UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to_________

Commission File Number: 001-41184

ZYVERSA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

86-2685744

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

2200 N. Commerce Parkway, Suite 208

Weston, FL 33326

33326

(Address of principal executive offices)

(Zip Code)

(754) 231-1688

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		ZVSA		*

Indicate by check mark whether 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 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 (§232.405 of this chapter) 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.

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 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: ☒

The Company’s common stock is quoted on the OTCQB® Venture Market under the symbol “ZVSA.”

As of November 17, 2025, the number of shares outstanding of the registrant’s common stock, $0.0001 par value per share, was 8,095,921.

ZYVERSA THERAPEUTICS, INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PART I - FINANCIAL INFORMATION	1

Item 1. Financial Statements.	1

Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	1

Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024	2

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Three and Nine Months Ended September 30, 2025 and 2024	3

Unaudited Condensed Consolidated Statements of Cash Flows for the Three and Nine Months Ended September 30, 2025 and 2024	5

Notes to Unaudited Condensed Consolidated Financial Statements	6

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.	19

ITEM 4. Controls and Procedures.	19

PART II - OTHER INFORMATION	20

ITEM 1. Legal Proceedings.	20

ITEM 1A. Risk Factors.	20

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.	20

ITEM 3. Defaults Upon Senior Securities.	20

ITEM 4. Mine Safety Disclosures.	20

ITEM 5. Other Information.	20

ITEM 6. Exhibits.	21

SIGNATURES	22

ZYVERSA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2025			2024
		(Unaudited)
Assets

Current Assets:
Cash	$	527,978		$	1,530,924
Prepaid expenses and other current assets		298,192			184,873
Vendor deposits		169,363			-
Total Current Assets		995,533			1,715,797

In-process research and development		-			18,647,903
Vendor deposits		-			178,476
Deferred offering costs		44,727			57,238

Total Assets	$	1,040,260		$	20,599,414

Liabilities and Stockholders’ (Deficit) Equity

Current Liabilities:
Accounts payable	$	9,805,129		$	9,337,267
Accrued expenses and other current liabilities		2,960,698			1,894,041
Total Current Liabilities		12,765,827			11,231,308
Deferred tax liability		-			851,659
Total Liabilities		12,765,827			12,082,967

Commitments and contingencies (Note 7)		-			-

Stockholders’ (Deficit) Equity:
Preferred stock, $0.0001 par value, 1,000,000 shares authorized:
Series A preferred stock, 8,635 shares designated, 50 shares issued and outstanding as of September 30, 2025 and December 31, 2024		-			-
Series B preferred stock, 5,062 shares designated, 5,062 shares issued and outstanding as of September 30, 2025 and December 31, 2024		1			1
Preferred stock		1			1
Common stock, $0.0001 par value, 250,000,000 shares authorized; 8,095,928 and 2,508,198 shares issued as of September 30, 2025 and December 31, 2024, respectively, and 8,095,921 and 2,508,191 shares outstanding as of September 30, 2025 and December 31, 2024, respectively		809			251
Common stock		809			251
Additional paid-in-capital		125,187,156			121,155,922
Accumulated deficit		(136,906,365	)		(112,632,559	)
Treasury stock, at cost, 7 shares at September 30, 2025 and December 31, 2024		(7,168	)		(7,168	)
Total Stockholders’ (Deficit) Equity		(11,725,567	)		8,516,447

Total Liabilities and Stockholders’ (Deficit) Equity	$	1,040,260		$	20,599,414

The accompanying notes are an integral part of these condensed consolidated financial statements.

ZYVERSA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Operating Expenses:
Research and development	$	365,053		$	436,043		$	1,033,865		$	1,658,030
General and administrative		1,739,174			1,833,578			5,259,064			6,192,205
Impairment of in-process research and development		18,647,903			-			18,647,903			-
Total Operating Expenses		20,752,130			2,269,621			24,940,832			7,850,235

Loss From Operations		(20,752,130	)		(2,269,621	)		(24,940,832	)		(7,850,235	)

Other (Income) Expense:
Interest expense		131,350			131,635			380,946			131,794
Change in fair value of equity payable		(226,262	)		-			(196,313	)		-

Pre-Tax Net Loss		(20,657,218	)		(2,401,256	)		(25,125,465	)		(7,982,029	)
Income tax benefit (provision)		851,659			-			851,659			(9,707	)
Net Loss	$	(19,805,559	)	$	(2,401,256	)	$	(24,273,806	)	$	(7,991,736	)

Net Loss Per Share
- Basic and Diluted	$	(2.56	)	$	(2.43	)	$	(4.63	)	$	(9.79	)

Weighted Average Number of Common Shares Outstanding
- Basic and Diluted		7,740,678			988,378			5,237,544			816,293

The accompanying notes are an integral part of these condensed consolidated financial statements.

