ZyVersa Therapeutics, Inc.

Current report

There have been no material changes as of the date of this Quarterly Report on Form 10-Q to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 27, 2025, other than those described below.

Current report

Our common stock has been delisted from The Nasdaq Capital Market.

Current report

Effective October 6, 2025, our common stock was delisted from The Nasdaq Capital Market. Our common stock is currently quoted on the OTCQB under the ticker symbol “ZVSA.” We can provide no assurance that our common stock will continue to trade on this market, whether broker-dealers will continue to provide public quotes of our common stock on this market, whether the trading volume of our common stock will be sufficient to provide for an efficient trading market or whether quotes for our common stock will continue on this market in the future. Stocks trading in the OTC Markets generally have substantially less liquidity; consequently, it can be much more difficult for stockholders and broker/dealers to purchase and sell our shares in an orderly manner or at all. Due in part to the decreased trading price of our common stock and reduced analyst coverage, the trading price of our common stock may change quickly, and brokers may not be able to execute trades as quickly as they previously could when our common stock was listed on a national exchange.

Previous report

Our common stock could become subject to the SEC’s penny stock rules, which may cause broker-dealers to experience difficulty in completing transactions in our common stock, limiting a stockholder’s ability to buy and sell our common stock.

Previous report

The SEC has adopted Rule 15g-9, which generally defines “penny stock” to be any equity security, not listed on a national exchange, that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions, such as if the issuer of the security has net tangible assets in excess of $2.0 million. The market price of our common stock is less than $5.00, and, effective July 17, 2025, Nasdaq suspended trading in our common stock and started the process to delist our common stock from The Nasdaq Capital Market due to the Company’s ongoing failure to comply with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Our common stock is presently exempt from being considered a “penny stock,” regardless of whether Nasdaq ultimately delists our common stock from its exchange, because our net tangible assets exceed $2.0 million. As of December 31, 2024, we had approximately $[8.5] million in net tangible assets. However, we cannot guarantee that we will be able to continue to qualify for this exemption, or any other available exemption from the definition of “penny stock.”

Previous report

If our securities become subject to the penny stock rules, broker-dealers who sell to persons other than established customers and “accredited investors” will be subject to additional sales practice requirements. The term “accredited investor” generally refers to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for securities subject to these penny stock rules and affect the ability of broker-dealers to trade our securities. As a result of the foregoing requirements, the marketability of our common stock may be further limited.

Previous report

If our common stock is deemed “penny stock,” broker-dealers trading in our securities may be subject to additional sales practice requirements adopted by the Financial Industry Regulatory Authority (“FINRA”), which may also limit a stockholder’s ability to buy and sell our common stock.

Previous report

In addition to the penny stock rules described above, FINRA has adopted rules that require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. If our common stock is deemed “penny stock,” FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our securities, which may limit your ability to buy and sell our common stock and have an adverse effect on the market for our shares.

Previous report

Our common stock may be delisted from Nasdaq, and there can be no assurance that it will trade on a national exchange again.

Previous report

Effective July 17, 2025, Nasdaq suspended trading in our common stock and started the process to delist our common stock from The Nasdaq Capital Market due to the Company’s ongoing failure to comply with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Our common stock is currently quoted on the OTCQB under the ticker symbol “ZVSA.”

Previous report

Changes in tax laws in any jurisdiction in which we operate, or adverse outcomes from any tax audits that we may be subject to in any such jurisdictions, could result in an unfavorable change in our effective tax rate in the future, which could adversely affect our business, financial condition, and operating results. For example, the Tax Reform Act of 2025 was signed into law on July 4, 2025. The Tax Reform Act of 2025 contains numerous tax provisions that we are currently in the process of evaluating, and which may significantly affect our business or financial condition. The recent changes under the Tax Reform Act of 2025 include tax rate extensions and changes to the business interest deduction limitation, the expensing of domestic research and development expenditures (in contrast to the continued capitalization and amortization of foreign research and development expenditures), the bonus depreciation deduction rules and the international tax framework. Regulatory guidance under the Tax Reform Act of 2025 and additional tax-related legislation is and continues to be forthcoming, and the overall impact of these changes is uncertain and may adversely affect our business, operating results and financial condition.