SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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This Amendment No. 1 is being filed to update, supplement and disclose the final information with respect to the transaction and information previously described and provided in Item 1.01 and Item 3.02 of the previously filed Current Report on Form 8-K filed on September 14, 2023 (the “Original 8-K”). Defined terms used herein, and not otherwise defined, are as set forth in the Original 8-K and this Amendment No. 1 should be read in conjunction with the Original 8-K.
|Item 1.01.||Entry into a Material Definitive Agreement.|
As of September 14, 2023, the Holder exercised 7,121,213 shares of the Company’s common stock pursuant to the Existing Warrants at a reduced exercise price of $0.1357. As a result, the Company issued to the Holder, 7,121,213 shares of the Company’s common stock in the form of the Inducement Warrants, the terms of which are as previously described. The Company received gross proceeds of approximately $966,000 from the Holder’s exercise of the Existing Warrants. As previously disclosed, the Company engaged AGP to act as its financial advisor in connection with the transactions and as such AGP will receive 6% of the net proceeds, amounting to approximately $58,000.
|Item 3.02.||Unregistered Sales of Equity Securities.|
The Company issued the 7,121,213 Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2). Neither the issuance of 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.
|Item 9.01.||Financial Statements and Exhibits.|
|Exhibit No.||Description of Exhibit|
|4.1||Form of Inducement Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2023).|
|10.1||Form of Inducement Letter (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2023).|
|104||Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)|
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.
|ZyVersa Therapeutics, Inc.|
|September 20, 2023||By:||/s/ Stephen Glover|
|Title:||Chief Executive Officer|