0001493152-23-029603 | 10-Q | XBRL Viewer

[1]	See Note 8 – “Commitments and Contingencies” for details of the forgiveness of the L&F Note.
[2]	See Note 9 – “Stockholders’ Permanent and Temporary Equity” for details of the registration delay liability.

Income Taxes	6 Months Ended
Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 7 – Income Taxes The tax provisions for the six months ended June 30, 2023 and 2022 were computed using the estimated effective tax rates applicable to the taxable jurisdictions for the full year. The Company’s tax rate is subject to management’s quarterly review and revision, as necessary. The Company’s effective tax rate was 9.7% and 0.0% for the six months ended June 30, 2023 and 2022, respectively. The increase in the quarterly rates is primarily the result of changes in its valuation allowance. As of June 30, 2022, the Company recorded a full valuation allowance due to historical and projected losses. As of December 31, 2022, the Company recorded a significant deferred tax liability, which was established in connection with the Business Combination on December 12, 2022, which was a source of future taxable income to realize its net deferred tax assets. During the six months ended June 30, 2023, the Company recorded an impairment on the asset related to the deferred tax liability which decreased the deferred tax liability. Accordingly, the effective tax rate for the six months ended June 30, 2023 of 9.7% is primarily due to the adjustment to the net deferred tax liability.

Income Taxes

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Taxes

Note 7 – Income Taxes

The tax provisions for the six months ended June 30, 2023 and 2022 were computed using the estimated effective tax rates applicable to the taxable jurisdictions for the full year. The Company’s tax rate is subject to management’s quarterly review and revision, as necessary. The Company’s effective tax rate was 9.7% and 0.0% for the six months ended June 30, 2023 and 2022, respectively. The increase in the quarterly rates is primarily the result of changes in its valuation allowance. As of June 30, 2022, the Company recorded a full valuation allowance due to historical and projected losses. As of December 31, 2022, the Company recorded a significant deferred tax liability, which was established in connection with the Business Combination on December 12, 2022, which was a source of future taxable income to realize its net deferred tax assets. During the six months ended June 30, 2023, the Company recorded an impairment on the asset related to the deferred tax liability which decreased the deferred tax liability. Accordingly, the effective tax rate for the six months ended June 30, 2023 of 9.7% is primarily due to the adjustment to the net deferred tax liability.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor				Successor	Predecessor	Successor
Cash Flows From Operating Activities:
Net loss	$ (78,513,093)	$ (3,543,950)			$ (82,057,043)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of in-process research and development	69,280,171				69,280,171
Impairment of goodwill	11,895,033				11,895,033
Stock-based compensation					653,203
Issuance of common stock pursuant to vendor agreements					605,200
Shares issued as consideration for extension of lock-up period					1,156,778
Amortization of debt discount
Change in fair value of derivative liability
Depreciation of fixed assets					5,200
Non-cash rent expense					44,473
Deferred tax benefit					(8,882,516)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets					(661,565)
Security deposit					46,659
Vendor deposits					235,000
Accounts payable					2,118,388
Operating lease liability					(49,131)
Accrued expenses and other current liabilities					613,077
Net Cash Used In Operating Activities					(4,997,072)
Cash Flows From Financing Activities:
Proceeds from issuance of common stock in public offering					11,015,500
Registration and issuance costs associated with common stock issuance					(1,213,657)
Redemption of Series A Preferred Stock					(10,465,610)
Proceeds from issuance of preferred stock in private placement
Purchase of treasury stock					(7,168)
Proceeds from investor deposits
Registration and issuance costs associated with preferred stock issuance					(5,500)
Net Cash (Used In) Provided By Financing Activities					(676,435)
Net (Decrease) Increase in Cash					(5,673,506)
Cash - Beginning of Period		$ 5,902,199			5,902,199
Cash - End of Period	228,693				228,693		$ 5,902,199
Cash and restricted cash consisted of the following:
Cash	228,693				228,693		5,902,199
Restricted Cash
Supplemental Disclosures of Cash Flow Information:
Reclassification of formerly redeemable common stock					331,331
Recognition of ROU asset and lease liability upon adoption of ASC 842
Accounts payable for deferred offering costs					$ 44,892
Predecessor [Member]
Financial Designation, Predecessor and Successor [Fixed List]	Predecessor		Predecessor		Predecessor	Predecessor
Cash Flows From Operating Activities:
Net loss			$ (2,004,212)	$ (3,748,495)		$ (5,752,707)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of in-process research and development
Impairment of goodwill
Stock-based compensation						2,637,686
Issuance of common stock pursuant to vendor agreements
Shares issued as consideration for extension of lock-up period
Amortization of debt discount						36,469
Change in fair value of derivative liability						192,500
Depreciation of fixed assets						5,200
Non-cash rent expense						41,486
Deferred tax benefit
Changes in operating assets and liabilities:
Prepaid expenses and other current assets						(934,853)
Security deposit
Vendor deposits						120,000
Accounts payable						2,204,406
Operating lease liability						(44,627)
Accrued expenses and other current liabilities						804,973
Net Cash Used In Operating Activities						(689,467)
Cash Flows From Financing Activities:
Proceeds from issuance of common stock in public offering
Registration and issuance costs associated with common stock issuance
Redemption of Series A Preferred Stock
Proceeds from issuance of preferred stock in private placement						419,320
Purchase of treasury stock
Proceeds from investor deposits						296,400
Registration and issuance costs associated with preferred stock issuance						(26,019)
Net Cash (Used In) Provided By Financing Activities						689,701
Net (Decrease) Increase in Cash						234
Cash - Beginning of Period				$ 328,581		328,581	$ 328,581
Cash - End of Period			328,815			328,815
Cash and restricted cash consisted of the following:
Cash			31,465			31,465
Restricted Cash			$ 297,350			297,350
Supplemental Disclosures of Cash Flow Information:
Reclassification of formerly redeemable common stock
Recognition of ROU asset and lease liability upon adoption of ASC 842						182,732
Accounts payable for deferred offering costs

Summary of Warrant Activity (Details) (Parenthetical)

6 Months Ended

Jun. 30, 2023

$ / shares

Class of Warrant or Right [Line Items]

Purchase of warrants shares | shares

(863,500)

^[1]

Purchase of warrants per share | $ / shares

$ 2.00

^[1]

PIPE Warrants [Member]

Class of Warrant or Right [Line Items]

Purchase of warrants shares | shares

863,500

Purchase of warrants per share | $ / shares

$ 2.00

[1]	Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 863,500 shares of common stock to their floor price of $2.00 per share. The warrants were presented as the old warrants going out and the new warrants coming in for ease of presentation.

Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
Derivative Liabilities (Details Narrative) - USD ($)	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Reorganization, Chapter 11 [Line Items]
Derivative liabilities		$ 0		$ 0
Change in fair value of derivative liabilities
Predecessor [Member]
Reorganization, Chapter 11 [Line Items]
Change in fair value of derivative liabilities	$ 19,600
Change in fair value of derivative liabilities			$ 192,500

- Definition

Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.

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+ Details

Schedule of Stock Options Granted (Details) - $ / shares	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Class of Stock [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]	Successor		Successor	Predecessor	Successor
Fair value of common stock on date of grant	$ 0.44
Risk free interest rate	3.76%
Expected term (years)	6 years		6 years
Expected volatility	122.00%
Expected dividends	0.00%		0.00%
Minimum [Member]
Class of Stock [Line Items]
Fair value of common stock on date of grant			$ 0.44
Risk free interest rate			3.53%
Expected volatility			120.00%
Maximum [Member]
Class of Stock [Line Items]
Fair value of common stock on date of grant			$ 2.23
Risk free interest rate			4.27%
Expected volatility			123.00%
Predecessor [Member]
Class of Stock [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]	Predecessor	Predecessor	Predecessor	Predecessor
Expected term (years)		5 years
Expected dividends		0.00%		0.00%
Predecessor [Member] \| Minimum [Member]
Class of Stock [Line Items]
Fair value of common stock on date of grant		$ 2.27		$ 2.27
Risk free interest rate		2.79%		1.68%
Expected term (years)				3 years 6 months 10 days
Expected volatility		112.00%		111.00%
Predecessor [Member] \| Maximum [Member]
Class of Stock [Line Items]
Fair value of common stock on date of grant		$ 3.00		$ 3.00
Risk free interest rate		3.01%		3.01%
Expected term (years)				6 years
Expected volatility		114.00%		119.00%

Stockholders’ Permanent and Temporary Equity

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders’ Permanent and Temporary Equity

Note 9 – Stockholders’ Permanent and Temporary Equity

Common Stock

On June 5, 2023, the Company issued 3,044,152 shares of common stock valued at $1.2 million to certain investors in a private placement (including to certain members of the Company’s sponsor) in exchange for increasing the duration of their lockup period until July 31, 2023 with respect to an aggregate of 1,977,749 shares of common stock underlying all securities of the Company held by such investors. The fair value of the common stock issued was recorded in general and administrative expense in the Statement of Operations during the three-months ended June 30, 2023.

