ZyVersa Therapeutics, Inc. — fact timeline

ZyVersa Therapeutics, Inc. entered into Securities Purchase Agreement with certain accredited investors valued at $1 million (effective 2026-02-27).

“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”).”

ZyVersa Therapeutics, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2)).

“dicating that the Panel had determined to delist the Company’s securities from Nasdaq and that trading in the Company’s securities would be suspended at the open of trading on July 17, 2025, due to the Company’s failure to regain compliance with the minimum bid price requirements under Listing Rule 5550(a)(2) . 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 hi”

ZyVersa Therapeutics, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2)).

“July 15, 2025, ZyVersa Therapeutics, Inc. (the “Company”) received a determination letter (the “Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) has determined to deny the Company’s request to continue its listing on The Nasdaq Capital Market. As previously disclosed, the Nasdaq Listing Qualifications Department (the “Staff”) notified the Company of its determination to delist the Company’s securities because the Company is not in compliance with the minimum bid price requirements under Listing Rule 5550(a)(2), unless the Company requ”

ZyVersa Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“May 27, 2025, Zyversa Therapeutics, Inc. (the “Company”) received a letter (the “Minimum Bid Price Deficiency Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Capital Market Stock Exchange (“Nasdaq”) notifying the Company that because the Company’s common stock had a closing bid price of less than $1.00 for 30 consecutive business days immediately preceding the Minimum Bid Price Deficiency Letter, the Company is not in compliance with Listing Rule 5550(a)(2) (the “Rule”). Typically, a company would be afforded a 180-calendar day period to demonstrate compliance w”

ZyVersa Therapeutics, Inc. engaged CBIZ CPAs P.C. as its auditor.

“with the approval of the Audit Committee of the Company’s Board of Directors, the Company engaged CBIZ CPAs as the Company’s independent registered public accounting firm, effective as of April 7, 2025”

Marcum LLP resigned as auditor of ZyVersa Therapeutics, Inc..

“On April 4, 2025, Marcum resigned as the Company’s independent registered public accounting firm”

ZyVersa Therapeutics, Inc.: Filed a certificate of amendment to effect a 1-for-10 reverse stock split of common stock (effective 2024-04-25).

“On April 25, 2024, ZyVersa Therapeutics, Inc. (the "Company") filed a certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware relating to a 1-for-10 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock (“Common Stock”). The Reverse Stock Split became effective on April 25, 2024 at 4:01 p.m., and the Common Stock is expected to begin trading on The Nasdaq Capital Market on a Reverse Stock Split-adjusted basis on April 26, 2024 at market open.”

ZyVersa Therapeutics, Inc. received a nasdaq deficiency notice notice regarding other (rules 5635(d), IM-5635-3, 5810(c)(4)).

“March 6, 2024, ZyVersa Therapeutics, Inc. (the “ Company ”) received a Letter of Reprimand (the “ Letter ”) from the staff (the “ Staff ”) of the Nasdaq Stock Market (the “ Nasdaq ”) in accordance with Nasdaq’s Listing Rule 5810(c)(4). The Staff has determined that the Company’s July 2023 best-efforts public offering of its common stock (“ Common Stock ”) and warrants to purchase shares of the Common Stock (the “ July 2023 Offering ”) did not qualify as a “Public Offering” as defined in Nasdaq’s Listing Rule IM-5635-3. Accordingly, because the July 2023 Offering was carried out at a price less”

ZyVersa Therapeutics, Inc. received a nasdaq compliance regained notice regarding market value (rules 5450(b)(1)(C)).

“February 29, 2024, the Company received approval from Nasdaq to transfer the listing of the Company’s Common Stock from the Nasdaq Global Market to the Nasdaq Capital Market (the “Approval”). The Company’s Common Stock will be transferred to the Nasdaq Capital Market effective as of the open of business on March 1, 2024, and will continue to trade under the symbol “ZVSA.” The Nasdaq Capital Market operates in substantially the same manner as the Nasdaq Global Market, and listed companies must meet certain financial requirements and comply with Nasdaq’s corporate governance requirements. As of”

ZyVersa Therapeutics, Inc. engaged Marcum LLP as its auditor.

