Cover
Cover - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 21, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-41184 | |||
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 | |||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |||
Trading Symbol | ZVSA | |||
Security Exchange Name | NASDAQ | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 5.6 | |||
Entity Common Stock, Shares Outstanding | 7,594,863 | |||
Documents Incorporated by Reference [Text Block] | None | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Auditor Firm ID | 688 | 42 | ||
Auditor Name | Marcum LLP | Ernst & Young LLP | ||
Auditor Location | New York, NY | Orlando, Florida |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash | $ 3,137,674 | $ 5,902,199 |
Prepaid expenses and other current assets | 215,459 | 225,347 |
Vendor deposits | 235,000 | |
Total Current Assets | 3,353,133 | 6,362,546 |
Equipment, net | 6,933 | 17,333 |
In-process research and development | 18,647,903 | 100,086,329 |
Goodwill | 11,895,033 | |
Security deposit | 98,476 | 46,659 |
Operating lease right-of-use asset | 7,839 | 98,371 |
Total Assets | 22,114,284 | 118,506,271 |
Current Liabilities: | ||
Accounts payable | 8,431,583 | 6,025,645 |
Accrued expenses and other current liabilities | 1,754,533 | 2,053,559 |
Operating lease liability | 8,656 | 108,756 |
Total Current Liabilities | 10,194,772 | 8,187,960 |
Deferred tax liability | 844,914 | 10,323,983 |
Total Liabilities | 11,039,686 | 18,511,943 |
Commitments and contingencies (Note 8) | ||
Redeemable common stock, subject to possible redemption, 0 and 1,880 shares outstanding as of December 31, 2023 and 2022, respectively | 331,331 | |
Stockholders’ Equity: | ||
Preferred stock, value | 1 | 1 |
Common stock, $0.0001 par value, 250,000,000 shares authorized; 4,052,119 and 257,604 shares issued at December 31, 2023 and 2022, respectively, and 4,052,057 and 257,604 shares outstanding as of December 31, 2023 and 2022, respectively | 405 | 26 |
Additional paid-in-capital | 114,300,484 | 104,584,147 |
Accumulated deficit | (103,219,124) | (4,921,178) |
Treasury stock, at cost, 62 and 0 shares at December 31, 2023 and 2022, respectively | (7,168) | |
Total Stockholders’ Equity | 11,074,598 | 99,662,997 |
Total Liabilities, Temporary Equity and Stockholders’ Equity | 22,114,284 | 118,506,271 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, value | 1 | |
Series B Preferred Stock [Member] | ||
Stockholders’ Equity: | ||
Preferred stock, value | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Temporary equity, shares outstanding | 0 | 1,880 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 4,052,119 | 257,604 |
Common stock, shares outstanding | 4,052,057 | 257,604 |
Treasury stock shares | 62 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 8,635 | 8,635 |
Preferred stock, shares issued | 50 | 8,635 |
Preferred stock, shares outstanding | 50 | 8,635 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 5,062 | 5,062 |
Preferred stock, shares issued | 5,062 | 5,062 |
Preferred stock, shares outstanding | 5,062 | 5,062 |
Consolidated Statement of Opera
Consolidated Statement of Operations - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 12, 2022 | Dec. 31, 2023 | |
Income Statement [Abstract] | |||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor |
Operating Expenses: | |||
Research and development | $ 399,894 | $ 5,407,859 | $ 3,207,573 |
General and administrative | 420,174 | 7,605,205 | 11,213,201 |
Impairment of in-process research and development | 81,438,426 | ||
Impairment of goodwill | 11,895,033 | ||
Total Operating Expenses | 820,068 | 13,013,064 | 107,754,233 |
Loss From Operations | (820,068) | (13,013,064) | (107,754,233) |
Other (Income) Expense: | |||
Interest (income) expense | 427,542 | (457) | |
Change in fair value of derivative liabilities | 607,001 | ||
Pre-Tax Loss | (820,068) | (14,047,607) | (107,753,776) |
Income tax benefit | 745,050 | 9,455,830 | |
Net Loss | (75,018) | (14,047,607) | (98,297,946) |
Deemed dividend to preferred stockholders | (10,015,837) | (7,948,209) | |
Net Loss Attributable to Common Stockholders | $ (75,018) | $ (24,063,444) | $ (106,246,155) |
Net Loss Per Share | |||
Net loss per share, basic | $ (0.29) | $ (0.99) | $ (108.97) |
Net loss per share, diluted | $ (0.29) | $ (0.99) | $ (108.97) |
Weighted Average Number of Common Shares Outstanding | |||
Weighted average number of shares outstanding, basic | 257,604 | 24,194,270 | 975,035 |
Weighted average number of shares outstanding , diluted | 257,604 | 24,194,270 | 975,035 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficiency) - USD ($) | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] Predecessor [Member] | Preferred Stock [Member] Series B Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member] Predecessor [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Predecessor [Member] | Retained Earnings [Member] | Retained Earnings [Member] Predecessor [Member] | Total | Predecessor [Member] | |
Balance at Dec. 31, 2021 | $ 242 | $ 40,065,109 | $ (52,896,817) | $ (12,831,466) | |||||||||
Balance, shares at Dec. 31, 2021 | 24,167,257 | ||||||||||||
Stock-based compensation | 3,524,801 | 3,524,801 | |||||||||||
Net loss | (14,047,607) | $ (14,047,607) | (14,047,607) | ||||||||||
Issuance of preferred stock in private placement | [1] | $ 6 | 1,865,378 | 1,865,384 | |||||||||
Issuance of preferred stock in private placement, shares | [1] | 625,639 | |||||||||||
Conversion of convertible notes payable into preferred stock | [2] | $ 18 | 5,658,870 | 5,658,888 | |||||||||
Conversion of convertible notes payable into preferred stock, shares | [2] | 1,802,193 | |||||||||||
Conversion of preferred stock into common stock | $ (24) | $ 64 | (40) | ||||||||||
Conversion of preferred stock into common stock, shares | (2,427,832) | 6,406,210 | |||||||||||
Conversion of convertible notes payable into common stock | [3] | $ 29 | 5,838,180 | 5,838,209 | |||||||||
Conversion of convertible notes payable into common stock, shares | [3] | 2,940,537 | |||||||||||
Balance at Dec. 12, 2022 | $ 1 | $ 0 | $ 1 | $ 26 | $ 335 | $ 104,527,814 | $ 56,952,298 | $ (4,846,160) | $ (66,944,424) | 99,681,682 | $ (9,991,791) | ||
Balance, shares at Dec. 12, 2022 | 8,635 | 5,062 | 257,604 | 33,514,004 | |||||||||
Stock-based compensation | 56,333 | 56,333 | |||||||||||
Net loss | (75,018) | (75,018) | |||||||||||
Balance at Dec. 31, 2022 | $ 1 | $ 1 | $ 26 | 104,584,147 | (4,921,178) | 99,662,997 | |||||||
Balance, shares at Dec. 31, 2022 | 8,635 | 5,062 | 257,604 | ||||||||||
Stock-based compensation | 1,192,963 | 1,192,963 | |||||||||||
Net loss | (98,297,946) | (98,297,946) | |||||||||||
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 | $ 10 | 671,610 | 671,620 | ||||||||||
Issuance of common stock pursuant to vendor agreements, shares | 104,571 | ||||||||||||
Registration costs associated with preferred stock issuance | (5,500) | (5,500) | |||||||||||
Registered offering of common stock | [4] | $ 80 | 15,723,828 | 15,723,908 | |||||||||
Registered offering of common stock , shares | [4] | 807,759 | |||||||||||
Redemption of Series A Preferred Stock | $ (1) | (10,295,048) | (10,295,049) | ||||||||||
Redemption of Series A Preferred Stock, shares | (8,550) | ||||||||||||
Conversion of Series A Preferred Stock into common stock | |||||||||||||
Conversion of series A preferred stock into common stock , shares | (35) | 500 | |||||||||||
Shares issued as consideration for extension of lock-up period | $ 9 | 1,156,769 | 1,156,778 | ||||||||||
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) | ||||||||||||
Warrant modification | 181,891 | 181,891 | |||||||||||
Exercise of pre-funded warrants | $ 256 | 870 | 1,126 | ||||||||||
Exercise of pre-funded warrants, shares | 2,555,565 | ||||||||||||
Warrant inducement offer - exercise proceeds | [5] | $ 20 | 757,627 | 757,647 | |||||||||
Warrant inducement offer - exercise proceeds, shares | [5] | 203,463 | |||||||||||
Round up share adjustment due to reverse split | $ 4 | (4) | |||||||||||
Round up share adjustment due to reverse split, shares | 33,801 | ||||||||||||
Balance at Dec. 31, 2023 | $ 1 | $ 405 | $ (7,168) | $ 114,300,484 | $ (103,219,124) | $ 11,074,598 | |||||||
Balance, shares at Dec. 31, 2023 | 50 | 5,062 | 4,052,119 | (62) | |||||||||
[1]Includes gross proceeds of $ 1,964,524 99,140 5,230,000 428,888 3,961,000 709,608 1,167,601 18,114,193 2,390,285 966,349 208,702 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficiency) (Parenthetical) - Predecessor [Member] - USD ($) | 11 Months Ended | 12 Months Ended |
Dec. 12, 2022 | Dec. 31, 2023 | |
Gross proceeds | $ 1,964,524 | $ 18,114,193 |
Issuance costs | 99,140 | 2,390,285 |
Convertible Notes Payable [Member] | ||
Principal amount | 5,230,000 | |
Accrued interest | 428,888 | |
Convertible Notes Payable One [Member] | ||
Principal amount | 3,961,000 | |
Accrued interest | 709,608 | |
Derivative liability | $ 1,167,601 | |
Warrant [Member] | ||
Gross proceeds | 966,349 | |
Issuance costs | $ 208,702 |
Consolidated Statement of CashF
Consolidated Statement of CashFlows - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 12, 2022 | Dec. 31, 2023 | |
Statement of Cash Flows [Abstract] | |||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor |
Cash Flows From Operating Activities: | |||
Net loss | $ (75,018) | $ (14,047,607) | $ (98,297,946) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Impairment of in-process research and development | 81,438,426 | ||
Impairment of goodwill | 11,895,033 | ||
Stock-based compensation | 56,333 | 3,524,801 | 1,192,963 |
Issuance of common stock pursuant to vendor agreements | 671,620 | ||
Shares issued as consideration for extension of lock-up period | 1,156,778 | ||
Amortization of debt discount | 39,492 | ||
Change in fair value of derivative liability | 607,001 | ||
Depreciation of fixed assets | 532 | 9,868 | 10,400 |
Non-cash rent expense | 4,443 | 79,918 | 90,532 |
Deferred tax benefit | (745,050) | (9,479,069) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | 36,606 | 73,675 | 56,547 |
Vendor deposits | 125,645 | 255,627 | 136,524 |
Accounts payable | (2,076,863) | 6,617,064 | 2,405,938 |
Operating lease liability | (4,786) | (86,100) | (100,100) |
Accrued expenses and other current liabilities | (715,730) | 1,431,620 | 101,535 |
Net Cash Used In Operating Activities | (3,393,888) | (1,494,641) | (8,720,819) |
Cash Flows From Financing Activities: | |||
Proceeds from issuance of common stock in public offering | 18,114,193 | ||
Registration and issuance costs associated with common stock issuance | (2,417,095) | ||
Redemption of Series A Preferred Stock | (10,695,611) | ||
Proceeds from issuance of preferred stock in private placement | 1,964,524 | ||
Purchase of treasury stock | (7,168) | ||
Exercise of pre-funded warrants | 1,126 | ||
Warrant inducement offer - exercise proceeds | 966,349 | ||
Registration and issuance costs associated with preferred stock issuance | (99,140) | (5,500) | |
Net Cash Provided By Financing Activities | 1,865,384 | 5,956,294 | |
Net (Decrease) Increase in Cash | (3,393,888) | 370,743 | (2,764,525) |
Cash - Beginning of Year | 699,324 | 328,581 | 5,902,199 |
Cash - End of Year | 5,902,199 | 699,324 | 3,137,674 |
Supplemental Disclosures of Cash Flow Information: | |||
Conversion of convertible notes payable and accrued interest into preferred stock | 5,658,888 | ||
Conversion of convertible notes payable and accrued interest into common stock | 5,838,209 | ||
Reclassification of formerly redeemable common stock | 331,331 | ||
Recognition of ROU asset and lease liability upon adoption of ASC 842 | 182,732 | ||
Accounts payable for deferred offering costs | 240,691 | 667,224 | 44,892 |
Warrant modification - incremental value | 181,891 | ||
Warrant inducement offer - incremental value | $ 134,591 |
Business Organization, Nature o
Business Organization, Nature of Operations and Risks and Uncertainties | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Organization, Nature of Operations and Risks and Uncertainties | Note 1 – Business Organization, Nature of Operations and Risks and Uncertainties Organization and Operations Larkspur Health Acquisition Corp. (“Larkspur”), a blank-check special purpose acquisition company, was incorporated in Delaware on March 17, 2021. On December 12, 2022, Larkspur consummated the Business Combination (see Note 4 – Business Combination for additional details) with ZyVersa Therapeutics, Inc. (“Predecessor”) which was incorporated in the State of Florida on March 11, 2014 as Variant Pharmaceuticals, Inc. On the date of consummation of the Business Combination, Larkspur (“New Parent”) changed its name to ZyVersa Therapeutics, Inc. and the Predecessor changed its name to ZyVersa Therapeutics Operating, Inc. (the “Operating Company”) after merging with a subsidiary of the New Parent, with the Operating Company being the surviving entity, which resulted in it being incorporated in Delaware and it being a wholly-owned subsidiary of the New Parent (collectively the “Successor”). References to the “Company” or “ZyVersa” refer to the Successor for the Successor period from December 13, 2022 to December 31, 2022 and to the Predecessor for the Predecessor period from January 1, 2022 to December 12, 2022. ZyVersa is a clinical stage biopharmaceutical company leveraging proprietary technologies to develop drugs for patients with chronic renal or inflammatory diseases with high unmet medical needs. Our mission is to develop drugs that optimize health outcomes and improve patients’ quality of life. Risks and Uncertainties On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation (“FDIC”) was appointed as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. A statement by the Department of the Treasury, the Federal Reserve and the FDIC stated that all depositors of SVB would have access to all of their money after only one business day of closure, including funds held in uninsured deposit accounts. The standard deposit insurance amount is up to $ 250,000 |
Going Concern and Management_s