During the six months ended June 30, 2023, the Company entered into marketing agreements with two vendors in which the Company issued an aggregate of 510,000 shares of common stock and cash in exchange for marketing services. The $500,200 fair value of the common stock was established as a prepaid expense and the Company is recognizing the expense over the terms of the contracts.

Equity Offering

On April 28, 2023, the Company completed an offering of 11,015,500 shares of common stock and warrants to purchase 11,015,500 shares of common stock for gross proceeds of $11.0 million (the “Registered Offering”). Each share of common stock was sold together with a five-year warrant to purchase one share of common stock at an exercise price of $1.00 per share, which was exercisable upon issuance. The Company determined that the warrant should be equity-classified, primarily because it is indexed to the Company’s own stock and it met the requirements for equity classification. Accordingly, because both the common stock and the warrant are equity-classified, it wasn’t necessary to allocate the proceeds or the issuance costs to the respective securities. Total issuance costs were $1.0 million, including $0.4 million of placement fees.

Redemption of Series A Preferred Stock

On or about April 28, 2023, cash proceeds from the Registered Offering in the amount of $10.5 million were used to redeem 8,400 shares of Series A Preferred Stock. The loss on the extinguishment of preferred stock is accounted for in a manner similar to the treatment of dividends paid on preferred stock. The loss on extinguishment is calculated as the difference between (a) the fair value of the negotiated $10.5 million of cash transferred to the holders of the Series A Preferred Stock (which also settled the Company’s obligation to make premium and Effectiveness Failure payments), and (b) the $3.8 million net carrying amount of the Series A Preferred Stock. Accordingly, the redemption resulted in the recognition of a $6.7 million deemed dividend for the purposes of calculating the Company’s loss per common share. Because the Company has an accumulated deficit, both the debit and the credit associated with the dividend are to additional paid-in-capital, so there is no balance sheet effect.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Triggering of Down Round Provisions

As a result of the Registered Offering, (a) the exercise price of the Series A Warrants to purchase 863,500 shares of common stock at an exercise price of $11.50 per share that were issued to participants in the original PIPE financing had the exercise price reset to its floor price of $2.00 per share, while becoming exercisable for 4,965,125 shares of common stock (which resulted in the recognition of a $1.4 million deemed dividend); (b) the remaining 235 shares of Series A Preferred Stock had their $10.00 original conversion price reset to the floor conversion price of $2.00 per share of common stock (which resulted in the recognition of a $37,000 deemed dividend); and (c) the $10.00 original conversion price of the 5,062 shares of Series B Preferred Stock issued in connection with the Business Combination reset to its floor price of $7.00 per share of common stock (which resulted in the recognition of a $0.1 million deemed dividend).

Conversion of Series A Preferred Stock

Following the triggering of the down round provision, the holders of 35 shares of Series A Preferred Stock converted into 17,500 shares of common stock at the new conversion price of $2.00 per share.

Temporary Equity

See Note 8 – “Commitments and Contingencies” for discussion of the movement of temporary equity to permanent equity on March 29, 2023.

Stock-Based Compensation

For the three months ended June 30, 2023, the Successor recorded stock-based compensation expense of $365,742 (of which, $109,066 was included in research and development and $256,676 was included in general and administrative expense) related to options issued to employees and consultants. For the three months ended June 30, 2022, the Predecessor recorded stock-based compensation expense of $695,940 (of which $243,918 was included in research and development and $452,022 was included in general and administrative expense) related to options issued to employees and consultants.

For the six months ended June 30, 2023, the Successor recorded stock-based compensation expense of $653,203 (of which, $158,521 was included in research and development and $494,682 was included in general and administrative expense) related to options issued to employees and consultants. For the six months ended June 30, 2022, the Predecessor recorded stock-based compensation expense of $2,637,686 (of which $551,756 was included in research and development and $2,085,930 was included in general and administrative expense) related to options issued to employees and consultants. As of June 30, 2023, there was $1,787,428 of unrecognized stock-based compensation expense, which the Company expects to recognize over a weighted average period of 1.8 years.

Stock Options

On January 27, 2023, the Company granted ten-year stock options to purchase 100,000 shares of Successor common stock, with an aggregate grant date value of $184,426 to its newly appointed Chief Medical Officer and Senior Vice President of Medical Affairs as inducement for entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4) under the 2022 Omnibus Equity Incentive Plan (the “2022 Plan”). The stock options vest annually over three years and have an exercise price of $2.11 per share.

On March 10, 2023, the Company granted ten-year stock options to purchase 13,000 shares of Successor common stock to employees of the Company under the 2022 Plan. The stock options have an aggregate grant date value of $23,770, vest annually over three years and have an exercise price of $2.26 per share. Of the 13,000 shares, 5,000 shares were issued to the son of an executive officer of the Company.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

On May 24, 2023, the Company granted ten-year stock options to purchase 1,453,107 shares of Successor common stock to employees and directors of the Company under the 2022 Plan. The stock options have an aggregate grant date value of $555,004, of which $499,660 vest annually over three years and $55,344 vest immediately, and have an exercise price of $0.44 per share.

The grant date fair value of stock options granted during the six months ended June 30, 2023 and 2022 was determined using the Black Scholes method, with the following assumptions used:

Schedule of Stock Options Granted

	Successor			Predecessor			Successor			Predecessor
	Successor			Predecessor			Successor			Predecessor
	For the Three			For the Three			For the Six			For the Six
	Months Ended			Months Ended			Months Ended			Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Fair value of common stock on date of grant	$	0.44		$	2.27 - $3.00		$	0.44 - $2.23		$	2.27 - $3.00
Risk free interest rate		3.76	%		2.79% - 3.01	%		3.53% - 4.27	%		1.68% - 3.01	%
Expected term (years)		6.00			5.00			6.00			3.53 - 6.00
Expected volatility		122	%		112% - 114	%		120% - 123	%		111% - 119	%
Expected dividends		0.00	%		0.00	%		0.00	%		0.00	%

A summary of the option activity for the six months ended June 30, 2023 is presented below:

Schedule of Stock Option Activity

					Weighted
			Weighted		Average
			Average		Remaining	Aggregate
	Number of		Exercise		Life	Intrinsic
	Options		Price		In Years	Value

Outstanding, January 1, 2023		1,993,235	$	10.81
Granted		1,566,107		0.56
Exercised		-		-
Forfeited		-		-
Outstanding, June 30, 2023		3,559,342	$	6.30	6.9	$	-

Exercisable, June 30, 2023		1,938,385	$	9.43	5.4	$	-

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

The following table presents information related to stock options as of June 30, 2023:

Options Outstanding				Options Exercisable
				Weighted
		Outstanding		Average	Exercisable
Exercise		Number of		Remaining Life	Number of
Price		Options		In Years	Options
$	0.44		1,453,107	10		150,000
$	2.11		100,000	-		-
$	2.26		13,000	-		-
$	5.03		662,887	2.6		662,887
$	11.33		12,186	9.0		12,186
$	11.58		728,430	5.8		728,430
$	16.36		589,732	7.9		384,882
			3,559,342	5.4		1,938,385

Stock Warrants

On April 28, 2023, in connection with the Registered Offering, the Company issued five-year warrants to purchase 11,015,500 shares of common stock with a grant date value of $3,974,831. The warrants have an exercise price of $1.00 per share and were exercisable immediately.

The grant date fair value of stock warrants granted during the six months ended June 30, 2023 and 2022 was determined using the Black Scholes method, with the following assumptions used:

Successor

Predecessor

Successor

Predecessor

For the Three

For the Six

Months Ended

June 30, 2023

June 30, 2022

June 30, 2023

June 30, 2022

Fair value of common stock on date of grant

$1.00

n/a

$1.00

n/a

Risk free interest rate

3.51%

n/a

3.51%

n/a

Expected term (years)

5 years

n/a

5 years

n/a

Expected volatility

n/a

Expected volatility

123%

n/a

123%

n/a

Expected dividends

n/a

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

A summary of the warrant activity for the six months ended June 30, 2023 is presented below:

Summary of Warrant Activity

						Weighted
				Weighted		Average
				Average		Remaining	Aggregate
	Number of			Exercise		Life	Intrinsic
	Warrants			Price		In Years	Value

Outstanding, January 1, 2023		8,628,706		$	10.75
Issued		11,015,500			1.00
Forfeited		(3,669	)		11.58
Repriced - Old ^[1]		(863,500	)		11.50
Repriced - New ^[1]		4,965,125			2.00
Outstanding, June 30, 2023		23,742,163		$	4.02	4.6	$	-

Exercisable, June 30, 2023		23,672,360		$	4.37	4.6	$	-

[1]

Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 863,500 shares of common stock to their floor price of $2.00 per share. The warrants were presented as the old warrants going out and the new warrants coming in for ease of presentation.

