Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On November 5, 2024, ZyVersa Therapeutics, Inc. (the "Company") entered into a warrant exercise inducement offer letter agreement (the "Inducement Letter") with certain holders (the "Holders") of (i) outstanding Series A Common Stock purchase warrants (the "Series A Warrants") exercisable for up to an aggregate of 199,950 shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), (ii) Series B Common Stock purchase warrants (the "Series B Warrants") exercisable for up to an aggregate of 139,950 shares of Common Stock, (iii) Series A-1 Common Stock purchase warrants (the "Series A-1 Warrants") exercisable for up to an aggregate of 392,000 shares of Common Stock, and (iv) Series B-1 Common Stock purchase warrants (the "Series B-1 Warrants") exercisable for up to an aggregate of 86,600 shares of Common Stock (collectively, the "Existing Warrants"), which Existing Warrants were issued by the Company on December 11, 2023 and August 2, 2024. The Series A Warrants and the Series B Warrants are exercisable at an exercise price of $12.50 per share and the Series A-1 Warrants and the Series B-1 Warrants are exercisable at an exercise price of $3.46 per share.

Pursuant to the Inducement Letter, the Holders agreed to exercise the Existing Warrants for cash at a reduced exercise price of $2.06 per share in consideration of the Company's agreement to issue each Holder new warrants to purchase up to a number of shares of Common Stock equal to 200% of the number of shares of Common Stock issued pursuant to such Holders' exercise of Existing Warrants, comprised of new Series A-2 warrants to purchase up to 1,637,000 shares of Common Stock (the "Inducement Warrants") with an exercise term of 5 years from the initial exercise date. The initial exercise date of the Inducement Warrants is the Stockholder Approval Date (as defined below), and the exercise price thereof is $2.06 per share.

The Company entered into a financial advisory agreement (the "Financial Advisory Agreement") with A.G.P./Alliance Global Partners ("AGP") to act as its financial advisor in connection with the transactions summarized above. Pursuant to the Financial Advisory Agreement, the Company will pay AGP a $110,000 cash fee. Additionally, the Company agreed to reimburse AGP for non-accountable expenses up to $10,000.

If all of the Existing Warrants are exercised in full, the Company will receive aggregate gross proceeds of approximately $1.7 million (the "Warrant Inducement"). The Company intends to use the net proceeds for working capital and general corporate purposes.

The issuance of the shares of Common Stock underlying the Inducement Warrants is subject to stockholder approval under applicable rules and regulations of The Nasdaq Stock Market LLC, to the extent required by such rules and regulations ("Stockholder Approval" and the date on which Stockholder Approval is received and deemed effective, the "Stockholder Approval Date"). The Company has agreed to convene a stockholders' meeting on or before the 120^th day following the completion of the Warrant Inducement to approve the issuance of Common Stock upon exercise of the Inducement Warrants, if required.

The Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) on or before December 20, 2024, to register the resale of the shares of Common Stock (the "Inducement Warrant Shares") underlying the Inducement Warrants and to use commercially reasonable efforts to cause such registration statement to become effective within 120 days of its initial filing.

The Inducement Letter, Financial Advisory Agreement, and form of Inducement Warrant are attached as Exhibits 10.1, 10.2, and 4.1, respectively. The description of the terms of the Inducement Letter, the Financial Advisory Agreement, and the Inducement Warrants is not intended to be complete and is qualified in its entirety by reference to such exhibits. The Inducement Letter contains customary representations, warranties and covenants by the Company which were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.