“On December 22, 2023, the Audit Committee appointed Marcum as the Company’s new independent registered public accounting firm commencing with the Company’s fiscal year ending December 31, 2023.”

ZyVersa Therapeutics, Inc. dismissed Ernst & Young LLP as its auditor.

“dismissed Ernst & Young LLP ("EY") as the Company’s independent registered public accounting firm.”

ZyVersa Therapeutics, Inc. entered into Placement Agency Agreement with A.G.P./Alliance Global Partners valued at cash fee equal to 6.0% of gross proceeds, expense reimbursement up to $80,000, non-accountable expen (effective 2023-12-06).

“On December 6, 2023, the Company entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), pursuant to which A.G.P. agreed to act as exclusive placement agent for the issuance and sale of the Shares and Warrants.”

ZyVersa Therapeutics, Inc. entered into Securities Purchase Agreement with purchasers identified on the signature pages valued at 400,000 shares of common stock, pre-funded warrants for 3,600,000 shares, Series A common warrants f (effective 2023-12-06).

“On December 6, 2023, ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement with each purchaser identified on the signature pages thereto (the “Purchase Agreement”), pursuant to which the Company agreed to issue and sell, in a public offering (the “Offering”), (i) 400,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) 3,600,000 pre-funded warrants (the “Pre-Funded Warrants”) exercisable for an aggregate of 3,600,000 shares of Common Stock, (iii) 4,000,000 Series A common warrants (the “Series A Common Warrants”) exercisable for an aggregate of 4,000,000 shares of Common Stock, and (iv) 4,000,000 Series B common warrants (the “Series B Common Warrants,” and together with the Series A Common Warrants, the “Common Warrants”) exercisable for an aggregate of 4,000,000 shares of Common Stock.”

ZyVersa Therapeutics, Inc.: Certificate of amendment to effect a 1-for-35 reverse stock split and increase authorized capital stock from 111,000,000 to 251,000,000 shares (effective 2023-12-04).

“On November 30, 2023, ZyVersa Therapeutics, Inc. (the “Company”) filed a certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware relating to a 1-for-35 reverse stock split (the “Reverse Stock Split”) of the outstanding shares of the Company’s common stock (“Common Stock”).”

ZyVersa Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)(iii)).

“November 14, 2023, Nasdaq issued a letter to the Company that as of November 13, 2023, it determined that the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days. Accordingly, the Company is subject to the provisions contemplated under Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”). As a result, Nasdaq has determined to delist the Company’s securities from The Nasdaq Global Market, on November 16, 2023, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”). Accordingly, the Company has timely reque”

ZyVersa Therapeutics, Inc. shareholders approved Approval of Charter Amendment for Reverse Stock Split at the 2023-10-31 meeting.

“With respect to Proposal No. 5, stockholders adopted and approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued shares of common stock at a ratio within the range of not less than 1-for-10 and not greater than 1-for-50, with the exact ratio within such range to be determined at the sole discretion of the Company’s board of directors, without further approval or authorization of the Company’s stockholders before the filing of an amendment to the Second Amended and Restated Certificate of Incorporation effecting the proposed reverse stock split. The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 13,294,640 6,354,694 338,927 -”

ZyVersa Therapeutics, Inc. shareholders approved Approval of Amendment and Restatement of 2022 Omnibus Equity Incentive Plan at the 2023-10-31 meeting.

“With respect to Proposal No. 4, stockholders approved an amendment and restatement of the Company’s 2022 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 4,000,000 shares to 5,453,107 shares. The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 10,934,711 4,536,157 117,603 4,399,790”

ZyVersa Therapeutics, Inc. shareholders approved Approval of Charter Amendment to Increase Capital Stock at the 2023-10-31 meeting.