Going Concern and Management’s Plans | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management’s Plans | Note 2 – Going Concern and Management’s Plans The Company has incurred losses each year since its inception and has a net working capital deficiency as of December 31, 2023. Subsequent to December 31, 2023, the Company received proceeds of $ 2.7 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 | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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”). ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS On December 4, 2023, the Company effected a reverse stock split of its common stock at a ratio of 1-for-35 (the “Reverse Split”). Upon the effectiveness of the Reverse Split, every 35 issued shares of common stock were reclassified and combined into one share of common stock. Use of Estimates Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the amounts disclosed in the related notes to the financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, fair value calculations for equity securities, derivative liabilities, goodwill impairment, in-process research and development, share based compensation and acquired intangible assets, as well as establishment of valuation allowances for deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. As of December 31, 2023 and 2022, the Company had no cash equivalents. The Company has cash deposits which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. See Note 1 – Risks and Uncertainties. Business Combination In applying the acquisition method of accounting for business combinations, amounts assigned to identifiable assets and liabilities acquired were based on estimated fair values as of the date of acquisition, with the remainder recorded as goodwill. Intangible assets are initially valued at fair value using generally accepted valuation methods appropriate for the type of intangible asset. In-process research and development (IPR&D) acquired in a business combination is capitalized as an indefinite-lived intangible asset until regulatory approval is obtained, at which time it is accounted for as a definite-lived asset and amortized over its estimated useful life, or discontinuation, at which point the intangible asset will be written off. Long-Lived Assets and Goodwill The Company accounts for long-lived assets in accordance with the provisions of ASC 360-10-35, Property, Plant and Equipment, Impairment or Disposal of Long-lived Assets 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 45,067 34,667 Successor 10,400 Successor 532 Predecessor 9,868 ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS Financing Costs Debt issuance costs, which primarily consist of direct, incremental professional fees incurred in connection with a debt financing, are reported as a direct deduction from the face amount of the notes payable and are amortized over the contractual term of the underlying notes payable using the effective interest method. Convertible Promissory Notes The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 “Derivatives and Hedging” (“ASC 815”) of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The accounting treatment of derivative financial instruments requires that the Company record any bifurcated embedded features at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded in earnings each period as non-operating, non-cash income or expense. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. Bifurcated embedded features are recorded at their initial fair values which create additional debt discount to the host instrument. Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities; Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable; and Level 3 — inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). The carrying amounts of the Company’s financial instruments, such as cash, accounts payable, accrued expenses, and deposits approximate fair values due to the short-term nature of these instruments. Income Taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of items that have been included or excluded in the financial statements or tax returns. Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts (“temporary differences”) at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. The Company utilizes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Leases See Note 3 - Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements for further details on the adoption of ASC 842. Research and Development Research and development expenses are charged to operations as incurred. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. The fair value of the award is measured on the grant date. The fair value amount is then recognized over the period during which services are required to be provided in exchange for the award, usually the vesting period. ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS Fair Value of Stock Options and Warrants The Company has computed the fair value of stock options and warrants granted using the Black-Scholes option pricing model. Option forfeitures are accounted for at the time of occurrence. Successor common stock is being valued using the market approach using the trading prices of the common stock on the Nasdaq Capital Market. During 2022, the fair value of the Predecessor common stock was determined using a market approach based on the status of the business combination agreement arm’s length discussions with the acquirer at each valuation date and which agreement was ultimately entered into on July 20, 2022 with a Predecessor valuation of $ 85 Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period, plus the weighted average number of pre-funded warrants outstanding where common stock is issuable for little or no consideration. Diluted net income per common share is computed by dividing net income by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to do so would be anti-dilutive: Schedule of Anti-dilutive Securities Excluded From Calculation of Diluted Net Loss Per Share FinancialDesignationPredecessorAndSuccessorFixedList 2023 2022 December 12, 2022 Financial Designation, Predecessor and Successor [Fixed List] Successor Successor Predecessor Successor Predecessor December 31, 2023 2022 December 12, 2022 Predecessor warrants [1] - - 8,560,561 Successor warrants [1] 9,032,739 246,534 [2] - Predecessor options - - 10,039,348 Successor options 101,752 56,950 - Successor Series A Convertible Preferred Stock 714 24,671 [3] - Successor Series B Convertible Preferred Stock 20,664 14,465 [4] - Predecessor Series A Convertible Preferred Stock - - 6,406,210 Total potentially dilutive shares 9,155,869 342,620 25,006,119 [1] As part of the InflamaCORE, LLC license agreement, warrants to purchase 3,404 [2] Does not include an additional 98,686 [3] Does not include an additional 98,686 [4] Does not include an additional 6,199 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 consolidated financial statements. ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Companies should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. This standard was adopted on January 1, 2022 and did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment will be effective for private companies and emerging growth companies for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 on December 31, 2022, effective January 1, 2022 and the adoption of this ASU resulted in the recording of right-of-use assets and lease liabilities for the Company’s operating leases in the approximate amounts of $ 182,732 199,642 16,910 |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Note 4 – Business Combination On July 20, 2022, the Operating Company entered into a Business Combination Agreement, (the “Business Combination Agreement”), with Larkspur, Larkspur Merger Sub Inc. (“Merger Sub” a wholly owned subsidiary of Larkspur) and Stephen Glover, in his capacity as the representative of the shareholders of the Operating Company. Larkspur was a blank-check special purpose acquisition company (“SPAC”) that became a public company as a result of completing its initial public offering on December 23, 2021 and it was formed for the purpose of effecting a combination with a private company business that could benefit by gaining access to the capital that can be raised because its shares are publicly traded on Nasdaq. On December 12, 2022, the Business Combination was consummated following a special meeting of stockholders on December 8, 2022, where the stockholders of Larkspur, considered and approved, among other matters, a proposal to adopt the Business Combination Agreement. Further information regarding the Business Combination is set forth in (i) the proxy statement / prospectus included in the registration statement on Form S-4 (File No. 333-266838), as amended and supplemented, originally filed with the SEC on August 12, 2022 and declared effective by the SEC on November 14, 2022; and (ii) the Current Report on Form 8-K filed with the SEC on July 22, 2022. The Business Combination included the following transactions: ● The Operating Company merged into Merger Sub with the result that the Operating Company was the surviving entity and incorporated in Delaware. ● The Operating Company’s common stockholders exchanged their 33,845,335 33,514,004 331,331 191,992 Successor 176.28 ● The 10,039,348 56,950 176.28 ● The 8,560,561 48,561 176.28 Given the non-recurring nature of Larkspur’s activities as a SPAC, pro forma financial data combining the pre-Business Combination results of both Larkspur and the Operating Company would not be meaningful and have not been presented. The Company accounted for the Business Combination as a forward acquisition of the Operating Company as it was determined that the Operating Company was a variable interest entity as of the date of the Business Combination. The New Parent is the primary beneficiary as its ownership provides the power to direct the activities of the Operating Company and the obligation to absorb the losses and/or receive the benefits of the Operating Company. ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS Purchase Price Allocation The Business Combination was recorded using the acquisition method of accounting and the initial purchase price allocation was based on the Company’s preliminary assessment of the fair value of the purchase consideration and the fair value of the Operating Company’s tangible and intangible assets acquired and liabilities assumed at the date of acquisition. As of December 31, 2022, the purchase price allocation was not complete due to the proximity of the acquisition date to the calendar year end. As of June 30, 2023, the preliminary estimates of the acquisition-date fair value of the purchase consideration and the preliminary estimates of the purchase price allocation were confirmed, do not require measurement period adjustments, and are now considered final. The acquisition-date fair value of the elements of the purchase consideration were estimated using a market approach with Level 1 inputs (observable inputs) in the case of the fair value of the Successor’s common stock and Level 3 inputs (unobservable inputs) in the case of the fair value attributed to the Successor warrants and options. The acquiror was obligated to replace the Operating Company’s existing warrants and options pursuant to the Business Combination Agreement. Accordingly, it was necessary to allocate the fair value of the replacement warrants and options between purchase consideration (the fair value attributable to pre-combination services) and compensation for post-combination services. The fair value of the replacement warrants and options attributable to post-combination services was $ 584,260 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 were determined using the “income approach” which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life using Level 3 inputs. Some of the more significant assumptions utilized in the valuations include the estimated net cash flows for each year for each asset, the appropriate discount rate necessary to measure the risk inherent in the future cash flows, the life cycle of each asset, the potential regulatory and commercial success risk, royalties on net sales, as well as other factors. There are inherent uncertainties related to these factors and management’s judgment in applying them to arrive at the estimated fair values. The excess of the purchase price over the estimated fair values of the identifiable net assets acquired was recorded as goodwill, which management believes is attributable to the assembled workforce and other intangible assets that don’t qualify for separate recognition. 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 directly related to its IPR&D assets through December 31, 2023, management did determine that it was more likely than not that the Company’s single reporting unit’s fair value was below its carrying amount, due to a significant and sustained decline in the Company’s market capitalization through December 31, 2023. ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS The Company’s estimated market capitalization included an estimated implied control premium of approximately 100%. The Company’s determination of a reasonable control premium that an investor would pay, over and above the market capitalization for a control position, included a number of factors: ● Market control premium; The identification of recent public market information of comparable peer acquisition transactions. The selection of comparable peer acquisition transactions is subject to judgment and uncertainty. ● Impact of low public float and limited trading activity on market capitalization: A significant portion of the Company’s common shares are owned by a concentrated number of investors. The public float of the Company’s common shares, calculated as the percentage of common shares freely traded by public investors divided by the Company’s total shares outstanding, is significantly lower than that of the Company’s publicly traded peers. Based on the Company’s evaluation of third-party market data, we believe there is an inherent discount impacting the Company’s share price due to the low public float and limited trading volume, thus impacting the Company’s market capitalization. As a result of the Company’s analysis, during the year ended December 31, 2023, the Company fully impaired its $ 11.9 81.4 |
Note Receivable
Note Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Note Receivable | |