ZYVERSA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

For The Three and Nine Months Ended September 30, 2025 and 2024

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Equity
	For the Three and Nine Months Ended September 30, 2025
	Series A				Series B														Additional						Total Stockholders’
	Preferred Stock				Preferred Stock				Common Stock				Treasury Stock						Paid-In			Accumulated			(Deficit)
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Equity


Balance - December 31, 2024		50	$	-		5,062	$	1		2,508,198	$	251		(7	)	$	(7,168	)	$	121,155,922		$	(112,632,559	)	$	8,516,447
																										-
Issuance of common stock pursuant to vendor agreements		-		-		-		-		60,000		6		-			-			81,594			-			81,600
Private placement of warrants ^[1]		-		-		-		-		-		-		-			-			1,663,052			-			1,663,052
Warrant modification		-		-		-		-		-		-		-			-			53,890			-			53,890
Stock-based compensation		-		-		-		-		-		-		-			-			72,291			-			72,291
Net loss		-		-		-		-		-		-		-			-			-			(2,256,930	)		(2,256,930	)
Balance - March 31, 2025		50		-		5,062		1		2,568,198		257		(7	)		(7,168	)		123,026,749			(114,889,489	)		8,130,350

Issuance of common stock pursuant to vendor agreements		-		-		-		-		200,000		20		-			-			128,780			-			128,800
Exercise of pre-funded warrants		-		-		-		-		2,105,265		210		-			-			-			-			210
Private placement of warrants additional offering costs		-		-		-		-		-		-		-			-			(7,468	)		-			(7,468	)
Stock-based compensation		-		-		-		-		-		-		-			-			59,199			-			59,199
Net loss		-		-		-		-		-		-		-			-			-			(2,211,317	)		(2,211,317	)
Balance - June 30, 2025		50		-		5,062		1		4,873,463		487		(7	)		(7,168	)		123,207,260			(117,100,806	)		6,099,774

Issuance of common stock pursuant to vendor agreements		-		-		-		-		160,000		16		-			-			29,584			-			29,600
Warrant inducement offer - exercise proceeds ^[2]		-		-		-		-		3,062,465		306		-			-			113,568			-			113,874
Warrant modification		-		-		-		-		-		-		-			-			1,762,756			-			1,762,756
Stock-based compensation		-		-		-		-		-		-		-			-			73,988			-			73,988
Net loss		-		-		-		-		-		-		-			-			-			(19,805,559	)		(19,805,559	)
Balance - September 30, 2025		50	$	-		5,062	$	1		8,095,928	$	809		(7	)	$	(7,168	)	$	125,187,156		$	(136,906,365	)	$	(11,725,567	)

	For the Three and Nine Months Ended September 30, 2024
	Series A				Series B														Additional						Total
	Preferred Stock				Preferred Stock				Common Stock				Treasury Stock						Paid-In			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Equity


Balance - December 31, 2023		50	$	-		5,062	$	1		405,212	$	40		(7	)	$	(7,168	)	$	114,300,849		$	(103,219,124	)	$	11,074,598

Exercise of warrants		-		-		-		-		213,800		21		-			-			2,672,479			-			2,672,500
Exercise of pre-funded warrants		-		-		-		-		131,481		13		-			-			(13	)		-			-
Issuance of common stock pursuant to vendor agreements		-		-		-		-		9,000		1		-			-			79,199			-			79,200
Round up share adjustment due to reverse split		-		-		-		-		75,410		8		-			-			(8	)		-			-
Stock-based compensation		-		-		-		-		-		-		-			-			223,573			-			223,573
Net loss		-		-		-		-		-

SEC Form 10-Q filed by ZyVersa Therapeutics Inc.