ZyVersa Therapeutics Inc 2025年度报告

FORM 10-K (Mark One) For the fiscal year ended December 31, 2025 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to_________ ZYVERSA THERAPEUTICS, INC.(Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) 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 shorterperiod that the registrant 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 such shorter 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“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes:☐No:☒ 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 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 officersduring the relevant recovery period pursuant to §240.10D-1(b).☐ *The Company’s common stock is quoted on the OTCQB® Venture Market under the symbol “ZVSA.” As of June 30, 2025, 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 ofthe registrant (based upon the closing sales price of $0.68 for such shares on the Nasdaq Capital Market on June 30, 2025) was approximately $3.3 million. For purposes of calculating the aggregatemarket value of shares 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 greaterstockholders. In the case of 5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholdersexercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed to constitute an admission that all executiveofficers, directors, and 5% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further informationconcerning shareholdings of our officers, directors, and principal stockholders is included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K. As of March 25, 2026, the number of shares outstanding of the registrant’s common stock, $0.0001 par value per share, was 8,095,921. PagePART I51.Business51A.Risk Factors321B.Unresolved Staff Comments321C.Cybersecurity332.Properties333.Legal Proceedings334.Mine Safety Disclosures33PART II345.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities346.Reserved347.Management’s Discussion and Analysis of Financial Condition and Results of Operations357A.Quantitative and Qualitative Disclosures About Market Risk438.Financial Statements and Supplementary Data439.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure439A.Controls and Procedures449B.Other Information449C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections44PART III4510.Directors, Executive Officers and Corporate Governance4511.Executive Compensation4812.Security Ownership of Certain Beneficial Owners a