Note Receivable | Note 5 – Note Receivable On December 13, 2020, the Company and L&F Research LLC (“L&F”) entered into a promissory note agreement (“L&F Note Agreement”) whereby the Company agreed to accept a note receivable in the principal amount of $ 351,579 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 The L&F Note was outstanding as of December 31, 2022 as the Company had not received payment from L&F of the amount due, nor had the Company made any required payments to L&F in connection with the license agreement described in Note 8 – Commitments and Contingencies, and such amount was recorded as a contra-liability against the milestone payments due to L&F in connection with the license agreement, which was included in accrued expenses and other current liabilities (see Note 6 – Accrued Expenses and other Current Liabilities). In recording the L&F Note receivable as a contra-liability, the Company considered the commercial substance, the intent of the parties and the overall contractual agreements between ZyVersa and L&F Research, which afford both parties the legal right to set-off the milestone liability owed by the Company to L&F Research with the L&F Note receivable to the Company. The Company determined that the amounts could be offset in the balance sheet because i) the amounts owed by and to the Company are determinable, ii) the Company has a legal right to set off the milestone liability owed to L&F Research by the amount of the L&F Note due to the Company, iii) the Company intends to set off the L&F Note receivable against the milestone liability, and iv) the set off right is enforceable by law. On March 29, 2023, the Company paid the $ 648,421 ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Note 6 – Accrued Expenses and Other Current Liabilities As of December 31, 2023 and 2022, accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities 2023 2022 For the Years Ended December 31, 2023 2022 L&F milestone payment liability $ 500,000 $ 1,500,000 L&F Note [1] - (351,579 ) L&F, net 500,000 1,148,421 Payroll accrual 668,803 584,226 Other accrued expenses 41,969 214,229 Federal income tax payable - 106,683 Bonus accrual 536,500 - Registration delay liability [2] 7,261 - Total accrued expenses and other current liabilities $ 1,754,533 $ 2,053,559 [1] See Note 5 – “Note Receivable” and Note 8 – “Commitments and Contingencies” for details of the forgiveness of the L&F Note. [2] See Note 9 – “Stockholders’ Permanent and Temporary Equity – Effectiveness Failure” for details of the registration delay liability. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 – Income Taxes The Company is subject to United States federal and state income taxes. The provision for income taxes consists of the following (benefits) provisions: Schedule of Provision For Income Taxes 2023 2022 2022 Financial Designation, Predecessor and Successor [Fixed List] Successor Successor Predecessor Successor Predecessor For the Period For the Period For the Year December 13 January 1 Ended Through Through December 31, December 31, December 12, 2023 2022 2022 Current tax benefit: Federal $ - $ - $ - State 23,240 - - Current tax benefit 23,240 - - Deferred tax benefit: Federal (19,104,800 ) (151,625 ) (2,191,344 ) State (4,468,170 ) (34,844 ) (482,283 ) Deferred tax benefit (23,572,970 ) (186,469 ) (2,673,627 ) Change in valuation allowance 14,093,900 (558,581 ) 2,673,627 Provision for income taxes $ (9,455,830 ) $ (745,050 ) $ - ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS The provision for income taxes differs from the Federal statutory rate as follows: Schedule of Provision For Income Taxes Differs From The Federal Statutory Rate 2023 2022 2022 Financial Designation, Predecessor and Successor [Fixed List] Successor Successor Predecessor Successor Predecessor For the Period For the Period For the Year December 13 January 1 Ended Through Through December 31, December 31, December 12, 2023 2022 2022 Federal statutory rate 21.0 % 21.0 % 21.0 % State tax rate, net of federal benefit 3.8 % 3.6 % 3.6 % Permanent items (2.8 )% (1.9 %) (5.4 )% Nondeductible basis difference 0.0 % 0.0 % 0.0 % Effect of change in state rate (0.1 )% 0.0 % (0.1 )% Prior period adjustments and other 0.0 % 0.0 % (0.1 )% Change in valuation allowance (13.1 )% 68.1 % (19.0 )% Effective income tax rate 8.8 % 90.8 % 0.0 % Deferred tax assets and liabilities consist of the following: Schedule of Deferred Tax Assets and Liabilities 2023 2022 December 12, 2022 Successor Successor Predecessor Successor Predecessor December 31, 2023 2022 December 12, 2022 Net operating loss carryforwards $ 9,974,075 $ 6,671,907 $ 6,639,882 Stock-based compensation expense 3,258,463 2,936,945 4,084,595 Capitalized research and development costs 2,182,104 2,421,390 2,362,939 Capitalized start-up costs 1,033,504 1,121,802 565,530 Capitalized licensing costs 647,489 687,926 689,820 Capitalized patents 351,721 288,123 273,682 Warrants 134,341 133,203 238,768 Accrued payroll 299,487 71,830 - Contributions carryforward 2,857 2,833 2,833 Operating lease liability 2,151 26,794 - Deferred tax assets 17,886,192 14,362,753 14,858,049 Valuation allowance (14,093,900 ) - (14,853,648 ) Deferred tax assets 3,792,292 14,362,753 4,401 Operating lease right-of-use asset (1,948 ) (24,236 ) - In-process research and development (4,633,535 ) (24,658,231 ) - Fixed assets (1,723 ) (4,270 ) (4,401 ) Deferred tax liabilities (4,637,206 ) (24,686,737 ) (4,401 ) Deferred tax assets, net $ (844,914 ) $ (10,323,984 ) $ - On December 31, 2023 and 2022, the Successor 40,807,990 27,515,427 32,322,138 20,567,703 27,385,445 20,458,902 The Company has assessed the likelihood that deferred tax assets will be realized and considers all available positive and negative evidence, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. A valuation allowance is established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. After the performance of such a review as of December 12, 2022, management believed that uncertainty existed with respect to future realization of the Predecessor deferred tax assets and therefore, established a full valuation allowance as of that date. Thus, the Predecessor recorded an increase in the valuation allowance of $ 2,673,627 ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS As a result of the December 12, 2022 Business Combination and the availability of new deferred tax liabilities (a) the Predecessor released its $ 14,853,648 Successor 558,581 However, due to the impairment of the IPR&D and the corresponding reduction in the related deferred tax liabilities during the year ended December 31, 2023, the Company established a $ 14,093,900 Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of December 31, 2023 and 2022. The Company does not expect any significant changes in its unrecognized tax benefits within twelve months of the reporting date. No tax audits were commenced or were in process during the years ended December 31, 2023 and 2022 and no tax related interest or penalties were incurred during those years. The Company’s tax returns beginning with the year ended December 31, 2020 remain subject to examination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies Litigations, Claims and Assessments In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. The Company records contingent liabilities resulting from such claims, if any, when a loss is assessed to be probable and the amount of the loss is reasonably estimable. License Agreements L&F Research LLC The Company entered into a License Agreement with L&F Research LLC (“L&F Research”) effective December 15, 2015, as amended (the “L&F License Agreement”) pursuant to which L&F granted the Company an exclusive royalty-bearing, worldwide, sublicensable license under the patent and intellectual property rights and know-how specific to and for the development and commercialization of VAR 200, for the treatment, inhibition or prevention of kidney disease in humans and symptoms thereof, including focal segmental glomerulosclerosis. The term of the license agreement shall commence on the effective date and, unless earlier terminated in accordance with the terms of the agreement, continue until the expiration of the last-to-expire of all royalty payment obligations of licensee. The license agreement contains an up-front cash payment of $ 200,000 21.5 1,500,000 500,000 2,500,000 5 10 878,947 1.00 766,384 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 $ 1,000,000 500,000 500,000 351,579 On March 7, 2022, August 26, 2022 and December 23, 2022, the Company and L&F executed a Waiver Agreement that waives L&F’s right to terminate the license agreement or any other remedies, for non-payment of the $ 1,500,000 ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS On February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waived L&F’s right to terminate the L&F License Agreement or any other remedies, for non-payment of the First Milestone Payment, until (a) March 31, 2023 as to $1,000,000 of such milestone payments (“Waiver A”) and (b) January 31, 2024 as to $500,000 of milestone payments (“Waiver B”). 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 On January 30, 2024, the Company paid $ 500,000 InflamaCORE On April 18, 2019, the Company entered into a license agreement with InflamaCORE, LLC (“InflamaCORE”) whereby InflamaCORE agreed to grant the Predecessor an exclusive license to the InflamaCORE Program Technology for the development and commercialization of IC 100, for the treatment of inflammation. The term of the license agreement shall commence on the effective date and, unless earlier terminated in accordance with the terms of the agreement, continue until the expiration of the last-to-expire of all royalty payment obligations of licensee. In conjunction with this license agreement, InflamaCORE entered into an agreement with the University of Miami to aggregate all of the intellectual property and technology developed by InflamaCORE scientists, who are all employees of the University of Miami, under the InflamaCORE umbrella. The term of the agreement shall commence on the effective date and shall remain in effect until the later of (a) the date on which all issued patents and filed patent applications within the patent rights have expired or been abandoned and no royalties are due or (b) twenty (20) years, unless earlier terminated in accordance with the terms of the agreement. The two agreements were executed with the understanding that ZyVersa will further develop the intellectual property and technology under the license agreement. In consideration for the license, the Predecessor agreed to pay an up-front fee to InflamaCORE in the amount of $ 346,321 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 2,270 815,822 2.30 405.30 600,000 200,000 460,000 Operating Leases On January 18, 2019, the Predecessor entered into a lease agreement for approximately 3,500 89,000 497,000 112,064 The Successor 154,841 Successor Predecessor 7,795 148,881 See Note 3 – Summary of Significant Accounting Policies – Recently Adopted Accounting Pronouncements for information related to the Company’s adoption of the new lease accounting standard and the recognition of a right-of-use asset and operating lease liability. ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS A summary of the Company’s right-of-use assets and liabilities is as follows: Schedule of Right of Use Assets and Liabilities Financial Designation, Predecessor and Successor [Fixed List] Successor Successor Predecessor Successor Predecessor For the Period For the Period For the Year December 13 January 1, 2022 December 31, 2023 December 31, 2022 December 12, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating activities $ 100,099 $ 4,786 $ 86,100 Right-of-use assets obtained in exchange for lease obligations Operating leases $ - $ - $ - Weighted Average Remaining Lease Term Operating leases 0.08 1.08 1.08 Weighted Average Discount Rate Operating leases 6.5 % 6.5 % 6.5 % Future minimum payments under these operating lease agreements are as follows: Schedule of Future Minimum Payments Under Lease Amount For the year ended December 31, 2024 $ 8,703 Less: amount representing imputed interest (48 ) Total $ 8,656 |
Stockholders_ Permanent and Tem
Stockholders’ Permanent and Temporary Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Permanent and Temporary Equity | Note 9 – 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 was authorized to issue 110,000,000 0.0001 1,000,000 0.0001 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 Equity Incentive Plans Predecessor 2014 Equity Incentive Plan The Predecessor was authorized to issue awards under its 2014 Equity Incentive Plan (the “2014 Plan”), as amended on October 9, 2018, February 2, 2019 and February 2, 2021. Under the 2014 Plan, 102,651 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. no On December 12, 2022, in connection with the consummation of the Business Combination, the Predecessor approved the amendment to the 2014 Plan (the “2014 Plan Amendment”). The 2014 Plan Amendment provides, among other things, that upon consummation of the Business Combination, no further increases in the shares of common stock reserved and available for issuance under the 2014 Plan shall occur and no new awards shall be made under the 2014 Plan. ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS Successor 2022 Omnibus Equity Incentive Plan The Successor is authorized to issue awards under the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”). Under the 2022 Plan, 31,138 41,523 114,286 155,809 114,286 Successor Common Stock On December 12, 2022, the Company closed on the Business Combination (see Note 4 – Business Combination) which met the legal definition of a reverse merger with a publicly traded company (albeit for accounting purposes it was a forward merger). Accordingly, such Business Combination met the definition of a Qualified Offering and, as such, the $ 3,961,000 709,608 1,167,601 2,940,537 16,681 1.58835 (80% of the $1.98542 fair value per share of the Predecessor common stock which was determined using the Business Combination exchange ratio of 176.28) On June 5, 2023, the Company issued 86,976 1.2 56,507 1,156,778 During the year ended December 31, 2023, the Company entered into marketing agreements with two vendors in which the Company issued an aggregate of 104,571 671,620 Successor Equity Offerings On April 28, 2023, the Company completed an offering of 314,729 314,729 11.0 35.00 1,184,482 440,620 455,332 259,774 28,756 On July 26, 2023, the Company completed a public offering of 93,030 270,565 363,636 5.78 0.0035 2.1 0.0035 five years 5.78 523,115 125,943 236,091 87,037 26,744 47,300 ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS On December 11, 2023, the Company completed a public offering of 400,000 3,600,000 4,000,000 4,000,000 1.25 0.0001 5.0 0.0001 five years 1.25 18 1.25 653,514 299,978 232,336 94,325 26,875 Redeemable Common Stock and Put Option On December 13, 2020 (the “Effective Date”), in connection with the L&F Note Agreement (see Note 5 – Note Receivable for details), the Predecessor and L&F entered into an agreement to provide L&F with a put option to cause the Company to purchase up to 331,331 1.00 331 On December 12, 2022, the Company closed on the Business Combination (see Note 4 – Business Combination) whereby the 331,331 1,880 176.28 On March 29, 2023, the Company forgave $ 351,579 648,421 1,880 331,331 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”). ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS The Predecessor Series A Preferred Stock is not mandatorily redeemable and therefore it is not subject to classification as a liability. The Predecessor determined that the Deemed Liquidation Events were within the control of the Predecessor and, therefore, the Predecessor Series A Preferred Stock should be classified as permanent equity. Specifically, Merger Events and Disposition Events require the approval of the board of directors pursuant to state law and the Predecessor preferred stockholders are unable to control the vote of the board of directors. The Predecessor determined that the embedded conversion options were clearly and closely related to the preferred stock host and, therefore, the embedded conversion options need not be bifurcated. However, if the conversion price is reset in connection with a subsequent issuance of securities, the Predecessor will need to assess the accounting for the price reset. Due to the Predecessor’s adoption of ASU 2020-06 on January 1, 2021, it wasn’t necessary to assess the embedded conversion options for a beneficial conversion feature. On July 8, 2022, the Predecessor sold an additional 94,393 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 1.19 3.20 1.37 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 Automatic Conversion of Predecessor Series A Preferred Stock On December 12, 2022, in connection with the Business Combination, all outstanding 2,427,832 6,406,210 6,406,210 36,340 36,340 241.50 ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS Successor Preferred Stock Successor Series A Preferred Stock Financing In connection with the Business Combination, the Successor sold 8,635 24,671 402.50 1,000 8,635,000 The Successor Series A Preferred Stock is convertible, at the option of the holder, at any time into a number of shares of Successor common stock equal to the face value divided by the conversion price then in effect (initially $ 350.00 (a) $70.00; and (b) the lowest price of any subsequent offerings of securities at a price less than the conversion price The conversion price also resets at both 90 days and 150 days following the effectiveness of the registration of the Successor Series A Preferred Stock (each a “Commencement Date”) to the greater of (a) $70.00; and (b) 85% of the lowest of the ten consecutive daily volume-weighted average prices commencing on, and including, each Commencement Date 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. On or about April 28, 2023, cash proceeds from the April 2023 Offering in the amount of $ 10.5 8,400 10.5 3.7 6.4 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 150 200 2,465 2.00 230,000 32,373 As a result of the April 2023 Offering, (a) the exercise price of the Series A Warrants to purchase 24,671 402.50 70.00 141,861 1.4 235 350.00 70.00 37,000 350.00 5,062 245.00 0.1 Following the triggering of the down round provision, the holders of 35 500 70.00 Successor Preferred Series B Issuance In connection with the Business Combination, the Successor issued 5,062 1,000 5,062,000 ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS The Successor Series B Preferred Stock is convertible, at the option of the holder, at any time into a number of shares of Successor common stock equal to the face value divided by the conversion price then in effect (initially $ 350.00 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 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 year ended December 31, 2023, the Successor recorded stock-based compensation expense of $ 1,192,963 132,767 1,060,196 1,027,460 1.7 For the period December 13, 2022 through December 31, 2022, the Successor recorded stock-based compensation expense of $ 56,333 7,808 48,525 3,524,801 673,160 2,851,641 2,957,047 1.6 Stock Options On January 27, 2023, the Company granted ten 2,858 184,426 three years 73.85 On March 10, 2023, the Company granted ten 372 23,770 79.10 372 143 On May 24, 2023, the Company granted ten 41,523 555,004 499,660 three years 55,344 15.25 ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS The grant date fair value of stock options granted during the Successor year ended December 31, 2023 and the period from December 13, 2022 through December 31, 2022 for the Successor and the period from January 1, 2022 through December 12, 2022 for the Predecessor was determined using the Black Scholes method, with the following assumptions used: Schedule of Stock Options Valuation Assumptions Successor Successor Predecessor Successor Predecessor For the Period For the Period For the Year ended December 13 January 1 December 31, 2023 December 31, 2022 December 12, 2022 Fair value of common stock on date of grant $ 15.26 78.05 n/a $ 2.27 3.00 Risk free interest rate 3.53 4.27 n/a 1.68 3.01 % Expected term (years) 5.00 6.00 n/a 3.53 6.00 Expected volatility 120 123 n/a 111 119 % Expected dividends 0.00 % n/a 0.00 % During the period ended December 12, 2022, the fair value of the Predecessor’s common stock was determined using a market approach based on the status of the business combination agreement arm’s length discussions with the acquirer at each valuation date and which agreement was ultimately entered into on July 20, 2022 with a Company valuation of $ 85 A summary of the option activity for the year ended December 31, 2023 is presented below: Schedule of Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2023 56,999 $ 366.29 Granted 44,753 19.52 Exercised - - Forfeited - - Outstanding, December 31, 2023 101,752 $ 220.65 6.3 $ - Exercisable, December 31, 2023 56,284 $ 333.65 5.0 $ - The following table presents information related to stock options as of December 31, 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 9 4,286 $ 73.85 2,858 - - $ 79.10 372 - - $ 176.05 18,952 2.1 18,952 $ 396.55 351 8.5 351 $ 405.30 20,819 5.3 20,819 $ 572.60 16,877 7.4 11,876 101,752 5.0 56,284 ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS Stock Warrants On July 26, 2023, in connection with the July 2023 Offering (see Successor Equity Offerings above), the Company amended the exercise price of certain warrants to purchase 39,372 35.00 5.78 47,300 On August 2, August 8 and September 8, 2023, a July 2023 Offering investor exercised pre-funded warrants to purchase an aggregate of 270,565 0.0035 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 5.5 4.75 203,463 966,400 208,702 57,980 16,131 134,591 134,591 A summary of the warrant activity for the year ended December 31, 2023 is presented below: Summary of Warrant Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, Janaury 1, 2023 246,594 $ 376.11 Issued [4] [4] 8,881,859 2.71 Exercised [5] [5] (203,463 ) 4.75 Forfeited (9,447 ) 32.47 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] (203,463 ) 5.78 Repriced - New [3] 203,463 4.75 Outstanding, December 31, 2023 9,032,739 $ 12.34 3.2 $ - Exercisable, December 31, 2023 8,827,273 $ 12.48 3.3 $ - [1] Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 24,672 70.00 [2] Warrants represent the reset of the exercise price of certain April 28, 2023 offering warrants to purchase 39,372 5.78 [3] Warrants represent the reset of the exercise price of certain July 26, 2023 offering warrants to purchase 203,463 4.75 [4] Warrants issued exclude 270,565 0.0035 3,600,000 0.0001 [5] Warrants exercised exclude 270,565 0.0035 2,285,000 0.0001 ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS The following table presents information related to stock warrants as of December 31, 2023: Schedule of Information Related to Stock Warrants Warrants Outstanding [1] Warrants Exercisable [1] Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 1.25 8,000,000 3.2 8,000,000 $ 4.75 203,464 n/a - $ 5.78 199,555 4.5 199,555 $ 35.00 275,378 4.3 275,378 $ 70.00 139,403 4.0 139,403 $ 176.05 2,994 1.1 998 $ 241.50 36,363 3.9 36,363 $ 402.50 173,306 4.0 173,306 $ 405.30 2,270 0.3 2,270 9,032,733 3.3 8,827,273 [1] Warrants outstanding and exercisable exclude 1,315,000 0.0001 Effectiveness Failure In connection with the Business Combination, the Company conducted the Successor Series A Preferred Stock Financing. On or about February 20, 2023, the Company failed to have the SEC declare a registration statement effective (the “Effectiveness Failure”) which covered the Successor Series A Preferred Stock registrable securities within the time period prescribed by the Securities Purchase Agreement (the “SPA”). The SPA entitles the investors to receive registration delay payments (“Registration Delay Payments”) equal to 1.5 2.0 7,261 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 – Subsequent Events The Company has evaluated subsequent events through the date the financial statements were issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements, except as discussed below. License Agreements On January 30, 2024, the Company paid $ 500,000 Common Stock On January 2, 2024, the Company entered into a marketing agreement with a vendor in which the Company issued an aggregate of 90,000 79,200 Stock Warrants Subsequent to December 31, 2023, investors of the December 2023 Offering exercised warrants to purchase 2,138,000 1.25 2,672,500 Between January 17 and February 23, 2024, a December 2023 Offering investor exercised 1,315,000 1,314,806 0.0001 Successor 2022 Omnibus Equity Incentive Plan On January 1, 2024, the total number of shares under the Successor 2022 Omnibus Equity Incentive Plan automatically increased to 317,891 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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”). ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS On December 4, 2023, the Company effected a reverse stock split of its common stock at a ratio of 1-for-35 (the “Reverse Split”). Upon the effectiveness of the Reverse Split, every 35 issued shares of common stock were reclassified and combined into one share of common stock. |
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, goodwill impairment, in-process research and development, share based compensation and acquired intangible assets, as well as establishment of valuation allowances for deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents in the financial statements. As of December 31, 2023 and 2022, the Company had no cash equivalents. The Company has cash deposits which, at times, may be in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. The Company has not experienced losses in such accounts and periodically evaluates the creditworthiness of its financial institutions. See Note 1 – Risks and Uncertainties. |
Business Combination | 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 45,067 34,667 Successor 10,400 Successor 532 Predecessor 9,868 ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS |
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. |
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, accrued expenses, and deposits approximate fair values due to the short-term nature of these instruments. |
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. ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS |
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 is being valued using the market approach using the trading prices of the common stock on the Nasdaq Capital Market. During 2022, the fair value of the Predecessor common stock was determined using a market approach based on the status of the business combination agreement arm’s length discussions with the acquirer at each valuation date and which agreement was ultimately entered into on July 20, 2022 with a Predecessor valuation of $ 85 |
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, plus the weighted average number of pre-funded warrants outstanding where common stock is issuable for little or no consideration. Diluted net income per common share is computed by dividing net income by the weighted average number of common and dilutive common-equivalent shares outstanding during each period. The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to do so would be anti-dilutive: Schedule of Anti-dilutive Securities Excluded From Calculation of Diluted Net Loss Per Share FinancialDesignationPredecessorAndSuccessorFixedList 2023 2022 December 12, 2022 Financial Designation, Predecessor and Successor [Fixed List] Successor Successor Predecessor Successor Predecessor December 31, 2023 2022 December 12, 2022 Predecessor warrants [1] - - 8,560,561 Successor warrants [1] 9,032,739 246,534 [2] - Predecessor options - - 10,039,348 Successor options 101,752 56,950 - Successor Series A Convertible Preferred Stock 714 24,671 [3] - Successor Series B Convertible Preferred Stock 20,664 14,465 [4] - Predecessor Series A Convertible Preferred Stock - - 6,406,210 Total potentially dilutive shares 9,155,869 342,620 25,006,119 [1] As part of the InflamaCORE, LLC license agreement, warrants to purchase 3,404 [2] Does not include an additional 98,686 [3] Does not include an additional 98,686 [4] Does not include an additional 6,199 |
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. |
