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 |