ZyVersa Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual Meeting (as defined below) of ZyVersa Therapeutics, Inc. (the “Company”), stockholders approved an amendment and restatement of the Company’s 2022 Omnibus Equity Incentive Plan (as amended and restated, the “Amended and Restated Equity Incentive Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 100,000 shares to 382,122 shares.
The foregoing description of the Amended and Restated Equity Incentive Plan is qualified in its entirety by reference to the text of the Amended and Restated Equity Incentive Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 11, 2025, the Company held its 2025 annual meeting of stockholders (the “Annual Meeting”). On April 15, 2025, the record date for the Annual Meeting, there were 3,619,456 shares of the Company’s common stock outstanding and entitled to vote. Proxies were submitted by stockholders representing approximately 40% of the shares of the Company’s common stock outstanding and entitled to vote, which constituted a quorum. At the Annual Meeting, the Company’s stockholders voted on five Proposals, each of which is described in more detail in the proxy statement for the Annual Meeting.
The following is a brief description of each matter voted upon and the results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management’s solicitation.
Proposal No. 1. Election of Class III Directors.
With respect to Proposal No. 1, stockholders elected the Class III director nominees (Stephen C. Glover and Robert G. Finizio), each to hold office for a term of three years and until a successor is duly elected and qualified. The voting results were as follows:
| Director Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Stephen C. Glover | 365,401 | 122,094 | 959,217 | |||||||||
| Robert G. Finizio | 384,555 | 102,940 | 959,217 | |||||||||
Proposal No. 2. Ratification of Auditors.
With respect to Proposal No. 2, stockholders ratified the selection of CBIZ CPAs, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 1,305,570 | 40,391 | 100,751 | - | |||||||||||
Proposal No. 3. Approval of Amendment and Restatement of 2022 Omnibus Equity Incentive Plan.
With respect to Proposal No. 3, stockholders approved the Amended and Restated Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 100,000 shares to 382,122 shares. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 272,612 | 126,520 | 88,363 | 959,217 | |||||||||||
Proposal No. 4. Approval of Issuance of Shares of Common Stock Issuable Upon Exercise of Certain Warrants.
With respect to Proposal No. 4, stockholders approved the issuance of up to an aggregate of 1,637,000 shares of the Company’s common stock issuable upon the exercise of certain warrants to purchase the Company’s common stock issued in November 2024, in accordance with Nasdaq Listing Rule 5635(d). The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 271,782 | 127,143 | 88,570 | 959,217 | |||||||||||
Proposal No. 5. Approval of Issuance of Shares of Common Stock Issuable Upon Exercise of Certain Warrants.
With respect to Proposal No. 5, stockholders approved the issuance of up to an aggregate of 2,105,265 shares of the Company’s common stock issuable upon the exercise of certain warrants to purchase the Company’s common stock issued in March 2025, in accordance with Nasdaq Listing Rule 5635(d). The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 270,634 | 126,441 | 90,420 | 959,217 | |||||||||||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit No. |
Description | |
| 10.1 | Amended and Restated ZyVersa Therapeutics, Inc. 2022 Omnibus Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZYVERSA THERAPEUTICS, INC. | ||
| June 12, 2025 | By: | /s/ Stephen Glover |
| Name: | Stephen Glover | |
| Title: | Chief Executive Officer | |