“With respect to Proposal No. 3, stockholders adopted and approved of an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the Company’s authorized number of shares of capital stock from 111,000,000 to 251,000,000 and the Company’s authorized shares of common stock from 110,000,000 shares to 250,000,000 by filing a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation in the form attached to the Proxy Statement with the Secretary of State of the State of Delaware. The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 13,435,628 6,334,939 217,694 -”

ZyVersa Therapeutics, Inc. shareholders approved Ratification of Auditors at the 2023-10-31 meeting.

“With respect to Proposal No. 2, stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 16,455,384 3,112,652 420,225 -”

ZyVersa Therapeutics, Inc. shareholders approved Election of Class I Directors at the 2023-10-31 meeting.

“With respect to Proposal No. 1, stockholders elected the two Class I director nominees (Gregory G. Freitag and James Sapirstein) to hold office for a term of three years and until their successors are duly elected and qualified. The voting results were as follows: Director Name Votes For Votes Withheld Broker Non-Votes Gregory G. Freitag 12,139,841 3,448,630 4,399,790 James Sapirstein 12,142,342 3,446,129 4,399,790”

ZyVersa Therapeutics, Inc. received a nasdaq deficiency notice notice regarding market value (rules 5450(b)(1)(C), 5810(c)(3)(D)).

“September 1, 2023, ZyVersa Therapeutics, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market, LLC (“Nasdaq”) stating that for the last 30 consecutive business days, the Company is not in compliance with the requirement of a minimum Market Value of Publicly Held Shares (“MVPHS”) of $5,000,000 for continued listing on the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5450(b)(1)(C). Nasdaq calculates MVPHS by subtracting from the total shares of common stock outstanding any shares held by officers, directors or any person who benefic”

Nicholas A. LaBella, Jr. retired as Chief Scientific Officer and Senior Vice President of Research and Development at ZyVersa Therapeutics, Inc..

“On August 7, 2023, Nicholas A. LaBella, Jr., Chief Scientific Officer and Senior Vice President of Research and Development at ZyVersa Therapeutics, Inc. (the “Company”) notified the Company of his planned retirement from the Company effective August 18, 2023.”

ZyVersa Therapeutics, Inc. amended Warrant Amendment (effective 2023-07-24).

“the Company amended (such amendment, the “Warrant Amendment”) certain existing warrants to purchase 1,377,996 shares of common stock that were issued in a completed best efforts offering in April 2023 (the “Best Efforts Warrants”) to reduce the existing $1.00 exercise price of the Best Efforts Warrants to the exercise price of the warrants being offered and sold in this Offering and to extend the current April 28, 2028 expiration date of the Best Efforts Warrants to the expiration date of the warrants being offered and sold in this Offering.”

ZyVersa Therapeutics, Inc. entered into Placement Agency Agreement with A.G.P./Alliance Global Partners valued at 6.0% of the aggregate gross proceeds and reimbursement of $100,000 of expenses (effective 2023-07-24).

“A.G.P./Alliance Global Partners (“A.G.P.”) acted as the sole placement agent for the Offering and received a fee of 6.0% of the aggregate gross proceeds and reimbursement of $100,000 of expenses, pursuant to a placement agency agreement between the Company and A.G.P. (the “Placement Agency Agreement”).”

ZyVersa Therapeutics, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).

“June 9, 2023, ZyVersa Therapeutics, Inc. (the “ Company ”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market, LLC (“ Nasdaq ”) indicating that, based upon the closing bid price of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “ Notice ”). The Notice has no immediate effect on”

Daniel J. O'Connor resigned as Director at ZyVersa Therapeutics, Inc..

“On May 17, 2023, Daniel J. O’Connor, notified the Board of the Company that he was resigning from the Board effective May 18, 2023.”

Katrin Rupalla resigned as Director at ZyVersa Therapeutics, Inc..

“On May 17, 2023, Katrin Rupalla, Ph.D., notified the Board of Directors (the “Board”) of ZyVersa Therapeutics, Inc. (the “Company”) that she was resigning from the Board effective May 18, 2023.”

