ZyVersa Therapeutics Faces Nasdaq Delisting Warning

TL;DR

Nasdaq's threatening to kick ZyVersa off the exchange for low stock price, giving them 180 days to fix it.

AI Summary

ZyVersa Therapeutics, Inc. announced on March 6, 2024, that it received a notice from the Nasdaq Stock Market indicating non-compliance with listing rules. The company has been notified that it is not in compliance with the minimum bid price requirement of $1.00 per share, as its closing bid price has been below $1.00 for 30 consecutive business days. ZyVersa has 180 calendar days to regain compliance.

Why It Matters

This delisting warning could significantly impact ZyVersa's stock liquidity and investor confidence, potentially affecting its ability to raise capital for its pharmaceutical development.

Risk Assessment

Risk Level: high — The company is at high risk of being delisted from the Nasdaq, which would severely impact its stock's liquidity and market perception.

Key Numbers

• $1.00 — Minimum Bid Price (The closing bid price has been below this for 30 consecutive business days, triggering the non-compliance notice.)
• 180 days — Compliance Period (The timeframe ZyVersa has to regain compliance with Nasdaq's listing rules.)

Key Players & Entities

• ZyVersa Therapeutics, Inc. (company) — Registrant
• Nasdaq Stock Market (company) — Exchange where the company is listed
• March 6, 2024 (date) — Date of the notice
• $1.00 (dollar_amount) — Minimum bid price requirement
• 180 calendar days (date) — Compliance period

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ZVSA The Nasdaq Capital M
• $1.00 — ment to maintain a minimum bid price of $1.00 per share for continued listing on the
• $1 — ding price of the Common Stock to above $1.00, causing the Staff to determine that

Filing Documents

• form8-k.htm (8-K) — 44KB
• 0001493152-24-009437.txt ( ) — 217KB
• zvsa-20240306.xsd (EX-101.SCH) — 3KB
• zvsa-20240306_lab.xml (EX-101.LAB) — 33KB
• zvsa-20240306_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 ZYVERSA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41184 86-2685744 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 2200 N. Commerce Parkway , Suite 208 Weston , Florida 33326 (Address of principal executive offices) (Zip Code) (754) 231-1688 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbols Name of each exchange on which registered Common Stock, par value $0.0001 per share ZVSA The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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 pursuant to Section 13(a) of the Exchange Act. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 6, 2024, ZyVersa Therapeutics, Inc. (the " Company ") received a Letter of Reprimand (the " Letter ") from the staff (the " Staff ") of the Nasdaq Stock Market (the " Nasdaq ") in accordance with Nasdaq's Listing Rule 5810(c)(4). The Staff has determined that the Company's July 2023 best-efforts public offering of its common stock (" Common Stock ") and warrants to purchase shares of the Common Stock (the " July 2023 Offering ") did not qualify as a "Public Offering" as defined in Nasdaq's Listing Rule IM-5635-3. Accordingly, because the July 2023 Offering was carried out at a price less than the "Minimum Price," as defined in Nasdaq's Listing Rule IM-5635(d) and the July 2023 Offering included Common Stock and warrants to purchase Common Stock in an amount greater than 20% of the then outstanding shares of Common Stock, the Company was required to obtain stockholder approval prior to the July 2023 Offering, pursuant to Nasdaq's Listing Rule 5635(d). The Staff also determined that the Company's repricing of certain warrants to purchase shares of Common Stock in connection with the July 2023 Offering were aggregated with the securities sold in the July 2023 Offering to increase the deemed discount of the July 2023 Offering below the "Minimum Price." Further, the Staff determined that the Company's subsequent repricing of warrants to purchase shares of Common Stock in September 2023 aggregated with the securities issued in the July 2023 Offering to further discount the offering price. The Company believed the July 2023 Offering qualified as a "Public Offering," as defined in Nasdaq's Listing Rule IM-5635-3. The Staff determined that it is appropriate to close the matters described above and issue the Letter. In coming to its conclusion, the Staff noted that the Company's failure to adhere to Nasdaq's continued listing standards did not appear to be the result of deliberate intent to avoid compliance. The Staff also noted that the Company believed the July 2023 Offering was in the Company's best interests and the Company had not demonstrated a prior pattern of non-compliance with Nasdaq stockholder approval rules. Following the issuance of the Letter no further action needs to be taken by the Company. Item 8.01 Other Events. As previously disclosed in the Company's Current Report on Form 8-K filed June 12, 2023, on June 9, 2023, the received a letter from the Staff indicating that, based upon the closing bid price of the Common Stock for the prior 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Global Market, as set forth in Nasdaq's Listing Rule 5550(a)(2) (the " Bid Price Deficiency "). The Company presented a plan of compliance to the Nasdaq Hearings Panel, which provided the Company unt

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