UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2023

ZYVERSA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

(754) 231-1688

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On July 24, 2023, ZyVersa Therapeutics, Inc. (the “Company”) priced a “reasonable best efforts” public offering (the “Offering”) for the sale by the Company of an aggregate of 3,256,060 shares of common stock, and pre-funded warrants to purchase 9,471,213 shares of Common Stock in lieu thereof (the “Pre-Funded Warrants”) and common warrants (“Common Warrants”) to purchase up to 12,727,273 shares of common stock, at a combined public offering price of $0.165 per share and accompanying Common Warrant, or $0.1649 per Pre-Funded Warrant and accompanying Common Warrant. The Pre-Funded Warrants are exercisable immediately, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, and have an exercise price of $0.0001. The Common Warrants are exercisable immediately for a term of five years and have an exercise price of $0.165.

A.G.P./Alliance Global Partners (“A.G.P.”) acted as the sole placement agent for the Offering and received a fee of 6.0% of the aggregate gross proceeds and reimbursement of $100,000 of expenses, pursuant to a placement agency agreement between the Company and A.G.P. (the “Placement Agency Agreement”). The Offering closed on July 26, 2023.

In connection with the Offering, the Company amended (such amendment, the “Warrant Amendment”) certain existing warrants to purchase 1,377,996 shares of common stock that were issued in a completed best efforts offering in April 2023 (the “Best Efforts Warrants”) to reduce the existing $1.00 exercise price of the Best Efforts Warrants to the exercise price of the warrants being offered and sold in this Offering and to extend the current April 28, 2028 expiration date of the Best Efforts Warrants to the expiration date of the warrants being offered and sold in this Offering.

The securities were offered and sold pursuant to the Company’s registration statement on Form S-1 (File No. 333-272657), as amended, which was declared effective by the U.S. Securities and Exchange Commission on July 18, 2023.

The foregoing descriptions of the Pre-Funded Warrants, Common Warrants, Warrant Amendment, and Placement Agency Agreement are qualified by reference to the full text of such documents, which are filed as Exhibits 4.1, 4.2, 4.3, and 10.1, respectively, to this Current Report on Form 8-K (this “Current Report”).

On June 5, 2023, the Company issued an aggregate of 3,044,152 shares of the Company’s common stock (the “Lockup Extension Shares”) 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 Lockup Extension Shares are not subject to the lockup extension but are subject to Securities Act restrictions.

The Lockup Extension Shares issuable in connection with such private placement will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The sale of the Lockup Extension Shares did not involve any public offering, was made without general solicitation or advertising, and the investors represented to the Company that they were “accredited investors” as defined under the Securities Act, with access to all relevant information necessary to evaluate the investment in the Lockup Extension Shares.

On July 24, 2023, the Company issued a press release regarding the pricing of the public offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report.

The information in this Item 7.01 of this Current Report, including the information contained in Exhibit 99.1, is being furnished to the U.S. Securities and Exchange Commission (the “SEC”), and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

(d) Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.