The following table presents information related to stock warrants as of June 30, 2023:

Warrants Outstanding				Warrants Exercisable
		Outstanding		Weighted Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Warrants		In Years		Warrants
$	1.00		11,015,500		4.8		11,015,500
$	2.00		4,965,125		4.5		4,965,125
$	5.03		104,704		1.5		34,901
$	6.90		1,271,904		4.5		1,271,904
$	11.50		6,065,573		4.5		6,065,573
$	11.58		319,357		0.5		319,357
			23,742,163		4.6		23,672,360

Effectiveness Failure

In connection with the Business Combination, the Company issued 8,635 shares of Series A Convertible Preferred Stock (the “PIPE Shares”), and common stock purchase warrants (each, a “PIPE Warrant”) to purchase 863,500 shares of common stock, at a purchase price of $1,000 per share and warrant, for an aggregate purchase price of $8,635,000 (the “PIPE Investment”) pursuant to subscription agreements dated July 20, 2022 (collectively, the “PIPE Subscription Agreements”). On or about February 20, 2023, the Company failed to have the SEC declare a registration statement effective (the “Effectiveness Failure”) which covered the Private Investment in Public Equity (“PIPE”) registrable securities within the time period prescribed by the PIPE Securities Purchase Agreement (the “SPA”). The SPA entitles the PIPE investors to receive registration delay payments (“Registration Delay Payments”) equal to 1.5% of each investor’s purchase price on the date of the Effectiveness Failure and every thirty days thereafter that the Effectiveness Failure persists. Failure to make the Registration Delay Payments on a timely basis result in the accrual of interest at the rate of 2.0% per month. On April 28, 2023, the proceeds from the Registered Offering were used to redeem substantially all of the PIPE Shares. See “Redemption of Series A Preferred Stock” above. As of the filing date of this document, the Company expects to have to make Registration Delay Payments of approximately $5,000 in the aggregate prior to curing the Effectiveness Failure.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 14
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 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:

	Successor		Predecessor
	For the Six		For the Six
	Months Ended		Months Ended
	June 30, 2023		June 30, 2022

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating activities	$	49,130	$	44,627

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	-	$	-

Weighted Average Remaining Lease Term
Operating leases		0.59 Years		1.59 Years

Weighted Average Discount Rate
Operating leases		6.5%		6.5%

Schedule of Future Minimum Payments Under Lease

Future minimum payments under these operating lease agreements are as follows:

	Amount

July 1, 2023 to December 31, 2023	$	60,938
Less: amount representing imputed interest		(1,313	)
Total	$	59,625

Business Combination, Goodwill and In-Process Research and Development

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combination, Goodwill and In-Process Research and Development

Note 4 – Business Combination, Goodwill and In-Process Research and Development

On December 12, 2022, Larkspur consummated the Business Combination with ZyVersa Therapeutics, Inc. (see Note 1 – Business Organization, Nature of Operations and Basis of Presentation). The Company accounted for the Business Combination as a forward acquisition of the Operating Company, as it was determined that the Operating Company was a variable interest entity as of the date of the Business Combination. The New Parent was determined to be the primary beneficiary, as its ownership provides the power to direct the activities of the Operating Company and the obligation to absorb the losses and/or receive the benefits of the Operating Company.

Given the non-recurring nature of Larkspur’s activities as a SPAC, pro forma financial data combining the pre-Business Combination results of both Larkspur and the Operating Company would not be meaningful and have not been presented.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated 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. At year end, 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 have been 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 and $1,731,237, respectively.

The final estimates of the acquisition-date fair value of the purchase consideration were as follows:


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.


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.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Impairment

While management did not identify any unfavorable developments related to its IPR&D assets, management did determine that it was more likely than not that the Company’s single reporting unit’s fair value was below its carrying amount, due to a significant and sustained decline in the Company’s market capitalization. Accordingly, it was necessary to perform interim impairment testing as of June 30, 2023.

The fair value of the Company was determined using an income approach. The income approach was based on the present value of the future cash flows, which were derived from financial forecasts and required significant assumptions and judgment, including the estimated net cash flows for each year for each asset, the appropriate discount rate necessary to measure the inherent risk of the future cash flows, the life cycle of each asset, the potential regulatory and commercial success risk, royalties on net sales, as well as other factors. The resulting estimated fair value was reconciled to the Company’s market capitalization.

The reconciliation included an estimated implied control premium of approximately 100% above the Company’s market capitalization on June 30, 2023.

The summation of the Company’s goodwill and IPR&D fair values, as indicated by the Company’s discounted cash flow calculations, were compared to the Company’s consolidated fair value, as indicated by the Company’s market capitalization, to evaluate the reasonableness of the Company’s calculations. The Company’s determination of a reasonable control premium that an investor would pay, over and above market capitalization for a control position, included a number of factors:

●

Market control premium; The identification of recent public market information of comparable peer acquisition transactions. The selection of comparable peer acquisition transactions is subject to judgment and uncertainty.

●

Impact of low public float and limited trading activity on market capitalization: A significant portion of the Company’s common shares are owned by a concentrated number of investors. The public float of the Company’s common shares, calculated as the percentage of common shares freely traded by public investors divided by the Company’s total shares outstanding, is significantly lower than that of the Company’s publicly traded peers. Based on the Company’s evaluation of third-party market data, we believe there is an inherent discount impacting the Company’s share price due to the low public float and limited trading volume, thus impacting the Company’s market capitalization.

As a result of the Company’s analysis, the Company fully impaired its $11.9 million of goodwill and also recorded a $69.3 million impairment charge for its other indefinite-lived intangible assets, namely the IPR&D.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 3 – Summary of Significant Accounting Policies

Since the date the Company’s December 31, 2022 financial statements were issued in its 2022 Annual Report on Form 10-K for the year ended December 31, 2022, there have been no material changes to the Company’s significant accounting policies.

Use of Estimates

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the financial statements and the amounts disclosed in the related notes to the financial statements. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. The amounts of assets and liabilities reported in the Company’s balance sheets and the amounts of expenses reported for each of the periods presented are affected by estimates and assumptions, which are used for, but not limited to, fair value calculations for equity securities, derivative liabilities, share based compensation and acquired intangible assets, as well as establishment of valuation allowances for deferred tax assets. Certain of the Company’s estimates could be affected by external conditions, including those unique to the Company and general economic conditions. It is reasonably possible that actual results could differ from those estimates.

Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and dilutive common-equivalent shares outstanding during each period.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

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:

	2023		2022
	Successor		Predecessor
	June 30, 2023		June 30, 2022
Predecessor warrants [1]		-		2,305,184
Successor warrants [1]		23,742,163		-
Predecessor options		-		10,039,348
Successor options		3,559,342		-
Successor Series A Convertible Preferred Stock		100,000		-
Successor Series B Convertible Preferred Stock		723,234		-
Predecessor Series A Convertible Preferred Stock		-		150,832
Predecessor convertible notes payable [2]		-		4,992,076
Total potentially dilutive shares		28,124,739		17,487,440

[1]

As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 Predecessor or 119,125 Successor shares of common stock are to be issued upon the satisfaction of certain milestones and, accordingly, are not included in the amount currently reported. See Note 8 - Commitments and Contingencies - License Agreements for details.

[2]

The Company’s convertible notes payable have embedded conversion options that result in the automatic issuance of common stock upon the consummation of certain qualifying transactions. The conversion price is a function of the implied common stock price associated with the qualifying transaction. For the purpose of disclosing the potentially dilutive securities in the table above, we used the number of shares of common stock issuable if a qualifying transaction occurred with an implied common stock price equal to the fair value of the common stock of $2.27 per share as of June 30, 2022.

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.

Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill (Details) (Parentheticals)	Dec. 31, 2022 USD ($)
Business Combination and Asset Acquisition [Abstract]
Cash	$ 699,324

Business Organization, Nature of Operations and Basis of Presentation

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Business Organization, Nature of Operations and Basis of Presentation

Note 1 – Business Organization, Nature of Operations and Basis of Presentation

Organization and Operations

Larkspur Health Acquisition Corp. (“Larkspur”), a blank-check special purpose acquisition company, was incorporated in Delaware on March 17, 2021. On December 12, 2022, Larkspur consummated the Business Combination (as defined below) with ZyVersa Therapeutics, Inc. (“Predecessor”) which was incorporated in the State of Florida on March 11, 2014 as Variant Pharmaceuticals, Inc. Pursuant to the terms of the Business Combination Agreement (the “Business Combination Agreement”) (and upon all other conditions of the Business Combination Agreement being satisfied or waived), on the date of the consummation (the “Closing Date”) of the Business Combination and transactions contemplated thereby (the “Business Combination”), Larkspur (“New Parent”) changed its name to ZyVersa Therapeutics, Inc. and the Predecessor changed its name to ZyVersa Therapeutics Operating, Inc. (the “Operating Company”) after merging with a subsidiary of the New Parent, with the Operating Company being the surviving entity, which resulted in it being incorporated in Delaware and it being a wholly-owned subsidiary of the New Parent (collectively the “Successor”). References to the “Company” or “ZyVersa” refer to the Successor for the three and six months ended June 30, 2023, and to the Predecessor for the three and six months ended June 30, 2022.