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 consolidated financial statements. ZYVERSA THERAPEUTICS, INC. NOTES TO FINANCIAL STATEMENTS In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Companies should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. This standard was adopted on January 1, 2022 and did not have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842).” ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This amendment will be effective for private companies and emerging growth companies for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” in July 2018, and ASU No. 2018-20 “Leases (Topic 842) - Narrow Scope Improvements for Lessors” in December 2018. ASU 2018-10 and ASU 2018-20 provide certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted ASU 2016-02 on December 31, 2022, effective January 1, 2022 and the adoption of this ASU resulted in the recording of right-of-use assets and lease liabilities for the Company’s operating leases in the approximate amounts of $ 182,732 199,642 16,910 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Securities Excluded From Calculation of Diluted Net Loss Per Share | The following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net loss per share because to do so would be anti-dilutive: Schedule of Anti-dilutive Securities Excluded From Calculation of Diluted Net Loss Per Share FinancialDesignationPredecessorAndSuccessorFixedList 2023 2022 December 12, 2022 Financial Designation, Predecessor and Successor [Fixed List] Successor Successor Predecessor Successor Predecessor December 31, 2023 2022 December 12, 2022 Predecessor warrants [1] - - 8,560,561 Successor warrants [1] 9,032,739 246,534 [2] - Predecessor options - - 10,039,348 Successor options 101,752 56,950 - Successor Series A Convertible Preferred Stock 714 24,671 [3] - Successor Series B Convertible Preferred Stock 20,664 14,465 [4] - Predecessor Series A Convertible Preferred Stock - - 6,406,210 Total potentially dilutive shares 9,155,869 342,620 25,006,119 [1] As part of the InflamaCORE, LLC license agreement, warrants to purchase 3,404 [2] Does not include an additional 98,686 [3] Does not include an additional 98,686 [4] Does not include an additional 6,199 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
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 |
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 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | As of December 31, 2023 and 2022, accrued expenses and other current liabilities consisted of the following: Schedule of Accrued Expenses and Other Current Liabilities 2023 2022 For the Years Ended December 31, 2023 2022 L&F milestone payment liability $ 500,000 $ 1,500,000 L&F Note [1] - (351,579 ) L&F, net 500,000 1,148,421 Payroll accrual 668,803 584,226 Other accrued expenses 41,969 214,229 Federal income tax payable - 106,683 Bonus accrual 536,500 - Registration delay liability [2] 7,261 - Total accrued expenses and other current liabilities $ 1,754,533 $ 2,053,559 [1] See Note 5 – “Note Receivable” and Note 8 – “Commitments and Contingencies” for details of the forgiveness of the L&F Note. [2] See Note 9 – “Stockholders’ Permanent and Temporary Equity – Effectiveness Failure” for details of the registration delay liability. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision For Income Taxes | The provision for income taxes consists of the following (benefits) provisions: Schedule of Provision For Income Taxes 2023 2022 2022 Financial Designation, Predecessor and Successor [Fixed List] Successor Successor Predecessor Successor Predecessor For the Period For the Period For the Year December 13 January 1 Ended Through Through December 31, December 31, December 12, 2023 2022 2022 Current tax benefit: Federal $ - $ - $ - State 23,240 - - Current tax benefit 23,240 - - Deferred tax benefit: Federal (19,104,800 ) (151,625 ) (2,191,344 ) State (4,468,170 ) (34,844 ) (482,283 ) Deferred tax benefit (23,572,970 ) (186,469 ) (2,673,627 ) Change in valuation allowance 14,093,900 (558,581 ) 2,673,627 Provision for income taxes $ (9,455,830 ) $ (745,050 ) $ - |
Schedule of 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 2023 2022 2022 Financial Designation, Predecessor and Successor [Fixed List] Successor Successor Predecessor Successor Predecessor For the Period For the Period For the Year December 13 January 1 Ended Through Through December 31, December 31, December 12, 2023 2022 2022 Federal statutory rate 21.0 % 21.0 % 21.0 % State tax rate, net of federal benefit 3.8 % 3.6 % 3.6 % Permanent items (2.8 )% (1.9 %) (5.4 )% Nondeductible basis difference 0.0 % 0.0 % 0.0 % Effect of change in state rate (0.1 )% 0.0 % (0.1 )% Prior period adjustments and other 0.0 % 0.0 % (0.1 )% Change in valuation allowance (13.1 )% 68.1 % (19.0 )% Effective income tax rate 8.8 % 90.8 % 0.0 % |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities consist of the following: Schedule of Deferred Tax Assets and Liabilities 2023 2022 December 12, 2022 Successor Successor Predecessor Successor Predecessor December 31, 2023 2022 December 12, 2022 Net operating loss carryforwards $ 9,974,075 $ 6,671,907 $ 6,639,882 Stock-based compensation expense 3,258,463 2,936,945 4,084,595 Capitalized research and development costs 2,182,104 2,421,390 2,362,939 Capitalized start-up costs 1,033,504 1,121,802 565,530 Capitalized licensing costs 647,489 687,926 689,820 Capitalized patents 351,721 288,123 273,682 Warrants 134,341 133,203 238,768 Accrued payroll 299,487 71,830 - Contributions carryforward 2,857 2,833 2,833 Operating lease liability 2,151 26,794 - Deferred tax assets 17,886,192 14,362,753 14,858,049 Valuation allowance (14,093,900 ) - (14,853,648 ) Deferred tax assets 3,792,292 14,362,753 4,401 Operating lease right-of-use asset (1,948 ) (24,236 ) - In-process research and development (4,633,535 ) (24,658,231 ) - Fixed assets (1,723 ) (4,270 ) (4,401 ) Deferred tax liabilities (4,637,206 ) (24,686,737 ) (4,401 ) Deferred tax assets, net $ (844,914 ) $ (10,323,984 ) $ - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Right of Use Assets and Liabilities | A summary of the Company’s right-of-use assets and liabilities is as follows: Schedule of Right of Use Assets and Liabilities Financial Designation, Predecessor and Successor [Fixed List] Successor Successor Predecessor Successor Predecessor For the Period For the Period For the Year December 13 January 1, 2022 December 31, 2023 December 31, 2022 December 12, 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating activities $ 100,099 $ 4,786 $ 86,100 Right-of-use assets obtained in exchange for lease obligations Operating leases $ - $ - $ - Weighted Average Remaining Lease Term Operating leases 0.08 1.08 1.08 Weighted Average Discount Rate Operating leases 6.5 % 6.5 % 6.5 % |
Schedule of Future Minimum Payments Under Lease | Future minimum payments under these operating lease agreements are as follows: Schedule of Future Minimum Payments Under Lease Amount For the year ended December 31, 2024 $ 8,703 Less: amount representing imputed interest (48 ) Total $ 8,656 |
Stockholders_ Permanent and T_2
Stockholders’ Permanent and Temporary Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stock Options Valuation Assumptions | The grant date fair value of stock options granted during the Successor year ended December 31, 2023 and the period from December 13, 2022 through December 31, 2022 for the Successor and the period from January 1, 2022 through December 12, 2022 for the Predecessor was determined using the Black Scholes method, with the following assumptions used: Schedule of Stock Options Valuation Assumptions Successor Successor Predecessor Successor Predecessor For the Period For the Period For the Year ended December 13 January 1 December 31, 2023 December 31, 2022 December 12, 2022 Fair value of common stock on date of grant $ 15.26 78.05 n/a $ 2.27 3.00 Risk free interest rate 3.53 4.27 n/a 1.68 3.01 % Expected term (years) 5.00 6.00 n/a 3.53 6.00 Expected volatility 120 123 n/a 111 119 % Expected dividends 0.00 % n/a 0.00 % |
Schedule of Stock Option Activity | A summary of the option activity for the year ended December 31, 2023 is presented below: Schedule of Stock Option Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Options Price In Years Value Outstanding, January 1, 2023 56,999 $ 366.29 Granted 44,753 19.52 Exercised - - Forfeited - - Outstanding, December 31, 2023 101,752 $ 220.65 6.3 $ - Exercisable, December 31, 2023 56,284 $ 333.65 5.0 $ - |
Schedule of Information Related to Stock Options | The following table presents information related to stock options as of December 31, 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 9 4,286 $ 73.85 2,858 - - $ 79.10 372 - - $ 176.05 18,952 2.1 18,952 $ 396.55 351 8.5 351 $ 405.30 20,819 5.3 20,819 $ 572.60 16,877 7.4 11,876 101,752 5.0 56,284 |
Summary of Warrant Activity | A summary of the warrant activity for the year ended December 31, 2023 is presented below: Summary of Warrant Activity Weighted Weighted Average Average Remaining Aggregate Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding, Janaury 1, 2023 246,594 $ 376.11 Issued [4] [4] 8,881,859 2.71 Exercised [5] [5] (203,463 ) 4.75 Forfeited (9,447 ) 32.47 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] (203,463 ) 5.78 Repriced - New [3] 203,463 4.75 Outstanding, December 31, 2023 9,032,739 $ 12.34 3.2 $ - Exercisable, December 31, 2023 8,827,273 $ 12.48 3.3 $ - [1] Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 24,672 70.00 [2] Warrants represent the reset of the exercise price of certain April 28, 2023 offering warrants to purchase 39,372 5.78 [3] Warrants represent the reset of the exercise price of certain July 26, 2023 offering warrants to purchase 203,463 4.75 [4] Warrants issued exclude 270,565 0.0035 3,600,000 0.0001 [5] Warrants exercised exclude 270,565 0.0035 2,285,000 0.0001 |
Schedule of Information Related to Stock Warrants | The following table presents information related to stock warrants as of December 31, 2023: Schedule of Information Related to Stock Warrants Warrants Outstanding [1] Warrants Exercisable [1] Outstanding Weighted Average Exercisable Exercise Number of Remaining Life Number of Price Warrants In Years Warrants $ 1.25 8,000,000 3.2 8,000,000 $ 4.75 203,464 n/a - $ 5.78 199,555 4.5 199,555 $ 35.00 275,378 4.3 275,378 $ 70.00 139,403 4.0 139,403 $ 176.05 2,994 1.1 998 $ 241.50 36,363 3.9 36,363 $ 402.50 173,306 4.0 173,306 $ 405.30 2,270 0.3 2,270 9,032,733 3.3 8,827,273 [1] Warrants outstanding and exercisable exclude 1,315,000 0.0001 |
Business Organization, Nature_2
Business Organization, Nature of Operations and Risks and Uncertainties (Details Narrative) | Dec. 31, 2023 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash FDIC insured amount | $ 250,000 |
Going Concern and Management__2
Going Concern and Management’s Plans (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Mar. 15, 2024 | Dec. 12, 2022 | Dec. 31, 2023 | |
Subsequent Event [Line Items] | ||||
Gross proceeds December 2023 Offering warrants | $ 1,126 | |||
Subsequent Event [Member] | December 2023 Offering [Member] | ||||
Subsequent Event [Line Items] | ||||
Gross proceeds December 2023 Offering warrants | $ 2,672,500 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded From Calculation of Diluted Net Loss Per Share (Details) - shares | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 12, 2022 | Dec. 31, 2023 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor | ||
Total potentially dilutive shares | 342,620 | 25,006,119 | 9,155,869 | ||
Warrant [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | [1] | 246,534 | [2] | 9,032,739 | |
Warrant [Member] | Predecessor [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | [1] | 8,560,561 | |||
Share-Based Payment Arrangement, Option [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | 56,950 | 101,752 | |||
Share-Based Payment Arrangement, Option [Member] | Predecessor [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | 10,039,348 | ||||
Series A Convertible Preferred Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | 24,671 | [3] | 714 | ||
Series A Convertible Preferred Stock [Member] | Predecessor [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | 6,406,210 | ||||
Series B Convertible Preferred Stock [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total potentially dilutive shares | 14,465 | [4] | 20,664 | ||
[1]As part of the InflamaCORE, LLC license agreement, warrants to purchase 3,404 98,686 98,686 6,199 |
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 | ||
Dec. 31, 2022 | Dec. 31, 2023 | Dec. 12, 2022 | |
Series A Warrant [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares available for conversion | 98,686 | ||
Series A Convertible Preferred Stock [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares available for conversion | 98,686 | ||
Series B Convertible Preferred Stock [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares available for conversion | 6,199 | ||
Inflamacore, LlC License Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Warrants to purchase common shares | 3,404 | 3,404 | 3,404 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 04, 2023 | Dec. 31, 2022 | Dec. 12, 2022 | Dec. 31, 2023 | |
Reverse stock split | 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. | |||
Estimated useful life | 5 years | |||
Equipment | $ 52,000 | $ 52,000 | ||
Accumulated depreciation | $ 34,667 | $ 45,067 | ||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor | |
Depreciation | $ 532 | $ 9,868 | $ 10,400 | |
Company valuation | 85,000,000 | |||
Operating lease right of use asset | $ 98,371 | 7,839 | ||
Accounting Standards Update 2016-02 [Member] | ||||
Operating lease right of use asset | 182,732 | |||
Operating lease liability | 199,642 | |||
Deferred rent | $ 16,910 |
Schedule of Fair Value of the P
Schedule of Fair Value of the Purchase Consideration (Details) - Larkspur Larkspur Merger Sub Inc [Member] | 1 Months Ended |
Jun. 30, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Total fair value of the purchase consideration | $ 91,251,871 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Total fair value of the purchase consideration | 67,197,300 |
Warrant [Member] | |
Business Acquisition [Line Items] | |
Total fair value of the purchase consideration | 12,190,015 |
Share-Based Payment Arrangement, Option [Member] | |
Business Acquisition [Line Items] | |
Total fair value of the purchase consideration | $ 11,864,556 |
Schedule of Estimated Fair Valu
Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill (Details) - USD ($) | Dec. 31, 2023 | Jun. 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 | $ 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) | Jun. 30, 2023 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash | $ 699,324 |
