v3.25.2
Stockholders’ Equity
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Stockholders’ Equity

Note 7 – Stockholders’ Equity‌

 

Common Stock

 

On February 2, 2025, the Company entered into a marketing agreement with a vendor in which the Company issued 60,000 shares of common stock and cash in exchange for marketing services. The fair value of the common stock was established as a prepaid expense, and the Company recognized $81,600 of the expense over the two-month term of the contract. The shares were issued on February 2, 2025.

 

On March 20, 2025, the Company entered into a marketing agreement with a vendor in which the Company issued 100,000 shares of common stock and cash in exchange for digital marketing services. The fair value of the common stock was established as a prepaid expense and the Company recognized $70,100 of the expense over the three-month term of the contract. On April 11, 2025, the Company issued the 100,000 shares of common stock to the vendor using the market value of $77,000 on that date.

 

On May 1, 2025, the Company entered into a marketing agreement with a vendor in which the Company issued 100,000 shares of common stock and cash in exchange for marketing services. The fair value of the common stock was established as a prepaid expense and the Company recognized $61,900 of the expense over the two-month term of the contract. On May 13, 2025, the Company issued the 100,000 shares of common stock to the vendor using the market value of $51,800 on that date.

 

Equity Purchase Agreement

 

On June 24, 2025, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Williamsburg Venture Holdings, LLC (the “Purchaser”), whereby the Company has the right, but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to an aggregate of $10.0 million of shares (the “ELOC Shares”) of the Company’s common stock. The term of the Purchase Agreement is through June 24, 2027, or the date on which the Purchaser has purchased ELOC Shares for an aggregate purchase price of $10.0 million. The Company has also agreed to issue to the Purchaser 426,829 shares common stock (“Commitment Shares”), which will be issued on a pro rata basis as the Company draws down ELOC shares, with any remaining shares to be issued upon termination. The fair value of the Commitment Shares on the date of the Purchase Agreement was established as accrued issuable equity and as deferred offering costs and the Company will reclassify $265,957 of the deferred offering costs to additional paid-in-capital on a pro rata basis as the Company draws down ELOC shares. In addition, the Company will mark-to-market the change in fair value of the accrued issuable equity on each reporting date.

 

Stock-Based Compensation

 

For the three months ended June 30, 2025 the Company recorded stock-based compensation expense of $59,199 (of which, $15,448 was included in research and development and $43,751 was included in general and administrative expense) related to options issued to employees and consultants. For the three months ended June 30, 2024 the Company recorded stock-based compensation expense of $160,664 (of which, $15,447 was included in research and development and $145,217 was included in general and administrative expense) related to options issued to employees and consultants.

 

For the six months ended June 30, 2025 the Company recorded stock-based compensation expense of $131,490 (of which, $30,895 was included in research and development and $100,595 was included in general and administrative expense) related to options issued to employees and consultants. For the six months ended June 30, 2024 the Company recorded stock-based compensation expense of $384,237 (of which, $30,895 was included in research and development and $353,342 was included in general and administrative expense) related to options issued to employees and consultants. As of June 30, 2025 there was $190,403 of unrecognized stock-based compensation expense, which the Company expects to recognize over a weighted average period of 0.8 years

 

Stock Options

 

A summary of the option activity for the six months ended June 30, 2025 is presented below:

           Weighted     
       Weighted   Average     
       Average   Remaining   Aggregate 
   Number of   Exercise   Life   Intrinsic 
   Options   Price   In Years   Value 
                 
Outstanding, January 1, 2025   9,612   $2,248.58                
Granted   -    -           
Exercised   -    -           
Expired   (152)   1,760.50           
Outstanding, June 30, 2025   9,460   $2,222.82    5.8   $- 
                     
Exercisable, June 30, 2025   8,112   $2,598.23    5.5   $- 

 

 

ZYVERSA THERAPEUTICS, INC.