ZyVersa is a clinical stage biopharmaceutical company leveraging proprietary technologies to develop first-in-class drugs for patients with chronic renal or inflammatory diseases with high unmet medical needs. The Company’s mission is to develop drugs that optimize health outcomes and improve patients’ quality of life.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2023 and for the six months ended June 30, 2023 and 2022. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the operating results for the full year. It is suggested that these unaudited condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023.

The accompanying unaudited condensed consolidated financial statements have been derived from the accounting records of the Company and its consolidated subsidiaries. As a result of the Business Combination, for accounting purposes, Larkspur was the acquirer and Predecessor ZyVersa Therapeutics, Inc. was the acquiree and accounting predecessor. Therefore, the financial statement presentation includes the financial statements of the Predecessor for the periods prior to December 13, 2022 and the Successor for the periods including and after December 13, 2022, including the consolidation of the Operating Company. All significant intercompany balances have been eliminated in the unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and pursuant to the accounting rules and regulations of the SEC.

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficiency) (Unaudited) (Parenthetical) - Predecessor [Member] - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2022
Gross proceeds	$ 11,015,500	$ 419,320
Issuance costs	$ 1,011,064	$ 26,019

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

Net Loss Per Common Share

Net Loss Per Common Share

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

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:

	2023		2022
	Successor		Predecessor
	June 30, 2023		June 30, 2022
Predecessor warrants [1]		-		2,305,184
Successor warrants [1]		23,742,163		-
Predecessor options		-		10,039,348
Successor options		3,559,342		-
Successor Series A Convertible Preferred Stock		100,000		-
Successor Series B Convertible Preferred Stock		723,234		-
Predecessor Series A Convertible Preferred Stock		-		150,832
Predecessor convertible notes payable [2]		-		4,992,076
Total potentially dilutive shares		28,124,739		17,487,440

[1]

[2]

Segment Reporting

Segment Reporting

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Schedule of Fair Value of Stock Warrants Granted (Details)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023 $ / shares	Jun. 30, 2022	Jun. 30, 2023 $ / shares	Jun. 30, 2022	Dec. 31, 2022
Reorganization, Chapter 11 [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]	Successor		Successor	Predecessor	Successor
Fair value of common stock on date of grant	$ 1.00		$ 1.00
Measurement Input, Risk Free Interest Rate [Member]
Reorganization, Chapter 11 [Line Items]
Warrants and rights outstanding, measurement input	3.51		3.51
Measurement Input, Expected Term [Member]
Reorganization, Chapter 11 [Line Items]
Expected term	5 years		5 years
Measurement Input, Price Volatility [Member]
Reorganization, Chapter 11 [Line Items]
Warrants and rights outstanding, measurement input	123		123
Predecessor [Member]
Reorganization, Chapter 11 [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]	Predecessor	Predecessor	Predecessor	Predecessor

Stockholders’ Permanent and Temporary Equity (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Schedule of Stock Options Granted

The grant date fair value of stock options granted during the six months ended June 30, 2023 and 2022 was determined using the Black Scholes method, with the following assumptions used:

Schedule of Stock Options Granted

	Successor			Predecessor			Successor			Predecessor
	Successor			Predecessor			Successor			Predecessor
	For the Three			For the Three			For the Six			For the Six
	Months Ended			Months Ended			Months Ended			Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Fair value of common stock on date of grant	$	0.44		$	2.27 - $3.00		$	0.44 - $2.23		$	2.27 - $3.00
Risk free interest rate		3.76	%		2.79% - 3.01	%		3.53% - 4.27	%		1.68% - 3.01	%
Expected term (years)		6.00			5.00			6.00			3.53 - 6.00
Expected volatility		122	%		112% - 114	%		120% - 123	%		111% - 119	%
Expected dividends		0.00	%		0.00	%		0.00	%		0.00	%

Schedule of Stock Option Activity

A summary of the option activity for the six months ended June 30, 2023 is presented below:

Schedule of Stock Option Activity

					Weighted
			Weighted		Average
			Average		Remaining	Aggregate
	Number of		Exercise		Life	Intrinsic
	Options		Price		In Years	Value

Outstanding, January 1, 2023		1,993,235	$	10.81
Granted		1,566,107		0.56
Exercised		-		-
Forfeited		-		-
Outstanding, June 30, 2023		3,559,342	$	6.30	6.9	$	-

Exercisable, June 30, 2023		1,938,385	$	9.43	5.4	$	-

Schedule of Information Related to Stock Options

The following table presents information related to stock options as of June 30, 2023:

Options Outstanding				Options Exercisable
				Weighted
		Outstanding		Average	Exercisable
Exercise		Number of		Remaining Life	Number of
Price		Options		In Years	Options
$	0.44		1,453,107	10		150,000
$	2.11		100,000	-		-
$	2.26		13,000	-		-
$	5.03		662,887	2.6		662,887
$	11.33		12,186	9.0		12,186
$	11.58		728,430	5.8		728,430
$	16.36		589,732	7.9		384,882
			3,559,342	5.4		1,938,385

Schedule of Fair Value of Stock Warrants Granted

The grant date fair value of stock warrants granted during the six months ended June 30, 2023 and 2022 was determined using the Black Scholes method, with the following assumptions used:

Successor

Predecessor

Successor

Predecessor

For the Three

For the Six

Months Ended

June 30, 2023

June 30, 2022

June 30, 2023

June 30, 2022

Fair value of common stock on date of grant

$1.00

n/a

$1.00

n/a

Risk free interest rate

3.51%

n/a

3.51%

n/a

Expected term (years)

5 years

n/a

5 years

n/a

Expected volatility

n/a

Expected volatility

123%

n/a

123%

n/a

Expected dividends

n/a

Summary of Warrant Activity

A summary of the warrant activity for the six months ended June 30, 2023 is presented below:

Summary of Warrant Activity

						Weighted
				Weighted		Average
				Average		Remaining	Aggregate
	Number of			Exercise		Life	Intrinsic
	Warrants			Price		In Years	Value

Outstanding, January 1, 2023		8,628,706		$	10.75
Issued		11,015,500			1.00
Forfeited		(3,669	)		11.58
Repriced - Old ^[1]		(863,500	)		11.50
Repriced - New ^[1]		4,965,125			2.00
Outstanding, June 30, 2023		23,742,163		$	4.02	4.6	$	-

Exercisable, June 30, 2023		23,672,360		$	4.37	4.6	$	-

[1]

Schedule of Information Related to Stock Warrants

The following table presents information related to stock warrants as of June 30, 2023:

Warrants Outstanding				Warrants Exercisable
		Outstanding		Weighted Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Warrants		In Years		Warrants
$	1.00		11,015,500		4.8		11,015,500
$	2.00		4,965,125		4.5		4,965,125
$	5.03		104,704		1.5		34,901
$	6.90		1,271,904		4.5		1,271,904
$	11.50		6,065,573		4.5		6,065,573
$	11.58		319,357		0.5		319,357
			23,742,163		4.6		23,672,360

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

Note 5 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of June 30, 2023 and December 31, 2022:

	June 30,		December 31,
	2023		2022
L&F milestone payment liability	$	500,000	$	1,500,000
L&F Note ^[1]		-		(351,579	)

L&F, net		500,000		1,148,421
Payroll accrual		528,049		584,226
Other accrued expenses		104,369		214,229
Federal income tax payable		129,922		106,683
Bonus accrual		998,778		-
Registration delay liability ^[2]		19,908		-
Total accrued expenses and other current liabilities	$	2,281,026	$	2,053,559

[1]	See Note 8 – “Commitments and Contingencies” for details of the forgiveness of the L&F Note.

[2]	See Note 9 – “Stockholders’ Permanent and Temporary Equity” for details of the registration delay liability.

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor		Successor	Predecessor
Operating Expenses:
Research and development	$ 1,220,576		$ 2,276,519
General and administrative	3,929,225		7,465,362
Impairment of in-process research and development	69,280,171		69,280,171
Impairment of goodwill	11,895,033		11,895,033
Total Operating Expenses	86,325,005		90,917,085
Loss From Operations	(86,325,005)		(90,917,085)
Other (Income) Expense:
Interest (income) expense	314		(765)
Change in fair value of derivative liabilities
Pre-Tax Net Loss	(86,325,319)		(90,916,320)
Income tax benefit	7,812,226		8,859,277
Net Loss	(78,513,093)		(82,057,043)
Deemed dividend to preferred stockholders	(7,915,836)		(7,915,836)
Net Loss Attributable to Common Stockholders	$ (86,428,929)		$ (89,972,879)
Net Loss Per Share
Net loss per share - basic	$ (4.84)		$ (6.66)
Net loss per share - diluted	$ (4.84)		$ (6.66)
Weighted Average Number of Common Shares Outstanding
Weighted average number of common shares outstanding - basic	17,855,762		13,517,314
Weighted average number of common shares outstanding - diluted	17,855,762		13,517,314
Predecessor [Member]
Financial Designation, Predecessor and Successor [Fixed List]	Predecessor	Predecessor	Predecessor	Predecessor
Operating Expenses:
Research and development		$ 719,395		$ 1,786,357
General and administrative		1,164,013		3,465,382
Impairment of in-process research and development
Impairment of goodwill
Total Operating Expenses		1,883,408		5,251,739
Loss From Operations		(1,883,408)		(5,251,739)
Other (Income) Expense:
Interest (income) expense		140,404		308,468
Change in fair value of derivative liabilities		(19,600)		192,500
Pre-Tax Net Loss		(2,004,212)		(5,752,707)
Income tax benefit
Net Loss		(2,004,212)		(5,752,707)
Deemed dividend to preferred stockholders		(331,200)		(331,200)
Net Loss Attributable to Common Stockholders		$ (2,335,412)		$ (6,083,907)
Net Loss Per Share
Net loss per share - basic		$ (0.10)		$ (0.25)
Net loss per share - diluted		$ (0.10)		$ (0.25)
Weighted Average Number of Common Shares Outstanding
Weighted average number of common shares outstanding - basic		24,167,257		24,167,257
Weighted average number of common shares outstanding - diluted		24,167,257		24,167,257

Summary of Warrant Activity (Details)

6 Months Ended

Jun. 30, 2023

USD ($)

$ / shares

Equity [Abstract]

Number of warrants, outstanding beginning balance | shares

8,628,706

Weighted average exercise price, beginning balance | $ / shares

$ 10.75

Number of warrants, granted | shares

11,015,500

Weighted average exercise price, granted | $ / shares

$ 1.00

Number of warrants, forfeited | shares

(3,669)

Weighted average exercise price, forfeited | $ / shares

$ 11.58

Number of warrants, repriced - old | shares

(863,500)

^[1]

Weighted average Repriced price | $ / shares

$ 11.50

^[1]

Number of warrants, repriced - new | shares

4,965,125

^[1]

Weighted average repriced price | $ / shares

$ 2.00

^[1]

Number of warrants, outstanding ending balance | shares

23,742,163

Weighted average exercise price, ending balance | $ / shares

$ 4.02

Weighted average remaining life in years, outstanding

4 years 7 months 6 days

Aggregate intrinsic value, ending balance | $

Number of warrants, exercisable ending balance | shares

23,672,360

Weighted average exercise price, Exercisable | $ / shares

$ 4.37

Weighted average remaining life in years, exercisable

4 years 7 months 6 days

Aggregate intrinsic value, exercisable | $

[1]	Warrants represent the reset of the exercise price of the PIPE Warrants to purchase 863,500 shares of common stock to their floor price of $2.00 per share. The warrants were presented as the old warrants going out and the new warrants coming in for ease of presentation.

Going Concern and Management’s Plans (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 228,693		$ 228,693	$ 5,902,199
Working capital deficit	9,400,000		9,400,000
Net loss	78,513,093	$ 3,543,950	82,057,043
Net cash used In operating activities			4,997,072
Accumulated deficit	$ 86,978,221		$ 86,978,221	$ 4,921,178

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Schedule of Stock Option Activity (Details)	6 Months Ended
Schedule of Stock Option Activity (Details)	Jun. 30, 2023 USD ($) $ / shares shares
Equity [Abstract]
Number of options, outstanding beginning balance \| shares	1,993,235
Weighted average exercise price, beginning balance \| $ / shares	$ 10.81
Number of options, granted \| shares	1,566,107
Weighted average exercise price, granted \| $ / shares	$ 0.56
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	3,559,342
Weighted average exercise price, ending balance \| $ / shares	$ 6.30
Weighted average remaining life in years, outstanding	6 years 10 months 24 days
Aggregate intrinsic value, ending balance \| $
Number of options, exercisable ending balance \| shares	1,938,385
Weighted average exercise price, Exercisable \| $ / shares	$ 9.43
Weighted average remaining life in years, exercisable	5 years 4 months 24 days
Aggregate intrinsic value, exercisable \| $

Schedule of Information Related to Stock Options (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	May 24, 2023	Mar. 10, 2023	Jan. 27, 2023
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price		$ 0.44	$ 2.26	$ 2.11
Options outstanding, Number of options	3,559,342	1,453,107	13,000	100,000
Options exercisable, weighted average remaining life in life	5 years 4 months 24 days
Options exercisable, Number of options	1,938,385
Exercise Price One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 0.44
Options outstanding, Number of options	1,453,107
Options exercisable, weighted average remaining life in life	10 years
Options exercisable, Number of options	150,000
Exercise Price Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 2.11
Options outstanding, Number of options	100,000
Options exercisable, Number of options
Exercise Price Three [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 2.26
Options outstanding, Number of options	13,000
Options exercisable, Number of options
Exercise Price Four [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 5.03
Options outstanding, Number of options	662,887
Options exercisable, weighted average remaining life in life	2 years 7 months 6 days
Options exercisable, Number of options	662,887
Exercise Price Five [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 11.33
Options outstanding, Number of options	12,186
Options exercisable, weighted average remaining life in life	9 years
Options exercisable, Number of options	12,186
Exercise Price Six [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 11.58
Options outstanding, Number of options	728,430
Options exercisable, weighted average remaining life in life	5 years 9 months 18 days
Options exercisable, Number of options	728,430
Exercise Price Seven [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Options outstanding, exercise price	$ 16.36
Options outstanding, Number of options	589,732
Options exercisable, weighted average remaining life in life	7 years 10 months 24 days
Options exercisable, Number of options	384,882

Business Combination, Goodwill and In-Process Research and Development (Details Narrative)	3 Months Ended	6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)
Acquired Indefinite-Lived Intangible Assets [Line Items]
Goodwill impairment	$ 11,895,033	$ 11,895,033
In Process Research and Development [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Goodwill impairment		11,900,000
Impairment charge for other indefinite-lived intangible assets		69,300,000
Warrant [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Replacement of warrants	584,260	584,260
Share-Based Payment Arrangement, Option [Member]
Acquired Indefinite-Lived Intangible Assets [Line Items]
Replacement of Options	$ 1,731,237	$ 1,731,237

Schedule of Fair Value of the Purchase Consideration (Details) - Larkspur [Member]	6 Months Ended
	Jun. 30, 2022 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 Right of Use Assets and Liabilities (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Reorganization, Chapter 11 [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]	Successor		Successor	Predecessor	Successor
Operating cash flows used in operating activities			$ 49,130
Operating leases
Weighted average remaining lease term	7 months 2 days		7 months 2 days
Weighted average discount rate	6.50%		6.50%
Predecessor [Member]
Reorganization, Chapter 11 [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]	Predecessor	Predecessor	Predecessor	Predecessor
Operating cash flows used in operating activities				$ 44,627
Operating leases
Weighted average remaining lease term		1 year 7 months 2 days		1 year 7 months 2 days
Weighted average discount rate		6.50%		6.50%

Condensed Consolidated Balance Sheets - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Successor	Successor
Current Assets:
Cash	$ 228,693	$ 228,693	$ 5,902,199
Prepaid expenses and other current assets	886,911	886,911	225,347
Vendor deposits			235,000
Total Current Assets	1,115,604	1,115,604	6,362,546
Equipment, net	12,133	12,133	17,333
In-process research and development	30,806,158	30,806,158	100,086,329
Goodwill			11,895,033
Security deposit			46,659
Operating lease right-of-use asset	53,898	53,898	98,371
Total Assets	31,987,793	31,987,793	118,506,271
Current Liabilities:
Accounts payable	8,144,033	8,144,033	6,025,645
Accrued expenses and other current liabilities	2,281,026	2,281,026	2,053,559
Operating lease liability	59,625	59,625	108,756
Total Current Liabilities	10,484,684	10,484,684	8,187,960
Deferred tax liability	1,441,467	1,441,467	10,323,983
Total Liabilities	11,926,151	11,926,151	18,511,943
Commitments and contingencies (Note 8)
Redeemable common stock, subject to possible redemption			331,331
Stockholders’ Equity:
Common stock, value	2,367	2,367	902
Additional paid-in-capital	107,044,663	107,044,663	104,583,271
Accumulated deficit	(86,978,221)	(86,978,221)	(4,921,178)
Treasury stock, at cost, 2,159 and 0 shares at June 30, 2023 and December 31, 2022, respectively	(7,168)	(7,168)
Total Stockholders’ Equity	20,061,642	20,061,642	99,662,997
Total Liabilities, Temporary Equity and Stockholders’ Equity	31,987,793	31,987,793	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	$ 1

Derivative Liabilities

6 Months Ended

Jun. 30, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Liabilities

Note 6 – Derivative Liabilities

As of January 1, 2022, the Company had Level 3 derivative liabilities that were measured at fair value at issuance, related to the redemption features and put options of certain convertible notes. The redemption features were valued using a combination of a discounted cash flow and a Black-Scholes valuation technique. There were no derivative liabilities as of June 30, 2023 or December 31, 2022.

