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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): |
|
February 27, 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(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 |
|
(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
1.01 Entry into a Material Definitive Agreement.
On
February 27, 2026, ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase
Agreement (the “Securities Purchase Agreement”) with certain accredited investors (the “Purchasers”), pursuant
to which the Company issued and sold to the Purchasers convertible promissory notes in an aggregate principal amount of $1 million (the
“Notes”) and Series A-4 Common Stock Purchase Warrants (the “Warrants”) to purchase shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”). The closing of the private placement occurred on February
27, 2026.
The
Notes bear interest at a rate of 10% per annum (compounded annually), with interest accruing on the unpaid principal amount and payable
on the maturity date. The Notes mature on the date that is twelve months from the date of issuance. The Notes are convertible into shares
of Common Stock at a conversion price equal to (i) 80% of the price per share paid in a Qualified Offering, upon its occurrence (as defined
in the Notes), or (ii) 80% of the lowest daily volume-weighted average price of the Common Stock during the 10 trading days prior to
delivery of a conversion notice that occurs following the earlier of (x) six months after the issuance date or (y) an Event of Default
(as defined in the Notes). This share price is subject to a floor price of $0.02 per share.
The
Warrants are exercisable beginning on the six-month anniversary of their issuance (the “Initial Exercise Date”), and expire
on the five-year anniversary of the issuance date. The exercise price of the Warrants is equal to (i) 110% of the price per share paid
in a Qualified Offering that occurs by the Initial Exercise Date, or (ii) 110% of the volume-weighted average price for the five-trading-day
period beginning on the 181st day and ending on the 185th day after the issuance date if a Qualified Offering has not occurred by the
Initial Exercise Date. The number of shares of Common Stock issuable upon exercise of each Warrant is calculated by dividing 50% of the
applicable Purchaser’s subscription amount by the exercise price. The Warrants contain standard anti-dilution adjustments, including
adjustments for stock dividends, stock splits, and certain fundamental transactions.
The
Securities Purchase Agreement contains customary representations, warranties, and covenants of the Company and the Purchasers. The Company
has agreed to certain covenants, including (i) within six months of the issuance date, filing a resale registration statement covering
the shares of Common Stock issuable upon conversion of the Notes, (ii) within 30 days of the Initial Exercise Date, filing a resale registration
statement covering the shares of Common Stock issuable upon Warrant exercise, (iii) restrictions on redemption of, or payment of dividends
on, the Company’s securities while the Notes or Warrants are outstanding, and (iv) restrictions on variable rate transactions while
the Notes are outstanding.
The
obligations of the Company under the Notes are guaranteed by ZyVersa Therapeutics Operating, Inc., a wholly owned subsidiary of the Company.
The
securities were offered and sold pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933,
as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and Regulation D thereunder. Each Purchaser represented
to the Company that it is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act. The Company
did not engage in general solicitation or general advertising in connection with the offering. The Company intends to use the net proceeds
from this offering for working capital purposes.
The
foregoing descriptions of the Securities Purchase Agreement, the Notes, and the Warrants do not purport to be complete and are qualified
in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.1, 10.2, and 4.1,
respectively, and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
4.1 |
|
Form of Series A-4 Common Stock Purchase Warrant. |
10.1* |
|
Securities Purchase Agreement, dated February 26, 2026. |
10.2 |
|
Form of Convertible Promissory Note. |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| * |
The
schedules (and similar attachments) to this exhibit have been omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K.
The Company agrees to furnish a supplemental copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission
upon request. |
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:
March 5, 2026 |
ZYVERSA
THERAPEUTICS, INC. |
| |
|
| |
/s/
Stephen Glover |
| |
Stephen
Glover |
| |
Chief
Executive Officer |
