Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 27, 2026, ZyVersa Therapeutics, Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain accredited investors (the "Purchasers"), pursuant to which the Company issued and sold to the Purchasers convertible promissory notes in an aggregate principal amount of $1 million (the "Notes") and Series A-4 Common Stock Purchase Warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"). The closing of the private placement occurred on February 27, 2026.

The Notes bear interest at a rate of 10% per annum (compounded annually), with interest accruing on the unpaid principal amount and payable on the maturity date. The Notes mature on the date that is twelve months from the date of issuance. The Notes are convertible into shares of Common Stock at a conversion price equal to (i) 80% of the price per share paid in a Qualified Offering, upon its occurrence (as defined in the Notes), or (ii) 80% of the lowest daily volume-weighted average price of the Common Stock during the 10 trading days prior to delivery of a conversion notice that occurs following the earlier of (x) six months after the issuance date or (y) an Event of Default (as defined in the Notes). This share price is subject to a floor price of $0.02 per share.

The Warrants are exercisable beginning on the six-month anniversary of their issuance (the "Initial Exercise Date"), and expire on the five-year anniversary of the issuance date. The exercise price of the Warrants is equal to (i) 110% of the price per share paid in a Qualified Offering that occurs by the Initial Exercise Date, or (ii) 110% of the volume-weighted average price for the five-trading-day period beginning on the 181st day and ending on the 185th day after the issuance date if a Qualified Offering has not occurred by the Initial Exercise Date. The number of shares of Common Stock issuable upon exercise of each Warrant is calculated by dividing 50% of the applicable Purchaser's subscription amount by the exercise price. The Warrants contain standard anti-dilution adjustments, including adjustments for stock dividends, stock splits, and certain fundamental transactions.

The Securities Purchase Agreement contains customary representations, warranties, and covenants of the Company and the Purchasers. The Company has agreed to certain covenants, including (i) within six months of the issuance date, filing a resale registration statement covering the shares of Common Stock issuable upon conversion of the Notes, (ii) within 30 days of the Initial Exercise Date, filing a resale registration statement covering the shares of Common Stock issuable upon Warrant exercise, (iii) restrictions on redemption of, or payment of dividends on, the Company's securities while the Notes or Warrants are outstanding, and (iv) restrictions on variable rate transactions while the Notes are outstanding.

The obligations of the Company under the Notes are guaranteed by ZyVersa Therapeutics Operating, Inc., a wholly owned subsidiary of the Company.

The securities were offered and sold pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act"), contained in Section 4(a)(2) thereof and Regulation D thereunder. Each Purchaser represented to the Company that it is an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act. The Company did not engage in general solicitation or general advertising in connection with the offering. The Company intends to use the net proceeds from this offering for working capital purposes.

The foregoing descriptions of the Securities Purchase Agreement, the Notes, and the Warrants do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.1, 10.2, and 4.1, respectively, and incorporated herein by reference.