During the three and six months ended June 30, 2022, the Predecessor recorded a (loss) gain on the change in the fair value of the derivative liabilities of ($19,600) and $192,500, respectively.

Business Combination, Goodwill and In-Process Research and Development (Tables)

6 Months Ended

Jun. 30, 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:


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


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

Subsequent Events (Details Narrative) - USD ($)					3 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Aug. 03, 2023	Aug. 02, 2023	Jul. 26, 2023	Apr. 28, 2023	Mar. 31, 2023	Jun. 30, 2023	Jun. 30, 2022
Subsequent Event [Line Items]
Offering price							$ 2.27
Exercise price						$ 1.00
Stock Redeemed or Called During Period, Value					$ 331,331
Common Stock [Member]
Subsequent Event [Line Items]
Common stock public offering				11,015,500
Purchase of warrants				11,015,500
Proceeds from public offering				$ 11,000,000.0
Exercise price				$ 1.00
Stock Redeemed or Called During Period, Shares					65,783
Stock Redeemed or Called During Period, Value					$ 7
Subsequent Event [Member]
Subsequent Event [Line Items]
Purchase of common stock and warrants			12,727,273
Offering price			$ 0.165
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Common stock public offering			3,256,060
Proceeds from public offering			$ 2,100,000
Subsequent Event [Member] \| Common Warrants [Member]
Subsequent Event [Line Items]
Purchase of warrants			9,471,213
Exercise price			$ 0.165
Warrants term			5 years
Subsequent Event [Member] \| Pre Funded Warrants [Member]
Subsequent Event [Line Items]
Exercise price			$ 0.0001
Subsequent Event [Member] \| Pre Funded Warrants [Member] \| Investor [Member]
Subsequent Event [Line Items]
Purchase of warrants		3,971,213
Exercise price		$ 0.0001
Proceeds from issuance of warrants		$ 397.12
Subsequent Event [Member] \| Warrant [Member]
Subsequent Event [Line Items]
Purchase of warrants			1,377,996
Subsequent Event [Member] \| Warrant [Member] \| Three Investor [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Exercise price			$ 1.00
Subsequent Event [Member] \| Warrant [Member] \| Three Investor [Member] \| Maximum [Member]
Subsequent Event [Line Items]
Exercise price			$ 0.165
Subsequent Event [Member] \| Series A Convertible Preferred Stock [Member] \| Investor [Member]
Subsequent Event [Line Items]
Stock Redeemed or Called During Period, Shares	150
Stock Redeemed or Called During Period, Value	$ 230,000

Schedule of Estimated Fair Values of Identifiable Net Assets Acquired Recorded as Goodwill (Details) - USD ($)	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
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 Information Related to Stock Warrants (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of warrants, outstanding	23,742,163	8,628,706
Number of warrants, exercisable	23,672,360
Warrant [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of warrants, outstanding	23,742,163
Warrant exercisable, weighted average remaining life in life	4 years 7 months 6 days
Number of warrants, exercisable	23,672,360
Exercise Price One [Member] \| Warrant [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Weighted average exercise price, outstanding	$ 1.00
Number of warrants, outstanding	11,015,500
Warrant exercisable, weighted average remaining life in life	4 years 9 months 18 days
Number of warrants, exercisable	11,015,500
Exercise Price Two [Member] \| Warrant [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Weighted average exercise price, outstanding	$ 2.00
Number of warrants, outstanding	4,965,125
Warrant exercisable, weighted average remaining life in life	4 years 6 months
Number of warrants, exercisable	4,965,125
Exercise Price Three [Member] \| Warrant [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Weighted average exercise price, outstanding	$ 5.03
Number of warrants, outstanding	104,704
Warrant exercisable, weighted average remaining life in life	1 year 6 months
Number of warrants, exercisable	34,901
Exercise Price Four [Member] \| Warrant [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Weighted average exercise price, outstanding	$ 6.90
Number of warrants, outstanding	1,271,904
Warrant exercisable, weighted average remaining life in life	4 years 6 months
Number of warrants, exercisable	1,271,904
Exercise Price Five [Member] \| Warrant [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Weighted average exercise price, outstanding	$ 11.50
Number of warrants, outstanding	6,065,573
Warrant exercisable, weighted average remaining life in life	4 years 6 months
Number of warrants, exercisable	6,065,573
Exercise Price Six [Member] \| Warrant [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Weighted average exercise price, outstanding	$ 11.58
Number of warrants, outstanding	319,357
Warrant exercisable, weighted average remaining life in life	6 months
Number of warrants, exercisable	319,357

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 8 – Commitments and Contingencies

Litigations, Claims and Assessments

In the ordinary course of business, the Company may be involved in legal proceedings, claims and assessments. The Company records contingent liabilities resulting from such claims, if any, when a loss is assessed to be probable and the amount of the loss is reasonably estimable.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

License Agreements

L&F Research LLC

The Company entered into a License Agreement with L&F Research LLC (“L&F Research”) effective December 15, 2015, as amended (the “L&F License Agreement”) pursuant to which L&F granted us an exclusive royalty-bearing, worldwide, sublicensable license under the patent and intellectual property rights and know-how specific to and for the development and commercialization of VAR 200, for the treatment, inhibition or prevention of kidney disease in humans and symptoms thereof, including focal segmental glomerulosclerosis. On February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waived L&F’s right to terminate the L&F License Agreement or any other remedies, for non-payment of the First Milestone Payment, until (a) March 31, 2023 as to $1,000,000 of such milestone payments (“Waiver A”) and (b) January 31, 2024 as to $500,000 milestone payments (“Waiver B”). Waiver A was contingent upon (i) forgiveness by the Company of $351,579 in aggregate principal amount outstanding under a certain convertible note, and (ii) a cash payment by the Company to L&F in the amount of $648,421, on or before March 31, 2023. Waiver B is contingent upon a cash payment by the Company to L&F in the amount of $500,000 on or before the earlier of (x) January 31, 2024, and (y) ten business days from the date that the Company receives net proceeds of at least $30,000,000 from the issuance of new equity capital. All other terms of the L&F License remain in effect.

On March 29, 2023, the Company forgave $351,579 in aggregate principal amount outstanding on a certain note and paid $648,421 of cash to L&F, thus meeting the conditions of Waiver A. L&F’s put option expired upon meeting the Waiver A conditions, which resulted in a reclassification of 65,783 shares of common stock and $331,331 classified as temporary equity to permanent equity.

Operating Leases

On January 18, 2019, the Predecessor entered into a lease agreement for approximately 3,500 square feet of office space in Weston, Florida for a term of five years. Under the lease agreement, the annual base rent, which excludes the Predecessor’s share of taxes and operating costs, is approximately $89,000 for the first year and increases approximately 3% every year thereafter for a total base rent lease commitment of approximately $497,000.

The Successor recognized right-of-use asset amortization of $38,783 and $77,198 in connection with its operating lease for the three and six months ending June 30, 2023, respectively, and the Predecessor recognized rent expense of $38,141 and $76,294 in connection with its operating lease for the three and six months ending June 30, 2022, respectively.