 

Notes to Condensed Consolidated Financial Statements

 

The following table presents information related to stock options as of June 30, 2025:

Options Outstanding   Options Exercisable 
        Weighted     
    Outstanding   Average   Exercisable 
Exercise   Number of   Remaining Life   Number of 
Price   Options   In Years   Options 
$152.50    4,157    7.9    2,916 
$738.50    286    7.6    191 
$791.00    38    7.7    26 
$1,760.50    1,127    1.6    1,127 
$3,965.50    37    7.0    37 
$4,053.00    2,095    3.8    2,095 
$5,726.00    1,720    6.0    1,720 
      9,460    5.5    8,112 

 

Stock Warrants

 

On March 7, 2025, the Company closed on a private placement (the “Private Placement”) with an institutional investor, pursuant to which the Company sold pre-funded warrants (the “March 2025 Pre-Funded Warrants”) to purchase 2,105,265 shares of common stock and Series A-3 common warrants (the “March 2025 Common Warrants”) to purchase 2,105,265 shares of common stock at a combined purchase price of $0.9499 which resulted in gross proceeds of approximately $2.0 million. In addition, the Company and the investor executed an amendment to certain November 5, 2024 common share purchase warrants to reduce the exercise price of certain outstanding warrants to purchase 957,200 shares of common stock from $2.06 per share to $1.00 per share. The $53,890 incremental fair value of the modified warrants as compared to the original warrants was recognized as an additional issuance cost of the Private Placement. The March 2025 Pre-Funded Warrants were exercisable immediately at an exercise price of $0.0001 per share. As of June 30, 2025, all March 2025 Pre-Funded Warrants have been exercised in full. The March 2025 Common Warrants became exercisable upon stockholder approval on June 11, 2025 for a term of five years and have an exercise price of $1.00 per share. Total cash issuance costs were $282,849 including $199,863 of placement fees, $56,844 of legal fees, and $26,142 of other costs.

 

The modification date fair value of warrants modified during the three and six months ended June 30, 2025 and 2024 was determined using the Black Scholes method, with the following assumptions used:

   For the Three Months Ended   For the Six Months Ended 
   June 30,   June 30, 
   2025   2024   2025   2024 
Fair value of common stock on date of modification   n/a    n/a   $0.98    n/a 
Risk free interest rate   n/a    n/a    4.09%   n/a 
Expected term (years)   n/a    n/a    5.3 years    n/a 
Expected volatility   n/a    n/a    125%   n/a 
Expected dividends   n/a    n/a    0.00%   n/a 

 

 

ZYVERSA THERAPEUTICS, INC.

 

Notes to Condensed Consolidated Financial Statements

 

A summary of the warrant activity for the six months ended June 30, 2025, is presented below:

 

           Weighted     
       Weighted   Average     
       Average   Remaining   Aggregate 
   Number of   Exercise   Life   Intrinsic 
   Warrants   Price   In Years   Value 
                 
Outstanding, January 1, 2025   1,747,093   $59.59                
Issued [1]   2,105,265    1.00           
Repriced - Old [2]   (957,200)   2.06           
Repriced - New [2]   957,200    1.00           
Forfeited   (2,950)   12.50           
Exercised   -    -           
Outstanding, June 30, 2025   3,849,308   $27.25    4.81   $- 
                     
Exercisable, June 30, 2025   3,849,108   $27.16    4.88   $- 

 

[1] Warrants issued, outstanding, and exercisable exclude 2,105,265 March 2025 Pre-Funded Warrants with an exercise price of $0.0001.

 

[2] Warrants represent the reset of the exercise price of certain November 2024 warrants to purchase 957,200 shares of common stock from $2.06 to $1.00 per share.

 

The following table presents information related to stock warrants as of June 30, 2025:

 

Warrants Outstanding   Warrants Exercisable 
    Outstanding   Weighted Average   Exercisable 
Exercise   Number of   Remaining Life   Number of 
Price   Warrants   In Years   Warrants 
$1.00    3,062,465    4.94    3,062,465 
$2.06    679,800    4.94    679,800 
$12.50    4,050    3.45    4,050 
$47.50    20,347    3.70    20,347 
$57.75    19,965    3.02    19,965 
$350.00    27,551    2.83    27,551 
$700.00    13,944    2.45    13,944 
$1,760.50    200    -    - 
$2,415.00    3,651    2.45    3,651 
$4,025.00    17,335    2.45    17,335 
      3,849,308    4.88    3,849,108