Notes
to Condensed Consolidated Financial Statements
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 months ended March 31, 2023, and to the Predecessor for the three months
ended March 31, 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 March 31, 2023 and for the three months ended March 31, 2023 and 2022. The results of operations for
the three months ended March 31, 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 Health Acquisition Corp. was the
acquirer and ZyVersa Therapeutics, Inc. was the acquiree and accounting predecessor. Therefore, the financial statement presentation
includes the financial statements of the Predecessor for the periods prior to December 13, 2022 and the Successor for the periods including
and after December 13, 2022, including the consolidation of ZyVersa Therapeutics Operating, Inc. All significant intercompany balances
have been eliminated in the 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.
ZYVERSA
THERAPEUTICS, INC.
Notes
to Condensed Consolidated Financial Statements
Note
2 - Going Concern and Management’s Plans
The
accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business. The condensed consolidated financial statements do not
include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
As
of March 31, 2023, the Company had cash of approximately $1.3 million and a working capital deficit of approximately $5.7 million. During
the three months ended March 31, 2023, the Company incurred a net loss of approximately $3.5 million and used cash in operations of approximately
$4.6 million. The Company has an accumulated deficit of approximately $8.5 million as of March 31, 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 complete its development
initiatives or attain profitable operations. The aforementioned conditions raise substantial doubt about the Company’s ability
to continue as a going concern for at least one year from the issuance date of these financial statements.
Note
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, 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.
ZYVERSA
THERAPEUTICS, INC.
Notes
to Condensed Consolidated Financial Statements
Net
Loss Per Common Share
Basic
net loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during
the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and dilutive
common-equivalent shares outstanding during each period.
The
following table sets forth the outstanding potentially dilutive securities that have been excluded from the calculation of diluted net
loss per share because to do so would be anti-dilutive:
Schedule
of Anti-dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share
FinancialDesignationPredecessorAndSuccessorFixedList | |
2023 | | |
2022 | |
Financial Designation, Predecessor and Successor [Fixed List] | |
Successor | | |
Predecessor | |
| |
Successor | | |
Predecessor | |
| |
For the Three | | |
For the Three | |
| |
Months Ended | | |
Months Ended | |
| |
March 31, | | |
March 31, | |
| |
2023 | | |
2022 | |
Predecessor warrants [1] | |
| - | | |
| 2,154,352 | |
Successor warrants [1] [5] | |
| 8,628,695 | | |
| - | |
Predecessor options | |
| - | | |
| 9,947,968 | |
Successor options | |
| 2,106,235 | | |
| - | |
Successor Series A Convertible Preferred Stock | |
| 863,500 | (3) | |
| - | |
Successor Series B Convertible Preferred Stock | |
| 506,264 | (4) | |
| - | |
Predecessor convertible notes payable [2] | |
| - | | |
| 3,726,571 | |
Total potentially dilutive shares | |
| 12,104,694 | | |
| 15,828,891 | |
[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 7 - 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
$3.00 per share as of March 31, 2022. |
[3] | | Does not include
an additional 3,454,000 shares if the Successor Series A Convertible Preferred Stock conversion price resets to its floor price of $2.00
per share. |
[4] | | Does not include
an additional 216,970 shares if the Successor Series B Convertible Preferred Stock conversion price resets to its floor price of $7.00
per share. |
[5] | | Does not include
an additional 3,454,000 shares if the Successor Series A warrant exercise price resets to its floor price of $2.00 per share. |
ZYVERSA
THERAPEUTICS, INC.
Notes
to Condensed Consolidated Financial Statements
Segment
Reporting
The
Company operates and manages its business as one reportable and operating segment. All assets and operations are in the U.S. The Company’s
Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for purposes
of allocating resources and evaluating financial performance.
Note
4 – Accrued Expenses and Other Current Liabilities
Accrued
expenses and other current liabilities consisted of the following as of March 31, 2023 and December 31, 2022:
Schedule of Accrued Expenses and
Other Current Liabilities
| |
March 31, | | |
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 | |
| 291,552 | | |
| 584,226 | |
Other accrued expenses | |
| 51,968 | | |
| 214,229 | |
Federal income tax payable | |
| 106,683 | | |
| 106,683 | |
Bonus accrual | |
| 764,590 | | |
| - | |
Registration delay liability [2] | |
| 398,019 | | |
| - | |
Total accrued expenses and other current liabilities | |
$ | 2,112,812 | | |
$ | 2,053,559 | |
[1] | | See Note 7 –
Commitments and Contingencies for details of the forgiveness of the L&F Note. |
[2] | | See Note 8 –
Stockholders’ Permanent and Temporary Equity for details of the registration delay liability. |
Note
5 – 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 March 31, 2023 or December 31, 2022.
During
the three months ended March 31, 2022, the Predecessor recorded a gain on the change in the fair value of the derivative liabilities
of $212,100.