ZyVersa Therapeutics, Inc. reported the first quarter of 2023 ending March 31, 2023 results: net income approximately $3.5 million.

“Net losses were approximately $3.5 million for the three months ended March 31, 2023”

ZyVersa Therapeutics, Inc. reported financial results for the fourth quarter and full year ended December 31, 2022.

“ZyVersa Therapeutics, Inc. (Nasdaq: ZVSA , or “ZyVersa”), a clinical-stage specialty biopharmaceutical company developing first-in-class drug candidates for the treatment of renal and inflammatory diseases with high unmet medical needs, today provides a corporate update and reported financial results for the fourth quarter and full year ended December 31, 2022.”

ZyVersa Therapeutics, Inc. amended Amendment and Restatement Agreement with L&F Research LLC (LFR) (effective 2023-02-28).

“On February 28, 2023, ZyVersa Therapeutics, Inc., a Delaware corporation (the "Company") and LFR entered into an Amendment and Restatement Agreement (the "Restatement"), amending and restating the previously disclosed Waiver of Certain Rights Under License Agreement, dated March 2, 2022, by and between ZyVersa Therapeutics, Inc., a Florida corporation ("Old ZyVersa") and LFR, as amended (the "Waiver Agreement").”

Katrin Rupalla was appointed as Director at ZyVersa Therapeutics, Inc..

“On January 5, 2023, the Board of Directors (the “Board”) of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company” or “ZyVersa”), appointed James Sapirstein, Gregory Freitag, and Katrin Rupalla to serve as members of the board to fill the three vacancies created as a result of the business combination between ZyVersa Therapeutics, Inc., a Florida corporation (“Old ZyVersa”) with Larkspur Health Acquisition Corp. (“Larkspur”), which was consummated on December 12, 2022 (the “Business Combination”).”

Gregory Freitag was appointed as Director at ZyVersa Therapeutics, Inc..

“On January 5, 2023, the Board of Directors (the “Board”) of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company” or “ZyVersa”), appointed James Sapirstein, Gregory Freitag, and Katrin Rupalla to serve as members of the board to fill the three vacancies created as a result of the business combination between ZyVersa Therapeutics, Inc., a Florida corporation (“Old ZyVersa”) with Larkspur Health Acquisition Corp. (“Larkspur”), which was consummated on December 12, 2022 (the “Business Combination”).”

James Sapirstein was appointed as Director at ZyVersa Therapeutics, Inc..

“On January 5, 2023, the Board of Directors (the “Board”) of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company” or “ZyVersa”), appointed James Sapirstein, Gregory Freitag, and Katrin Rupalla to serve as members of the board to fill the three vacancies created as a result of the business combination between ZyVersa Therapeutics, Inc., a Florida corporation (“Old ZyVersa”) with Larkspur Health Acquisition Corp. (“Larkspur”), which was consummated on December 12, 2022 (the “Business Combination”).”

ZyVersa Therapeutics, Inc. amended Second Amendment to Waiver of Certain Rights under License Agreement with L&F Research LLC valued at $1,500,000 (effective 2022-12-23).

“On December 23, 2022, ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”) entered into a Second Amendment to Waiver of Certain Rights under License Agreement, by and between L&F Research and ZyVersa Therapeutics, Inc., a Florida corporation (“Old ZyVersa”), a wholly owned subsidiary of the Company (the “Second Amendment”), amending the previously disclosed Waiver Agreement, dated March 2, 2022, by and between L&F Research and Old ZyVersa (the “Waiver Agreement”), as amended.”

ZyVersa Therapeutics, Inc.: Company ceased to be a shell company as a result of the Business Combination.

“As a result of the Business Combination, the Company ceased to be a shell company.”

ZyVersa Therapeutics, Inc.: Adopted a new Code of Business Conduct and Ethics.

“Effective upon the Closing Date, in connection with the consummation of the Business Combination, the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of the Company, which is available on the Company’s website at https://zyversa.com .”

ZyVersa Therapeutics, Inc.: Adopted amended and restated bylaws.