Business Combination (Details N
Business Combination (Details Narrative) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | Dec. 12, 2022 USD ($) shares | Dec. 31, 2023 USD ($) shares | |
Business Acquisition [Line Items] | |||
Share issued on conversion | 191,992 | ||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor |
Share exchange ration | 176.28 | ||
Number of options outstanding | 56,999 | 101,752 | |
Goodwill impairment | $ | $ 11,895,033 | ||
Impairment charge for other indefinite-lived intangible assets | $ | $ 81,438,426 | ||
Share-Based Payment Arrangement, Option [Member] | |||
Business Acquisition [Line Items] | |||
Share exchange ration | 176.28 | ||
Number of options outstanding | 56,950 | ||
Replacement of Options | 1,731,237 | ||
Share-Based Payment Arrangement, Option [Member] | Predecessor [Member] | |||
Business Acquisition [Line Items] | |||
Number of options outstanding | 10,039,348 | ||
Warrant [Member] | |||
Business Acquisition [Line Items] | |||
Share exchange ration | 176.28 | ||
Number of warrants outstanding | 48,561 | ||
Warrants outstanding | $ | $ 584,260 | ||
Warrant [Member] | Predecessor [Member] | |||
Business Acquisition [Line Items] | |||
Number of warrants outstanding | 8,560,561 | ||
Larkspur Larkspur Merger Sub Inc [Member] | |||
Business Acquisition [Line Items] | |||
Share exchange | 33,845,335 | ||
Share issued on conversion | 16,681 | ||
Larkspur Larkspur Merger Sub Inc [Member] | Permanent Equity Shares [Member] | |||
Business Acquisition [Line Items] | |||
Share exchange | 33,514,004 | ||
Larkspur Larkspur Merger Sub Inc [Member] | Temporary Shares [Member] | |||
Business Acquisition [Line Items] | |||
Share exchange | 331,331 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | Mar. 29, 2023 | Feb. 28, 2023 | Dec. 13, 2020 |
License Agreement [Member] | L&F Research LLC [Member] | Waiver A [Member] | |||
Short-Term Debt [Line Items] | |||
Cash payment | $ 648,421 | $ 648,421 | |
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 8 - Commitments and Contingencies), (b) 100% of the gross proceeds from the sale of common stock by L&F to ZyVersa pursuant to the terms of the Put Option (See Note 9 – Stockholders’ Permanent and Temporary Equity), (c) 100% of the gross proceeds in excess of $1.00 per share from the sale of 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. | ||
Milestone payments | $ 500,000 | ||
Administrative fee | $ 6,000 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |||
L&F milestone payment liability | $ 500,000 | $ 1,500,000 | |
L&F Note | [1] | (351,579) | |
L&F, net | 500,000 | 1,148,421 | |
Payroll accrual | 668,803 | 584,226 | |
Other accrued expenses | 41,969 | 214,229 | |
Federal income tax payable | 106,683 | ||
Bonus accrual | 536,500 | ||
Registration delay liability | [2] | 7,261 | |
Total accrued expenses and other current liabilities | $ 1,754,533 | $ 2,053,559 | |
[1]See Note 5 – “Note Receivable” and Note 8 – “Commitments and Contingencies” for details of the forgiveness of the L&F Note.[2]See Note 9 – “Stockholders’ Permanent and Temporary Equity – Effectiveness Failure” for details of the registration delay liability. |
Schedule of Provision For Incom
Schedule of Provision For Income Taxes (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 12, 2022 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor |
Current tax benefit: | |||
Federal | |||
State | 23,240 | ||
Current tax benefit | 23,240 | ||
Deferred tax benefit: | |||
Federal | (151,625) | (2,191,344) | (19,104,800) |
State | (34,844) | (482,283) | (4,468,170) |
Deferred tax benefit | (186,469) | (2,673,627) | (23,572,970) |
Change in valuation allowance | (558,581) | 2,673,627 | 14,093,900 |
Provision for income taxes | $ (745,050) | $ (9,455,830) |
Schedule of Provision For Inc_2
Schedule of Provision For Income Taxes Differs From The Federal Statutory Rate (Details) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 12, 2022 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor |
Federal statutory rate | 21% | 21% | 21% |
State tax rate, net of federal benefit | 3.60% | 3.60% | 3.80% |
Permanent items | (1.90%) | (5.40%) | (2.80%) |
Nondeductible basis difference | 0% | 0% | 0% |
Effect of change in state rate | 0% | (0.10%) | (0.10%) |
Prior period adjustments and other | 0% | (0.10%) | 0% |
Change in valuation allowance | 68.10% | (19.00%) | (13.10%) |
Effective income tax rate | 90.80% | 0% | 8.80% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 12, 2022 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor |
Net operating loss carryforwards | $ 6,671,907 | $ 6,639,882 | $ 9,974,075 |
Stock-based compensation expense | 2,936,945 | 4,084,595 | 3,258,463 |
Capitalized research and development costs | 2,421,390 | 2,362,939 | 2,182,104 |
Capitalized start-up costs | 1,121,802 | 565,530 | 1,033,504 |
Capitalized licensing costs | 687,926 | 689,820 | 647,489 |
Capitalized patents | 288,123 | 273,682 | 351,721 |
Warrants | 133,203 | 238,768 | 134,341 |
Accrued payroll | 71,830 | 299,487 | |
Contributions carryforward | 2,833 | 2,833 | 2,857 |
Operating lease liability | 26,794 | 2,151 | |
Deferred tax assets | 14,362,753 | 14,858,049 | 17,886,192 |
Valuation allowance | (14,853,648) | (14,093,900) | |
Deferred tax assets | 14,362,753 | 4,401 | 3,792,292 |
Operating lease right-of-use asset | (24,236) | (1,948) | |
In-process research and development | (24,658,231) | (4,633,535) | |
Fixed assets | (4,270) | (4,401) | (1,723) |
Deferred tax liabilities | (24,686,737) | (4,401) | (4,637,206) |
Deferred tax assets, net | $ (10,323,984) | $ (844,914) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 12, 2022 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor |
Net operating loss carry forwards, federal | $ 27,515,427 | $ 27,385,445 | $ 40,807,990 |
Net operating loss carry forwards, state | 20,567,703 | 20,458,902 | 32,322,138 |
Increase in valuation allowance | 2,673,627 | ||
Valuation allowance | 14,853,648 | 14,093,900 | |
Change in valuation allowance | $ 558,581 | $ (2,673,627) | (14,093,900) |
Deferred tax liabilities valuation allowance | $ 14,093,900 |
Schedule of Right of Use Assets
Schedule of Right of Use Assets and Liabilities (Details) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 12, 2022 | Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor |
Operating cash flows used in operating activities | $ 4,786 | $ 86,100 | $ 100,099 |
Operating leases | |||
Weighted average remaining lease term | 1 year 29 days | 1 year 29 days | 29 days |
Weighted average discount rate | 6.50% | 6.50% | 6.50% |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Under Lease (Details) | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
For the year ended December 31, 2024 | $ 8,703 |
Less: amount representing imputed interest | (48) |
Total | $ 8,656 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||||
Jan. 30, 2024 USD ($) | Jan. 15, 2024 USD ($) | Mar. 29, 2023 USD ($) | Feb. 28, 2023 USD ($) | Dec. 23, 2022 USD ($) | Aug. 26, 2022 USD ($) | Mar. 07, 2022 USD ($) | Jan. 31, 2020 USD ($) shares | Jan. 09, 2020 USD ($) | Apr. 18, 2019 USD ($) $ / shares shares | Jan. 18, 2019 USD ($) ft² | Dec. 15, 2015 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 12, 2022 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jul. 26, 2023 shares | May 10, 2022 $ / shares | |
Loss Contingencies [Line Items] | |||||||||||||||||||
License agreements up front cash payment | $ 200,000 | ||||||||||||||||||
Aggregate milestone cash payments | $ 1,000,000 | $ 22,500,000 | 21,500,000 | $ 500,000 | $ 1,500,000 | ||||||||||||||
Second license agreement milestone | $ 2,500,000 | ||||||||||||||||||
Cash payment exercise price withheld | 351,579 | ||||||||||||||||||
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%. | ||||||||||||||||||
Operating lease rent expense | $ 7,795 | $ 148,881 | $ 154,841 | ||||||||||||||||
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor | ||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Operating lease rent expense | $ 112,064 | ||||||||||||||||||
License Agreement [Member] | L&F Research LLC [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Aggregate milestone cash payments | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | ||||||||||||||||
Aggregate milestone cash payments, description | the Company and L&F executed an Amendment and Restatement Agreement that waived L&F’s right to terminate the L&F License Agreement or any other remedies, for non-payment of the First Milestone Payment, until (a) March 31, 2023 as to $1,000,000 of such milestone payments (“Waiver A”) and (b) January 31, 2024 as to $500,000 of milestone payments (“Waiver B”). | ||||||||||||||||||
License Agreement [Member] | L&F Research LLC [Member] | Waiver A [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Debt forgiveness | $ 351,579 | $ 351,579 | |||||||||||||||||
Cash payment | $ 648,421 | $ 648,421 | |||||||||||||||||
Maturity date | Mar. 31, 2023 | ||||||||||||||||||
License Agreement [Member] | L&F Research LLC [Member] | Waiver B [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Cash payment | $ 500,000 | ||||||||||||||||||
Maturity date | Jan. 31, 2024 | ||||||||||||||||||
Net proceeds from issuance of equity capital | $ 30,000,000 | ||||||||||||||||||
License Agreement [Member] | L&F Research LLC [Member] | Waiver B [Member] | Subsequent Event [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Cash payment | $ 500,000 | ||||||||||||||||||
Phase 1/2 Milestone [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Aggregate milestone cash payments | 500,000 | ||||||||||||||||||
First Anniversary Milestone [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Aggregate milestone cash payments | $ 500,000 | ||||||||||||||||||
Predecessor [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
License agreements up front cash payment | $ 346,321 | ||||||||||||||||||
Common stock fair value | shares | 200,000 | ||||||||||||||||||
Grant date fair value | $ 460,000 | ||||||||||||||||||
Number of operating lease square feet | ft² | 3,500 | ||||||||||||||||||
Lease cost | $ 89,000 | ||||||||||||||||||
Operating lease rent expense | $ 497,000 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Aggregate common stock shares | shares | 2,270 | 39,372 | |||||||||||||||||
Aggregate common stock exercise price share | $ / shares | $ 405.30 | $ 402.50 | $ 3.20 | ||||||||||||||||
Fair value of warrant | $ 584,260 | ||||||||||||||||||
Warrant [Member] | Predecessor [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Aggregate common stock shares | shares | 175,789 | 400,000 | 878,947 | 351,578 | |||||||||||||||
Aggregate common stock exercise price share | $ / shares | $ 2.30 | $ 1 | |||||||||||||||||
Grant date fair value | $ 153,324 | $ 766,384 | |||||||||||||||||
Warrant exercisable | 5 years | ||||||||||||||||||
Issue date fair value | $ 815,822 | ||||||||||||||||||
Warrant One [Member] | Predecessor [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Aggregate common stock shares | shares | 600,000 | 351,579 | |||||||||||||||||
Fair value of warrant | $ 306,411 | ||||||||||||||||||
Five Year Warrant [Member] | Predecessor [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Aggregate common stock shares | shares | 1,000,000 | ||||||||||||||||||
Minimum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Percentage of product sales | 5% | ||||||||||||||||||
Maximum [Member] | |||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||
Percentage of product sales | 10% |
Schedule of Stock Options Valua
Schedule of Stock Options Valuation Assumptions (Details) - $ / shares | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 12, 2022 | Dec. 31, 2023 | |
Financial Designation, Predecessor and Successor [Fixed List] | Successor | Predecessor | Successor |
Expected dividends | 0% | 0% | |
Minimum [Member] | |||
Fair value of common stock on date of grant | $ 2.27 | $ 15.26 | |
Risk free interest rate | 1.68% | 3.53% | |
Expected term (years) | 3 years 6 months 10 days | 5 years | |
Expected volatility | 111% | 120% | |
Maximum [Member] | |||
Fair value of common stock on date of grant | $ 3 | $ 78.05 | |
Risk free interest rate | 3.01% | 4.27% | |
Expected term (years) | 6 years | 6 years | |
Expected volatility | 119% | 123% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Equity [Abstract] | |
Number of options, outstanding beginning balance | shares | 56,999 |
Weighted average exercise price, beginning balance | $ / shares | $ 366.29 |
Number of options, granted | shares | 44,753 |
Weighted average exercise price, granted | $ / shares | $ 19.52 |
Number of options, exercised | shares | |
Weighted average exercise price, exercised | $ / shares | |
Number of options, forfeited | shares | |
Weighted average exercise price, forfeited | $ / shares | |
Number of options, outstanding ending balance | shares | 101,752 |
Weighted average exercise price, ending balance | $ / shares | $ 220.65 |
Weighted average remaining life in years, outstanding | 6 years 3 months 18 days |
Aggregate intrinsic value, ending balance | $ | |
Number of options, exercisable ending balance | shares | 56,284 |
Weighted average exercise price, Exercisable | $ / shares | $ 333.65 |
Weighted average remaining life in years, exercisable | 5 years |
Aggregate intrinsic value, exercisable | $ |
Schedule of Information Related
Schedule of Information Related to Stock Options (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | May 24, 2023 | Mar. 10, 2023 | Jan. 27, 2023 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options outstanding, exercise price | $ 15.25 | $ 79.10 | $ 73.85 | |
Options outstanding, Number of options | 101,752 | 41,523 | 372 | 2,858 |
Options exercisable, weighted average remaining life in life | 5 years | |||
Options exercisable, Number of options | 56,284 | |||
Exercise Price One [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options outstanding, exercise price | $ 15.25 | |||
Options outstanding, Number of options | 41,523 | |||
Options exercisable, weighted average remaining life in life | 9 years | |||
Options exercisable, Number of options | 4,286 | |||
Exercise Price Two [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options outstanding, exercise price | $ 73.85 | |||
Options outstanding, Number of options | 2,858 | |||
Options exercisable, Number of options | ||||
