Material Agreement, Private Placement (Form 8-K)

On July 8, 2025, ZyVersa Therapeutics, Inc. (the "Company") entered into a warrant exercise inducement offer letter agreement (the "Inducement Letter") with a holder (the "Holder") of (i) outstanding Series A-2 Common Stock purchase warrants, as amended (the "Series A-2 Warrants"), exercisable for up to an aggregate of 957,200 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and (ii) Series A-3 Common Stock purchase warrants (the "Series A-3 Warrants" and together with the Series A-2 Warrants, the "Existing Warrants") exercisable for up to an aggregate of 2,105,265 shares of Common Stock, which warrants were originally issued by the Company on November 5, 2024, and March 5, 2025, respectively. The Existing Warrants have an exercise price of $1.00 per share.

Pursuant to the Inducement Letter, the Holder agreed to exercise the Existing Warrants for cash at a reduced exercise price of $0.67 per share in consideration of the Company's agreement to issue the Holder new warrants to purchase up to a number of shares of Common Stock equal to 200% of the number of shares of Common Stock issued pursuant to such Holder's exercise of Existing Warrants, comprised of new Series A-4 warrants to purchase up to 6,124,930 shares of Common Stock (the "Inducement Warrants" and the shares of Common Stock underlying the Inducement Warrants, the "Inducement Warrant Shares") with an exercise term of 5 years from the initial exercise date. The initial exercise date of the Inducement Warrants is the Stockholder Approval Date (as defined below), and the exercise price thereof is $0.67 per share.

The Company entered into a financial advisory agreement (the "Financial Advisory Agreement") with A.G.P./Alliance Global Partners ("AGP") to act as its financial advisor in connection with the transactions summarized above. Pursuant to the Financial Advisory Agreement, the Company will pay AGP a cash fee of 6.5% of the aggregate gross proceeds.

If all of the Existing Warrants are exercised in full, the Company will receive aggregate gross proceeds of approximately $2.05 million (the "Warrant Inducement"). The Company intends to use the net proceeds for working capital and general corporate purposes.

The issuance of the Inducement Warrant Shares is subject to stockholder approval under applicable rules and regulations of The Nasdaq Stock Market LLC, to the extent required by such rules and regulations ("Stockholder Approval" and the date on which Stockholder Approval is received and deemed effective, the "Stockholder Approval Date"). The Company has agreed to convene a stockholders' meeting on or before the 120th day following the completion of the Warrant Inducement to approve the issuance of the Inducement Warrant Shares, if required.

The Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) on or before August 8, 2025, to register the resale of the Inducement Warrant Shares and to use commercially reasonable efforts to cause such registration statement to become effective within 120 days of its initial filing.

The resale of the shares of Common Stock issuable upon exercise of the Existing Warrants are registered pursuant to effective registration statements (File Nos. 333-283993 and 333-286396), declared effective by the U.S. Securities and Exchange Commission on December 26, 2024, and April 9, 2025, respectively.

The Inducement Letter, Financial Advisory Agreement, and form of Inducement Warrant are attached as Exhibits 10.1, 10.2, and 4.1, respectively. The description of the terms of the Inducement Letter, the Financial Advisory Agreement, and the Inducement Warrants is not intended to be complete and is qualified in its entirety by reference to such exhibits. The Inducement Letter contains customary representations, warranties and covenants by the Company which were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), available under Section 4(a)(2). The issuance of neither 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. The description of the Inducement Warrants under Item 1.01 of this Form 8-K is incorporated by reference herein.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.