UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A
(AmeNDment NO. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 13, 2023

ZYVERSA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

(754) 231-1688

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Explanatory Note

This Amendment No. 1 is being filed to update, supplement and disclose the final information with respect to the transaction and information previously described and provided in Item 1.01 and Item 3.02 of the previously filed Current Report on Form 8-K filed on September 14, 2023 (the “Original 8-K”). Defined terms used herein, and not otherwise defined, are as set forth in the Original 8-K and this Amendment No. 1 should be read in conjunction with the Original 8-K.

As of September 14, 2023, the Holder exercised 7,121,213 shares of the Company’s common stock pursuant to the Existing Warrants at a reduced exercise price of $0.1357. As a result, the Company issued to the Holder, 7,121,213 shares of the Company’s common stock in the form of the Inducement Warrants, the terms of which are as previously described. The Company received gross proceeds of approximately $966,000 from the Holder’s exercise of the Existing Warrants. As previously disclosed, the Company engaged AGP to act as its financial advisor in connection with the transactions and as such AGP will receive 6% of the net proceeds, amounting to approximately $58,000.

The Company issued the 7,121,213 Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2). Neither the issuance of the Inducement Warrants nor the Inducement Warrant Shares have been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

(d) Exhibits:

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.