UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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SEC
FILE NUMBER
001-37392 |
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CUSIP
NUMBER
03763A207 |
| (Check
one): |
☐ |
Form
10-K |
☐ |
Form
20-F |
☐ |
Form
11-K |
☒ |
Form
10-Q |
☐ |
Form
10-D |
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☐ |
Form
N-CEN |
☐ |
Form
N-CSR |
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| For
Period Ended: |
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September
30, 2025 |
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☐ |
Transition
Report on Form 10-K |
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☐ |
Transition
Report on Form 20-F |
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☐ |
Transition
Report on Form 11-K |
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☐ |
Transition
Report on Form 10Q |
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| For
the Transition Period Ended: |
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Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein
If
the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:______
| Part
I — Registrant Information |
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| ZYVERSA
THERAPEUTICS, INC. |
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| Full
Name of Registrant |
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| Not
Applicable |
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| Former
Name if Applicable |
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| 2200
N. Commerce Parkway, Suite 208 |
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| Address
of Principal Executive Office (Street and Number) |
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| Weston,
Florida 33326 |
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| City,
State and Zip Code |
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PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
| ☒ |
(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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| ☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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| ☒ |
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
ZyVersa
Therapeutics, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30,
2025 (the “Form 10-Q”) within the prescribed time period without unreasonable effort and expense.
The
Company requires additional time to complete its management review of the Company’s quarter end consolidated financial statements
and related disclosures.
The
Company currently expects to file the Form 10-Q within the five-day extension period provided under Rule 12b-25 of the Securities Exchange
Act of 1934, as amended.
Forward-Looking
Statements
This
Form 12b-25 contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 that
are subject to risks and uncertainties, including statements regarding the Company’s expectations regarding the timing of filing
its Form 10-Q on or before the fifth day following its prescribed due date (the “extension deadline”), the consistency of
the financial statements in the Form 10-Q with the financial information in the earnings release and the completion of matters necessary
to permit filing by the extension deadline. Such forward-looking statements are based on assumptions about many important factors that
could cause actual results to differ materially from those in the forward-looking statements, including whether the Company will identify
additional errors in previously issued financial statements and other risks identified in the Company’s most recent filing on Form
10-K and other SEC filings, all of which are available on the Company’s website. The Company can provide no assurance that these
forward-looking statements will be achieved, and actual results could differ materially from those suggested by such forward-looking
statements. The Company does not undertake to update its forward-looking statements unless otherwise required by the federal securities
laws.
PART
IV - OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| Peter
Wolfe |
|
(754) |
|
231-1688 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
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☒
Yes ☐ No |
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The
Company expects that the results of operations to be included in the Form 10-Q will reflect significant changes in the Company’s
net loss from the corresponding period for the last fiscal year due to an $18.6 million non-cash impairment charge related to the
Company’s in-process research and development. |
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ZYVERSA
THERAPEUTICS, INC. |
|
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(Name
of Registrant as Specified in Charter) |
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has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: |
November
14, 2025 |
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By: |
/s/
Peter Wolfe |
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Peter
Wolfe |
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Chief
Financial Officer |