ZYVERSA
THERAPEUTICS, INC.
Notes
to Condensed Consolidated Financial Statements
Note
6 – Income Taxes
Income
tax expense and the effective tax rate were as follows:
Schedule
of Income Tax Expense and the Effective Tax Rate
| |
| | |
| |
Financial Designation, Predecessor and Successor [Fixed List] | |
Successor | | |
Predecessor | |
| |
Successor | | |
Predecessor | |
| |
For the Three | | |
For the Three | |
| |
Months Ended | | |
Months Ended | |
| |
March 31, | | |
March 31, | |
(in thousands) | |
2023 | | |
2022 | |
| |
| | |
| |
Income tax benefit | |
$ | 1,047,051 | | |
$ | - | |
| |
| | | |
| | |
Effective tax rate | |
| 22.81 | % | |
| 0.00 | % |
The
tax provisions for the three months ended March 31, 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 22.81% and 0.0% for the three months ended March 31, 2023 and 2022. The increase
in the quarterly rates is primarily the result of changes in its valuation allowance. As of March 31, 2022, the Company recorded a full
valuation allowance due to historical and projected losses. As of March 31, 2023, the Company did not record a valuation allowance due
to a significant deferred tax liability being established in connection with the Business Combination on December 12, 2022 which is a
source of future taxable income to realize its net deferred tax assets.
Note
7 – Commitments and Contingencies
Litigations,
Claims and Assessments
In
the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course
of business. The Company records contingent liabilities resulting from such claims, if any, when a loss is assessed to be probable and
the amount of the loss is reasonably estimable.
License
Agreements
L&F
Research LLC
On
February 28, 2023, the Company and L&F executed an Amendment and Restatement Agreement that waives L&F’s right to terminate
the L&F License 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 is 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.
ZYVERSA
THERAPEUTICS, INC.
Notes
to Condensed Consolidated Financial Statements
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 $38,415 in connection with its operating lease for the three months ending March
31, 2023 and the Predecessor recognized rent expense of $38,141 in connection with its operating lease for the three months ending March
31, 2022.
A
summary of the Company’s right-of-use assets and liabilities is as follows:
Schedule of Right of
Use Assets and Liabilities
Financial
Designation, Predecessor and Successor [Fixed List] | |
Successor | | |
Predecessor | |
| |
For the Three | | |
For the Three | |
| |
Months Ended | | |
Months Ended | |
| |
March 31, | | |
March 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Cash paid for amounts included in the measurement of lease liabilities: | |
| | | |
| | |
Operating cash flows used in operating activities | |
$ | 24,248 | | |
$ | 22,028 | |
| |
| | | |
| | |
Right-of-use assets obtained in exchange for lease obligations | |
| | | |
| | |
Operating leases | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Weighted Average Remaining Lease Term | |
| | | |
| | |
Operating leases | |
| 0.84 Years | | |
| 1.84 Years | |
| |
| | | |
| | |
Weighted Average Discount Rate | |
| | | |
| | |
Operating leases | |
| 6.5 | % | |
| 6.5 | % |
Future
minimum payments under these operating lease agreements are as follows:
Schedule
of Future Minimum Payments Under Lease
| |
Amount | |
| |
| |
April 1, 2023 to December 31, 2023 | |
$ | 87,054 | |
Less: amount representing imputed interest | |
| (2,547 | ) |
Total | |
$ | 84,507 | |
Note
8 – Stockholders’ Permanent and Temporary Equity
Common
Stock
During
the three months ended March 31, 2023, the Company entered into marketing agreements with two vendors in which the Company issued an
aggregate of 130,000 shares of common stock and cash in exchange for marketing services. The $395,200 fair value of the common stock
was established as a prepaid expense and the Company will recognize the expense over the terms of the contracts.
Temporary
Equity
See
Note 7 – Commitments and Contingencies for discussion of the movement of temporary equity to permanent equity on March 29, 2023.
ZYVERSA
THERAPEUTICS, INC.
Notes
to Condensed Consolidated Financial Statements
Stock-Based
Compensation
For
the three months ended March 31, 2023 the Successor recorded stock-based compensation expense of $287,461 (of which, $49,455 was included
in research and development and $238,006 was included in general and administrative expense) related to options issued to employees and
consultants. For the three months ended March 31, 2022, the Predecessor recorded stock-based compensation expense of $1,941,746 (of which
$307,838 was included in research and development and $1,633,908 was included in general and administrative expense) related to options
issued to employees and consultants. As of March 31, 2023 there was $1,595,639 of unrecognized stock-based compensation expense, which
the Company expects to recognize over a weighted average period of 1.6 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 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 Omnibus Equity Incentive Plan (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.
The
grant date fair value of stock options granted during the three months ended March 31, 2023 and 2022 was determined using the Black Scholes
method, with the following assumptions used: