be deductible for tax purposes. The Predecessor incurred approximately $ 2.1 Given the non-recurring nature of Larkspur’s activities as a SPAC, pro forma financial data combining the pre-Business Combination results of both Larkspur and the Operating Company would not be meaningful and have not been presented. The Successor sold Series A Preferred Stock for net proceeds of $ 8,635,000 |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Note Receivable | |
Note Receivable | Note 5 – Note Receivable On December 13, 2020, 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 L&F is required to immediately prepay the L&F Note and all accrued and unpaid interest on the L&F Note with the following: (a) 100% of the proceeds of the second $ 500,000 6,000 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Accrued Expenses and Other Current Liabilities | Note 5 – Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following as of September 30, 2023 and December 31, 2022: Schedule of Accrued Expenses and Other Current Liabilities September 30, December 31, 2023 2022 L&F milestone payment liability $ 500,000 $ 1,500,000 L&F Note [1] - (351,579 ) L&F, net 500,000 1,148,421 Payroll accrual 894,416 584,226 Other accrued expenses 31,969 214,229 Federal income tax payable 129,922 106,683 Bonus accrual 1,212,359 - Registration delay liability [2] 6,819 - Total accrued expenses and other current liabilities $ 2,775,485 $ 2,053,559 [1] See Note 8 – “Commitments and Contingencies” for details of the forgiveness of the L&F Note. [2] See Note 9 – “Stockholders’ Permanent and Temporary Equity” for details of the registration delay liability. | Note 6 – Accrued Expenses and Other Current Liabilities As of December 31, 2022 and 2021, accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities 2022 2021 For the Years Ended December 31, 2022 2021 L&F milestone payment liability $ 1,500,000 $ 1,500,000 L&F Note (351,579 ) (351,579 ) L&F, net 1,148,421 1,148,421 Payroll accrual 584,226 - Other accrued expenses 214,229 - Federal income tax payable 106,683 - Accrued interest - 748,767 Deferred rent - 16,913 Bonus accrual Registration delay liability Total accrued expenses and other current liabilities $ 2,053,559 $ 1,914,101 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 7 – 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 25,000 6 20 20 20 3.25 80 3.25 373,000 64,342 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 The Company analyzed the embedded features of the 2021 Notes and determined that the 2021 Notes contained (i) an automatic conversion upon a Qualified Debt Financing which did not require bifurcation, (ii) an automatic conversion upon a Qualified Equity Financing at a fixed price of $3.25 per share which did not require bifurcation, (iii) an automatic conversion upon a Change of Control at a fixed price of $3.25 per share which did not require bifurcation, and (iv) a redemption feature upon default which did not require bifurcation. 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. The Company is required to pay a cash fee equal to 8 228,236 For the period December 13, 2022 through December 31, 2022 the Successor 0 During the periods ended December 12, 2022 and December 31, 2021, the Predecessor recorded amortization of debt discount as interest expense in the statements of operations of $ 709,608 317,833 Automatic Conversion On July 8, 2022, as a result of an additional Predecessor 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 On December 12, 2022, the Company closed on the Business Combination (see Note 4 – Business Combination) which met the legal definition of a reverse merger with a publicly traded company (albeit for accounting purposes it was a forward merger). Accordingly, such Business Combination met the definition of a Qualified Offering and, as such, the $ 3,961,000 of Notes principal, $ 709,608 of related accrued interest and $ 1,167,601 of derivative liabilities, were automatically converted into 2,940,537 shares of Predecessor common stock, which in tur n were exchanged for 16,681 shares of Succes sor common stock. The automatic conversion was pursuant to the share-settled redemption feature included in the original terms of the Notes which resulted in a conversion price of $ 1.58835 ( 80% of the $ 1.98542 |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivative Liabilities | Note 6 – Derivative Liabilities As of January 1, 2022, the Company had Level 3 derivative liabilities that were measured at fair value at issuance, related to the redemption features and put options of certain convertible notes. The redemption features were valued using a combination of a discounted cash flow and a Black-Scholes valuation technique. There were no During the three and nine months ended September 30, 2022, the Predecessor recorded a loss on the change in the fair value of the derivative liabilities of $ 228,100 420,000 | Note 8 – Derivative Liabilities As of January 1, 2021, the Company had Level 3 derivative liabilities that were measured at fair value at issuance, related to the redemption features and put options of the Notes. See Note 7 - 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. On December 12, 2022, upon the closing of the Business Combination (see Note 4 – Business Combination), the Notes automatically converted into 2,940,537 1.58835 80 1.98542 5,838,209 186,401 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, 2021 $ 788,700 Change in fair value of derivative liabilities (228,100 ) Ending balance as of December 31, 2021 $ 560,600 Change in fair value of derivative liabilities 607,001 Reclassify to equity upon conversion of the Notes (1,167,601 ) Ending balance on December 12, 2022 $ - There were no derivative liabilities as of December 31, 2022. 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 Schedule of Derivative Liabilities Fair Value Assumption December 31, 2021 Fair value of common stock on date of issuance $ 3.25 Risk free interest rate 0.06 0.19 % Expected term (years) 0.00 0.50 Expected volatility 75 % Expected dividends 0.00 % |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 7 – Income Taxes The tax provisions for the nine months ended September 30, 2023 and 2022 were computed using the estimated effective tax rates applicable to the taxable jurisdictions for the full year. The Company’s tax rate is subject to management’s quarterly review and revision, as necessary. The Company’s effective tax rate was 9.44 0 9.44 | Note 9 – 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 December 31, 2022 December 12, 2022 December 31, 2021 Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor Predecessor Successor Predecessor For the period For the period December 13 January 1 For the year December 31, 2022 December 12, 2022 December 31, 2021 Deferred tax benefit: Federal $ (151,625 ) $ (2,191,344 ) $ (1,480,472 ) State (34,844 ) (482,283 ) (763,612 ) Deferred tax benefit (186,469 ) (2,673,627 ) (2,244,084 ) Change in valuation allowance (558,581 ) 2,673,627 2,244,084 Provision for income taxes $ (745,050 ) $ - $ - 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 December 31, 2022 December 12, 2022 December 31, 2021 Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor Predecessor Successor Predecessor For the period For the period December 13 through January 1 through For the year ended December 31, 2022 December 12, 2022 December 31, 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % State tax rate, net of federal benefit 3.6 % 3.6 % 3.7 % Permanent items (1.9 %) (5.4 %) (0.9 %) Nondeductible basis difference 0.0 % 0.0 % 0.1 % Effect of change in state rate 0.0 % (0.1 %) 3.9 % Prior period adjustments and other 0.0 % (0.1 %) 0.0 % Change in valuation allowance 68.1 % (19.0 %) (27.8 %) Effective income tax rate 90.8 % (0.0 %) 0.0 % Deferred tax assets and liabilities consist of the following: Schedule of Deferred Tax Assets and Liabilities December 31, 2022 December 12, 2022 December 31, 2021 Successor Predecessor Predecessor Successor Predecessor December 31, 2022 December 12, 2022 December 31, 2021 Net operating loss carryforwards $ 6,671,907 $ 6,639,882 $ 4,930,055 Stock-based compensation expense 2,936,945 4,084,595 3,220,799 Capitalized research and development costs 2,421,390 2,362,939 2,199,126 Capitalized start-up costs 1,121,802 565,530 620,016 Capitalized licensing costs 687,926 689,820 735,485 Derivative liabilities - - 6,388 Capitalized patents 288,123 273,682 235,065 Warrants 133,203 238,768 239,307 Accrued payroll 71,830 - - Contributions carryforward 2,833 2,833 2,840 Lease liabilities 26,794 - - Deferred rent - - 4,176 Deferred tax assets 14,362,753 14,858,049 12,193,257 Valuation allowance - (14,853,648 ) (12,180,021 ) Deferred tax assets 14,362,753 4,401 13,236 Deferred debt discount - - (6,388 ) Right-of-use asset (24,236 ) - - In-process research and development (24,658,231 ) - - Fixed assets (4,270 ) (4,401 ) (6,848 ) Deferred tax liabilities (24,686,737 ) (4,401 ) (13,236 ) Deferred tax assets, net $ (10,323,984 ) $ - $ - On December 31, 2022, the Successor 27,515,427 20,567,703 27,385,445 20,446,200 20,458,902 14,644,000 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 12, 2022 and December 31, 2021, management believed that uncertainty existed with respect to future realization of the Predecessor deferred tax assets and has, therefore, established full valuation allowances as of those dates. Thus, the Predecessor recorded an increase in the valuation allowance of $ 2,673,627 2,244,084 As a result of the December 12, 2022 Business Combination and the availability of new deferred tax liabilities (a) the Predecessor released its $ 14,853,648 Successor 558,581 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, 2022 and 2021. 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, 2022 and 2021 and no tax related interest or penalties were incurred during those years. The Company’s tax returns beginning with the year ended December 31, 2019 remain subject to examination. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 8 – Commitments and Contingencies Litigations, Claims and Assessments In the ordinary course of business, the Company may be involved in legal proceedings, claims and assessments. The Company records contingent liabilities resulting from such claims, if any, when a loss is assessed to be probable and the amount of the loss is reasonably estimable. License Agreements L&F Research LLC The Company entered into a License Agreement with L&F Research LLC (“L&F Research”) effective December 15, 2015, as amended (the “L&F License Agreement”) pursuant to which L&F granted us an exclusive royalty-bearing, worldwide, sublicensable license under the patent and intellectual property rights and know-how specific to and for the development and commercialization of VAR 200, for the treatment, inhibition or prevention of kidney disease in humans and symptoms thereof, including focal segmental glomerulosclerosis. On February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waived L&F’s right to terminate the L&F License Agreement or any other remedies, for non-payment of the First Milestone Payment, until (a) March 31, 2023 as to $1,000,000 of such milestone payments (“Waiver A”) and (b) January 31, 2024 as to $500,000 milestone payments (“Waiver B”). 351,579 648,421 March 31, 2023 500,000 January 31, 2024 30,000,000 On March 29, 2023, the Company forgave $ 351,579 in aggregate principal amount outstanding on a certain note and paid $ 648,421 of cash to L&F, thus meeting the conditions of Waiver A. L&F’s put option expired upon meeting the Waiver A conditions, which resulted in a reclassification of 1,880 shares of common stock and $ 331,331 classified as temporary equity to permanent equity. Operating Leases On January 18, 2019, the Predecessor entered into a lease agreement for approximately 3,500 89,000 497,000 The Successor 38,885 116,083 42,225 118,519 A summary of the Company’s right-of-use assets and liabilities is as follows: Schedule of Right of Use Assets and Liabilities Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor For the Nine For the Nine Months Ended Months Ended September 30, September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating activities $ 74,405 $ 67,567 Right-of-use assets obtained in exchange for lease obligations Operating leases $ - $ - Weighted Average Remaining Lease Term Operating leases 0.34 1.34 Weighted Average Discount Rate Operating leases 6.5 % 6.5 % Future minimum payments under these operating lease agreements are as follows: Schedule of Future Minimum Payments Under Lease Amount October 1, 2023 to December 31, 2023 $ 34,822 Less: amount representing imputed interest (472 ) Total $ 34,349 | 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 for the license agreement that provided for the following amendments: (i) partially extended the timing of payment of $ 1,000,000 of milestone cash payments associated with the successful completion of Phase 1 clinical trials ($ 500,000 payable upon commencement of Phase 2a clinical trials (the “Phase 1/2 Milestone”) and $ 500,000 payable upon the one year anniversary of the Phase 1/2 Milestone (“First Anniversary Milestone”); and (ii) upon the condition that L&F exercises its warrant upon achievement of the Phase 1/2 Milestone, the $ 351,579 exercise price is to be withheld from the cash payment due to L&F in connection with the Phase 1/2 Milestone. See Note 4 – Note Receivable for further details around promissory note agreement entered into upon the exercise of warrants by L&F and Note 11 – Stockholders’ Equity – Put Option for discussion about the put option agreement entered into by the Company and L&F in connection with the L&F Note Agreement. On March 7, 2022, 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 On December 23, 2022, the Company and L&F executed a Waiver Agreement that waives L&F’s right to terminate the license agreement or any other remedies, for non-payment of the $ 1,500,000 See Note 13 – Subsequent Events for additional details regarding the L&F license agreement. InflamaCORE On April 18, 2019, the Company entered into a license agreement with InflamaCORE, LLC (“InflamaCORE”) whereby InflamaCORE agreed to grant the Predecessor an exclusive license to the InflamaCORE Program Technology. The term of the license agreement shall commence on the effective date and, unless earlier terminated in accordance with the terms of the agreement, continue until the expiration of the last-to-expire of all royalty payment obligations of licensee. In conjunction with this license agreement, InflamaCORE entered into an agreement with the University of Miami to aggregate all of the intellectual property and technology developed by InflamaCORE scientists, who are all employees of the University of Miami, under the InflamaCORE umbrella. The term of the agreement shall commence on the effective date and shall remain in effect until the later of (a) the date on which all issued patents and filed patent applications within the patent rights have expired or been abandoned and no royalties are due or (b) twenty (20) years, unless earlier terminated in accordance with the terms of the agreement. The two agreements were executed with the understanding that ZyVersa will further develop the intellectual property and technology under the license agreement. In consideration for the license, the Predecessor agreed to pay an up-front fee to InflamaCORE in the amount of $ 346,321 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 Predecessor entered into a lease agreement for approximately 3,500 89,000 497,000 The Successor 7,795 148,881 148,125 See Note 3 – Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements for information related to the Company’s adoption of the new lease accounting standard and the recognition of a right-of-use asset and operating lease liability. A summary of the Company’s right-of-use assets and liabilities is as follows: Schedule of Right of Use Assets and Liabilities Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor December 31, 2022 December 12, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating activities $ 4,786 $ 86,100 Right-of-use assets obtained in exchange for lease obligations Operating leases $ - $ - Weighted Average Remaining Lease Term Operating leases 1.08 1.08 Weighted Average Discount Rate Operating leases 6.5 % 6.5 % Future minimum payments under these operating lease agreements are as follows: Schedule of Future Minimum Payments Under Lease Amount Future minimum payments $ 112,916 Less: amount representing imputed interest (4,160 ) Total $ 108,756 |
Stockholders_ Permanent and Tem
Stockholders’ Permanent and Temporary Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Stockholders’ Permanent and Temporary Equity | Note 9 – Stockholders’ Permanent and Temporary Equity Common Stock On June 5, 2023, the Company issued 86,976 shares of common stock valued at $ 1.2 million to certain investors in a private placement (including to certain members of the Company’s sponsor) in exchange for increasing the duration of their lockup period until July 31, 2023 with respect to an aggregate of 56,507 shares of common stock underlying all securities of the Company held by such investors. The $ 1,156,778 fair value of the common stock issued was recorded in general and administrative expense in the Statement of Operations during the nine-months ended September 30, 2023. During the nine months ended September 30, 2023, the Company entered into investor marketing agreements with two vendors in which the Company issued an aggregate of 14,571 shares of common stock and cash in exchange for marketing services. The $ 605,200 fair value of the common stock was established as a prepaid expense and the Company is recognizing the expense over the terms of the contracts. Equity Offerings On April 28, 2023, the Company completed an offering of 314,729 shares of common stock and warrants to purchase 314,729 shares of common stock for gross proceeds of $ 11.0 million (the “Registered Offering”). Each share of common stock was sold together with a five-year warrant to purchase one share of common stock at an exercise price of $ 35.00 per share, which was exercisable upon issuance. The Company determined that the warrant should be equity-classified, primarily because it is indexed to the Company’s own stock and it met the requirements for equity classification. Accordingly, because both the common stock and the warrant are equity-classified, it wasn’t necessary to allocate the proceeds or the issuance costs to the respective securities. Total issuance costs were $ 1,184,482 including $ 440,620 of placement fees, $ 455,332 of legal fees, $ 259,774 of accounting and professional service costs related to the offering, and $ 28,756 of other costs. On July 26, 2023, the Company completed a public offering of 93,030 shares of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 270,606 shares of common stock and common warrants (the “July 2023 Warrants”) to purchase 363,636 shares of common stock at a combined public offering price of $ 5.78 per share which resulted in gross proceeds of $ 2.1 million (the “July 2023 Offering”). The Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all Pre-Funded Warrants are exercised in full, and have an exercise price of $ 0.0035 per share. The July 2023 Warrants are exercisable immediately for a term of five years and have an exercise price of $ 5.78 per share. The Company determined that both warrants should be equity-classified, primarily because they are indexed to the Company’s own stock and they met the requirements for equity classification. Accordingly, because the common stock and both warrants are equity-classified, it wasn’t necessary to allocate the proceeds or the issuance costs to the respective securities. Total issuance costs were $ 523,115 including $ 125,943 of placement fees, $ 236,091 of legal fees, $ 87,037 of accounting and professional service costs related to the offering, $ 26,744 of other costs, and $ 47,300 incremental fair value of the modified warrants as compared to the original warrants (see Stock Warrants below). Redemptions 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 On August 3, 2023, the Company entered into a redemption agreement and release with an investor which resulted in the Company, on August 4, 2023, redeeming 150 of the 200 remaining shares of Series A Convertible Preferred Stock and warrants to purchase 2,464 shares of common stock at an exercise price of $ 70.00 per share for a cash payment of $ 230,000 . The Company recognized an $ 84,315 deemed dividend during the three months ended September 30, 2023, as a result of the extinguishment accounting associated with the redemption. Triggering of Down Round Provisions As a result of the Registered Offering, (a) the exercise price of the Series A Warrants to purchase 24,671 shares of common stock at an exercise price of $ 402.50 per share that were issued to participants in the original PIPE financing had the exercise price reset to its floor price of $ 70.00 per share, while becoming exercisable for 141,861 shares of common stock (which resulted in the recognition of a $ 1.4 million deemed dividend); (b) the remaining 235 shares of Series A Preferred Stock had their $ 350.00 original conversion price reset to the floor conversion price of $ 70.00 per share of common stock (which resulted in the recognition of a $ 37,000 deemed dividend); and (c) the $ 350.00 original conversion price of the 5,062 shares of Series B Preferred Stock issued in connection with the Business Combination reset to its floor price of $ 245.00 per share of common stock (which resulted in the recognition of a $ 0.1 million deemed dividend). Conversion of Series A Preferred Stock Following the triggering of the down round provision, the holders of 35 shares of Series A Preferred Stock converted into 500 shares of common stock at the new conversion price of $ 70.00 per share. 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 September 30, 2023, the Successor 243,045 38,224 281,269 494,022 67,608 426,414 For the nine months ended September 30, 2023, the Successor 896,249 117,320 778,929 3,131,708 619,363 2,512,345 1,324,176 1.7 Stock Options On January 27, 2023, the Company granted ten -year stock options to purchase 2,858 shares of Successor common stock, with an aggregate grant date value of $ 184,426 to its newly appointed Chief Medical Officer and Senior Vice President of Medical Affairs as inducement for entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4) under the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”). The stock options vest annually over three years and have an exercise price of $ 73.85 per share. On March 10, 2023, the Company granted ten -year stock options to purchase 372 shares of Successor common stock to employees of the Company under the 2022 Plan. The stock options have an aggregate grant date value of $ 23,770 , vest annually over three years and have an exercise price of $ 79.10 per share. Of the 372 shares, 143 shares were issued to the son of an executive officer of the Company. On May 24, 2023, the Company granted ten -year stock options to purchase 41,523 shares of Successor common stock to employees and directors of the Company under the 2022 Plan. The stock options have an aggregate grant date value of $ 555,004 , of which $ 499,660 vest annually over three years and $ 55,344 vest immediately, and have an exercise price of $ 15.40 per share. The grant date fair value of stock options granted during the three and nine months ended September 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 Nine For the Nine Months Ended Months Ended Months Ended Months Ended September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Fair value of common stock on date of grant n/a n/a $ 15.26 - $ 78.05 $ 2.27 3.00 Risk free interest rate n/a n/a 3.53 4.27 % 1.68 3.01 % Expected term (years) n/a n/a 6.00 3.53 6.00 Expected volatility n/a n/a 120 123 % 111 119 % Expected dividends n/a n/a 0.00 % 0.00 % A summary of the option activity for the nine months ended September 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 56,999 $ 366.29 Granted 44,753 19.52 Exercised - - Forfeited - - Outstanding, September 30, 2023 101,752 $ 220.65 6.6 $ - Exercisable, September 30, 2023 56,284 $ 333.65 5.2 $ - The following table presents information related to stock options as of September 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 $ 15.25 41,523 10 4,286 $ 73.85 2,858 - - $ 79.10 372 - - $ 176.05 18,952 2.3 18,952 $ 396.55 351 8.8 351 $ 405.30 20,819 5.5 20,819 $ 572.60 16,877 7.7 11,876 101,752 5.2 56,284 Stock Warrants On July 26, 2023, in connection with the July 2023 Offering (see Equity Offerings above), the Company amended the exercise price of certain warrants to purchase 39,373 shares of common stock for three investors from $ 35.00 to $ 5.78 per share and the expiration date was modified from April 28, 2028 to July 28, 2028. The $ 47,300 incremental fair value of the modified warrants as compared to the original warrants was recognized as an additional issuance cost of the July 2023 Offering. On August 2, August 8 and September 8, 2023, a July 2023 Offering investor exercised pre-funded warrants to purchase 270,607 shares of common stock at an exercise price of $ 0.0035 per share for total proceeds of $ 947 . Between September 13 and September 18, 2023, the Company initiated a limited time program, which at the election of the warrant holder, would permit them to immediately exercise their July 2023 Warrants at a reduced exercise price of $ 4.75 per share and they would also be granted new 5.5 year warrants to purchase an equal number of shares of common stock at an exercise price of $ 4.75 per share. The new warrants are not exercisable for the first six months. Under the program, warrants to purchase an aggregate of 203,464 shares of common stock were exercised on September 14, 2023 for gross proceeds of $ 966,400 less total issuance costs of $ 208,702 . Issuance costs include placement agent fees of $ 57,980 , legal costs of $ 16,131 , and warrant modification costs of $ 134,591 . Because the modification represented a short-term inducement, modification accounting was only performed on the warrants that were actually exercised under the program. The Company recognized the $ 134,591 modification date incremental value of the modified warrants and additional warrants issued as compared to the original warrants, as an issuance cost of the warrant exercise. The issuance date fair value of stock warrants issued during the three and nine months ended September 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 Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor Successor Predecessor Successor Predecessor Successor Predecessor For the Three For the Three For the Nine For the Nine Months Ended Months Ended Months Ended Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Fair value of common stock on date of grant $ 4.90 - $ 5.95 n/a $ 4.90 - $ 35.00 n/a Risk free interest rate 4.09% 4.42 % n/a 3.51 4.42 % n/a Expected term (years) 4.9 5.5 n/a 5 n/a Expected volatility 121 123 % n/a 121 123 % n/a Expected dividends n/a n/a n/a n/a A summary of the warrant activity for the nine months ended September 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 246,594 $ 376.11 Issued 1,152,467 13.58 Exercised (474,071 ) 5.33 Forfeited (2,796 ) 109.69 Repriced - Old [1] (24,672 ) 402.50 Repriced - New [1] 141,868 70.00 Repriced - Old [2] (39,372 ) 35.00 Repriced - New [2] 39,372 5.78 Repriced - Old [3] (203,464 ) 5.78 Repriced - New [3] 203,464 4.75 Outstanding, September 30, 2023 1,039,384 $ 100.25 4.6 $ - Exercisable, September 30, 2023 832,690 $ 123.37 4.4 $ - [1] Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 24,671 70.00 [2] Warrants represent the reset of the exercise price of certain April 28, 2023 offering warrants to purchase 39,371 5.79 [3] Warrants represent the reset of the exercise price of certain July 26, 2023 offering warrants to purchase 203,463 4.75 The following table presents information related to stock warrants as of September 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 $ 4.75 203,464 n/a - $ 5.78 199,555 4.8 199,555 $ 35.00 275,378 4.6 275,378 $ 70.00 139,403 4.2 139,403 $ 176.05 2,994 1.3 998 $ 241.50 36,363 4.2 36,363 $ 402.50 173,306 4.2 173,306 $ 405.30 8,921 0.2 8,921 1,039,384 4.4 833,924 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 24,671 shares of common stock, at a purchase price of $ 35,000 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 above.) As of the filing date of this document, the Company expects to have to make additional Registration Delay Payments of approximately $ 6,819 in the aggregate subsequent to September 30, 2023 and prior to curing the Effectiveness Failure | 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, 31,138 shares of Successor common stock of the Successor are authorized for issuance as of December 12, 2022. The number of shares of common stock available for issuance under the 2022 Plan shall automatically increase on the first trading day of January each calendar year during the term of the 2022 Plan, beginning with calendar year 2023, by an amount equal to four percent (4%) of the total number of shares of Successor common stock outstanding on the last trading day in December of the immediately preceding calendar year. The 2022 Plan provides for the issuance of incentive stock options, non-statutory stock options, rights to purchase common stock, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants of the Company and its affiliates. The 2022 Plan requires the exercise price of stock options to be not less than the fair value of the Company’s common stock on the date of grant. As of December 31, 2022, there were 31,138 Successor shares available for future issuance under the 2022 Plan. 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 shares of Predecessor common stock subject to the Put Option were exchanged for 1,880 shares of Successor common stock at a price of $ 176.28 per share. The put option has the practical effect of making the underlying shares of common stock redeemable. As a result, they are classified as temporary equity on the face of both the Successor and Predecessor balance sheets. 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 shares of Predecessor Series A Preferred Stock automatically converted into 6,406,210 shares of Predecessor common stock and five-year Predecessor Series A Warrants to purchase 6,406,210 shares of Predecessor common stock, which were then exchanged for 36,340 shares of Successor common stock and five-year warrants to purchase 36,340 shares of Successor common stock at an exercise price of $ 241.50 per share. The conversion of equity classified preferred stock that converts pursuant to the original terms of the preferred stock, results in the derecognition of the carrying value of the preferred stock and the allocation of that amount to common stock (par value) and additional paid-in-capital, without the recognition of a gain or loss. Successor Preferred Stock Successor Series A Preferred Stock Financing In connection with the Business Combination, the Successor sold 8,635 shares of Series A Preferred Stock and five-year warrants to purchase 24,671 shares of Successor common stock at an exercise price of $ 402.50 per share (the “PIPE Warrants”), to certain purchasers at a price of $ 1,000 per share for net proceeds of $ 8,635,000 (the “PIPE” financing). The Successor Series A Preferred Stock is convertible, at the option of the holder, at any time into a number of shares of Successor common stock equal to the face value divided by the conversion price then in effect (initially $ 350.00 70.00 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) $ 70.00 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 Series B Preferred Stock is convertible, at the option of the holder, at any time into a number of shares of Successor common stock equal to the face value divided by the conversion price then in effect (initially $ 350.00). In addition, for five years following the issuance of the Successor Series B Preferred Stock, the conversion price is automatically adjusted to the greater of (a) $ 245.00 The conversion price also resets at 150 days following the effectiveness of the registration of the Successor Series B Preferred Stock (each a “Commencement Date”) to the greater of (a) $ 245.00 and (b) the lowest of the five consecutive daily volume-weighted average prices commencing on, and including, the Commencement Date. As of the filing date, the Successor Series B Preferred Stock has not been registered and no conversion price reset has occurred. 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 outstanding Predecessor options were exchanged for 56,999 outstanding Successor options. The number of Successor options issued to Predecessor option holders was determined by dividing the number of shares of Predecessor common stock issuable by an exchange ratio of 176.28 . The exercise price of each of the Predecessor options was also multiplied by the exchange ratio. 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 56,999 $ 366.29 Granted - - Exercised - - Forfeited - - Outstanding, December 31, 2022 56,999 $ 366.29 5.8 $ - Exercisable, December 31, 2022 47,030 $ 337.43 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 $ 176.05 18,952 3.1 18,952 $ 396.55 351 9.5 351 $ 405.30 20,819 6.3 20,819 $ 572.60 16,877 8.3 6,908 56,999 5.3 47,030 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 246,594 $ 376.11 Issued - - Outstanding, December 31, 2022 246,594 $ 376.11 4.8 $ - Exercisable, December 31, 2022 244,598 $ 376.11 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 $ 176.05 2,994 2.0 998 $ 241.50 36,363 4.9 36,363 $ 402.50 197,985 4.9 197,985 $ 405.30 9,252 1.0 9,252 246,594 4.8 244,598 The Successor stock warrants at December 31, 2022, consist of the following: (a) Exercisable warrants to purchase 173,302 shares of Successor common stock that were originally issued by Larkspur to participants in Larkspur’s pre-Business Combination initial public offering and private placement (the “Larkspur Warrants”). Pursuant to their terms, the Larkspur Warrants (i) have an exercise price of $ 402.50 per share of Successor common stock; (ii) had their expiration date extended to December 12, 2027 as a result of the closing of the Business Combination; and (iii) are redeemable by the Company upon a minimum of 30 days prior written notice of redemption, at a price of $ 0.35 per Larkspur warrant, if and only if, the closing price of the Successor common stock equals or exceeds $ 630.00 per share for any 20 trading days with a 30 trading day period that ends on the third trading date prior to the date on which the Company sends the notice of redemption to warrant holders. (b) Exercisable warrants to purchase 24,671 shares of Successor common stock that were issued by participants in Larkspur’s PIPE financing that closed simultaneous to and was conditioned upon the closing of the Business Combination (see Note 11 – Stockholders’ Permanent and Temporary Equity – Successor Series A Preferred Stock Financing). Pursuant to their terms, the PIPE Warrants (i) have an exercise price of $ 402.50 per share of Successor common stock; and (ii) have an expiration date of December 12, 2027. (c) Warrants to purchase 48,561 shares of Successor common stock (the “Replacement Warrants”) replaced the outstanding Predecessor warrants to purchase 8,560,561 shares of Predecessor common stock on December 12, 2022, when the Company closed on the Business Combination (see Note 4 – Business Combination). The number of shares issuable pursuant to Successor warrants was determined by dividing the shares issuable pursuant to each Predecessor warrant by the exchange ratio of 176.28 . The exercise price of the Successor warrants was determined by multiplying each Predecessor warrant’s exercise price by the exchange ratio of 176.28 . The Replacement Warrants include (a) exercisable warrants to purchase 36,340 shares of Successor common stock with an exercise price of $241.50 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 2,992 shares of Successor common stock with an exercise price of $176.05 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 997 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 9,229 shares of Successor common stock with an exercise price of $405.30 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). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 – Related Party Transactions During the period December 13, 2022 through December 31, 2022, the Successor had no related party transactions. During the periods ended December 12, 2022 and December 31, 2021, the Predecessor paid $ 0 50,000 During the periods ended December 12, 2022 and 2021, the Company received $ 0 3,150,000 |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 10 – Subsequent Events On September 8, 2023, the Company’s Board of Directors approved the Company’s Amended and Restated 2022 Omnibus Equity Incentive Plan (“the “A&R Plan”), which the stockholders approved on October 31, 2023. The restated plan increases the number of shares of the Company’s common stock reserved for issuance by 114,286 shares to 155,803 . | Note 13 – Subsequent Events The Company has evaluated subsequent events through the date the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as discussed below. License Agreements On February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waives L&F’s right to terminate the license agreement or any other remedies, for non-payment of the $1,500,000 of milestone payments, until (a) March 31, 2023 as to $1,000,000 of such milestone payments (“Waiver A”) and (b) January 31, 2024 as to $500,000 milestone payments (‘Waiver B”). 351,579 648,421 March 31, 2023 500,000 January 31, 2024 30,000,000 On March 29, 2023, the Company paid the $ 648,421 Stock Option Grants On January 27, 2023, the Company granted ten-year stock options to purchase 2,857 shares of Successor common stock to its newly appointed Chief Medical Officer and Senior Vice President of Medical Affairs as inducement for entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4) under the 2022 Plan. The stock options vest annually over three years and have an exercise price of $ 73.85 per share. On March 10, 2023, the Company granted ten-year stock options to purchase 372 shares of Successor common stock to employees of the Company under the 2022 Plan. The stock options vest annually over three years and have an exercise price of $ 79.10 per share. Of the 372 shares, 143 shares were issued to the son of an Executive Officer of the Company. Effectiveness Failure On or about February 20, 2023, the Company failed to have the SEC declare a registration statement effective (the “Effectiveness Failure”) which covered the PIPE registrable securities within the time period prescribed by the PIPE Securities Purchase Agreement (the “SPA”). The SPA entitles the PIPE investors to receive Registration Delay Payments equal to 1.5% of each investor’s purchase price on the date of the Effectiveness Failure and every thirty days thereafter that the Effectiveness Failure persists. Failure to make the Registration Delay Payments on a timely basis results in the accrual of interest at the rate of 2.0 260,000 |
Reverse Stock-Split and Increas
Reverse Stock-Split and Increase in Authorized Shares of Common Stock | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Stock-split And Increase In Authorized Shares Of Common Stock | |
Reverse Stock-Split and Increase in Authorized Shares of Common Stock | Note 14 – Reverse Stock-Split and Increase in Authorized Shares of Common Stock On December 4, 2023, the Company effected a reverse stock split of its common stock at a ratio of 1-for-35 (the “Reverse Split”). Upon the effectiveness of the Reverse Split, every 35 issued shares of common stock were reclassified and combined into one share of common stock. In addition, the number of shares of common stock issuable upon the exercise of the Company’s equity awards, convertible securities and warrants was proportionally decreased, and the corresponding exercise price was proportionally increased. No fractional shares were issued as a result of the Reverse Split. Accordingly, all share and per share amounts for all periods presented in these financial statements and notes thereto have been adjusted retroactively for the successor periods, where applicable, to reflect the Reverse Split and adjustment of the exercise price of each outstanding equity award, convertible security and warrant as if the transaction had occurred as of the beginning of the earliest period presented. Effective November 30, 2023, the Company amended its certificate of incorporation to increase the authorized number of shares of the Company’s capital stock from 111,000,000 251,000,000 110,000,000 250,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been derived from the accounting records of the Company and its consolidated subsidiaries. As a result of the Business Combination, for accounting purposes, Larkspur Health Acquisition Corp. was the acquirer and ZyVersa Therapeutics, Inc. was the acquiree and accounting predecessor. Therefore, the financial statement presentation includes the financial statements of the Predecessor for the periods prior to December 13, 2022 and the Successor for the periods including and after December 13, 2022, including the consolidation of ZyVersa Therapeutics Operating, Inc. All significant intercompany balances have been eliminated in the consolidated financial statements. The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”) and pursuant to the accounting rules and regulations of the United States Securities and Exchange Commission (“SEC”). | |
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, share based compensation and acquired intangible assets, as well as establishment of valuation allowances for deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that actual results could differ from those estimates. | Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the amounts disclosed in the related notes to the financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, fair value calculations for equity securities, derivative liabilities, share based compensation and acquired intangible assets, as well as establishment of valuation allowances for deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that actual results could differ from those estimates. |
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, 2022 and 2021, the Company had no cash equivalents. The Company has cash deposits which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. See Note 1 – Risks and Uncertainties. | |
Business Combination | Business Combination In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. In-process research and development (IPR&D) acquired in a business combination is capitalized as an indefinite-lived intangible asset until regulatory approval is obtained, at which time it is accounted for as a definite-lived asset and amortized over its estimated useful life, or discontinuation, at which point the intangible asset will be written off. | |
Long-Lived Assets and Goodwill | Long-Lived Assets and Goodwill The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets The Company accounts for goodwill and intangible assets in accordance with ASC 350, Intangibles – Goodwill and Other In determining whether a quantitative assessment is required, the Company will evaluate relevant events or circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the quantitative impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more than likely that the fair value is less than the carrying amount, the quantitative impairment test is not required. The Company bases these assumptions on its historical data and experience, industry projections, micro and macro general economic condition projections, and its expectations. | |
Equipment, Net | Equipment, 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 34,667 24,267 Successor 532 Predecessor 9,869 | |
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. 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 8 – 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. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. | |
Leases | Leases See Note 3 - Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements for further details on the adoption of ASC 842. | |
Research and Development | Research and Development 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. | |
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. Successor common stock will be valued using the market approach using the trading prices of the common stock on the Nasdaq Global Market. During 2022, the fair value of the Predecessor common stock was determined using a market approach based on the status of the business combination agreement arm’s length discussions with the acquirer at each valuation date and which agreement was ultimately entered into on July 20, 2022 with a Predecessor valuation of $ 85 | |
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 2023 2022 Successor Predecessor September 30, September 30, 2023 2022 Predecessor warrants [1] - 8,699,397 Successor warrants [1] 1,039,295 - Predecessor options - 10,039,348 Successor options 101,695 - Successor Series A Convertible Preferred Stock 714 - Successor Series B Convertible Preferred Stock 20,664 - Predecessor Series A Convertible Preferred Stock - 5,945,045 Predecessor convertible notes payable [2] - 2,977,528 Total potentially dilutive shares 1,162,368 27,661,318 [1] As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 3,404 Successor [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 $ 67.90 | 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 FinancialDesignationPredecessorAndSuccessorFixedList December 31, 2022 December 12, 2022 December 31, 2021 Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor Predecessor Successor Predecessor December 31, 2022 December 12, 2022 December 31, 2021 Predecessor warrants [1] - 8,560,561 2,154,351 Successor warrants [1] [5] 246,534 - - Predecessor options - 10,039,348 8,755,179 Successor options 56,950 - - Predecessor Series A Convertible Preferred Stock - 6,406,210 - Successor Series A Convertible Preferred Stock 24,671 (3) - - Successor Series B Convertible Preferred Stock 14,465 (4) - - Predecessor convertible notes payable [2] - - 3,400,187 Total potentially dilutive shares 342,620 25,006,119 14,309,717 [1] As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 3,404 Successor [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 [3] Does not include an additional 98,686 [4] Does not include an additional 6,199 [5] Does not include an additional 98,686 |
Segment Reporting | Segment Reporting The Company operates and manages its business as one reportable and operating segment. All assets and operations are in the U.S. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. | Segment Reporting The Company operates and manages its business as one reportable and operating segment. All assets and operations are in the U.S. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance. |
Recently Adopted Accounting Pronouncements | 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 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 financial statements. In August 2020, the FASB issued ASU 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, to clarify the accounting for certain financial instruments with characteristics of liabilities and equity. The amendments in this update reduce the number of accounting models for convertible debt instruments and convertible preferred stock by removing the cash conversion model and the beneficial conversion feature model. Limiting the accounting models will result in fewer embedded conversion features being separately recognized from the host contract. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in-capital. In addition, this ASU improves disclosure requirements for convertible instruments and earnings-per-share guidance. The ASU also revises the derivative scope exception guidance to reduce form-over-substance-based accounting conclusions driven by remote contingent events. The amendments in this update are effective for our fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption will be permitted, but no earlier than for fiscal years beginning after December 15, 2020. The Company early adopted ASU 2020-06 effective January 1, 2021 which eliminated the need to assess whether a beneficial conversion feature needs to be recognized upon the issuance of new convertible instruments. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment will be effective for private companies and emerging growth companies for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 on December 31, 2022, effective January 1, 2022 and the adoption of this ASU resulted in the recording of right-of-use assets and lease liabilities for the Company’s operating leases in the approximate amounts of $ 182,732 199,642 16,910 | |
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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to do so would be anti-dilutive: Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share 2023 2022 Successor Predecessor September 30, September 30, 2023 2022 Predecessor warrants [1] - 8,699,397 Successor warrants [1] 1,039,295 - Predecessor options - 10,039,348 Successor options 101,695 - Successor Series A Convertible Preferred Stock 714 - Successor Series B Convertible Preferred Stock 20,664 - Predecessor Series A Convertible Preferred Stock - 5,945,045 Predecessor convertible notes payable [2] - 2,977,528 Total potentially dilutive shares 1,162,368 27,661,318 [1] As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 3,404 Successor [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 $ 67.90 | 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 FinancialDesignationPredecessorAndSuccessorFixedList December 31, 2022 December 12, 2022 December 31, 2021 Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor Predecessor Successor Predecessor December 31, 2022 December 12, 2022 December 31, 2021 Predecessor warrants [1] - 8,560,561 2,154,351 Successor warrants [1] [5] 246,534 - - Predecessor options - 10,039,348 8,755,179 Successor options 56,950 - - Predecessor Series A Convertible Preferred Stock - 6,406,210 - Successor Series A Convertible Preferred Stock 24,671 (3) - - Successor Series B Convertible Preferred Stock 14,465 (4) - - Predecessor convertible notes payable [2] - - 3,400,187 Total potentially dilutive shares 342,620 25,006,119 14,309,717 [1] As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 3,404 Successor [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 [3] Does not include an additional 98,686 [4] Does not include an additional 6,199 [5] Does not include an additional 98,686 |
Business Combination, Goodwil_2
Business Combination, Goodwill and In-Process Research and Development (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Schedule of Fair Value of the Purchase Consideration | The final estimates of the acquisition-date fair value of the purchase consideration were as follows: Schedule of Fair Value of the Purchase Consideration Successor common stock $ 67,197,300 Successor warrants 12,190,015 Successor options 11,864,556 Total fair value of the purchase consideration $ 91,251,871 | The preliminary estimates of the acquisition-date fair value of the purchase consideration were as follows: Schedule of Fair Value of the Purchase Consideration Successor common stock $ 67,197,300 Successor warrants 12,190,015 Successor options 11,864,556 Total fair value of the purchase consideration $ 91,251,871 |
Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill | Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill Current assets, including cash of $ 699,324 $ 1,093,223 In-process research and development 100,086,329 Goodwill 11,895,033 Other non-current assets 64,523 Total assets acquired 113,139,108 Current liabilities 10,818,204 Deferred tax liabilities 11,069,033 Total assumed liabilities 21,887,237 Net assets acquired $ 91,251,871 | Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill Current assets, including cash of $ 699,324 $ 1,093,223 In-process research and development 100,086,329 Goodwill 11,895,033 Other non-current assets 64,523 Total assets acquired 113,139,108 Current liabilities 10,818,204 Deferred tax liabilities 11,069,033 Total assumed liabilities 21,887,237 Net assets acquired $ 91,251,871 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of September 30, 2023 and December 31, 2022: Schedule of Accrued Expenses and Other Current Liabilities September 30, December 31, 2023 2022 L&F milestone payment liability $ 500,000 $ 1,500,000 L&F Note [1] - (351,579 ) L&F, net 500,000 1,148,421 Payroll accrual 894,416 584,226 Other accrued expenses 31,969 214,229 Federal income tax payable 129,922 106,683 Bonus accrual 1,212,359 - Registration delay liability [2] 6,819 - Total accrued expenses and other current liabilities $ 2,775,485 $ 2,053,559 [1] See Note 8 – “Commitments and Contingencies” for details of the forgiveness of the L&F Note. [2] See Note 9 – “Stockholders’ Permanent and Temporary Equity” for details of the registration delay liability. | As of December 31, 2022 and 2021, accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities 2022 2021 For the Years Ended December 31, 2022 2021 L&F milestone payment liability $ 1,500,000 $ 1,500,000 L&F Note (351,579 ) (351,579 ) L&F, net 1,148,421 1,148,421 Payroll accrual 584,226 - Other accrued expenses 214,229 - Federal income tax payable 106,683 - Accrued interest - 748,767 Deferred rent - 16,913 Bonus accrual Registration delay liability Total accrued expenses and other current liabilities $ 2,053,559 $ 1,914,101 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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 Beginning balance as of January 1, 2021 $ 788,700 Change in fair value of derivative liabilities (228,100 ) Ending balance as of December 31, 2021 $ 560,600 Change in fair value of derivative liabilities 607,001 Reclassify to equity upon conversion of the Notes (1,167,601 ) Ending balance on December 12, 2022 $ - |
Schedule of Derivative Liabilities Fair Value Assumption | Schedule of Derivative Liabilities Fair Value Assumption December 31, 2021 Fair value of common stock on date of issuance $ 3.25 Risk free interest rate 0.06 0.19 % Expected term (years) 0.00 0.50 Expected volatility 75 % Expected dividends 0.00 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision For Income Taxes | The provision for income taxes consists of the following (benefits) provisions: Schedule of Provision For Income Taxes December 31, 2022 December 12, 2022 December 31, 2021 Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor Predecessor Successor Predecessor For the period For the period December 13 January 1 For the year December 31, 2022 December 12, 2022 December 31, 2021 Deferred tax benefit: Federal $ (151,625 ) $ (2,191,344 ) $ (1,480,472 ) State (34,844 ) (482,283 ) (763,612 ) Deferred tax benefit (186,469 ) (2,673,627 ) (2,244,084 ) Change in valuation allowance (558,581 ) 2,673,627 2,244,084 Provision for income taxes $ (745,050 ) $ - $ - |
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 December 31, 2022 December 12, 2022 December 31, 2021 Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor Predecessor Successor Predecessor For the period For the period December 13 through January 1 through For the year ended December 31, 2022 December 12, 2022 December 31, 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % State tax rate, net of federal benefit 3.6 % 3.6 % 3.7 % Permanent items (1.9 %) (5.4 %) (0.9 %) Nondeductible basis difference 0.0 % 0.0 % 0.1 % Effect of change in state rate 0.0 % (0.1 %) 3.9 % Prior period adjustments and other 0.0 % (0.1 %) 0.0 % Change in valuation allowance 68.1 % (19.0 %) (27.8 %) Effective income tax rate 90.8 % (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 December 31, 2022 December 12, 2022 December 31, 2021 Successor Predecessor Predecessor Successor Predecessor December 31, 2022 December 12, 2022 December 31, 2021 Net operating loss carryforwards $ 6,671,907 $ 6,639,882 $ 4,930,055 Stock-based compensation expense 2,936,945 4,084,595 3,220,799 Capitalized research and development costs 2,421,390 2,362,939 2,199,126 Capitalized start-up costs 1,121,802 565,530 620,016 Capitalized licensing costs 687,926 689,820 735,485 Derivative liabilities - - 6,388 Capitalized patents 288,123 273,682 235,065 Warrants 133,203 238,768 239,307 Accrued payroll 71,830 - - Contributions carryforward 2,833 2,833 2,840 Lease liabilities 26,794 - - Deferred rent - - 4,176 Deferred tax assets 14,362,753 14,858,049 12,193,257 Valuation allowance - (14,853,648 ) (12,180,021 ) Deferred tax assets 14,362,753 4,401 13,236 Deferred debt discount - - (6,388 ) Right-of-use asset (24,236 ) - - In-process research and development (24,658,231 ) - - Fixed assets (4,270 ) (4,401 ) (6,848 ) Deferred tax liabilities (24,686,737 ) (4,401 ) (13,236 ) Deferred tax assets, net $ (10,323,984 ) $ - $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Right of Use Assets and Liabilities | A summary of the Company’s right-of-use assets and liabilities is as follows: Schedule of Right of Use Assets and Liabilities Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor For the Nine For the Nine Months Ended Months Ended September 30, September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating activities $ 74,405 $ 67,567 Right-of-use assets obtained in exchange for lease obligations Operating leases $ - $ - Weighted Average Remaining Lease Term Operating leases 0.34 1.34 Weighted Average Discount Rate Operating leases 6.5 % 6.5 % | A summary of the Company’s right-of-use assets and liabilities is as follows: Schedule of Right of Use Assets and Liabilities Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor December 31, 2022 December 12, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating activities $ 4,786 $ 86,100 Right-of-use assets obtained in exchange for lease obligations Operating leases $ - $ - Weighted Average Remaining Lease Term Operating leases 1.08 1.08 Weighted Average Discount Rate Operating leases 6.5 % 6.5 % |
Schedule of Future Minimum Payments Under Lease | Future minimum payments under these operating lease agreements are as follows: Schedule of Future Minimum Payments Under Lease Amount October 1, 2023 to December 31, 2023 $ 34,822 Less: amount representing imputed interest (472 ) Total $ 34,349 | Future minimum payments under these operating lease agreements are as follows: Schedule of Future Minimum Payments Under Lease Amount Future minimum payments $ 112,916 Less: amount representing imputed interest (4,160 ) Total $ 108,756 |
Stockholders_ Permanent and T_2
Stockholders’ Permanent and Temporary Equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Schedule of Stock Options Granted | The grant date fair value of stock options granted during the three and nine months ended September 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 Nine For the Nine Months Ended Months Ended Months Ended Months Ended September 30, September 30, September 30, September 30, 2023 2022 2023 2022 Fair value of common stock on date of grant n/a n/a $ 15.26 - $ 78.05 $ 2.27 3.00 Risk free interest rate n/a n/a 3.53 4.27 % 1.68 3.01 % Expected term (years) n/a n/a 6.00 3.53 6.00 Expected volatility n/a n/a 120 123 % 111 119 % Expected dividends n/a n/a 0.00 % 0.00 % | 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 % |
Schedule of Stock Option Activity | A summary of the option activity for the nine months ended September 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 56,999 $ 366.29 Granted 44,753 19.52 Exercised - - Forfeited - - Outstanding, September 30, 2023 101,752 $ 220.65 6.6 $ - Exercisable, September 30, 2023 56,284 $ 333.65 5.2 $ - | 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 56,999 $ 366.29 Granted - - Exercised - - Forfeited - - Outstanding, December 31, 2022 56,999 $ 366.29 5.8 $ - Exercisable, December 31, 2022 47,030 $ 337.43 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 |
Schedule of Information Related to Stock Options | The following table presents information related to stock options as of September 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 $ 15.25 41,523 10 4,286 $ 73.85 2,858 - - $ 79.10 372 - - $ 176.05 18,952 2.3 18,952 $ 396.55 351 8.8 351 $ 405.30 20,819 5.5 20,819 $ 572.60 16,877 7.7 11,876 101,752 5.2 56,284 | 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 $ 176.05 18,952 3.1 18,952 $ 396.55 351 9.5 351 $ 405.30 20,819 6.3 20,819 $ 572.60 16,877 8.3 6,908 56,999 5.3 47,030 |
Summary of Warrant Activity | A summary of the warrant activity for the nine months ended September 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 246,594 $ 376.11 Issued 1,152,467 13.58 Exercised (474,071 ) 5.33 Forfeited (2,796 ) 109.69 Repriced - Old [1] (24,672 ) 402.50 Repriced - New [1] 141,868 70.00 Repriced - Old [2] (39,372 ) 35.00 Repriced - New [2] 39,372 5.78 Repriced - Old [3] (203,464 ) 5.78 Repriced - New [3] 203,464 4.75 Outstanding, September 30, 2023 1,039,384 $ 100.25 4.6 $ - Exercisable, September 30, 2023 832,690 $ 123.37 4.4 $ - [1] Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 24,671 70.00 [2] Warrants represent the reset of the exercise price of certain April 28, 2023 offering warrants to purchase 39,371 5.79 [3] Warrants represent the reset of the exercise price of certain July 26, 2023 offering warrants to purchase 203,463 4.75 | 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 246,594 $ 376.11 Issued - - Outstanding, December 31, 2022 246,594 $ 376.11 4.8 $ - Exercisable, December 31, 2022 244,598 $ 376.11 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 |
Schedule of Information Related to Stock Warrants | The following table presents information related to stock warrants as of September 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 $ 4.75 203,464 n/a - $ 5.78 199,555 4.8 199,555 $ 35.00 275,378 4.6 275,378 $ 70.00 139,403 4.2 139,403 $ 176.05 2,994 1.3 998 $ 241.50 36,363 4.2 36,363 $ 402.50 173,306 4.2 173,306 $ 405.30 8,921 0.2 8,921 1,039,384 4.4 833,924 | 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 $ 176.05 2,994 2.0 998 $ 241.50 36,363 4.9 36,363 $ 402.50 197,985 4.9 197,985 $ 405.30 9,252 1.0 9,252 246,594 4.8 244,598 |
Schedule of Fair Value of Stock Warrants Granted | The issuance date fair value of stock warrants issued during the three and nine months ended September 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 Financial Designation, Predecessor and Successor [Fixed List] Successor Predecessor Successor Predecessor Successor Predecessor Successor Predecessor For the Three For the Three For the Nine For the Nine Months Ended Months Ended Months Ended Months Ended September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Fair value of common stock on date of grant $ 4.90 - $ 5.95 n/a $ 4.90 - $ 35.00 n/a Risk free interest rate 4.09% 4.42 % n/a 3.51 4.42 % n/a Expected term (years) 4.9 5.5 n/a 5 n/a Expected volatility 121 123 % n/a 121 123 % n/a Expected dividends n/a n/a n/a n/a |
Business Organization, Nature_2
Business Organization, Nature of Operations and Basis of Presentation (Details Narrative) | Dec. 31, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash FDIC insured amount | $ 250,000 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | ||||||
Total potentially dilutive shares | 342,620 | 1,162,368 | |||||||||||||
Warrant [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | [1] | [2] | 8,560,561 | [1] | 2,154,351 | [1] | |||||||||
Successor Warrant [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | 246,534 | [1],[3] | 1,039,295 | [2] | |||||||||||
Predecessor Option [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | |||||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | 56,950 | ||||||||||||||
Predecessor Series A Convertible Preferred Stock [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | |||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | 24,671 | [4] | 714 | ||||||||||||
Series B Convertible Preferred Stock [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | 14,465 | [5] | 20,664 | ||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | [6] | ||||||||||||||
Successor Option [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | 101,695 | ||||||||||||||
Predecessor Convertible Notes Payable [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | [7] | ||||||||||||||
Predecessor [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||||||||
Total potentially dilutive shares | 27,661,318 | 25,006,119 | 14,309,717 | ||||||||||||
Predecessor [Member] | Warrant [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | 8,699,397 | [2] | 8,560,561 | 2,154,351 | |||||||||||
Predecessor [Member] | Successor Warrant [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | [2] | [1],[3] | [1],[3] | ||||||||||||
Predecessor [Member] | Predecessor Option [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | 10,039,348 | 10,039,348 | 8,755,179 | ||||||||||||
Predecessor [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | |||||||||||||||
Predecessor [Member] | Predecessor Series A Convertible Preferred Stock [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | 5,945,045 | 6,406,210 | |||||||||||||
Predecessor [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | |||||||||||||||
Predecessor [Member] | Series B Convertible Preferred Stock [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | |||||||||||||||
Predecessor [Member] | Convertible Notes Payable [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | [6] | 3,400,187 | |||||||||||||
Predecessor [Member] | Successor Option [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | |||||||||||||||
Predecessor [Member] | Predecessor Convertible Notes Payable [Member] | |||||||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||||||
Total potentially dilutive shares | [7] | 2,977,528 | |||||||||||||
[1]As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 3,404 Successor 600,000 3,404 Successor 98,686 98,686 6,199 3.25 67.90 |
Schedule of Anti-dilutive Exclu
Schedule of Anti-dilutive Excluded from Calculation of Diluted Net Loss Per Share (Details) (Parenthetical) - $ / shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 28, 2023 | |
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | |
Fair value of common stock | $ 67.90 | $ 67.90 | $ 3.25 | |||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Shares available for conversion | 98,686 | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Shares available for conversion | 6,199 | |||||||||
Series A Warrant Exercise [Member] | ||||||||||
Shares available for conversion | 98,686 | |||||||||
Common Stock [Member] | ||||||||||
Warrants to purchase common shares | 314,729 | |||||||||
Inflamacore, LlC License Agreement [Member] | Common Stock [Member] | ||||||||||
Warrants to purchase common shares | 3,404 | 3,404 | 3,404 | 600,000 | 3,404 | 600,000 | 600,000 | 3,404 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Estimated useful life | 5 years | 5 years | 5 years | ||||||
Equipment | $ 52,000 | $ 52,000 | $ 52,000 | $ 52,000 | |||||
Accumulated depreciation | $ 34,667 | $ 24,267 | |||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor |
Depreciation | $ 532 | $ 7,800 | $ 9,869 | ||||||
Company valuation | $ 85,000,000 | ||||||||
Operating lease right of use asset | $ 98,371 | 98,371 | $ 31,078 | $ 31,078 | 98,371 | ||||
Accounting Standards Update 2016-02 [Member] | |||||||||
Operating lease right of use asset | 182,732 | 182,732 | 182,732 | ||||||
Operating lease liability | 199,642 | 199,642 | 199,642 | ||||||
Deferred rent | $ 16,910 | $ 16,910 | $ 16,910 |
Schedule of Fair Value of the P
Schedule of Fair Value of the Purchase Consideration (Details) - USD ($) | 1 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Larkspur Larkspur Merger Sub Inc [Member] | ||
Business Acquisition [Line Items] | ||
Total fair value of the purchase consideration | $ 91,251,871 | |
Larkspur [Member] | ||
Business Acquisition [Line Items] | ||
Total fair value of the purchase consideration | $ 91,251,871 | |
Common Stock [Member] | Larkspur Larkspur Merger Sub Inc [Member] | ||
Business Acquisition [Line Items] | ||
Total fair value of the purchase consideration | 67,197,300 | |
Common Stock [Member] | Larkspur [Member] | ||
Business Acquisition [Line Items] | ||
Total fair value of the purchase consideration | 67,197,300 | |
Warrant [Member] | Larkspur Larkspur Merger Sub Inc [Member] | ||
Business Acquisition [Line Items] | ||
Total fair value of the purchase consideration | 12,190,015 | |
Warrant [Member] | Larkspur [Member] | ||
Business Acquisition [Line Items] | ||
Total fair value of the purchase consideration | 12,190,015 | |
Share-Based Payment Arrangement, Option [Member] | Larkspur Larkspur Merger Sub Inc [Member] | ||
Business Acquisition [Line Items] | ||
Total fair value of the purchase consideration | $ 11,864,556 | |
Share-Based Payment Arrangement, Option [Member] | Larkspur [Member] | ||
Business Acquisition [Line Items] | ||
Total fair value of the purchase consideration | $ 11,864,556 |
Schedule of Estimated Fair Valu
Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Business Combination and Asset Acquisition [Abstract] | ||
Current assets, including cash of $699,324 | $ 1,093,223 | |
In-process research and development | 100,086,329 | |
Goodwill | 11,895,033 | |
Other non-current assets | 64,523 | |
Total assets acquired | 113,139,108 | |
Current liabilities | 10,818,204 | |
Deferred tax liabilities | 11,069,033 | |
Total assumed liabilities | 21,887,237 | |
Net assets acquired | $ 91,251,871 |
Schedule of Estimated Fair Va_2
Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill (Details) (Parentheticals) | Dec. 31, 2022 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash | $ 699,324 |