Exercise Price Three [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options outstanding, exercise price | $ 79.10 | |||
Options outstanding, Number of options | 372 | |||
Options exercisable, Number of options | ||||
Exercise Price Four [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options outstanding, exercise price | $ 176.05 | |||
Options outstanding, Number of options | 18,952 | |||
Options exercisable, weighted average remaining life in life | 2 years 1 month 6 days | |||
Options exercisable, Number of options | 18,952 | |||
Exercise Price Five [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options outstanding, exercise price | $ 396.55 | |||
Options outstanding, Number of options | 351 | |||
Options exercisable, weighted average remaining life in life | 8 years 6 months | |||
Options exercisable, Number of options | 351 | |||
Exercise Price Six [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options outstanding, exercise price | $ 405.30 | |||
Options outstanding, Number of options | 20,819 | |||
Options exercisable, weighted average remaining life in life | 5 years 3 months 18 days | |||
Options exercisable, Number of options | 20,819 | |||
Exercise Price Seven [Member] | ||||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Options outstanding, exercise price | $ 572.60 | |||
Options outstanding, Number of options | 16,877 | |||
Options exercisable, weighted average remaining life in life | 7 years 4 months 24 days | |||
Options exercisable, Number of options | 11,876 |
Summary of Warrant Activity (De
Summary of Warrant Activity (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) $ / shares shares | ||
Equity [Abstract] | ||
Number of warrants, outstanding beginning balance | shares | 246,594 | |
Weighted average exercise price, beginning balance | $ / shares | $ 376.11 | |
Number of warrants, granted | shares | 8,881,859 | [1] |
Weighted average exercise price, granted | $ / shares | $ 2.71 | [1] |
Number of warrants, exercised | shares | (203,463) | [2] |
Weighted average exercise price, exercised | $ / shares | $ 4.75 | [2] |
Number of warrants, forfeited | shares | (9,447) | |
Weighted average exercise price, forfeited | $ / shares | $ 32.47 | |
Number of warrants, repriced - old | shares | (24,672) | [3] |
Weighted average Repriced price | $ / shares | $ 402.50 | [3] |
Number of warrants, repriced - new | shares | 141,868 | [3] |
Weighted average repriced price | $ / shares | $ 70 | [3] |
Number of warrants, repriced - old two | shares | (39,372) | [4] |
Weighted average Repriced price two | $ / shares | $ 35 | [4] |
Number of warrants, repriced - new two | shares | 39,372 | [4] |
Weighted average repriced price new two | $ / shares | $ 5.78 | [4] |
Number of warrants, repriced - old three | shares | (203,463) | [5] |
Weighted average Repriced price three | $ / shares | $ 5.78 | [5] |
Number of warrants, repriced - new three | shares | 203,463 | [5] |
Weighted average repriced price new three | $ / shares | $ 4.75 | [5] |
Number of warrants, outstanding ending balance | shares | 9,032,739 | |
Weighted average exercise price, ending balance | $ / shares | $ 12.34 | |
Weighted average remaining life in years, outstanding | 3 years 2 months 12 days | |
Aggregate intrinsic value, ending balance | $ | ||
Number of warrants, exercisable ending balance | shares | 8,827,273 | |
Weighted average exercise price, Exercisable | $ / shares | $ 12.48 | |
Weighted average remaining life in years, exercisable | 3 years 3 months 18 days | |
Aggregate intrinsic value, exercisable | $ | ||
[1]Warrants issued exclude 270,565 0.0035 3,600,000 0.0001 270,565 0.0035 2,285,000 0.0001 24,672 70.00 39,372 5.78 203,463 4.75 |
Summary of Warrant Activity (_2
Summary of Warrant Activity (Details) (Parenthetical) - $ / shares | 12 Months Ended | |||
Jul. 26, 2023 | Apr. 28, 2023 | Dec. 31, 2023 | ||
Class of Warrant or Right [Line Items] | ||||
Purchase of warrants shares | [1] | (24,672) | ||
Purchase of warrants per share | [1] | $ 70 | ||
Number of warrants, issued | [2] | 8,881,859 | ||
Number of warrants, exercised | [3] | 203,463 | ||
PIPE Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Purchase of warrants shares | 24,672 | |||
Purchase of warrants per share | $ 70 | |||
April 28, 2023 Offering Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Purchase of warrants shares | 39,372 | |||
Purchase of warrants per share | $ 5.78 | |||
July 26, 2023 Offering Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Purchase of warrants shares | 203,463 | |||
Purchase of warrants per share | $ 4.75 | |||
July Pre Funded Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants, issued | 270,565 | |||
Exercise price | $ 0.0035 | |||
December 2023 Pre Funded Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Number of warrants, issued | 3,600,000 | |||
Exercise price | $ 0.0001 | |||
July 2023 Pre-Funded Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price | $ 0.0035 | |||
Number of warrants, exercised | 270,565 | |||
December 2023 Pre-Funded Warrants [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Exercise price | $ 0.0001 | |||
Number of warrants, exercised | 2,285,000 | |||
[1]Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 24,672 70.00 270,565 0.0035 3,600,000 0.0001 270,565 0.0035 2,285,000 0.0001 |
Schedule of Information Relat_2
Schedule of Information Related to Stock Warrants (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of warrants, outstanding | 9,032,739 | 246,594 | |
Number of warrants, exercisable | 8,827,273 | ||
Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of warrants, outstanding | [1] | 9,032,733 | |
Warrant exercisable, weighted average remaining life in life | [1] | 3 years 3 months 18 days | |
Number of warrants, exercisable | [1] | 8,827,273 | |
Exercise Price One [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted average exercise price, outstanding | [1] | $ 1.25 | |
Number of warrants, outstanding | [1] | 8,000,000 | |
Warrant exercisable, weighted average remaining life in life | [1] | 3 years 2 months 12 days | |
Number of warrants, exercisable | [1] | 8,000,000 | |
Exercise Price Two [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted average exercise price, outstanding | [1] | $ 4.75 | |
Number of warrants, outstanding | [1] | 203,464 | |
Number of warrants, exercisable | [1] | ||
Exercise Price Three [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted average exercise price, outstanding | [1] | $ 5.78 | |
Number of warrants, outstanding | [1] | 199,555 | |
Warrant exercisable, weighted average remaining life in life | [1] | 4 years 6 months | |
Number of warrants, exercisable | [1] | 199,555 | |
Exercise Price Four [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted average exercise price, outstanding | [1] | $ 35 | |
Number of warrants, outstanding | [1] | 275,378 | |
Warrant exercisable, weighted average remaining life in life | [1] | 4 years 3 months 18 days | |
Number of warrants, exercisable | [1] | 275,378 | |
Exercise Price Five [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted average exercise price, outstanding | [1] | $ 70 | |
Number of warrants, outstanding | [1] | 139,403 | |
Warrant exercisable, weighted average remaining life in life | [1] | 4 years | |
Number of warrants, exercisable | [1] | 139,403 | |
Exercise Price Six [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted average exercise price, outstanding | [1] | $ 176.05 | |
Number of warrants, outstanding | [1] | 2,994 | |
Warrant exercisable, weighted average remaining life in life | [1] | 1 year 1 month 6 days | |
Number of warrants, exercisable | [1] | 998 | |
Exercise Price Seven [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted average exercise price, outstanding | [1] | $ 241.50 | |
Number of warrants, outstanding | [1] | 36,363 | |
Warrant exercisable, weighted average remaining life in life | [1] | 3 years 10 months 24 days | |
Number of warrants, exercisable | [1] | 36,363 | |
Exercise Price Eight [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted average exercise price, outstanding | [1] | $ 402.50 | |
Number of warrants, outstanding | [1] | 173,306 | |
Warrant exercisable, weighted average remaining life in life | [1] | 4 years | |
Number of warrants, exercisable | [1] | 173,306 | |
Exercise Price Nine [Member] | Warrant [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Weighted average exercise price, outstanding | [1] | $ 405.30 | |
Number of warrants, outstanding | [1] | 2,270 | |
Warrant exercisable, weighted average remaining life in life | [1] | 3 months 18 days | |
Number of warrants, exercisable | [1] | 2,270 | |
[1]Warrants outstanding and exercisable exclude 1,315,000 0.0001 |
Schedule of Information Relat_3
Schedule of Information Related to Stock Warrants (Details) (Parenthetical) | Dec. 31, 2023 $ / shares shares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants outstanding and exercisable | shares | 8,827,273 |
Weighted average exercise price, Exercisable | $ / shares | $ 12.48 |
Prefunded Warrants [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants outstanding and exercisable | shares | 1,315,000 |
Weighted average exercise price, Exercisable | $ / shares | $ 0.0001 |
Stockholders_ Permanent and T_3
Stockholders’ Permanent and Temporary Equity (Details Narrative) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||
Dec. 11, 2023 | Oct. 31, 2023 | Sep. 18, 2023 | Sep. 14, 2023 | Aug. 04, 2023 | Aug. 02, 2023 | Jul. 26, 2023 | Jun. 05, 2023 | May 24, 2023 | Apr. 28, 2023 | Mar. 29, 2023 | Mar. 10, 2023 | Feb. 28, 2023 | Jan. 27, 2023 | Jan. 02, 2023 | Dec. 12, 2022 | Dec. 06, 2022 | Sep. 16, 2022 | Aug. 31, 2022 | Jul. 08, 2022 | May 10, 2022 | Mar. 31, 2022 | Dec. 13, 2020 | Jan. 31, 2020 | Apr. 18, 2019 | Dec. 15, 2015 | Dec. 31, 2022 | Dec. 12, 2022 | Dec. 31, 2023 | Nov. 30, 2023 | Feb. 20, 2023 | |||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Increase in authorised number of shares issued | 250,000,000 | 250,000,000 | 110,000,000 | ||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||||||||||||||
Increase in authorised number of shares issued | 251,000,000 | 111,000,000 | |||||||||||||||||||||||||||||||
Conversion of shares issued | 191,992 | ||||||||||||||||||||||||||||||||
Fair value for general and administrative expesne | $ 420,174 | $ 7,605,205 | $ 11,213,201 | ||||||||||||||||||||||||||||||
Issuance costs | 2,417,095 | ||||||||||||||||||||||||||||||||
Legal costs | $ 16,131 | ||||||||||||||||||||||||||||||||
Proceeds from sale of equity | 18,114,193 | ||||||||||||||||||||||||||||||||
Reclassification shares of common stock value classified as temporary to permanent equity | $ 331,331 | ||||||||||||||||||||||||||||||||
Placement agent fees | 57,980 | ||||||||||||||||||||||||||||||||
Number of options outstanding | 56,999 | 101,752 | |||||||||||||||||||||||||||||||
Conversion price | $ 70 | ||||||||||||||||||||||||||||||||
Deemed dividend | $ 32,373 | ||||||||||||||||||||||||||||||||
Common stock exercisable upon reset of Series A warrants | |||||||||||||||||||||||||||||||||
Satisfaction of company liabilities | $ 5,062,000 | ||||||||||||||||||||||||||||||||
Stock based compensation expense | $ 56,333 | $ 3,524,801 | 1,192,963 | ||||||||||||||||||||||||||||||
Unrecognized stock-based compensation expense | 2,957,047 | $ 1,027,460 | |||||||||||||||||||||||||||||||
weighted average period | 1 year 7 months 6 days | 1 year 8 months 12 days | |||||||||||||||||||||||||||||||
Expire years, granted options | ten | ten | ten | ||||||||||||||||||||||||||||||
Number of options issued | 41,523 | 372 | 2,858 | 101,752 | |||||||||||||||||||||||||||||
Options granted that vest over three years | $ 499,660 | $ 184,426 | |||||||||||||||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||||||||||||||||
Options issued, exercise price | $ 15.25 | $ 79.10 | $ 73.85 | ||||||||||||||||||||||||||||||
Aggregate grant date value | $ 555,004 | $ 23,770 | |||||||||||||||||||||||||||||||
Shares issued | 143 | ||||||||||||||||||||||||||||||||
Vesting period | 3 years | ||||||||||||||||||||||||||||||||
Options vesting immediately | $ 55,344 | ||||||||||||||||||||||||||||||||
Company valuation | 85,000,000 | ||||||||||||||||||||||||||||||||
Incremental Fair Valu | 134,591 | ||||||||||||||||||||||||||||||||
Gross proceeds pre-funded warrants | $ 1,126 | ||||||||||||||||||||||||||||||||
Exercise price | [1] | $ 70 | |||||||||||||||||||||||||||||||
Grant of new warrants | 5 years | ||||||||||||||||||||||||||||||||
Warrant modification costs | $ 134,591 | ||||||||||||||||||||||||||||||||
Percentage of registration delay payments | 1.50% | ||||||||||||||||||||||||||||||||
Effectiveness failure interest rate | 2% | ||||||||||||||||||||||||||||||||
Accrued registration delay payments | $ 7,261 | ||||||||||||||||||||||||||||||||
Research and Development Expense [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Stock based compensation expense | 7,808 | 673,160 | 132,767 | ||||||||||||||||||||||||||||||
General and Administrative Expense [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Stock based compensation expense | $ 48,525 | $ 2,851,641 | $ 1,060,196 | ||||||||||||||||||||||||||||||
Series A Warrant [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 2,465 | 6,406,210 | 6,406,210 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 2 | ||||||||||||||||||||||||||||||||
Aggregate common stock of warrant exercise price share | $ 3.20 | ||||||||||||||||||||||||||||||||
Warrant, Exercise Price, Decrease | 1.37 | ||||||||||||||||||||||||||||||||
Five Year Warrant [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 36,340 | 36,340 | |||||||||||||||||||||||||||||||
Aggregate common stock of warrant exercise price share | $ 241.50 | ||||||||||||||||||||||||||||||||
Series B Warrants [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Exercise floor price reset | 245 | ||||||||||||||||||||||||||||||||
July 2023 Warrants [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Exercise price | $ 4.75 | ||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 39,372 | 2,270 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 3.20 | $ 405.30 | $ 402.50 | ||||||||||||||||||||||||||||||
Shares issued, price per share | $ 1,000 | ||||||||||||||||||||||||||||||||
Incremental Fair Valu | $ 47,300 | ||||||||||||||||||||||||||||||||
Exercise price | $ 4.75 | ||||||||||||||||||||||||||||||||
