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~~July 278, 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(bg) 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 5.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnDeparture 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 $1Min ~~million~~Chul ~~(the “Notes”) and Series A-4 Common Stock Purchase Warrants (the “Warrants”) to purchase shares of the Company’s common stock~~Park, ~~par value $0~~Ph.~~0001 per share (the “Common Stock”)~~D. ~~The closing of the private placement occurred on February 27, 2026.~~

~~The~~On ~~Notes~~July ~~bear~~8, ~~interest~~2026, atMin aChul ~~rate of 10% per annum (compounded annually)~~Park, ~~with interest accruing on the unpaid principal amount and payable on the maturity date~~Ph.D., ~~The~~notified ~~Notes mature on~~ the ~~date~~Board ~~that~~of isDirectors ~~twelve months from~~ (the ~~date~~“Board”) of ~~issuance.~~ZyVersa ~~The~~Therapeutics, ~~Notes~~Inc. ~~are convertible into shares~~(the “Company”) of ~~Common~~his ~~Stock~~intention ~~at a conversion price equal~~ to ~~(i)~~resign ~~80%~~from ofhis ~~the~~Board ~~price~~positions ~~per~~as ~~share~~an ~~paid~~independent ~~in a Qualified Offering~~director, ~~upon~~member ~~its~~of ~~occurrence~~the ~~(as defined~~Compensation inCommittee of the ~~Notes)~~Board, orand ~~(ii)~~member ~~80%~~ of the ~~lowest~~Nominating ~~daily~~and ~~volume-weighted~~Corporate ~~average~~Governance ~~price~~Committee of the ~~Common~~Board. ~~Stock~~Dr. ~~during~~Park’s ~~the~~resignation ~~10 trading days prior to~~has ~~delivery~~been ofaccepted aby ~~conversion~~the ~~notice~~Board, ~~that~~effective ~~occurs~~immediately. ~~following~~Dr. ~~the~~Park’s ~~earlier~~resignation ofwas ~~(x)~~due ~~six~~to ~~months~~personal ~~after~~reasons ~~the~~and ~~issuance~~not ~~date~~a orresult ~~(y) an Event~~ of ~~Default~~any disagreement ~~(as~~with ~~defined in~~ the ~~Notes).~~Company ~~This~~on ~~share~~any ~~price~~matter isrelating ~~subject~~ to athe ~~floor~~Company’s ~~price~~operations, ofpolicies, ~~$0.02~~or ~~per share~~practices.

~~The~~Item ~~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~~8.01 ~~The~~Other 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 DateEvents. 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~~Board ~~Purchase Agreement contains customary representations, warranties,~~ and ~~covenants~~management of the Company ~~and~~have ~~the~~commenced, ~~Purchasers.~~and ~~The~~are ~~Company has~~continuing ~~agreed~~ to ~~certain covenants~~explore, ~~including~~certain ~~(i)~~cost-cutting ~~within~~measures ~~six~~to ~~months~~maximize of the ~~issuance date, filing a resale registration statement covering~~Company’s ~~the~~available ~~shares~~resources ofwhile ~~Common~~it ~~Stock~~seeks ~~issuable~~to ~~upon~~raise ~~conversion~~capital. ofFor ~~the Notes~~example, ~~(ii)~~Stephen ~~within~~Glover 30and ~~days~~Peter ofWolfe, the ~~Initial~~Company’s ~~Exercise~~Chief ~~Date, filing a resale registration~~Executive ~~statement~~Officer ~~covering~~and ~~the~~Chief ~~shares~~Financial ofOfficer, ~~Common Stock issuable upon Warrant exercise~~respectively, ~~(iii)~~each ~~restrictions~~voluntarily onagreed ~~redemption~~to ~~of,~~accept orreduced ~~payment~~compensation ofto ~~dividends on,~~support the Company’s ~~securities~~during a ~~while~~period ~~the~~of ~~Notes~~limited orcash ~~Warrants~~resources ~~are outstanding,~~ and ~~(iv)~~to ~~restrictions~~provide onthe ~~variable~~Company ~~rate~~with ~~transactions~~greater ~~while the~~balance ~~Notes~~sheet ~~are outstanding~~flexibility.

