[8-K] ZyVersa Therapeutics, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 4 filing overview: On 07/07/2025, Golden Matrix Group, Inc. (GMGI) Chief Executive Officer, Director and 10% owner Anthony Brian Goodman reported the sale of 50,000 shares of GMGI common stock at an average price of ≈ $1.71 per share (transaction prices ranged from $1.68-$1.74).

Following the transaction the insider’s reported holdings are:

• Direct ownership: 8,804,079 common shares
• Indirect ownership: 7,470,483 common shares held through wholly-owned Luxor Capital LLC

The combined beneficial stake disclosed in this filing therefore remains sizeable at roughly 16.3 million shares, indicating that the sale represents ≈ 0.31 % of Mr. Goodman’s total reported position.

No derivative security activity was reported in Table II. The filing does not reference any Rule 10b5-1 trading plan, and the shares were sold in open-market transactions. No earnings or operational data accompany the filing.

Positive

• Insider retains a substantial ownership position of approximately 16.3 million shares, preserving alignment with minority shareholders.

Negative

• Open-market sale of 50,000 shares by the CEO could be perceived as a mild negative signal, albeit only 0.3 % of his total stake.

Insights

Financial Analyst

TL;DR: CEO sold 50k shares (0.3 % of stake); retains large holding; modestly negative sentiment but limited impact.

Insider sales can signal management’s view on valuation or liquidity needs. Here the quantum—50,000 shares versus >16 million still held—is small, equating to roughly $85k in proceeds. Mr. Goodman remains a major shareholder, so governance alignment remains largely intact. The absence of a disclosed 10b5-1 plan suggests the sale was discretionary, which may draw short-term attention, but the minimal percentage sold tempers concerns. From a portfolio perspective, the filing is not materially impactful to GMGI’s fundamental outlook, yet may create short-lived sentiment pressure.

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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, 2025

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.)

2200 N. Commerce Parkway, Suite 208, Weston Florida		33326
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (754) 231-1688

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(b) 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		The Nasdaq Capital Market

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 8, 2025, ZyVersa Therapeutics, Inc. (the “Company”) entered into a warrant exercise inducement offer letter agreement (the “Inducement Letter”) with a holder (the “Holder”) of (i) outstanding Series A-2 Common Stock purchase warrants, as amended (the “Series A-2 Warrants”), exercisable for up to an aggregate of 957,200 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) Series A-3 Common Stock purchase warrants (the “Series A-3 Warrants” and together with the Series A-2 Warrants, the “Existing Warrants”) exercisable for up to an aggregate of 2,105,265 shares of Common Stock, which warrants were originally issued by the Company on November 5, 2024, and March 5, 2025, respectively. The Existing Warrants have an exercise price of $1.00 per share.

Pursuant to the Inducement Letter, the Holder agreed to exercise the Existing Warrants for cash at a reduced exercise price of $0.67 per share in consideration of the Company’s agreement to issue the Holder new warrants to purchase up to a number of shares of Common Stock equal to 200% of the number of shares of Common Stock issued pursuant to such Holder’s exercise of Existing Warrants, comprised of new Series A-4 warrants to purchase up to 6,124,930 shares of Common Stock (the “Inducement Warrants” and the shares of Common Stock underlying the Inducement Warrants, the “Inducement Warrant Shares”) with an exercise term of 5 years from the initial exercise date. The initial exercise date of the Inducement Warrants is the Stockholder Approval Date (as defined below), and the exercise price thereof is $0.67 per share.

The Company entered into a financial advisory agreement (the “Financial Advisory Agreement”) with A.G.P./Alliance Global Partners (“AGP”) to act as its financial advisor in connection with the transactions summarized above. Pursuant to the Financial Advisory Agreement, the Company will pay AGP a cash fee of 6.5% of the aggregate gross proceeds.

If all of the Existing Warrants are exercised in full, the Company will receive aggregate gross proceeds of approximately $2.05 million (the “Warrant Inducement”). The Company intends to use the net proceeds for working capital and general corporate purposes.

The issuance of the Inducement Warrant Shares is subject to stockholder approval under applicable rules and regulations of The Nasdaq Stock Market LLC, to the extent required by such rules and regulations (“Stockholder Approval” and the date on which Stockholder Approval is received and deemed effective, the “Stockholder Approval Date”). The Company has agreed to convene a stockholders’ meeting on or before the 120th day following the completion of the Warrant Inducement to approve the issuance of the Inducement Warrant Shares, if required.

The Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) on or before August 8, 2025, to register the resale of the Inducement Warrant Shares and to use commercially reasonable efforts to cause such registration statement to become effective within 120 days of its initial filing.

The resale of the shares of Common Stock issuable upon exercise of the Existing Warrants are registered pursuant to effective registration statements (File Nos. 333-283993 and 333-286396), declared effective by the U.S. Securities and Exchange Commission on December 26, 2024, and April 9, 2025, respectively.

The Inducement Letter, Financial Advisory Agreement, and form of Inducement Warrant are attached as Exhibits 10.1, 10.2, and 4.1, respectively. The description of the terms of the Inducement Letter, the Financial Advisory Agreement, and the Inducement Warrants is not intended to be complete and is qualified in its entirety by reference to such exhibits. The Inducement Letter contains customary representations, warranties and covenants by the Company which were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Item 3.02 Unregistered Sales of Equity Securities.

The Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available under Section 4(a)(2). The issuance of neither the Inducement Warrants nor the Inducement Warrant Shares have been registered under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. The description of the Inducement Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
4.1		Form of Series A-4 Warrant.
10.1		Inducement Letter, dated July 8, 2025.
10.2		Financial Advisory Agreement, dated July 8, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 9, 2025		ZyVersa Therapeutics, Inc.
		/s/ Stephen Glover
		Stephen Glover
		Chief Executive Officer

FAQ

How many GMGI shares did CEO Anthony Goodman sell?

He sold 50,000 shares of Golden Matrix Group common stock on 07/07/2025.

At what price were the GMGI shares sold?

The shares were sold at prices ranging from $1.68 to $1.74, with an average reported price of about $1.71.

How many GMGI shares does the insider still own after the sale?

Mr. Goodman reports 8,804,079 shares held directly and 7,470,483 shares held indirectly through Luxor Capital LLC.

Did the filing disclose any derivative transactions?

No. Table II shows no derivative securities acquired or disposed of during the period.

Is the sale part of a 10b5-1 trading plan?

The Form 4 does not check the 10b5-1 box, indicating the sale was not executed under a pre-arranged trading plan.