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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): |
|
July 8, 2026 |
ZYVERSA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41184 |
|
86-2685744 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2436
N Federal Hwy, Suite 466
Lighthouse
Point, Florida |
|
33064 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
| Registrant’s
telephone number, including area code: |
|
(754) 231-1688 |
| |
Not
Applicable |
|
| |
(Former
name or former address, if changed since last report.) |
|
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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(g) of the Act:
| Title
of each class |
|
Trading
symbol |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
ZVSA |
|
(1) |
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. ☐
(1)
The Company’s common stock is quoted on the OTCQB® Venture Market under the symbol “ZVSA.”
Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure
of Min Chul Park, Ph.D.
On
July 8, 2026, Min Chul Park, Ph.D., notified the Board of Directors (the “Board”) of ZyVersa Therapeutics, Inc. (the
“Company”) of his intention to resign from his Board positions as an independent director, member of the Compensation
Committee of the Board, and member of the Nominating and Corporate Governance Committee of the Board. Dr. Park’s resignation has
been accepted by the Board, effective immediately. Dr. Park’s resignation was due to personal reasons and not a result of any disagreement
with the Company on any matter relating to the Company’s operations, policies, or practices.
Item
8.01 Other Events.
The
Board and management of the Company have commenced, and are continuing to explore, certain cost-cutting measures to maximize the Company’s
available resources while it seeks to raise capital. For example, Stephen Glover and Peter Wolfe, the Company’s Chief Executive
Officer and Chief Financial Officer, respectively, each voluntarily agreed to accept reduced compensation to support the Company during
a period of limited cash resources and to provide the Company with greater balance sheet flexibility.
In
addition, measures being considered include:
| |
● |
Divesting
or selling the Company’s VAR 200 or IC 100 product candidates. |
| |
● |
Reducing
employee headcount to focus on core services and support, with corresponding reduced costs. |
| |
● |
Considering
ways to decrease public company expenses, including possibly “going dark” by suspending its obligations to file its current
and periodic reports required by Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12h-3
promulgated thereunder. |
In
addition, the Company will continue to consider other ways to maximize shareholder value, including, but not limited to sale of the Company
or its assets, or restructuring or reorganization, among other alternatives.
The
Company expects that any savings generated from such cost-reduction activities as are ultimately adopted, along with any capital raise,
may enable the Company to continue operations while the Company continues to seek new sources of financing to stabilize its finances
and operations.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Current Report on Form 8-K (“Form 8-K”) contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered
forward-looking statements, including, but not limited to, statements regarding the Company’s common cost-cutting measures. Actual
results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of risks,
uncertainties and other important factors, including those factors discussed under the caption “Risk Factors” in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025, as updated by the Company’s Quarterly Report on Form 10-Q for
the quarter ended March 30, 2026, in each case as filed with the SEC, could cause actual results to differ materially from those indicated
by the forward-looking statements made in this Form 8-K. Any forward-looking statements speak only as of the date of this Form 8-K and
are based on information available to the Company as of the date of this Form 8-K, and the Company assumes no obligation to, and does
not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
| Date:
July 10, 2026 |
ZYVERSA
THERAPEUTICS, INC. |
| |
|
| |
/s/
Stephen Glover |
| |
Stephen
Glover |
| |
Chief
Executive Officer |