A summary of the Company’s right-of-use assets and liabilities is as follows:

	Successor		Predecessor
	For the Six		For the Six
	Months Ended		Months Ended
	June 30, 2023		June 30, 2022

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating activities	$	49,130	$	44,627

Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	-	$	-

Weighted Average Remaining Lease Term
Operating leases		0.59 Years		1.59 Years

Weighted Average Discount Rate
Operating leases		6.5%		6.5%

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

Future minimum payments under these operating lease agreements are as follows:

	Amount

July 1, 2023 to December 31, 2023	$	60,938
Less: amount representing imputed interest		(1,313	)
Total	$	59,625

Stockholders’ Permanent and Temporary Equity (Details Narrative) - USD ($)								3 Months Ended			6 Months Ended		12 Months Ended
	Jun. 05, 2023	May 24, 2023	Apr. 28, 2023	Apr. 28, 2023	Mar. 10, 2023	Feb. 20, 2023	Jan. 27, 2023	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Common stock issued								23,669,074			23,669,074		9,016,139
Shares issued					5,000
Warrants exercised per share								$ 1.00			$ 1.00
Deemed dividend			$ 6,700,000
Common stock exercisable upon reset of Series A warrants
Conversion price			$ 2.00	$ 2.00
Financial Designation, Predecessor and Successor [Fixed List]								Successor			Successor	Predecessor	Successor
Stock based compensation expense								$ 365,742		$ 695,940	$ 653,203	$ 2,637,686
Unrecognized stock-based compensation expense								$ 1,787,428			$ 1,787,428
weighted average period											1 year 9 months 18 days
Expire years, granted options		ten			ten		ten
Number of options issued		1,453,107			13,000		100,000	3,559,342			3,559,342
Options granted that vest over three years		$ 499,660			$ 23,770		$ 184,426
Vesting period							3 years
Options outstanding, exercise price		$ 0.44			$ 2.26		$ 2.11
Aggregate grant date value		$ 555,004
Vesting period		3 years
Options vesting immediately		$ 55,344
[custom:PercentageOfRegistrationDelayPayments-0]						1.50%
Debt Instrument, Interest Rate, Stated Percentage						2.00%
Debt Instrument, Periodic Payment						$ 5,000
Research and Development Expense [Member]
Stock based compensation expense								109,066		243,918	158,521	551,756
General and Administrative Expense [Member]
Stock based compensation expense								$ 256,676		$ 452,022	$ 494,682	$ 2,085,930
Series A Warrants [Member]
Purchase of warrants shares			863,500	863,500
Warrants exercised per share			$ 11.50	$ 11.50
Purchase of warrants per share			2.00	2.00
Series B Warrants [Member]
Purchase of warrants per share			$ 7.00	$ 7.00
PIPE Warrant [Member]
Sale of Stock, Number of Shares Issued in Transaction											863,500
Sale of Stock, Price Per Share								$ 1,000			$ 1,000
Sale of Stock, Consideration Received on Transaction											$ 8,635,000
Redemption Of Series A Preferred Stock [Member]
Proceeds from Registered Offering to Redeem Series A Preferred Stock			$ 10,500,000
Reclassification of formerly redeemable common stock			8,400
Net carrying amount			$ 3,800,000
Series A Preferred Stock [Member]
Proceeds from Registered Offering to Redeem Series A Preferred Stock			10,500,000
Deemed dividend			$ 37,000
Conversion of shares issued			235
Series B Preferred Stock [Member]
Deemed dividend			$ 100,000
Conversion Of Series A Preferred Stock [Member]
Conversion of shares issued			35
Conversion of shares converted			17,500
Series A Convertible Preferred Stock [Member]
Sale of Stock, Number of Shares Issued in Transaction											8,635
Marketing Agreements [Member]
Shares issued								510,000			510,000
Issuance of common stock value											$ 500,200
Common Stock [Member]
Common stock offering				11,015,500
Issuance costs				$ 1,000,000.0
Purchase of warrants shares			11,015,500	11,015,500
Gross proceeds				$ 11,000,000.0
Warrants exercised per share			$ 1.00	$ 1.00
Placement fees				$ 400,000
Reclassification of formerly redeemable common stock									65,783
Deemed dividend			$ 1,400,000
Common stock exercisable upon reset of Series A warrants			4,965,125
Conversion price			$ 2.00	$ 2.00
Warrants purchased shares			11,015,500	11,015,500
Warrants purchased value			$ 3,974,831	$ 3,974,831
Common Stock [Member] \| Series A Preferred Stock [Member]
Conversion price			$ 10.00	$ 10.00
Common Stock [Member] \| Series B Preferred Stock [Member]
Conversion price			$ 10.00	$ 10.00
Shares issued in connection with the Business Combination			5,062
Common Stock [Member] \| Private Placement [Member] \| Investor [Member]
Common stock offering	3,044,152
Issuance costs	$ 1,200,000
Common stock issued	1,977,749

Commitments and Contingencies (Details Narrative)					3 Months Ended		6 Months Ended		12 Months Ended
Commitments and Contingencies (Details Narrative)	Mar. 29, 2023 USD ($) shares	Feb. 28, 2023 USD ($)	Feb. 20, 2023 USD ($)	Jan. 18, 2019 USD ($) ft²	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Milestone payment description		The Company entered into a License Agreement with L&F Research LLC (“L&F Research”) effective December 15, 2015, as amended (the “L&F License Agreement”) pursuant to which L&F granted us an exclusive royalty-bearing, worldwide, sublicensable license under the patent and intellectual property rights and know-how specific to and for the development and commercialization of VAR 200, for the treatment, inhibition or prevention of kidney disease in humans and symptoms thereof, including focal segmental glomerulosclerosis. On February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waived L&F’s right to terminate the L&F License Agreement or any other remedies, for non-payment of the First Milestone Payment, until (a) March 31, 2023 as to $1,000,000 of such milestone payments (“Waiver A”) and (b) January 31, 2024 as to $500,000 milestone payments (“Waiver B”).
Cash payment			$ 5,000
Reclassification shares of common stock \| shares					0		0		65,783
Reclassification shares of common stock value classified as temporary to permanent equity									$ 331,331
Financial Designation, Predecessor and Successor [Fixed List]					Successor		Successor	Predecessor	Successor
Operating lease asset amortization					$ 38,783		$ 77,198
Predecessor [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of operating lease square feet \| ft²				3,500
Lease base rent				$ 89,000
Lease base rent lease commitment				$ 497,000
Financial Designation, Predecessor and Successor [Fixed List]					Predecessor	Predecessor	Predecessor	Predecessor
Operating lease rent expense						$ 38,141		$ 76,294
License Agreement [Member] \| L&F Research LLC [Member] \| Waiver B [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Net proceeds from issuance of equity capital		$ 30,000,000
License Agreement [Member] \| L&F Research LLC [Member] \| Waiver A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Reclassification shares of common stock \| shares	65,783
Reclassification shares of common stock value classified as temporary to permanent equity	$ 331,331
Waiver A [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Debt forgiveness	351,579	351,579
Cash payment	$ 648,421	$ 648,421
Maturity date		Mar. 31, 2023
Waiver B [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cash payment		$ 500,000
Maturity date		Jan. 31, 2024

Going Concern and Management’s Plans

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern and Management’s Plans

Note 2 - Going Concern and Management’s Plans

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

ZYVERSA THERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

As of June 30, 2023, the Company had cash of approximately $0.2 million and a working capital deficit of approximately $9.4 million. During the six months ended June 30, 2023, the Company incurred a net loss of approximately $82.1 million and used cash in operations of approximately $5.0 million. The Company has an accumulated deficit of approximately $87.0 million as of June 30, 2023.

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.

Consequently, the Company will be required to raise additional funds through equity or debt financing. Management believes that the Company has access to capital resources and continues to evaluate additional financing opportunities; however, and there can be no assurance that it will be successful in securing additional capital or that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to extinguish its working capital deficit, complete its development initiatives or attain profitable operations. The aforementioned conditions raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these financial statements.

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following as of June 30, 2023 and December 31, 2022:

	June 30,		December 31,
	2023		2022
L&F milestone payment liability	$	500,000	$	1,500,000
L&F Note ^[1]		-		(351,579	)

L&F, net		500,000		1,148,421
Payroll accrual		528,049		584,226
Other accrued expenses		104,369		214,229
Federal income tax payable		129,922		106,683
Bonus accrual		998,778		-
Registration delay liability ^[2]		19,908		-
Total accrued expenses and other current liabilities	$	2,281,026	$	2,053,559

[1]	See Note 8 – “Commitments and Contingencies” for details of the forgiveness of the L&F Note.

[2]	See Note 9 – “Stockholders’ Permanent and Temporary Equity” for details of the registration delay liability.

Schedule of Future Minimum Payments Under Lease (Details)	Jun. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
July 1, 2023 to December 31, 2023	$ 60,938
Less: amount representing imputed interest	(1,313)
Total	$ 59,625

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 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:

	2023		2022
	Successor		Predecessor
	June 30, 2023		June 30, 2022
Predecessor warrants [1]		-		2,305,184
Successor warrants [1]		23,742,163		-
Predecessor options		-		10,039,348
Successor options		3,559,342		-
Successor Series A Convertible Preferred Stock		100,000		-
Successor Series B Convertible Preferred Stock		723,234		-
Predecessor Series A Convertible Preferred Stock		-		150,832
Predecessor convertible notes payable [2]		-		4,992,076
Total potentially dilutive shares		28,124,739		17,487,440

[1]

[2]

Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) (Parenthetical) - $ / shares	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Apr. 28, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Successor	Predecessor	Successor
Fair value of common stock			$ 2.27
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants to purchase common shares					11,015,500
Inflamacore, LlC License Agreement [Member] \| Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrants to purchase common shares	119,125	119,125	600,000

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficiency) (Unaudited) - USD ($)

Total

Predecessor [Member]

Preferred Stock [Member]

Series A Preferred Stock [Member]

Preferred Stock [Member]

Series A Preferred Stock [Member]

Predecessor [Member]

Preferred Stock [Member]

Series B Preferred Stock [Member]

Common Stock [Member]

Predecessor [Member]

Treasury Stock, Common [Member]

Additional Paid-in Capital [Member]

Predecessor [Member]

Retained Earnings [Member]

Predecessor [Member]

Balance at Dec. 31, 2021

$ (12,831,466)

$ 242

$ 40,065,109

$ (52,896,817)

Balance, shares at Dec. 31, 2021

24,167,257

Stock-based compensation

1,941,746

Net loss

(3,748,495)

Issuance of preferred stock in private placement

^[1]

393,301

$ 1

393,300

Issuance of preferred stock in private placement, shares

^[2]

133,541

Balance at Mar. 31, 2022

(14,244,914)

$ 1

$ 242

42,400,155

(56,645,312)

Balance, shares at Mar. 31, 2022

133,541

24,167,257

Balance at Dec. 31, 2021

$ (12,831,466)

$ 242

40,065,109

(52,896,817)

Balance, shares at Dec. 31, 2021

24,167,257

Financial Designation, Predecessor and Successor [Fixed List]

Predecessor

Net loss

$ (5,752,707)

Balance at Jun. 30, 2022

(15,553,186)

$ 1

$ 242

43,096,095

(58,649,524)

Balance, shares at Jun. 30, 2022

133,541

24,167,257

Balance at Dec. 31, 2021

(12,831,466)

$ 242

40,065,109

(52,896,817)

Balance, shares at Dec. 31, 2021

24,167,257

Financial Designation, Predecessor and Successor [Fixed List]

Successor

Balance at Dec. 31, 2022

$ 99,662,997

$ 1

$ 902

$ 104,583,271

$ (4,921,178)

Balance, shares at Dec. 31, 2022

8,635

5,062

9,016,139

Balance at Mar. 31, 2022

$ (14,244,914)

$ 1

$ 242

42,400,155

(56,645,312)

Balance, shares at Mar. 31, 2022

133,541

24,167,257

Financial Designation, Predecessor and Successor [Fixed List]

Predecessor

Stock-based compensation

$ 695,940

695,940

Net loss

(2,004,212)

Balance at Jun. 30, 2022

$ (15,553,186)

$ 1

$ 242

$ 43,096,095

$ (58,649,524)

Balance, shares at Jun. 30, 2022

133,541

24,167,257

Balance at Dec. 31, 2022

99,662,997

$ 1

$ 902

104,583,271

(4,921,178)

Balance, shares at Dec. 31, 2022

8,635

5,062

9,016,139

Reclassification of formerly redeemable common stock

331,331

$ 7

331,324

Reclassification of formerly redeemable common stock, shares

65,783

Issuance of common stock pursuant to vendor agreements

395,200

$ 13

395,187

Issuance of common stock pursuant to vendor agreements, shares

130,000

Registration costs associated with preferred stock issuance

(34,674)

Stock-based compensation

287,461

Net loss

(3,543,950)

Balance at Mar. 31, 2023

97,098,365

$ 1

$ 922

105,562,569

(8,465,128)

Balance, shares at Mar. 31, 2023

8,635

5,062

9,211,922

Balance at Dec. 31, 2022

$ 99,662,997

$ 1

$ 902

104,583,271

(4,921,178)

Balance, shares at Dec. 31, 2022

8,635

5,062

9,016,139

Financial Designation, Predecessor and Successor [Fixed List]

Successor

Predecessor

Net loss

$ (82,057,043)

Balance at Jun. 30, 2023

20,061,642

$ 1

$ 2,367

$ (7,168)

107,044,662

(86,978,221)

Balance, shares at Jun. 30, 2023

200

5,062

23,669,074

(2,159)

Balance at Mar. 31, 2023

$ 97,098,365

$ 1

$ 922

105,562,569

(8,465,128)

Balance, shares at Mar. 31, 2023

8,635

5,062

9,211,922

Financial Designation, Predecessor and Successor [Fixed List]

Successor

Predecessor

Issuance of common stock pursuant to vendor agreements

$ 210,000

$ 38

209,962

Issuance of common stock pursuant to vendor agreements, shares

380,000

Stock-based compensation

365,742

Net loss

(78,513,093)

Registered offering of common stock []

9,831,019

$ 1,101

9,829,917

Registered offering of common stock , shares

11,015,500

Redemption of Series A Preferred Stock

(10,080,001)

$ (1)

(10,080,000)

Redemption of series A preferred stock , shares

(8,400)

Conversion of Series A Preferred Stock into common stock

$ 2

(2)

Conversion of series A preferred stock into common stock , shares

(35)

17,500

Shares issued as consideration for extension of lock-up period

1,156,778

$ 304

1,156,474

Shares issued as consideration for extension of lock-up period, shares

3,044,152

Treasury stock acquired, at cost

(7,168)

$ (7,168)

Treasury stock acquired at cost , shares

(2,159)

Balance at Jun. 30, 2023

$ 20,061,642

$ 1

$ 2,367

$ (7,168)

$ 107,044,662

$ (86,978,221)

Balance, shares at Jun. 30, 2023

200

5,062

23,669,074

(2,159)

[1]	Includes gross proceeds of $419,320 less issuance costs of $26,019
[2]	Includes gross proceeds of $11,015,500 less issuance costs of $1,011,064

Schedule of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Details) - shares

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

28,124,739

Predecessor [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

17,487,440

Warrant [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[1]

Warrant [Member] | Predecessor [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[1]

2,305,184

Successor Warrant [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[1]

23,742,163

Successor Warrant [Member] | Predecessor [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[1]

Predecessor Option [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

Predecessor Option [Member] | Predecessor [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

10,039,348

Successor Option [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

3,559,342

Successor Option [Member] | Predecessor [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

Series A Convertible Preferred Stock [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

100,000

Series A Convertible Preferred Stock [Member] | Predecessor [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

Series B Convertible Preferred Stock [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

723,234

Series B Convertible Preferred Stock [Member] | Predecessor [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

Predecessor Series A Convertible Preferred Stock [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

Predecessor Series A Convertible Preferred Stock [Member] | Predecessor [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

150,832

Convertible Notes Payable [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[2]

Convertible Notes Payable [Member] | Predecessor [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Total potentially dilutive shares

^[2]

4,992,076

[1]

As part of the InflamaCORE, LLC license agreement, warrants to purchase 600,000 Predecessor or 119,125Successor shares of common stock are to be issued upon the satisfaction of certain milestones and, accordingly, are not included in the amount currently reported. See Note 8 - Commitments and Contingencies - License Agreements for details.

[2]

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2023	Aug. 16, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
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 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 Common Stock, Shares Outstanding		30,894,188

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Financial Designation, Predecessor and Successor [Fixed List]	Successor	Successor	Successor
Temporary equity, shares outstanding	0	0	65,783
Preferred stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized	110,000,000	110,000,000	110,000,000
Common stock, shares issued	23,669,074	23,669,074	9,016,139
Common stock, shares outstanding	23,666,915	23,666,915	9,016,139
Treasury stock shares	2,159	2,159	0
Series A Preferred Stock [Member]
Preferred stock, shares authorized	8,635	8,635	8,635
Preferred stock, shares issued	200	200	8,635
Preferred stock, shares outstanding	200	200	8,635
Series B Preferred Stock [Member]
Preferred stock, shares authorized	5,062	5,062	5,062
Preferred stock, shares issued	5,062	5,062	5,062
Preferred stock, shares outstanding	5,062	5,062	5,062

Income Taxes (Details Narrative)	6 Months Ended
Income Taxes (Details Narrative)	Jun. 30, 2023	Jun. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	9.70%	0.00%
Effective tax rate due to adjustment	9.70%

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 10 – Subsequent Events

July 2023 Public Offering

On July 26, 2023, the Company completed a public offering of 3,256,060 shares of common stock, pre-funded warrants (the “Pre-Funded Warrants”) to purchase 9,471,213 shares of common stock and common warrants (the “Common Warrants”) to purchase 12,727,273 shares of common stock at a combined public offering price of $0.165 per share which resulted in gross proceeds of $2.1 million (the “July 2023 Offering”). The Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all Pre-Funded Warrants are exercised in full, and have an exercise price of $0.0001 per share. The Common Warrants are exercisable immediately for a term of five-years and have an exercise price of $0.165 per share.

Warrants

On July 26, 2023, in connection with the July 2023 Offering, the Company amended the exercise price of certain warrants to purchase 1,377,996 shares of common stock for three investors from $1.00 to $0.165 per share.

Between August 2 and August 8, 2023, a July 2023 Offering investor exercised pre-funded warrants to purchase 3,971,213 shares of common stock at an exercise price of $0.0001 per share for total proceeds of $397.12.

Redemption of Series A Convertible Preferred Stock

On August 3, 2023, the Company entered into a redemption agreement and release with an investor which resulted in the Company redeeming 150 shares of Series A Convertible Preferred Stock for a cash payment of $230,000.