Business Combination, Goodwil_3
Business Combination, Goodwill and In-Process Research and Development (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||
Jun. 30, 2023 USD ($) | Dec. 31, 2022 shares | Dec. 12, 2022 shares | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Dec. 12, 2022 USD ($) shares | Dec. 31, 2022 shares | Dec. 31, 2021 shares | Dec. 31, 2020 shares | |
Business Acquisition [Line Items] | |||||||||||||
Conversion of Stock, Shares Issued | 191,992 | ||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 176.28 | 176.28 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 56,999 | 56,999 | 56,999 | 101,752 | 101,752 | 56,999 | 56,999 | ||||||
Goodwill impairment | $ | $ 11,895,033 | ||||||||||||
Impairment charge for other indefinite-lived intangible assets | $ | 69,280,171 | ||||||||||||
In Process Research and Development [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Goodwill impairment | $ | $ 11,900,000 | ||||||||||||
Impairment charge for other indefinite-lived intangible assets | $ | $ 69,300,000 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Net proceeds | $ | $ 8,635,000 | ||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 176.28 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 56,950 | 56,950 | 56,950 | ||||||||||
Replacement of Options | 1,731,237 | 1,731,237 | 1,731,237 | ||||||||||
Replacement of options | $ | 1,731,237 | 1,731,237 | |||||||||||
Warrant [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Replacement of warrants | 584,260 | 584,260 | 584,260 | ||||||||||
Replacement of warrants | $ | $ 584,260 | $ 584,260 | |||||||||||
Warrant [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 176.28 | ||||||||||||
Replacement of warrants | 48,561 | 48,561 | 48,561 | ||||||||||
Predecessor [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Conversion of Stock, Shares Converted | 6,406,210 | ||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 176.28 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 10,039,348 | 8,755,179 | |||||||||||
Transaction costs | $ | $ 2,100,000 | ||||||||||||
Goodwill impairment | $ | |||||||||||||
Impairment charge for other indefinite-lived intangible assets | $ | |||||||||||||
Predecessor [Member] | Series A Preferred Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 2,427,832 | 2,427,832 | |||||||||||
Net proceeds | $ | $ 392,301 | ||||||||||||
Predecessor [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 176.28 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 10,039,348 | 10,039,348 | |||||||||||
Predecessor [Member] | Warrant [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Replacement of warrants | 8,560,561 | 8,560,561 | |||||||||||
Larkspur Larkspur Merger Sub Inc [Member] | Permanent Equity Shares [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Conversion of Stock, Shares Converted | 33,514,004 | ||||||||||||
Larkspur Larkspur Merger Sub Inc [Member] | Temporary Shares [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Conversion of Stock, Shares Converted | 331,331 | ||||||||||||
Larkspur Larkspur Merger Sub Inc [Member] | Predecessor [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Conversion of Stock, Shares Converted | 33,845,335 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | Dec. 13, 2020 | Feb. 20, 2023 | Dec. 12, 2022 |
Short-Term Debt [Line Items] | |||
Debt instrument face amount | $ 3,961,000 | ||
Debt instrument interest rate | 2% | ||
L&F Note [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument face amount | $ 351,579 | ||
Debt instrument interest rate | 1.17% | ||
Prepay of note, description | L&F is required to immediately prepay the L&F Note and all accrued and unpaid interest on the L&F Note with the following: (a) 100% of the proceeds of the second $500,000 of milestone payments paid by ZyVersa to L&F pursuant to the terms of the license agreement (See Note 10- Commitments and Contingencies), (b) 100% of the gross proceeds from the sale of common stock by L&F to ZyVersa pursuant to the terms of the Put Option (See Note 11 – Stockholders’ Permanent and Temporary Equity), (c) 100% of the gross proceeds in excess of $1.00 per share from the sale of ZyVersa common stock by L&F to any party other than ZyVersa and (d) proceeds received in connection with certain liquidation events as defined in the agreement. Commencing on December 13, 2021 and, so long as the principal amount of the L&F Note remains outstanding, on each December 13 through December 13, 2025, the Company will pay L&F an annual administrative fee equal to $6,000. | ||
Debt instrument milestone payment | $ 500,000 | ||
Administrative fee | $ 6,000 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Payables and Accruals [Abstract] | ||||||
L&F milestone payment liability | $ 500,000 | $ 1,500,000 | $ 1,500,000 | |||
L&F Note | [1] | (351,579) | [1] | (351,579) | ||
L&F, net | 500,000 | 1,148,421 | 1,148,421 | |||
Payroll accrual | 894,416 | 584,226 | ||||
Other accrued expenses | 31,969 | 214,229 | ||||
Federal income tax payable | 129,922 | 106,683 | ||||
Accrued interest | 748,767 | |||||
Deferred rent | 16,913 | |||||
Bonus accrual | 1,212,359 | |||||
Registration delay liability | [2] | 6,819 | ||||
Total accrued expenses and other current liabilities | $ 2,775,485 | $ 2,053,559 | $ 1,914,101 | |||
[1]See Note 8 – “Commitments and Contingencies” for details of the forgiveness of the L&F Note.[2]See Note 9 – “Stockholders’ Permanent and Temporary Equity” for details of the registration delay liability. |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 10 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2022 | Jul. 08, 2022 | Dec. 31, 2022 | Mar. 31, 2021 | Feb. 28, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 31, 2020 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 18, 2023 | Feb. 20, 2023 | Dec. 06, 2022 | Sep. 16, 2022 | Dec. 31, 2020 | ||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 3,961,000 | ||||||||||||||||||
Debt instrument interest rate | 2% | ||||||||||||||||||
Convertion price | $ 1.58835 | ||||||||||||||||||
Issued to related party | [1] | $ 6,819 | $ 6,819 | ||||||||||||||||
Placement agent fees | $ 57,980 | ||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | ||||||||||
Amortization of debt discount | |||||||||||||||||||
Accrued interest | $ 709,608 | ||||||||||||||||||
Convertion of debt into shares | 2,940,537 | ||||||||||||||||||
Derivative Liability, Current | $ 560,600 | $ 788,700 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 16,681 | ||||||||||||||||||
Debt Instrument, Description | 80% of the $1.98542 fair value per share of the Predecessor common stock which was determined using the Business Combination exchange ratio of 5.037 | ||||||||||||||||||
Predecessor [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Placement agent fees | $ 21,200 | $ 2,000 | $ 16,000 | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||||||||||||
Amortization of debt discount | $ 39,492 | $ 39,492 | $ 317,833 | ||||||||||||||||
Derivative Liability, Current | $ 1,167,601 | 560,600 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,940,537 | ||||||||||||||||||
Predecessor [Member] | Interest Expense [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Amortization of debt discount | $ 709,608 | $ 317,833 | |||||||||||||||||
Common Stock Payable [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
[custom:FairValuePerShare-0] | $ 1.98542 | ||||||||||||||||||
2021 Notes [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | 5,230,000 | ||||||||||||||||||
Qualified equity financing exceeded proceeds | 500,000 | ||||||||||||||||||
Accrued interest | $ 428,888 | ||||||||||||||||||
2021 Notes [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Convertion price | $ 3.14 | ||||||||||||||||||
Convertion of debt into shares | 1,802,193 | ||||||||||||||||||
Investors and Brokers [Member] | Unsecured Convertible Promissory Notes [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Principal amount | $ 5,230,000 | $ 5,230,000 | $ 3,961,000 | ||||||||||||||||
Debt instrument interest rate | 6% | 6% | |||||||||||||||||
Initial public offering | $ 20,000,000 | ||||||||||||||||||
Convertion price | $ 3.25 | $ 3.25 | $ 3.25 | ||||||||||||||||
Debt instrument fair value | $ 373,000 | ||||||||||||||||||
Fair value of put option | 64,342 | ||||||||||||||||||
Debt instrument equity financing minimum | $ 500,000 | $ 500,000 | |||||||||||||||||
Embedded feature debt, description | The Company analyzed the embedded features of the 2021 Notes and determined that the 2021 Notes contained (i) an automatic conversion upon a Qualified Debt Financing which did not require bifurcation, (ii) an automatic conversion upon a Qualified Equity Financing at a fixed price of $3.25 per share which did not require bifurcation, (iii) an automatic conversion upon a Change of Control at a fixed price of $3.25 per share which did not require bifurcation, and (iv) a redemption feature upon default which did not require bifurcation. | The Company analyzed the embedded features of the 2021 Notes and determined that the 2021 Notes contained (i) an automatic conversion upon a Qualified Debt Financing which did not require bifurcation, (ii) an automatic conversion upon a Qualified Equity Financing at a fixed price of $3.25 per share which did not require bifurcation, (iii) an automatic conversion upon a Change of Control at a fixed price of $3.25 per share which did not require bifurcation, and (iv) a redemption feature upon default which did not require bifurcation. | |||||||||||||||||
Cash fee rate for placement agent fees | 8% | 8% | 8% | ||||||||||||||||
Investors and Brokers [Member] | Unsecured Convertible Promissory Notes [Member] | Predecessor [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Placement agent fees | $ 228,236 | $ 228,236 | $ 228,236 | ||||||||||||||||
Investors and Brokers [Member] | Unsecured Convertible Promissory Notes [Member] | IPO [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Initial public offering | $ 20,000,000 | ||||||||||||||||||
Price per share rate | 80% | ||||||||||||||||||
Investors and Brokers [Member] | Unsecured Convertible Promissory Notes [Member] | Related Party [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Due to related parties | $ 25,000 | ||||||||||||||||||
Investors and Brokers [Member] | Unsecured Convertible Promissory Notes [Member] | Related Party [Member] | 2021 Notes [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Issued to related party | $ 3,150,000 | $ 3,150,000 | |||||||||||||||||
[1]See Note 9 – “Stockholders’ Permanent and Temporary Equity” for details of the registration delay liability. |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Level 3 Derivative Liabilities (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2023 | Dec. 12, 2022 | Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Derivative Liability, Current | $ 560,600 | $ 788,700 | ||
Change in fair value of derivative liabilities | (607,001) | (228,100) | ||
Change in fair value of derivative liabilities | 607,001 | 228,100 | ||
Reclassify to equity upon converstion of the Notes | (1,167,601) | |||
Derivative Liability, Current | $ 560,600 |
Schedule of Derivative Liabilit
Schedule of Derivative Liabilities Fair Value Assumption (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | |
Derivative [Line Items] | |
Expected term (years) | 0 years |
Maximum [Member] | |
Derivative [Line Items] | |
Expected term (years) | 6 months |
Measurement Input, Share Price [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input | 3.25 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input | 0.06 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input | 0.19 |
Measurement Input, Price Volatility [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input | 75 |
Measurement Input, Expected Dividend Rate [Member] | |
Derivative [Line Items] | |
Derivative liability measurement input | 0 |
Derivative Liabilities (Details
Derivative Liabilities (Details Narrative) | 3 Months Ended | 9 Months Ended | 11 Months Ended | |||
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 12, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Conversion of convertible notes payable | shares | 2,940,537 | |||||
Conversion price | $ / shares | $ 1.58835 | |||||
Change in fair value of derivative liabilities | $ 186,401 | |||||
Percentage of qualified offering occurring | 85% | |||||
Percentage of change of control occuring | 0% | |||||
Derivative liabilities | $ 0 | $ 0 | ||||
Predecessor [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Change in fair value of derivative liabilities | $ 228,100 | $ 420,000 | ||||
Measurement Input, Discount Rate [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Discount rate | 25 | |||||
Common Stock Payable [Member] | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||
Fair value price percentage | 80% | |||||
Fair value per share | $ / shares | $ 1.98542 | |||||
Fair value consideration redemption | 5,838,209 |
Schedule of Provision For Incom
Schedule of Provision For Income Taxes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reorganization, Chapter 11 [Line Items] | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor |
Deferred tax benefit: | |||||||||
Federal | $ (151,625) | ||||||||
State | (34,844) | ||||||||
Deferred tax benefit | (186,469) | ||||||||
Change in valuation allowance | (558,581) | ||||||||
Provision for income taxes | $ (745,050) | $ (485) | $ (8,859,762) | ||||||
Predecessor [Member] | |||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||
Deferred tax benefit: | |||||||||
Federal | $ (2,191,344) | $ (1,480,472) | |||||||
State | (482,283) | (763,612) | |||||||
Deferred tax benefit | (2,673,627) | (2,244,084) | |||||||
Change in valuation allowance | 2,673,627 | 2,244,084 | |||||||
Provision for income taxes |
Schedule of Provision For Inc_2
Schedule of Provision For Income Taxes Differs From The Federal Statutory Rate (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reorganization, Chapter 11 [Line Items] | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor |
Federal statutory rate | 21% | ||||||||
State tax rate, net of federal benefit | 3.60% | ||||||||
Permanent items | (1.90%) | ||||||||
Nondeductible basis difference | 0% | ||||||||
Effect of change in state rate | 0% | ||||||||
Prior period adjustments and other | 0% | ||||||||
Change in valuation allowance | 68.10% | ||||||||
Effective income tax rate | 90.80% | 9.44% | 0% | ||||||
Predecessor [Member] | |||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||
Federal statutory rate | 21% | 21% | |||||||
State tax rate, net of federal benefit | 3.60% | 3.70% | |||||||
Permanent items | (5.40%) | (0.90%) | |||||||
Nondeductible basis difference | 0% | 0.10% | |||||||
Effect of change in state rate | (0.10%) | 3.90% | |||||||
Prior period adjustments and other | (0.10%) | 0% | |||||||
Change in valuation allowance | (19.00%) | (27.80%) | |||||||
Effective income tax rate | (0.00%) | 0% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reorganization, Chapter 11 [Line Items] | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor |
Net operating loss carryforwards | $ 6,671,907 | $ 6,671,907 | $ 6,671,907 | ||||||
Stock-based compensation expense | 2,936,945 | 2,936,945 | 2,936,945 | ||||||
Capitalized research and development costs | 2,421,390 | 2,421,390 | 2,421,390 | ||||||
Capitalized start-up costs | 1,121,802 | 1,121,802 | 1,121,802 | ||||||
Capitalized licensing costs | 687,926 | 687,926 | 687,926 | ||||||
Derivative liabilities | |||||||||
Capitalized patents | 288,123 | 288,123 | 288,123 | ||||||
Warrants | 133,203 | 133,203 | 133,203 | ||||||
Accrued payroll | 71,830 | 71,830 | 71,830 | ||||||
Contributions carryforward | 2,833 | 2,833 | 2,833 | ||||||
Lease liabilities | 26,794 | 26,794 | 26,794 | ||||||
Deferred rent | |||||||||
Deferred tax assets | 14,362,753 | 14,362,753 | 14,362,753 | ||||||
Valuation allowance | |||||||||
Deferred tax assets | 14,362,753 | 14,362,753 | 14,362,753 | ||||||
Deferred debt discount | |||||||||
Right-of-use asset | (24,236) | (24,236) | (24,236) | ||||||
In-process research and development | (24,658,231) | (24,658,231) | (24,658,231) | ||||||
Fixed assets | (4,270) | (4,270) | (4,270) | ||||||
Deferred tax liabilities | (24,686,737) | (24,686,737) | (24,686,737) | ||||||
Deferred tax assets, net | $ (10,323,984) | $ (10,323,984) | $ (10,323,984) | ||||||
Predecessor [Member] | |||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||
Net operating loss carryforwards | $ 6,639,882 | $ 4,930,055 | |||||||
Stock-based compensation expense | 4,084,595 | 3,220,799 | |||||||
Capitalized research and development costs | 2,362,939 | 2,199,126 | |||||||
Capitalized start-up costs | 565,530 | 620,016 | |||||||
Capitalized licensing costs | 689,820 | 735,485 | |||||||
Derivative liabilities | 6,388 | ||||||||
Capitalized patents | 273,682 | 235,065 | |||||||
Warrants | 238,768 | 239,307 | |||||||
Accrued payroll | |||||||||
Contributions carryforward | 2,833 | 2,840 | |||||||
Lease liabilities | |||||||||
Deferred rent | 4,176 | ||||||||
Deferred tax assets | 14,858,049 | 12,193,257 | |||||||
Valuation allowance | (14,853,648) | (12,180,021) | |||||||
Deferred tax assets | 4,401 | 13,236 | |||||||
Deferred debt discount | (6,388) | ||||||||
Right-of-use asset | |||||||||
In-process research and development | |||||||||
Fixed assets | (4,401) | (6,848) | |||||||
Deferred tax liabilities | (4,401) | (13,236) | |||||||