“and the Company adopted amended restated bylaws pursuant to an Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”).”

ZyVersa Therapeutics, Inc.: Amended and restated certificate of incorporation pursuant to Second Amended and Restated Certificate of Incorporation.

“In connection with the consummation of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing Date, pursuant to a Second Amended and Restated Certificate of Incorporation (as amended, the “ Second Amended and Restated Certificate of Incorporation ”), and the Company adopted amended restated bylaws pursuant to an Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”).”

ZyVersa Therapeutics, Inc. underwent a change of control involving ZyVersa Therapeutics, Inc. (Florida corporation) (closed 2022-12-12).

“On December 12, 2022, the parties consummated the Business Combination pursuant to the terms of that certain Business Combination Agreement, dated July 20, 2022, as amended (the “Business Combination Agreement”) by and among ZyVersa Therapeutics, Inc., a Florida corporation (“Old ZyVersa”), the Securityholder Representative (as defined in the Business Combination Agreement) named therein, Larkspur, and Larkspur Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Larkspur (“Merger Sub”).”

ZyVersa Therapeutics, Inc. entered into Series B Registration Rights Agreement with the Purchasers of the Series B Shares (effective 2022-12-12).

“On December 12, 2022, in connection with the consummation of the Business Combination, Larkspur and the Purchasers of the Series B Shares entered into a Registration Rights Agreement (the “Series B Registration Rights Agreement”).”

ZyVersa Therapeutics, Inc. entered into PIPE Registration Rights Agreement with the PIPE Investors (effective 2022-12-12).

“On December 12, 2022, in connection with the consummation of the Business Combination, the Company and the PIPE Investors entered into a Registration Rights Agreement (the “PIPE Registration Rights Agreement”).”

ZyVersa Therapeutics, Inc. entered into Lock-Up Agreements with the Key ZyVersa Shareholders and stockholders of Old ZyVersa (effective 2022-12-12).

“In connection with the consummation of the Business Combination, the Company, the Key ZyVersa Shareholders and stockholders of Old ZyVersa, entered into the Lock-Up Agreements as contemplated by the Business Combination Agreement.”

ZyVersa Therapeutics, Inc. entered into Amended and Restated Registration Rights Agreement with the Sponsor and certain persons and entities holding securities of the Company (effective 2022-12-12).

“On December 12, 2022, substantially concurrently with the consummation of the Business Combination, the Company, the Sponsor and certain persons and entities holding securities of the Company entered into the Amended and Restated Registration Rights Agreement.”

ZyVersa Therapeutics, Inc. entered into Business Combination Agreement with Larkspur, Larkspur Merger Sub, Inc., and the Securityholder Representative (effective 2022-12-12).

“On December 12, 2022, the parties consummated the Business Combination pursuant to the terms of that certain Business Combination Agreement, dated July 20, 2022, as amended (the “Business Combination Agreement”) by and among ZyVersa Therapeutics, Inc., a Florida corporation (“Old ZyVersa”), the Securityholder Representative (as defined in the Business Combination Agreement) named therein, Larkspur, and Larkspur Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Larkspur (“Merger Sub”).”

Peter Wolfe was appointed as Chief Financial Officer and Secretary at ZyVersa Therapeutics, Inc..

“Peter Wolfe was appointed Chief Financial Officer and Secretary”

Karen Cashmere was appointed as Chief Commercial Officer at ZyVersa Therapeutics, Inc..

“Karen Cashmere was appointed Chief Commercial Officer”

Nicholas A. LaBella was appointed as Chief Scientific Officer at ZyVersa Therapeutics, Inc..

“Nicholas A. LaBella was appointed Chief Scientific Officer”

Stephen C. Glover was appointed as President and Chief Executive Officer at ZyVersa Therapeutics, Inc..

“Stephen C. Glover was appointed President and Chief Executive Officer”

Daniel J. O’Connor was appointed as Director at ZyVersa Therapeutics, Inc..

“Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company”

Min-Chul Park was appointed as Director at ZyVersa Therapeutics, Inc..

“Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company”