ZyVersa Therapeutics Inc 2024年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024OR Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes:☐No:☒ Indicate by check mark if the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes:☒No:☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). Yes:☒No:☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issuedfinancial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes:☐No:☒ As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of shares of the registrant’s common stock held by non-affiliates of theregistrant (based upon the closing sales price of $3.76 for such shares on the Nasdaq Capital Market on June 28, 2024) was approximately $3.1 million. For purposes of calculating the aggregate market value ofshares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors, and 5% or greater stockholders. In the case of5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise any control over our company, orunless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors, and 5% or greater stockholders are, infact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our officers, directors, and principalstockholders is included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K. As of March 20, 2025, the number of shares outstanding of the registrant’s common stock, $0.0001 par value per share, was 2,568,191. DOCUMENTS INCORPORATED BY REFERENCE PagePART I51.Business51A. Risk Factors391B. Unresolved Staff Comments871C. Cybersecurity882.Properties883.Legal Proceedings884.Mine Safety Disclosures88PART II895.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities896.Reserved897.Management’s Discussion and Analysis of Financial Condition and Results of Operations907A. Quantitative and Qualitative Disclosures About Market Risk1008.Financial Statements and Supplementary Data1009.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure1009A. Controls and Procedures1009B. Other Information1009C. Disclosure Regardin