Deferred tax assets, net |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reorganization, Chapter 11 [Line Items] | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor |
Net operating loss carry forwards, federal | $ 27,515,427 | $ 27,515,427 | $ 27,515,427 | ||||||
Net operating loss carry forwards, state | 20,567,703 | 20,567,703 | 20,567,703 | ||||||
Valuation allowance | |||||||||
Change in valuation allowance | $ 558,581 | ||||||||
Effective tax rate | 90.80% | 9.44% | 0% | ||||||
Effective tax rate due to adjustment | 9.44% | ||||||||
Predecessor [Member] | |||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||
Net operating loss carry forwards, federal | $ 27,385,445 | $ 20,446,200 | |||||||
Net operating loss carry forwards, state | 20,458,902 | 14,644,000 | |||||||
Valuation allowance | 2,673,627 | 2,244,084 | |||||||
Valuation allowance | 14,853,648 | 12,180,021 | |||||||
Change in valuation allowance | $ (2,673,627) | $ (2,244,084) | |||||||
Effective tax rate | (0.00%) | 0% |
Schedule of Right of Use Assets
Schedule of Right of Use Assets and Liabilities (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reorganization, Chapter 11 [Line Items] | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor |
Operating cash flows used in operating activities | $ 74,405 | $ 4,786 | |||||||
Operating leases | |||||||||
Weighted average remaining lease term | 1 year 29 days | 1 year 29 days | 4 months 2 days | 4 months 2 days | 1 year 29 days | 1 year 29 days | |||
Weighted average discount rate | 6.50% | 6.50% | 6.50% | 6.50% | 6.50% | 6.50% | |||
Predecessor [Member] | |||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||
Operating cash flows used in operating activities | $ 67,567 | $ 86,100 | |||||||
Operating leases | |||||||||
Weighted average remaining lease term | 1 year 4 months 2 days | 1 year 4 months 2 days | |||||||
Weighted average discount rate | 6.50% | 6.50% |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Under Lease (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
October 1, 2023 to December 31, 2023 | $ 34,822 | $ 112,916 |
Less: amount representing imputed interest | (472) | (4,160) |
Total | $ 34,349 | $ 108,756 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||||||||
Mar. 29, 2023 USD ($) shares | Feb. 28, 2023 USD ($) | Feb. 20, 2023 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 23, 2022 USD ($) | Aug. 26, 2022 USD ($) | Mar. 07, 2022 USD ($) | Dec. 15, 2021 USD ($) | Dec. 15, 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, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) shares | Sep. 30, 2022 USD ($) | Dec. 12, 2022 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Jul. 26, 2023 shares | May 10, 2022 $ / shares | |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
License agreements up front cash payment | $ 200,000 | ||||||||||||||||||||||||
Aggregate milestone cash payments | $ 500,000 | $ 1,500,000 | $ 1,000,000 | $ 22,500,000 | 21,500,000 | ||||||||||||||||||||
Second license agreement milestone | 2,500,000 | ||||||||||||||||||||||||
Aggregate common stock exercise price share | $ / shares | $ 402.50 | $ 402.50 | $ 402.50 | $ 402.50 | $ 402.50 | ||||||||||||||||||||
Fair value of grant date excerisable | $ 766,384 | ||||||||||||||||||||||||
[custom:LicenseAgreementsPayableUponCommencement] | 500,000 | ||||||||||||||||||||||||
[custom:LicenseAgreementsPayable] | 500,000 | ||||||||||||||||||||||||
[custom:CashPaymentExercisePriceWithheld] | $ 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%. | ||||||||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | ||||||||||||||||
Operating lease rent expense | $ 7,795 | ||||||||||||||||||||||||
Milestone payment description | The Company entered into a License Agreement with L&F Research LLC (“L&F Research”) effective December 15, 2015, as amended (the “L&F License Agreement”) pursuant to which L&F granted us an exclusive royalty-bearing, worldwide, sublicensable license under the patent and intellectual property rights and know-how specific to and for the development and commercialization of VAR 200, for the treatment, inhibition or prevention of kidney disease in humans and symptoms thereof, including focal segmental glomerulosclerosis. On February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waived L&F’s right to terminate the L&F License Agreement or any other remedies, for non-payment of the First Milestone Payment, until (a) March 31, 2023 as to $1,000,000 of such milestone payments (“Waiver A”) and (b) January 31, 2024 as to $500,000 milestone payments (“Waiver B”). | ||||||||||||||||||||||||
Cash payment | $ 6,819 | ||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | shares | 1,880 | 1,880 | 1,880 | 0 | 0 | 1,880 | 1,880 | ||||||||||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 331,331 | $ 331,331 | $ 331,331 | $ 331,331 | $ 331,331 | ||||||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||||||||||
Operating lease asset amortization | $ 38,885 | $ 116,083 | |||||||||||||||||||||||
Waiver A [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Debt forgiveness | $ 351,579 | $ 351,579 | |||||||||||||||||||||||
Cash payment | $ 648,421 | $ 648,421 | |||||||||||||||||||||||
Maturity date | Mar. 31, 2023 | ||||||||||||||||||||||||
Waiver B [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Cash payment | $ 500,000 | ||||||||||||||||||||||||
Maturity date | Jan. 31, 2024 | ||||||||||||||||||||||||
License Agreement [Member] | L&F Research LLC [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Milestone payments | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||||||||
License Agreement [Member] | L&F Research LLC [Member] | Waiver B [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Net proceeds from issuance of equity capital | $ 30,000,000 | ||||||||||||||||||||||||
License Agreement [Member] | L&F Research LLC [Member] | Waiver A [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Temporary Equity, Shares Outstanding | shares | 1,880 | ||||||||||||||||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 331,331 | ||||||||||||||||||||||||
Predecessor [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
License agreements up front cash payment | $ 346,321 | ||||||||||||||||||||||||
Aggregate common stock shares | shares | 24,167,257 | ||||||||||||||||||||||||
Fair value of grant date excerisable | $ 815,822 | ||||||||||||||||||||||||
Fair value of excerisable period | period of five years | ||||||||||||||||||||||||
Aggregate common stock shares | shares | 400,000 | ||||||||||||||||||||||||
Number of operating lease square feet | ft² | 3,500 | ||||||||||||||||||||||||
Lease base rent | $ 89,000 | ||||||||||||||||||||||||
Sublease base rent lease commitment | 497,000 | ||||||||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||||||||||||||||||
Operating lease rent expense | $ 148,881 | $ 148,125 | |||||||||||||||||||||||
Temporary Equity, Shares Outstanding | shares | 331,331 | ||||||||||||||||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent | $ 331,331 | ||||||||||||||||||||||||
Lessee, Lease, Description [Line Items] | |||||||||||||||||||||||||
Lease base rent lease commitment | $ 497,000 | ||||||||||||||||||||||||
Operating lease rent expense | $ 42,225 | $ 118,519 | |||||||||||||||||||||||
Predecessor [Member] | 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 exercise price share | $ / shares | $ 402.50 | $ 402.50 | $ 402.50 | $ 402.50 | $ 402.50 | ||||||||||||||||||||
Aggregate common stock shares | shares | 39,373 | ||||||||||||||||||||||||
Warrant [Member] | Predecessor [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Aggregate common stock shares | shares | 600,000 | 878,947 | |||||||||||||||||||||||
Aggregate common stock exercise price share | $ / shares | $ 2.30 | $ 1 | $ 3.20 | ||||||||||||||||||||||
Fair value of grant date excerisable | $ 153,324 | ||||||||||||||||||||||||
Aggregate common stock shares | shares | 351,578 | 175,789 | 351,579 | 351,578 | 351,578 | 6,406,210 | 351,578 | 351,578 | |||||||||||||||||
Aggregate common stock shares | shares | 1,000,000 | ||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Percentage of product sales | 5% | ||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||
Percentage of product sales | 10% |
Schedule of Stock Options Grant
Schedule of Stock Options Granted (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reorganization, Chapter 11 [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | |
Expected term (years) | 6 years | |||||||||
Expected dividends | 0% | |||||||||
Minimum [Member] | ||||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||||
Fair value of common stock on date of grant | $ 15.26 | |||||||||
Risk free interest rate | 3.53% | |||||||||
Expected volatility | 120% | |||||||||
Maximum [Member] | ||||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||||
Fair value of common stock on date of grant | $ 78.05 | |||||||||
Risk free interest rate | 4.27% | |||||||||
Expected volatility | 123% | |||||||||
Predecessor [Member] | ||||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | ||||||
Fair value of common stock on date of grant | $ 3.25 | |||||||||
Expected dividends | 0% | 0% | 0% | |||||||
Predecessor [Member] | Minimum [Member] | ||||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||||
Fair value of common stock on date of grant | $ 2.27 | $ 2.27 | ||||||||
Risk free interest rate | 1.68% | 1.68% | 0.66% | |||||||
Expected term (years) | 3 years 6 months 10 days | 3 years 6 months 10 days | 5 years | |||||||
Expected volatility | 111% | 111% | 118% | |||||||
Predecessor [Member] | Maximum [Member] | ||||||||||
Reorganization, Chapter 11 [Line Items] | ||||||||||
Fair value of common stock on date of grant | $ 3 | $ 3 | ||||||||
Risk free interest rate | 3.01% | 3.01% | 1.26% | |||||||
Expected term (years) | 6 years | 6 years | 6 years | |||||||
Expected volatility | 119% | 119% | 125% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Mar. 10, 2023 | Jan. 27, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reorganization, Chapter 11 [Line Items] | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | ||
Number of options, outstanding beginning balance | 56,999 | 56,999 | |||||||||
Weighted average exercise price, beginning balance | $ 366.29 | $ 366.29 | |||||||||
Number of options, granted | 372 | 44,753 | |||||||||
Weighted average exercise price, granted | $ 19.52 | ||||||||||
Number of options, exercised | |||||||||||
Weighted average exercise price, exercised | |||||||||||
Number of options, forfeited | |||||||||||
Weighted average exercise price, forfeited | |||||||||||
Number of options, outstanding ending balance | 56,999 | 56,999 | 101,752 | 101,752 | 56,999 | 56,999 | |||||
Weighted average exercise price, ending balance | $ 366.29 | $ 366.29 | $ 220.65 | $ 220.65 | $ 366.29 | $ 366.29 | |||||
Weighted average remaining life in years, outstanding | 5 years 9 months 18 days | 6 years 7 months 6 days | |||||||||
Aggregate intrinsic value, ending balance | $ 23,770 | $ 184,426 | |||||||||
Number of options, exercisable ending balance | 47,030 | 47,030 | 56,284 | 56,284 | 47,030 | ||||||
Weighted average exercise price, Exercisable | $ 337.43 | $ 337.43 | $ 333.65 | $ 333.65 | $ 337.43 | ||||||
Weighted average remaining life in years, exercisable | 5 years 3 months 18 days | 5 years 2 months 12 days | |||||||||
Aggregate intrinsic value, exercisable | |||||||||||
Predecessor [Member] | |||||||||||
Reorganization, Chapter 11 [Line Items] | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||||
Number of options, outstanding beginning balance | 10,039,348 | 10,039,348 | 10,039,348 | 8,755,179 | |||||||
Weighted average exercise price, beginning balance | $ 2.15 | $ 2.15 | $ 2.15 | $ 2 | |||||||
Number of options, granted | 1,284,169 | ||||||||||
Weighted average exercise price, granted | $ 3.17 | ||||||||||
Number of options, exercised | |||||||||||
Weighted average exercise price, exercised | |||||||||||
Number of options, forfeited | |||||||||||
Weighted average exercise price, forfeited | |||||||||||
Number of options, outstanding ending balance | 10,039,348 | ||||||||||
Weighted average exercise price, ending balance | $ 2.15 | ||||||||||
Weighted average remaining life in years, outstanding | 5 years 10 months 24 days | ||||||||||
Aggregate intrinsic value, ending balance | $ 3,271,992 | ||||||||||
Number of options, exercisable ending balance | 8,258,023 | ||||||||||
Weighted average exercise price, Exercisable | $ 1.91 | ||||||||||
Weighted average remaining life in years, exercisable | 5 years 3 months 18 days | ||||||||||
Aggregate intrinsic value, exercisable | $ 3,271,992 |
Schedule of Information Related
Schedule of Information Related to Stock Options (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | May 24, 2023 | Mar. 10, 2023 | Jan. 27, 2023 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | |||
Options outstanding, exercise price | $ 15.40 | $ 79.10 | $ 73.85 | |||||||||
Options outstanding, Number of options | 56,999 | 56,999 | 101,752 | 101,752 | 56,999 | 41,523 | 2,858 | |||||
Options exercisable, weighted average remaining life in life | 5 years 2 months 12 days | 5 years 3 months 18 days | ||||||||||
Options exercisable, Number of options | 47,030 | 47,030 | 56,284 | 56,284 | 47,030 | |||||||
Exercise Price One [Member] | ||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||||||
Options outstanding, exercise price | $ 176.05 | $ 176.05 | $ 15.25 | $ 15.25 | $ 176.05 | |||||||
Options outstanding, Number of options | 18,952 | 18,952 | 41,523 | 41,523 | 18,952 | |||||||
Options exercisable, weighted average remaining life in life | 10 years | 3 years 1 month 6 days | ||||||||||
Options exercisable, Number of options | 18,952 | 18,952 | 4,286 | 4,286 | 18,952 | |||||||
Exercise Price Two [Member] | ||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||||||
Options outstanding, exercise price | $ 396.55 | $ 396.55 | $ 73.85 | $ 73.85 | $ 396.55 | |||||||
Options outstanding, Number of options | 351 | 351 | 2,858 | 2,858 | 351 | |||||||
Options exercisable, weighted average remaining life in life | 9 years 6 months | |||||||||||
Options exercisable, Number of options | 351 | 351 | 351 | |||||||||
Exercise Price Three [Member] | ||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||||||
Options outstanding, exercise price | $ 405.30 | $ 405.30 | $ 79.10 | $ 79.10 | $ 405.30 | |||||||
Options outstanding, Number of options | 20,819 | 20,819 | 372 | 372 | 20,819 | |||||||
Options exercisable, weighted average remaining life in life | 6 years 3 months 18 days | |||||||||||
Options exercisable, Number of options | 20,819 | 20,819 | 20,819 | |||||||||
Exercise Price Four [Member] | ||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||||||
Options outstanding, exercise price | $ 572.60 | $ 572.60 | $ 176.05 | $ 176.05 | $ 572.60 | |||||||
Options outstanding, Number of options | 16,877 | 16,877 | 18,952 | 18,952 | 16,877 | |||||||
Options exercisable, weighted average remaining life in life | 2 years 3 months 18 days | 8 years 3 months 18 days | ||||||||||
Options exercisable, Number of options | 6,908 | 6,908 | 18,952 | 18,952 | 6,908 | |||||||
Exercise Price Five [Member] | ||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||||||
Options outstanding, exercise price | $ 396.55 | $ 396.55 | ||||||||||
Options outstanding, Number of options | 351 | 351 | ||||||||||
Options exercisable, weighted average remaining life in life | 8 years 9 months 18 days | |||||||||||
Options exercisable, Number of options | 351 | 351 | ||||||||||
Exercise Price Six [Member] | ||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||||||
Options outstanding, exercise price | $ 405.30 | $ 405.30 | ||||||||||
Options outstanding, Number of options | 20,819 | 20,819 | ||||||||||
Options exercisable, weighted average remaining life in life | 5 years 6 months | |||||||||||
Options exercisable, Number of options | 20,819 | 20,819 | ||||||||||
Exercise Price Seven [Member] | ||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||||||||||
Options outstanding, exercise price | $ 572.60 | $ 572.60 | ||||||||||
Options outstanding, Number of options | 16,877 | 16,877 | ||||||||||
Options exercisable, weighted average remaining life in life | 7 years 8 months 12 days | |||||||||||
Options exercisable, Number of options | 11,876 | 11,876 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||
Sep. 18, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | ||
Number of warrants, outstanding beginning balance | 246,594 | ||||||||||
Number of warrants, granted | 1,152,467 | ||||||||||
Number of warrants, outstanding ending balance | 246,594 | 246,594 | 1,039,384 | 1,039,384 | 246,594 | ||||||
Number of warrants, exercisable ending balance | 832,690 | 832,690 | |||||||||
Weighted average exercise price, Exercisable | $ 123.37 | $ 123.37 | |||||||||
Number of warrants, Exercised | 474,071 | ||||||||||
Weighted average exercise price, beginning balance | $ 376.11 | ||||||||||
Weighted average exercise price, granted | $ 13.58 | ||||||||||
Number of warrants, exercised | (474,071) | ||||||||||
Weighted average exercise price, exercised | $ 5.33 | ||||||||||
Number of warrants, forfeited | (2,796) | ||||||||||
Weighted average exercise price, forfeited | $ 109.69 | ||||||||||
Number of warrants, repriced - old | [1] | (24,672) | |||||||||
Weighted average Repriced price | [1] | $ 402.50 | |||||||||
Number of warrants, repriced - new | [1] | 141,868 | |||||||||
Weighted average repriced price | [1] | $ 70 | |||||||||
Number of warrants, repriced - old two | [2] | (39,372) | |||||||||