~~The~~In ~~obligations of the Company under the Notes are guaranteed by ZyVersa Therapeutics Operating~~addition, ~~Inc.,~~measures abeing ~~wholly~~considered ~~owned subsidiary of the Company.~~include:

~~The securities~~● ~~were~~Divesting ~~offered~~or ~~and~~selling ~~sold~~the ~~pursuant~~Company’s toVAR an200 ~~exemption~~or ~~from~~IC ~~the~~100 ~~registration~~product ~~requirements~~candidates. of● ~~Section~~Reducing 5employee ofheadcount ~~the~~to ~~Securities~~focus ~~Act~~on ofcore ~~1933, as~~services ~~amended~~and ~~(the “Securities Act”)~~support, ~~contained~~with incorresponding ~~Section~~reduced ~~4(a)(2) thereof and Regulation D thereunder~~costs. ~~Each~~● ~~Purchaser~~Considering ~~represented~~ ways to ~~the~~decrease ~~Company~~public ~~that~~company itexpenses, isincluding anpossibly “~~accredited~~going ~~investor~~dark” asby ~~defined~~suspending inits ~~Rule~~obligations ~~501~~to offile ~~Regulation~~its Dcurrent ~~under~~and ~~the~~periodic ~~Securities~~reports ~~Act.~~required ~~The~~by ~~Company did~~Sections ~~not~~13(a) ~~engage~~and in15(d) ~~general~~of ~~solicitation~~the orSecurities ~~general~~Exchange ~~advertising~~Act inof ~~connection~~1934, ~~with~~as ~~the~~amended, ~~offering.~~pursuant ~~The Company intends~~ to ~~use~~Rule ~~the~~12h-3 ~~net~~promulgated ~~proceeds from this offering for working capital purposes~~thereunder.

~~The~~In ~~foregoing descriptions of the Securities Purchase Agreement~~addition, the ~~Notes,~~Company ~~and~~will ~~the~~continue ~~Warrants~~to doconsider ~~not~~other ~~purport~~ways to bemaximize ~~complete~~shareholder ~~and~~value, ~~are~~including, ~~qualified in~~but ~~their~~not ~~entirety~~limited byto ~~reference~~sale toof the ~~full~~Company or ~~text~~its ~~of such documents~~assets, ~~copies~~or ofrestructuring ~~which~~or ~~are attached hereto as Exhibits 10.1~~reorganization, ~~10.2,~~among ~~and~~other 4alternatives.~~1, respectively, and incorporated herein by reference.~~

~~Item~~The ~~9.01~~Company ~~Financial~~expects ~~Statements~~that any savings generated from such cost-reduction activities as are ultimately adopted, along with any capital raise, may enable the Company to continue operations while the Company continues to seek new sources of financing to stabilize its finances and ~~Exhibits~~operations.

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).

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

*This Current ~~The~~Report ~~schedules~~on ~~(and~~Form ~~similar~~8-K ~~attachments~~(“Form 8-K”) tocontains ~~this~~forward-looking ~~exhibit~~statements ~~have~~within ~~been~~the ~~omitted~~meaning ~~from~~of the Private Securities Litigation Reform Act of 1995. All statements contained in this ~~filing~~Form ~~pursuant~~8-K that do not relate to ~~Item~~matters ~~601(b)(10)~~of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the Company’s common cost-cutting measures. Actual results and the timing of ~~Regulation~~events Scould differ materially from those anticipated in such forward-looking statements as a result of risks, uncertainties and other important factors, including those factors discussed under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K. ~~The~~for the year ended December 31, 2025, as updated by the Company’s ~~agrees~~Quarterly Report on Form 10-Q for the quarter ended March 30, 2026, in each case as filed with the SEC, could cause actual results to ~~furnish~~differ amaterially ~~supplemental~~from ~~copy~~those indicated by the forward-looking statements made in this Form 8-K. Any forward-looking statements speak only as of ~~any~~the ~~omitted~~date ~~schedule~~of ~~(or~~this ~~similar~~Form ~~attachment)~~8-K and are based on information available to the ~~Securities~~Company as of the date of this Form 8-K, and ~~Exchange~~the ~~Commission~~Company ~~upon~~assumes ~~request~~no obligation to, and does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.

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.
Date: July 10, 2026	ZYVERSA THERAPEUTICS, INC.
	/s/ Stephen Glover
	Stephen Glover
	Chief Executive Officer

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