8-K

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

ZYVERSA

THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

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:

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. ☐

On 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 requests an appeal by June 3, 2025. The Company timely appealed the Staff’s decision and requested an exception to complete the Company’s compliance plan. The Letter sets forth the Panel’s decision as to such request.

The Company has 15 days from the date of the Panel’s decision to request that the Council review the Panel’s decision. The Council may, on its own motion, determine to review the Panel’s decision within 45 calendar days after issuance of the Letter.

According to the Letter, trading in the Company’s common stock will be suspended at the open of trading on July 17, 2025.

As a result of the suspension in trading and expected delisting, there may be a very limited market in which the Company’s shares are traded, the Company’s stockholders may find it difficult to sell their shares of the Company’s common stock, and the trading price of the Company’s securities, if any, may be adversely affected. The Company plans to apply for trading on the Pink Limited Market maintained by the OTC Markets Group Inc. to mitigate the risk of delisting from Nasdaq. The Company’s common stock is expected to begin trading on the Pink Limited Market on or about July 17, 2025, and will continue trading under the symbol “ZVSA.”

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.