Weighted average Repriced price two | [2] | $ 35 | |||||||||
Number of warrants, repriced - new two | [2] | 39,372 | |||||||||
Weighted average repriced price new two | [2] | $ 5.78 | |||||||||
Number of warrants, repriced - old three | [3] | (203,464) | |||||||||
Weighted average Repriced price three | [3] | $ 5.78 | |||||||||
Number of warrants, repriced - new three | [3] | 203,464 | |||||||||
Weighted average repriced price new three | [3] | $ 4.75 | |||||||||
Weighted average exercise price, ending balance | $ 376.11 | $ 376.11 | $ 100.25 | $ 100.25 | $ 376.11 | ||||||
Weighted average remaining life in years, outstanding | 4 years 7 months 6 days | ||||||||||
Aggregate intrinsic value, ending balance | |||||||||||
Weighted average remaining life in years, exercisable | 4 years 4 months 24 days | ||||||||||
Aggregate intrinsic value, exercisable | |||||||||||
Predecessor [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||||
Warrant [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of warrants, outstanding beginning balance | 246,594 | 246,594 | |||||||||
Weighted average exercise price, outstanding, beginning balance | $ 376.11 | $ 376.11 | |||||||||
Number of warrants, granted | |||||||||||
Weighted average exercise price, issued | |||||||||||
Number of warrants, outstanding ending balance | 246,594 | 246,594 | 1,039,384 | 1,039,384 | 246,594 | 246,594 | |||||
Weighted average exercise price, outstanding, ending balance | $ 376.11 | $ 376.11 | $ 376.11 | $ 376.11 | |||||||
Weighted average remaining life, outstanding | 4 years 9 months 18 days | ||||||||||
Aggregate intrinsic value, outstanding, ending balance | |||||||||||
Number of warrants, exercisable ending balance | 244,598 | 244,598 | 833,924 | 833,924 | 244,598 | ||||||
Weighted average exercise price, Exercisable | $ 376.11 | $ 376.11 | $ 376.11 | ||||||||
Weighted average remaining life, exercisable | 4 years 9 months 18 days | ||||||||||
Aggregate intrinsic value, exercisable, ending balance | |||||||||||
Weighted average repriced price | $ 4.75 | ||||||||||
Warrant [Member] | Predecessor [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of warrants, outstanding beginning balance | 8,560,562 | 2,154,352 | 2,154,352 | 2,154,352 | |||||||
Weighted average exercise price, outstanding, beginning balance | $ 1.52 | $ 1.98 | $ 1.98 | $ 1.98 | |||||||
Number of warrants, granted | 6,406,210 | ||||||||||
Weighted average exercise price, issued | $ 1.37 | ||||||||||
Number of warrants, outstanding ending balance | 8,560,562 | 2,154,352 | |||||||||
Weighted average exercise price, outstanding, ending balance | $ 1.52 | $ 1.98 | |||||||||
Weighted average remaining life, outstanding | 1 year 9 months 18 days | ||||||||||
Aggregate intrinsic value, outstanding, ending balance | $ 59,681 | ||||||||||
Number of warrants, exercisable ending balance | 8,560,562 | ||||||||||
Weighted average exercise price, Exercisable | $ 1.55 | ||||||||||
Weighted average remaining life, exercisable | 3 years 10 months 24 days | ||||||||||
Aggregate intrinsic value, exercisable, ending balance | $ 34,203 | ||||||||||
Number of warrants, Exercised | |||||||||||
Weighted average exercise price, exercised | |||||||||||
Number of warrants, exercised | |||||||||||
[1]Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 24,671 70.00 39,371 5.79 203,463 4.75 |
Schedule of Information Relat_2
Schedule of Information Related to Stock Warrants (Details) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 18, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 12, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Number of warrants, outstanding | 246,594 | 1,039,384 | 246,594 | ||
Number of warrants, exercisable | 832,690 | ||||
Warrant exercisable, weighted average remaining life in life | 5 years 2 months 12 days | 5 years 3 months 18 days | |||
Exercise Price One [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant exercisable, weighted average remaining life in life | 10 years | 3 years 1 month 6 days | |||
Exercise Price Two [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant exercisable, weighted average remaining life in life | 9 years 6 months | ||||
Exercise Price Three [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant exercisable, weighted average remaining life in life | 6 years 3 months 18 days | ||||
Exercise Price Four [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant exercisable, weighted average remaining life in life | 2 years 3 months 18 days | 8 years 3 months 18 days | |||
Exercise Price Five [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant exercisable, weighted average remaining life in life | 8 years 9 months 18 days | ||||
Exercise Price Six [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant exercisable, weighted average remaining life in life | 5 years 6 months | ||||
Exercise Price Seven [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Warrant exercisable, weighted average remaining life in life | 7 years 8 months 12 days | ||||
Warrant [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Weighted average exercise price, outstanding | $ 376.11 | $ 376.11 | $ 376.11 | ||
Number of warrants, outstanding | 246,594 | 1,039,384 | 246,594 | 246,594 | |
Warrants exercisable, weighted average remaining life in life | 4 years 9 months 18 days | ||||
Number of warrants, exercisable | 244,598 | 833,924 | 244,598 | ||
Warrant exercisable, weighted average remaining life in life | 5 years 6 months | 4 years 9 months 18 days | |||
Warrant exercisable, weighted average remaining life in life | 4 years 4 months 24 days | ||||
Warrant [Member] | Exercise Price One [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Weighted average exercise price, outstanding | $ 176.05 | $ 4.75 | $ 176.05 | ||
Number of warrants, outstanding | 2,994 | 203,464 | 2,994 | ||
Warrants exercisable, weighted average remaining life in life | 2 years | ||||
Number of warrants, exercisable | 998 | 998 | |||
Warrant [Member] | Exercise Price Two [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Weighted average exercise price, outstanding | $ 241.50 | $ 5.78 | $ 241.50 | ||
Number of warrants, outstanding | 36,363 | 199,555 | 36,363 | ||
Warrants exercisable, weighted average remaining life in life | 4 years 10 months 24 days | ||||
Number of warrants, exercisable | 36,363 | 199,555 | 36,363 | ||
Warrant exercisable, weighted average remaining life in life | 4 years 9 months 18 days | ||||
Warrant [Member] | Exercise Price Three [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Weighted average exercise price, outstanding | $ 402.50 | $ 35 | $ 402.50 | ||
Number of warrants, outstanding | 197,985 | 275,378 | 197,985 | ||
Warrants exercisable, weighted average remaining life in life | 4 years 10 months 24 days | ||||
Number of warrants, exercisable | 197,985 | 275,378 | 197,985 | ||
Warrant exercisable, weighted average remaining life in life | 4 years 7 months 6 days | ||||
Warrant [Member] | Exercise Price Four [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Weighted average exercise price, outstanding | $ 405.30 | $ 70 | $ 405.30 | ||
Number of warrants, outstanding | 9,252 | 139,403 | 9,252 | ||
Warrants exercisable, weighted average remaining life in life | 1 year | ||||
Number of warrants, exercisable | 9,252 | 139,403 | 9,252 | ||
Warrant exercisable, weighted average remaining life in life | 4 years 2 months 12 days | ||||
Warrant [Member] | Exercise Price Five [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Weighted average exercise price, outstanding | $ 176.05 | ||||
Number of warrants, outstanding | 2,994 | ||||
Number of warrants, exercisable | 998 | ||||
Warrant exercisable, weighted average remaining life in life | 1 year 3 months 18 days | ||||
Warrant [Member] | Exercise Price Six [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Weighted average exercise price, outstanding | $ 241.50 | ||||
Number of warrants, outstanding | 36,363 | ||||
Number of warrants, exercisable | 36,363 | ||||
Warrant exercisable, weighted average remaining life in life | 4 years 2 months 12 days | ||||
Warrant [Member] | Exercise Price Seven [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Weighted average exercise price, outstanding | $ 402.50 | ||||
Number of warrants, outstanding | 173,306 | ||||
Number of warrants, exercisable | 173,306 | ||||
Warrant exercisable, weighted average remaining life in life | 4 years 2 months 12 days | ||||
Warrant [Member] | Exercise Price Eight [Member] | |||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Weighted average exercise price, outstanding | $ 405.30 | ||||
Number of warrants, outstanding | 8,921 | ||||
Number of warrants, exercisable | 8,921 | ||||
Warrant exercisable, weighted average remaining life in life | 2 months 12 days |
Stockholders_ Permanent and T_3
Stockholders’ Permanent and Temporary Equity (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Sep. 18, 2023 USD ($) $ / shares | Sep. 14, 2023 USD ($) shares | Aug. 04, 2023 USD ($) $ / shares shares | Aug. 02, 2023 USD ($) $ / shares shares | Jul. 26, 2023 USD ($) $ / shares shares | Jun. 05, 2023 USD ($) shares | May 24, 2023 USD ($) $ / shares shares | Apr. 28, 2023 USD ($) $ / shares shares | Apr. 28, 2023 USD ($) $ / shares shares | Mar. 10, 2023 USD ($) $ / shares shares | Feb. 20, 2023 USD ($) | Jan. 27, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 12, 2022 $ / shares shares | Dec. 12, 2022 $ / shares shares | Dec. 06, 2022 USD ($) $ / shares shares | Sep. 22, 2022 $ / shares | Sep. 16, 2022 USD ($) $ / shares shares | Aug. 31, 2022 USD ($) $ / shares | Jul. 08, 2022 USD ($) $ / shares shares | May 10, 2022 $ / shares | Mar. 31, 2022 USD ($) $ / shares shares | Dec. 13, 2020 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Sep. 30, 2022 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Dec. 12, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 13, 2022 $ / shares | Dec. 31, 2020 shares | Dec. 15, 2020 shares | Apr. 18, 2019 $ / shares shares | Dec. 15, 2015 $ / shares shares | |||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 110,000,000 | 110,000,000 | 110,000,000 | ||||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | ||||||||||||||||||||||||||||||
Share price, per share | $ / shares | $ 176.28 | ||||||||||||||||||||||||||||||||||||||
Additional paid in capital | $ | $ 104,584,147 | $ 104,584,147 | $ 109,591,327 | $ 109,591,327 | $ 104,584,147 | ||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 331,331 | ||||||||||||||||||||||||||||||||||||||
Placement agent fees | $ | $ 57,980 | ||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 402.50 | $ 402.50 | $ 402.50 | ||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 56,999 | 56,999 | 56,999 | 56,999 | 101,752 | 101,752 | 56,999 | 56,999 | |||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 67.90 | $ 67.90 | $ 3.25 | ||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 70 | $ 70 | $ 350 | $ 350 | $ 350 | ||||||||||||||||||||||||||||||||||
Satisfaction of company liabilities | $ | $ 5,062,000 | $ 5,062,000 | $ 5,062,000 | ||||||||||||||||||||||||||||||||||||
Stock based compensation expense | $ | 56,333 | $ 243,045 | $ 494,022 | $ 896,249 | $ 3,131,708 | $ 3,524,802 | $ 4,245,463 | ||||||||||||||||||||||||||||||||
Unrecognized stock-based compensation expense | $ | 2,957,047 | $ 2,957,047 | 1,324,176 | $ 1,324,176 | $ 2,957,047 | ||||||||||||||||||||||||||||||||||
weighted average period | 1 year 7 months 6 days | 1 year 8 months 12 days | |||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 176.28 | 176.28 | |||||||||||||||||||||||||||||||||||||
Company valuation | $ | $ 85,000,000 | ||||||||||||||||||||||||||||||||||||||
Warrant or Right, Reason for Issuance, Description | The Replacement Warrants include (a) exercisable warrants to purchase 36,340 shares of Successor common stock with an exercise price of $241.50 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 2,992 shares of Successor common stock with an exercise price of $176.05 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 997 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 9,229 shares of Successor common stock with an exercise price of $405.30 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). | ||||||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | $ | $ 26 | $ 26 | 123 | $ 123 | $ 26 | ||||||||||||||||||||||||||||||||||
Legal Fees | $ | 16,131 | ||||||||||||||||||||||||||||||||||||||
[custom:IncrementalFairValue] | $ | 134,591 | ||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ | $ 6,700,000 | ||||||||||||||||||||||||||||||||||||||
Stock Redeemed or Called During Period, Value | $ | $ 331,331 | ||||||||||||||||||||||||||||||||||||||
Preferred Stock Dividends and Other Adjustments | $ | $ 84,315 | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | |||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 191,992 | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award | ten | ten | ten | ||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding | 41,523 | 2,858 | 56,999 | 56,999 | 101,752 | 101,752 | 56,999 | ||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 499,660 | $ 23,770 | $ 184,426 | ||||||||||||||||||||||||||||||||||||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsVestedWeightedAverageRemainingContractualTerm1] | 3 years | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ / shares | $ 15.40 | $ 79.10 | $ 73.85 | ||||||||||||||||||||||||||||||||||||
Shares purchased | 372 | ||||||||||||||||||||||||||||||||||||||
Shares purchased | 372 | 44,753 | |||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ | $ 555,004 | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ | $ 55,344 | ||||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ | $ 947 | ||||||||||||||||||||||||||||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionsRepricedNewInPeriodWeightedAverageExercisePrice] | $ / shares | [1] | $ 70 | |||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 2 months 12 days | 5 years 3 months 18 days | |||||||||||||||||||||||||||||||||||||
[custom:WarrantModificationCosts] | $ | $ 134,591 | ||||||||||||||||||||||||||||||||||||||
[custom:PercentageOfRegistrationDelayPayments-0] | 1.50% | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2% | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ | $ 6,819 | ||||||||||||||||||||||||||||||||||||||
Executive Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 143 | ||||||||||||||||||||||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 70 | $ 402.50 | $ 402.50 | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,464 | 24,671 | 24,671 | ||||||||||||||||||||||||||||||||||||
[custom:ExerciseFloorPriceReset-0] | $ / shares | $ 70 | $ 70 | |||||||||||||||||||||||||||||||||||||
Series B Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
[custom:ExerciseFloorPriceReset-0] | $ / shares | 245 | 245 | |||||||||||||||||||||||||||||||||||||
July Twenty Twenty Three Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionsRepricedNewInPeriodWeightedAverageExercisePrice] | $ / shares | $ 4.75 | ||||||||||||||||||||||||||||||||||||||
PIPE Warrant [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock sold | 24,671 | ||||||||||||||||||||||||||||||||||||||
Preferred stock price per share | $ / shares | $ 35,000 | $ 35,000 | |||||||||||||||||||||||||||||||||||||
Net proceeds | $ | $ 8,635,000 | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 56,950 | 56,950 | 56,950 | ||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 176.28 | ||||||||||||||||||||||||||||||||||||||
Options Held [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 56,999 | 56,999 | 56,999 | ||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
[custom:NumberOfWarrantExercisableShareValue-0] | 24,671 | 24,671 | 24,671 | ||||||||||||||||||||||||||||||||||||
Replacement Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 48,561 | 48,561 | 48,561 | ||||||||||||||||||||||||||||||||||||
Research and Development Expense [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock based compensation expense | $ | $ 7,808 | $ 38,224 | 67,608 | 117,320 | 619,363 | 673,160 | 944,525 | ||||||||||||||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock based compensation expense | $ | $ 48,525 | $ 281,269 | $ 426,414 | 778,929 | $ 2,512,345 | $ 2,851,642 | $ 3,300,938 | ||||||||||||||||||||||||||||||||
Stock Issued | $ | $ 1,156,778 | ||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 70 | $ 70 | $ 70 | ||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share price, per share | $ / shares | 0.35 | 0.35 | 0.35 | ||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | 402.50 | 402.50 | 402.50 | ||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 39,373 | ||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 1,000 | 1,000 | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 176.28 | ||||||||||||||||||||||||||||||||||||||
[custom:ClosingPriceOfCommonStock] | $ / shares | $ 630 | ||||||||||||||||||||||||||||||||||||||
[custom:IncrementalFairValue] | $ | $ 47,300 | ||||||||||||||||||||||||||||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionsRepricedNewInPeriodWeightedAverageExercisePrice] | $ / shares | $ 4.75 | ||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term | 5 years 6 months | 4 years 9 months 18 days | |||||||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 35 | $ 35 | |||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 314,729 | 314,729 | |||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 70 | $ 70 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 314,729 | ||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 966,400 | $ 11,000,000 | |||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ | $ 208,702 | 523,115 | 1,184,482 | ||||||||||||||||||||||||||||||||||||
