ZyVersa Therapeutics Inc
For the period ended Apr 17, 2025. Filed Apr 17, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 17, 2025 · Filed Apr 17, 2025
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to § 240.14a-12 |
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| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2200 N. Commerce Parkway, Suite 208
Weston, Florida 33326
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Wednesday, June 11, 2025, at 9:00 AM Eastern Time
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders of ZyVersa Therapeutics, Inc., a Delaware corporation. The meeting will be held in a virtual-only format via live webcast on Wednesday, June 11, 2025, at 9:00 a.m. Eastern Time. To access the webcast, please visit http://www.virtualshareholdermeeting.com/ZVSA2025 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials. The purposes of the annual meeting are as follows:
| 1. | To elect two Class III director nominees (Stephen C. Glover and Robert G. Finizio) to hold office for a term of three years and until their successors are duly elected and qualified. |
| 2. | To ratify the selection by our audit committee of CBIZ CPAs P.C. (“CBIZ”) as our independent registered public accounting firm for the year ending December 31, 2025. |
| 3. | To approve an amendment and restatement of our 2022 Omnibus Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 100,000 shares to 382,122 shares. |
| 4. | To approve the issuance of up to an aggregate of 1,637,000 shares of the Company’s common stock issuable upon the exercise of certain warrants to purchase the Company’s common stock, issued pursuant to the inducement letter entered into by the Company and certain holders of outstanding warrants on November 5, 2024 (the “November 2024 Warrant Inducement”), in accordance with Nasdaq Listing Rule 5635(d). |
| 5. | To approve the issuance of up to an aggregate of 2,105,265 shares of the Company’s common stock issuable upon the exercise of certain warrants to purchase the Company’s common stock, issued pursuant to the securities purchase agreement entered into by the Company and an institutional accredited investor on March 5, 2025 (the “March 2025 PIPE”), to in accordance with Nasdaq Listing Rule 5635(d). |
| 6. | To conduct any other business properly brought before the meeting. |
Please monitor the Investor Relations section of our website at http://investors.zyversa.com for updated information regarding the annual meeting. If you are planning to attend our virtual annual meeting, please check the website one week prior to the annual meeting date. As always, we encourage you to submit a proxy to vote your shares prior to the annual meeting.
These items of business are more fully described in the Proxy Statement accompanying this notice.
The record date for the Annual Meeting is April 15, 2025. Only stockholders of record at the close of business on that date or their proxies may vote at the meeting or any adjournment thereof.
By Order of the Board of Directors
/s/Stephen C. Glover
Stephen C. Glover
Chairman, Chief Executive Officer, and President
Weston, Florida
April 17, 2025
We are primarily providing access to our proxy materials over the internet pursuant to the U.S. Securities and Exchange Commission’s notice and access rules. On or about April 18, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials that will indicate how to access our 2025 Proxy Statement and 2024 Annual Report on the internet and will include instructions on how you can receive a paper copy of the annual meeting materials, including the notice of annual meeting, proxy statement, and proxy card.
Whether or not you expect to attend the meeting electronically, please submit a proxy for your shares promptly using the directions on your Notice, proxy card, or in the instructions that accompanied your proxy materials. You have three ways to vote prior to the meeting: (1) over the internet at http://www.proxyvote.com, (2) by telephone by calling the toll-free number 1-800-690-6903, or (3) if you elected to receive printed proxy materials by mail, by marking, dating, and signing your proxy card and returning it in the accompanying postage-paid envelope. Even if you have submitted a proxy, you may still vote electronically at the virtual meeting if you attend. Please note, however, that if your shares are held of record by a broker, bank, or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.
TABLE OF CONTENTS
| SECTION | PAGE |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING | 1 |
| CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION | 10 |
| PROPOSALS | 11 |
| Proposal No. 1 | 11 |
| Proposal No. 2 | 12 |
| Proposal No. 3 | 13 |
| Proposal No. 4 | 21 |
| Proposal No. 5 | 24 |
| EXECUTIVE OFFICERS AND DIRECTORS | 27 |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 30 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 35 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 37 |
| EXECUTIVE COMPENSATION | 45 |
| DIRECTOR COMPENSATION | 51 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 52 |
| DELINQUENT SECTION 16(A) REPORTS | 52 |
| HOUSEHOLDING OF PROXY MATERIALS | 53 |
| OTHER MATTERS | 53 |
| Annex A - Amended and Restated ZyVersa Therapeutics, Inc. 2022 Omnibus Equity Incentive Plan | A-1 |
| Annex B - Form of Series A-2 Warrant | B-1 |
| Annex C – Form of Series A-3 Warrant | C-1 |
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2200 N. Commerce Parkway, Suite 208
Weston, Florida 33326
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
June 11, 2025, at 9:00 AM Eastern Time
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.