false
0001859007
0001859007
2025-06-24
2025-06-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): |
|
June
24, 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 |
| 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 |
|
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
June 24, 2025, ZyVersa Therapeutics, Inc. (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 million (the “Investment
Amount”) of shares (the “ELOC Shares”) of the Company’s common stock, par value $0.0001 per share (“Common
Stock”) in a series of purchases.
The
term of the Purchase Agreement is through June 24, 2027, or the date on which the Purchaser has purchased ELOC Shares pursuant
to the Purchase Agreement for an aggregate purchase price of the Investment Amount. The Company has also agreed to issue to the Purchaser
Common Stock equal to approximately 2.5% of the Common Stock sold to the Purchaser, with piggyback registration rights, to be
issued to the Purchaser on a pro rata basis upon the consummation of each issuance of shares pursuant to a put notice (the “Commitment
Fee”). During the term, the Company may at its election cause the Purchaser to make a series of purchases of ELOC Shares. The closing
of each purchase pursuant to the Purchase Agreement will be one trading day after the valuation date which is three trading days following
the date on which the Purchaser receives the ELOC Shares as DWAC shares in its brokerage account. The Company expects to consider market
conditions, the trading price of the Common Stock and the availability of other sources of financing when determining whether to make
sales under the Purchase Agreement.
The
issuance of the shares of ELOC Shares to the Purchaser is being made pursuant to exemptions from the registration requirement of the
Securities Act of 1933, as amended (the “Securities Act”) provided by Section 4(a)(2) of the Securities Act. The Company
has also entered into a Registration Rights Agreement with the Purchaser (the “Registration Rights Agreement”) in which the
Company must file with the Securities and Exchange Commission, within 120 days of signing the Purchase Agreement, a registration statement
covering the offering and sale of the ELOC Shares and the Commitment Fee.
The
purchase price of the ELOC Shares that the Company elects to sell to the Purchaser pursuant to the Purchase Agreement will be equal to
94% of the lowest traded Volume-Weighted Average Price of the Common Stock during the three (3) business days subsequent to the day on
which the issuance of the relevant ELOC Shares has cleared.
In
no event may the Company issue to the Purchaser under the Purchase Agreement ELOC Shares in an amount greater than 19.99% of the total
number of shares of Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange
Cap”), which amount includes any shares issued as a Commitment Fee, unless the Company obtains stockholder approval to issue shares
of Common Stock in excess of the Exchange Cap. In any event, the Purchase Agreement provides that the Company may not issue or sell any
shares of Common Stock under the Purchase Agreement if such issuance or sale would breach any applicable Nasdaq rules.
This
Current Report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or
sold in the United States absent registration or an applicable exemption from the registration requirements and certificates evidencing
such shares contain a legend stating the same.
The
foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified
in its entirety by reference to the full texts of the Purchase Agreement and the Registration Rights Agreement, a copy of each has been
filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
The
description of the securities in Item 1.01 is hereby incorporated by reference into this Item 3.02.
Item
8.01. Other Events.
On
June 25, 2025, the Company issued a press release announcing that it had entered into the Purchase Agreement with the Purchaser.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item
9.01 Financial Statements and Exhibits
Exhibit
Number |
|
Description |
| 10.1 |
|
Form of Equity Purchase Agreement, dated June 24, 2025, by and between ZyVersa Therapeutics, Inc. and Williamsburg Venture Holdings, LLC |
| 10.2 |
|
Form of Registration Rights Agreement, dated June 24, 2025, by and between ZyVersa Therapeutics, Inc. and Williamsburg Venture Holdings, LLC |
| 99.1 |
|
Press release dated June 25, 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:
June 25, 2025 |
ZYVERSA
THERAPEUTICS, INC. |
| |
|
| |
/s/
Stephen Glover |
| |
Stephen
Glover |
| |
Chief
Executive Officer |