Payments for Other Fees | $ | 125,943 | 440,620 | |||||||||||||||||||||||||||||||||||||
Legal Fees | $ | 236,091 | 455,332 | |||||||||||||||||||||||||||||||||||||
Professional Fees | $ | 87,037 | 259,774 | |||||||||||||||||||||||||||||||||||||
[custom:OtherCosts] | $ | 26,744 | $ 28,756 | |||||||||||||||||||||||||||||||||||||
[custom:IncrementalFairValue] | $ | $ 47,300 | ||||||||||||||||||||||||||||||||||||||
Reclassification of formerly redeemable common stock | 1,880 | ||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ | $ 1,400,000 | ||||||||||||||||||||||||||||||||||||||
Stock Redeemed or Called During Period, Value | $ | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 141,861 | ||||||||||||||||||||||||||||||||||||||
[custom:StockIssuedDuringPeriodSharesWarrantInducementOfferExerciseProceeds] | 203,464 | 203,463 | [2] | ||||||||||||||||||||||||||||||||||||
Pre Funded Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.0035 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 93,030 | ||||||||||||||||||||||||||||||||||||||
July Twenty Twenty Three Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 363,636 | ||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 270,606 | ||||||||||||||||||||||||||||||||||||||
July Twenty Twenty Three Offering [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 5.78 | ||||||||||||||||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 2,100,000 | ||||||||||||||||||||||||||||||||||||||
Common Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 5.78 | ||||||||||||||||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | ||||||||||||||||||||||||||||||||||||||
Investor [Member] | Common Stock [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 86,976 | ||||||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | $ | $ 1,200,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 56,507 | ||||||||||||||||||||||||||||||||||||||
Investor [Member] | Pre Funded Warrants [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 0.0035 | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 270,607 | ||||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ | $ 947 | ||||||||||||||||||||||||||||||||||||||
Investor [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Reclassification of formerly redeemable common stock | 150 | ||||||||||||||||||||||||||||||||||||||
Stock Redeemed or Called During Period, Value | $ | $ 230,000 | ||||||||||||||||||||||||||||||||||||||
Investor [Member] | Series A Convertible Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
[custom:RemainingSharesBeforeRedemption] | 200 | ||||||||||||||||||||||||||||||||||||||
Three Investor [Member] | Warrant [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 5.78 | ||||||||||||||||||||||||||||||||||||||
Three Investor [Member] | Warrant [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 35 | ||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 8,635 | 8,635 | 8,635 | 8,635 | 8,635 | ||||||||||||||||||||||||||||||||||
Net proceeds | $ | $ 8,635,000 | ||||||||||||||||||||||||||||||||||||||
Preferred stock, shares designated | 8,635 | 8,635 | 50 | 50 | 8,635 | ||||||||||||||||||||||||||||||||||
Proceeds from registered offering to redeem series A preferred stock | $ | $ 10,500,000 | ||||||||||||||||||||||||||||||||||||||
Deemed dividend | $ | $ 37,000 | ||||||||||||||||||||||||||||||||||||||
[custom:RemainingSharesWithConversionFloorPriceReset] | 235 | ||||||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 350 | $ 350 | |||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,062 | 5,062 | 5,062 | 5,062 | 5,062 | 5,062 | |||||||||||||||||||||||||||||||||
Preferred stock sold | 8,635 | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 24,671 | 24,671 | 24,671 | ||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares designated | 5,062 | 5,062 | 5,062 | 5,062 | 5,062 | 5,062 | |||||||||||||||||||||||||||||||||
[custom:SharesConversionPrice-0] | $ / shares | $ 350 | $ 350 | $ 350 | ||||||||||||||||||||||||||||||||||||
Deemed dividend | $ | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | 245 | 245 | 245 | ||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
[custom:SharesConversionPrice-0] | $ / shares | 245 | 245 | 245 | ||||||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 5,062 | ||||||||||||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 350 | $ 350 | |||||||||||||||||||||||||||||||||||||
Redemption of Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Proceeds from registered offering to redeem series A preferred stock | $ | $ 10,500,000 | ||||||||||||||||||||||||||||||||||||||
Reclassification of formerly redeemable common stock | 8,400 | ||||||||||||||||||||||||||||||||||||||
Net carrying amount | $ | $ 3,800,000 | ||||||||||||||||||||||||||||||||||||||
Conversion of Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 500 | ||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Issued | 35 | ||||||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock sold | 8,635 | ||||||||||||||||||||||||||||||||||||||
Larkspur Larkspur Merger Sub Inc [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,880 | ||||||||||||||||||||||||||||||||||||||
Larkspur Larkspur Merger Sub Inc [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 402.50 | $ 402.50 | $ 402.50 | ||||||||||||||||||||||||||||||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingExercisable-0] | 173,302 | 173,302 | 173,302 | ||||||||||||||||||||||||||||||||||||
Put Option [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Additional paid in capital | $ | $ 331 | ||||||||||||||||||||||||||||||||||||||
2022 Omnibus Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 31,138 | 31,138 | 31,138 | ||||||||||||||||||||||||||||||||||||
Common stock future issuance | 31,138 | 31,138 | 31,138 | ||||||||||||||||||||||||||||||||||||
Marketing Agreements [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Stock Issued | $ | $ 605,200 | ||||||||||||||||||||||||||||||||||||||
Shares, Issued | 14,571 | 14,571 | |||||||||||||||||||||||||||||||||||||
Predecessor [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 75,000,000 | 75,000,000 | 75,000,000 | 75,000,000 | |||||||||||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | $ 0.00001 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||||||||||||||||||||||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Predecessor | Predecessor | Predecessor | Predecessor | |||||||||||||||||||||||||||||||||||
Additional paid in capital | $ | $ 40,065,109 | ||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ | $ 0 | $ 3,150,000 | |||||||||||||||||||||||||||||||||||||
Placement agent fees | $ | $ 2,000 | $ 16,000 | $ 21,200 | ||||||||||||||||||||||||||||||||||||
Incremental fair value of stock and warrants | $ | $ 331,200 | ||||||||||||||||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 3.20 | ||||||||||||||||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 1.37 | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 10,039,348 | 8,755,179 | |||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 6,406,210 | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 400,000 | ||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 176.28 | ||||||||||||||||||||||||||||||||||||||
Company valuation | $ | $ 85,000,000 | ||||||||||||||||||||||||||||||||||||||
Common Stock, Value, Issued | $ | $ 242 | ||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 24,167,257 | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 3,271,992 | ||||||||||||||||||||||||||||||||||||||
Shares purchased | 1,284,169 | ||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ | $ 3,271,992 | ||||||||||||||||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ | |||||||||||||||||||||||||||||||||||||||
Predecessor [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 10,039,348 | 10,039,348 | 10,039,348 | ||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 176.28 | ||||||||||||||||||||||||||||||||||||||
Predecessor [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Warrants exercise price | $ / shares | $ 3.20 | $ 2.30 | $ 1 | ||||||||||||||||||||||||||||||||||||
Warrant exercise price per share | $ / shares | $ 241.50 | ||||||||||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 351,578 | 6,406,210 | 6,406,210 | 351,578 | 6,406,210 | 351,578 | 175,789 | 351,579 | |||||||||||||||||||||||||||||||
[custom:NumberOfWarrantExchageShareValue] | 36,340 | ||||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | 600,000 | 878,947 | |||||||||||||||||||||||||||||||||||||
Shares, Issued | 1,000,000 | ||||||||||||||||||||||||||||||||||||||
Predecessor [Member] | Second Amendment Securities [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Incremental fair value of stock and warrants | $ | $ 9,684,637 | ||||||||||||||||||||||||||||||||||||||
Predecessor [Member] | Predecessor Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 8,560,561 | 8,560,561 | 8,560,561 | ||||||||||||||||||||||||||||||||||||
Predecessor [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Net proceeds | $ | $ 392,301 | ||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ | $ 548,805 | $ 700,000 | $ 296,400 | ||||||||||||||||||||||||||||||||||||
Preferred stock conversion price per share | $ / shares | $ 2.78 | 3.14 | |||||||||||||||||||||||||||||||||||||
Preferred stock conversion price per share | $ / shares | $ 1.19 | $ 2.78 | |||||||||||||||||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 2,427,832 | 2,427,832 | 2,427,832 | ||||||||||||||||||||||||||||||||||||
Predecessor [Member] | Series A Preferred Stock [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Preferred stock sold | 174,776 | 222,929 | 94,393 | 133,541 | |||||||||||||||||||||||||||||||||||
Preferred stock price per share | $ / shares | $ 3.14 | $ 3.14 | $ 3.14 | $ 3.14 | |||||||||||||||||||||||||||||||||||
Predecessor [Member] | Larkspur Larkspur Merger Sub Inc [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Conversion of Stock, Shares Converted | 33,845,335 | ||||||||||||||||||||||||||||||||||||||
Predecessor [Member] | Put Option [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Put option purchase of common stock | 331,331 | ||||||||||||||||||||||||||||||||||||||
Share price, per share | $ / shares | $ 1 | ||||||||||||||||||||||||||||||||||||||
Predecessor [Member] | 2014 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 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 | 45,652 | 45,652 | 45,652 | ||||||||||||||||||||||||||||||||||||
[1]Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 24,671 70.00 966,349 208,702 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - Predecessor [Member] - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reorganization, Chapter 11 [Line Items] | |||
Broker fees | $ 0 | $ 50,000 | |
Proceeds from purchase of 2021 Notes | $ 0 | $ 3,150,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||||||||
Sep. 08, 2023 | Sep. 07, 2023 | Mar. 29, 2023 | Mar. 10, 2023 | Feb. 28, 2023 | Feb. 20, 2023 | Jan. 27, 2023 | Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||||||||||
Milestone payment description | The Company entered into a License Agreement with L&F Research LLC (“L&F Research”) effective December 15, 2015, as amended (the “L&F License Agreement”) pursuant to which L&F granted us an exclusive royalty-bearing, worldwide, sublicensable license under the patent and intellectual property rights and know-how specific to and for the development and commercialization of VAR 200, for the treatment, inhibition or prevention of kidney disease in humans and symptoms thereof, including focal segmental glomerulosclerosis. On February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waived L&F’s right to terminate the L&F License Agreement or any other remedies, for non-payment of the First Milestone Payment, until (a) March 31, 2023 as to $1,000,000 of such milestone payments (“Waiver A”) and (b) January 31, 2024 as to $500,000 milestone payments (“Waiver B”). | |||||||||||||||
Cash payment | $ 6,819 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 372 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 372 | 44,753 | ||||||||||||||
Interest rate | 2% | |||||||||||||||
[custom:StockIssuedDuringPeriodSharesCommonStockReservedForIssuance] | 155,803 | 114,286 | ||||||||||||||
Executive Officer [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 143 | |||||||||||||||
Waiver A [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt forgiveness | $ 351,579 | $ 351,579 | ||||||||||||||
Cash payment | 648,421 | $ 648,421 | ||||||||||||||
Maturity date | Mar. 31, 2023 | |||||||||||||||
Waiver B [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Cash payment | $ 500,000 | |||||||||||||||
Maturity date | Jan. 31, 2024 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Milestone payment description | On February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waives L&F’s right to terminate the license agreement or any other remedies, for non-payment of the $1,500,000 of milestone payments, until (a) March 31, 2023 as to $1,000,000 of such milestone payments (“Waiver A”) and (b) January 31, 2024 as to $500,000 milestone payments (‘Waiver B”). | |||||||||||||||
Cash payment | $ 260,000 | |||||||||||||||
Minimum waiver amount | $ 30,000,000 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 2,857 | |||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 79.10 | $ 73.85 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 372 | |||||||||||||||
Interest rate | 2% | |||||||||||||||
Subsequent Event [Member] | Employee [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 372 | |||||||||||||||
Subsequent Event [Member] | Executive Officer [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 143 | |||||||||||||||
Subsequent Event [Member] | Waiver A [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt forgiveness | 351,579 | |||||||||||||||
Cash payment | $ 648,421 | $ 648,421 | ||||||||||||||
Maturity date | Mar. 31, 2023 | |||||||||||||||
Subsequent Event [Member] | Waiver B [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Cash payment | $ 500,000 | |||||||||||||||
Maturity date | Jan. 31, 2024 |
Schedule of Anti-dilutive Sec_2
Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) (Parenthetical) - $ / shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 28, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor | |
Shares Issued, Price Per Share | $ 67.90 | $ 67.90 | $ 3.25 | |||||||
Common Stock [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Warrants to purchase common shares | 314,729 | |||||||||
Inflamacore, LlC License Agreement [Member] | Common Stock [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Warrants to purchase common shares | 3,404 | 3,404 | 3,404 | 600,000 | 3,404 | 600,000 | 600,000 | 3,404 |
Schedule of Fair Value of Stock
Schedule of Fair Value of Stock Warrants Granted (Details) - $ / shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Successor | Successor | Predecessor | Successor | Predecessor | Predecessor | Successor | Predecessor |
Expected term | 6 years | ||||||||
Warrant [Member] | |||||||||
Risk free interest rate, Minimum | 4.09% | 3.51% | |||||||
Risk free interest rate, Maximum | 4.42% | 4.42% | |||||||
Expected term | 5 years | ||||||||
Expected volatility, Minimum | 121% | 121% | |||||||
Expected volatility, Maximum | 123% | 123% | |||||||
Warrant [Member] | Minimum [Member] | |||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueOfExercisePrice] | $ 4.90 | $ 4.90 | |||||||
Expected term | 4 years 10 months 24 days | ||||||||
Warrant [Member] | Maximum [Member] | |||||||||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueOfExercisePrice] | $ 5.95 | $ 35 | |||||||
Expected term | 5 years 6 months |
Summary of Warrant Activity (_2
Summary of Warrant Activity (Details) (Parenthetical) - $ / shares | 9 Months Ended | |||
Jul. 26, 2023 | Apr. 28, 2023 | Sep. 30, 2023 | ||
Class of Warrant or Right [Line Items] | ||||
Purchase of warrants shares | [1] | (24,672) | ||
Purchase of warrants per share | [1] | $ 70 | ||
PIPE Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Purchase of warrants shares | 203,463 | 39,371 | 24,671 | |
Purchase of warrants per share | $ 4.75 | $ 5.79 | $ 70 | |
[1]Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 24,671 70.00 |
Reverse Stock-Split and Incre_2
Reverse Stock-Split and Increase in Authorized Shares of Common Stock (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | |
Cash | $ 5,902,199 | $ 1,578,721 | $ 1,578,721 | |||
Working capital deficit | 9,700,000 | 9,700,000 | ||||
Net loss | 75,018 | 2,902,403 | $ 78,513,093 | $ 3,543,950 | 84,959,446 | |
Net cash used In operating activities | 3,393,888 | 5,933,467 | ||||
Accumulated deficit | 4,921,178 | 89,880,624 | $ 89,880,624 | |||
Common Stock [Member] | ||||||
Net loss | ||||||
Subsequent Event [Member] | Minimum [Member] | ||||||
Stock issued during period shares reverse stock splits | 111,000,000 | |||||
Subsequent Event [Member] | Minimum [Member] | Common Stock [Member] | ||||||
Stock issued during period shares reverse stock splits | 110,000,000 | |||||
Subsequent Event [Member] | Maximum [Member] | ||||||
Stock issued during period shares reverse stock splits | 251,000,000 | |||||
Subsequent Event [Member] | Maximum [Member] | Common Stock [Member] | ||||||
Stock issued during period shares reverse stock splits | 250,000,000 |