Grant of new warrants | 5 years 6 months | ||||||||||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Issuance costs | $ 208,702 | ||||||||||||||||||||||||||||||||
Shares issued for services | 104,571 | ||||||||||||||||||||||||||||||||
Conversion price | $ 70 | ||||||||||||||||||||||||||||||||
Reclassification of formerly redeemable common stock | 1,880 | ||||||||||||||||||||||||||||||||
Deemed dividend | $ 1,400,000 | ||||||||||||||||||||||||||||||||
Common stock exercisable upon reset of Series A warrants | 141,861 | ||||||||||||||||||||||||||||||||
Warrant inducement offer - exercise proceeds, shares | 203,463 | 203,463 | [2] | ||||||||||||||||||||||||||||||
Gross proceeds | $ 966,400 | ||||||||||||||||||||||||||||||||
Investor [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Reclassification of formerly redeemable common stock | 150 | ||||||||||||||||||||||||||||||||
Cash payment | $ 230,000 | ||||||||||||||||||||||||||||||||
Investor [Member] | Prefunded Warrants [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 270,565 | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.0035 | ||||||||||||||||||||||||||||||||
Gross proceeds pre-funded warrants | $ 947 | ||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 8,635 | 8,635 | |||||||||||||||||||||||||||||||
Conversion of shares issued | 35 | ||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 24,671 | ||||||||||||||||||||||||||||||||
Preferred stock sold | 8,635 | ||||||||||||||||||||||||||||||||
Net proceeds | $ 8,635,000 | ||||||||||||||||||||||||||||||||
Preferred stock conversion price per share | 2.78 | 3.14 | |||||||||||||||||||||||||||||||
Preferred stock conversion price per share | $ 1.19 | $ 2.78 | |||||||||||||||||||||||||||||||
Incremental fair value of stock and warrants | $ 9,684,637 | $ 331,200 | |||||||||||||||||||||||||||||||
Number of options outstanding | 2,427,832 | 2,427,832 | |||||||||||||||||||||||||||||||
Conversion of shares converted | 500 | ||||||||||||||||||||||||||||||||
Conversion price | $ 350 | ||||||||||||||||||||||||||||||||
Conversion basis | (a) $70.00; and (b) the lowest price of any subsequent offerings of securities at a price less than the conversion price | ||||||||||||||||||||||||||||||||
Deemed dividend | $ 37,000 | ||||||||||||||||||||||||||||||||
Remaining shares with conversion floor price reset | 235 | ||||||||||||||||||||||||||||||||
Preferred stock, shares designated | 8,635 | 50 | |||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Conversion price | $ 350 | ||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Investor [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Preferred stock sold | 174,776 | 222,929 | 94,393 | 133,541 | |||||||||||||||||||||||||||||
Preferred stock price per share | $ 3.14 | $ 3.14 | $ 3.14 | $ 3.14 | |||||||||||||||||||||||||||||
Net proceeds | $ 392,301 | ||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 100,000 | ||||||||||||||||||||||||||||||||
Gross proceeds | $ 548,805 | $ 700,000 | $ 296,400 | ||||||||||||||||||||||||||||||
Placement agent fees | $ 2,000 | $ 16,000 | $ 21,200 | ||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,062 | 5,062 | |||||||||||||||||||||||||||||||
Shares issued, price per share | $ 1,000 | ||||||||||||||||||||||||||||||||
Deemed dividend | $ 100,000 | ||||||||||||||||||||||||||||||||
Preferred stock, shares designated | 5,062 | 5,062 | |||||||||||||||||||||||||||||||
Shares conversion price | $ 350 | ||||||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Conversion price | $ 350 | ||||||||||||||||||||||||||||||||
Shares issued in connection with the Business Combination | 5,062 | ||||||||||||||||||||||||||||||||
Maximum [Member] | Investor [Member] | Series A Convertible Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Remaining shares before redemption | 200 | ||||||||||||||||||||||||||||||||
Maximum [Member] | Three Investor [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrant exercise price | $ 5.78 | ||||||||||||||||||||||||||||||||
Minimum [Member] | Three Investor [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrant exercise price | $ 35 | ||||||||||||||||||||||||||||||||
Minimum [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares conversion price | $ 245 | ||||||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued | 86,976 | ||||||||||||||||||||||||||||||||
Issuance costs | $ 1,200,000 | ||||||||||||||||||||||||||||||||
Shares held by investors | 56,507 | ||||||||||||||||||||||||||||||||
Fair value for general and administrative expesne | $ 1,156,778 | ||||||||||||||||||||||||||||||||
April 2023 Offering [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 24,671 | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 402.50 | ||||||||||||||||||||||||||||||||
Proceeds from Registered Offering to Redeem Series A Preferred Stock | $ 10,500,000 | ||||||||||||||||||||||||||||||||
Reclassification of formerly redeemable common stock | 8,400 | ||||||||||||||||||||||||||||||||
Net carrying amount | $ 3,700,000 | ||||||||||||||||||||||||||||||||
Deemed dividend | $ 6,400,000 | ||||||||||||||||||||||||||||||||
Exercise floor price reset | $ 70 | ||||||||||||||||||||||||||||||||
Larkspur Larkspur Merger Sub Inc [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Convertible notes | $ 3,961,000 | $ 3,961,000 | |||||||||||||||||||||||||||||||
Accrued interest | 709,608 | 709,608 | |||||||||||||||||||||||||||||||
Derivative liabilities | $ 1,167,601 | $ 1,167,601 | |||||||||||||||||||||||||||||||
Common stock convertible | 2,940,537 | ||||||||||||||||||||||||||||||||
Conversion of shares issued | 16,681 | ||||||||||||||||||||||||||||||||
Conversion price | $ 1.58835 | $ 1.58835 | |||||||||||||||||||||||||||||||
Conversion basis | (80% of the $1.98542 fair value per share of the Predecessor common stock which was determined using the Business Combination exchange ratio of 176.28) | ||||||||||||||||||||||||||||||||
Conversion of shares converted | 33,845,335 | ||||||||||||||||||||||||||||||||
2014 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Common stock, shares authorized | 102,651 | 102,651 | |||||||||||||||||||||||||||||||
Equity incentive plan, description | The number of shares of common stock available for issuance under the 2014 Plan shall automatically increase on the first trading day of January each calendar year during the term of the 2014 Plan, beginning with calendar year 2019, by an amount equal to five percent (5%) of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year. | ||||||||||||||||||||||||||||||||
2022 Omnibus Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Common stock, shares authorized | 31,138 | ||||||||||||||||||||||||||||||||
Common stock share increase | 114,286 | ||||||||||||||||||||||||||||||||
Common stock share increase | 155,809 | 41,523 | |||||||||||||||||||||||||||||||
Available for future issuance | 114,286 | ||||||||||||||||||||||||||||||||
Marketing Agreements [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued for services | 104,571 | ||||||||||||||||||||||||||||||||
Prepaid expense fair value of shares | $ 671,620 | ||||||||||||||||||||||||||||||||
April 2023 Offering [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued | 314,729 | ||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 314,729 | ||||||||||||||||||||||||||||||||
Proceeds from sale of equity | $ 11,000,000 | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 35 | ||||||||||||||||||||||||||||||||
Issuance costs | $ 1,184,482 | ||||||||||||||||||||||||||||||||
Placement fee | 440,620 | ||||||||||||||||||||||||||||||||
Legal costs | 455,332 | ||||||||||||||||||||||||||||||||
Professional fees | 259,774 | ||||||||||||||||||||||||||||||||
Other Offering costs | $ 28,756 | ||||||||||||||||||||||||||||||||
July 2023 Prefunded Warrants [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued | 93,030 | ||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 270,565 | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 5.78 | ||||||||||||||||||||||||||||||||
Share price | $ 0.0035 | ||||||||||||||||||||||||||||||||
Exercise term | 5 years | ||||||||||||||||||||||||||||||||
July 2023 Warrants [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 363,636 | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 5.78 | ||||||||||||||||||||||||||||||||
July 2023 Offering [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Issuance costs | $ 523,115 | ||||||||||||||||||||||||||||||||
Placement fee | 125,943 | ||||||||||||||||||||||||||||||||
Legal costs | 236,091 | ||||||||||||||||||||||||||||||||
Professional fees | 87,037 | ||||||||||||||||||||||||||||||||
Other Offering costs | 26,744 | ||||||||||||||||||||||||||||||||
Proceeds from sale of equity | 2,100,000 | ||||||||||||||||||||||||||||||||
Fair value of warrants | $ 47,300 | ||||||||||||||||||||||||||||||||
July Pre Funded Warrants [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.0035 | ||||||||||||||||||||||||||||||||
December 2023 Prefunded Warrants [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Shares issued | 400,000 | ||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 3,600,000 | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.0001 | ||||||||||||||||||||||||||||||||
December 2023 Series A Warrants [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 4,000,000 | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 1.25 | ||||||||||||||||||||||||||||||||
Exercise term | 5 years | ||||||||||||||||||||||||||||||||
December 2023 Series B Warrants [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 4,000,000 | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 1.25 | ||||||||||||||||||||||||||||||||
Exercise term | 18 months | ||||||||||||||||||||||||||||||||
December 2023 Offering [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Proceeds from sale of equity | $ 5,000,000 | ||||||||||||||||||||||||||||||||
Issuance costs | 653,514 | ||||||||||||||||||||||||||||||||
Placement fee | 299,978 | ||||||||||||||||||||||||||||||||
Legal costs | 232,336 | ||||||||||||||||||||||||||||||||
Professional fees | 94,325 | ||||||||||||||||||||||||||||||||
Other Offering costs | $ 26,875 | ||||||||||||||||||||||||||||||||
License Agreement [Member] | L&F Research LLC [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Conversion of shares issued | 1,880 | ||||||||||||||||||||||||||||||||
Share price | $ 176.28 | $ 1 | $ 176.28 | ||||||||||||||||||||||||||||||
Reclassification shares of common stock | 331,331 | 331,331 | |||||||||||||||||||||||||||||||
License Agreement [Member] | L&F Research LLC [Member] | Waiver A [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Reclassification shares of common stock | 1,880 | ||||||||||||||||||||||||||||||||
Debt forgiveness | $ 351,579 | $ 351,579 | |||||||||||||||||||||||||||||||
Cash payment | 648,421 | $ 648,421 | |||||||||||||||||||||||||||||||
Reclassification shares of common stock value classified as temporary to permanent equity | $ 331,331 | ||||||||||||||||||||||||||||||||
License Agreement [Member] | L&F Research LLC [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Reclassification shares of common stock value classified as temporary to permanent equity | 331,331 | ||||||||||||||||||||||||||||||||
Total consideration | $ 331 | ||||||||||||||||||||||||||||||||
Commencement Date [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Conversion basis | The conversion price also resets at both 90 days and 150 days following the effectiveness of the registration of the Successor Series A Preferred Stock (each a “Commencement Date”) to the greater of (a) $70.00; and (b) 85% of the lowest of the ten consecutive daily volume-weighted average prices commencing on, and including, each Commencement Date | ||||||||||||||||||||||||||||||||
Predecessor [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Increase in authorised number of shares issued | 75,000,000 | ||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.00001 | ||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.00001 | ||||||||||||||||||||||||||||||||
Shares issued | 200,000 | ||||||||||||||||||||||||||||||||
Issuance costs | $ 460,000 | ||||||||||||||||||||||||||||||||
Company valuation | $ 85,000,000 | ||||||||||||||||||||||||||||||||
Predecessor [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Warrants to purchase common shares | 175,789 | 400,000 | 878,947 | 351,578 | |||||||||||||||||||||||||||||
Warrant exercise price | $ 2.30 | $ 1 | |||||||||||||||||||||||||||||||
Exercise term | 5 years | ||||||||||||||||||||||||||||||||
Fair value of warrants | $ 153,324 | $ 766,384 | |||||||||||||||||||||||||||||||
Predecessor [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Conversion of shares converted | 6,406,210 | ||||||||||||||||||||||||||||||||
Predecessor [Member] | 2014 Equity Incentive Plan [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Common stock share increase | 0 | ||||||||||||||||||||||||||||||||
Successor [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||||||||||||||||||||||
Conversion of shares converted | 36,340 | ||||||||||||||||||||||||||||||||
[1]Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 24,672 70.00 966,349 208,702 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Jan. 30, 2024 | Jan. 02, 2024 | Jan. 01, 2024 | Feb. 28, 2023 | Dec. 31, 2022 | Mar. 15, 2024 | Dec. 12, 2022 | Dec. 31, 2023 | Feb. 23, 2024 | |
Subsequent Event [Line Items] | |||||||||
Gross proceeds pre-funded warrants | $ 1,126 | ||||||||
Subsequent Event [Member] | 2022 Omnibus Equity Incentive Plan [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of shares increased | 317,891 | ||||||||
Subsequent Event [Member] | December 2023 Offering [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Warrants to purchase common shares | 2,138,000 | 1,314,806 | |||||||
Warrant exercise price | $ 1.25 | $ 0.0001 | |||||||
Gross proceeds pre-funded warrants | $ 2,672,500 | ||||||||
Warrants exercised on cashless basic | 1,315,000 | ||||||||
License Agreement [Member] | L&F Research LLC [Member] | Waiver B [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash payment | $ 500,000 | ||||||||
License Agreement [Member] | L&F Research LLC [Member] | Waiver B [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Cash payment | $ 500,000 | ||||||||
Marketing Agreement [Member] | Vendor [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Issued for services, shares | 90,000 | ||||||||
Prepaid expenses | $ 79,200 |