ZyVersa Therapeutics (ZVSA) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 11, 2025, to be held virtually, with voting on five key proposals including director elections, auditor ratification, equity plan amendment, and approval of share issuances related to warrant exercises and a PIPE transaction.

• The company is a clinical-stage biopharmaceutical firm focused on renal and inflammatory diseases, advancing two proprietary drug platforms with clinical and preclinical programs targeting multiple indications.

• Forward-looking statements caution that actual results may differ due to risks and uncertainties, with reference to risk factors in the latest 10-K and subsequent filings.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors (Stephen C. Glover and Robert G. Finizio) for three-year terms.

• Proposal 2: Ratify CBIZ as independent registered public accounting firm for 2025, following its acquisition of Marcum’s attest business.

• Proposal 3: Approve amendment to 2022 Omnibus Equity Incentive Plan, increasing reserved shares by 100,000 to 382,122.

• Proposal 4: Approve issuance of up to 1,637,000 shares upon exercise of warrants from the November 2024 Warrant Inducement, as required by Nasdaq rules.

• Proposal 5: Approve issuance of up to 2,105,265 shares upon exercise of warrants from the March 2025 PIPE, as required by Nasdaq rules.

• All proposals require a majority of votes cast (excluding abstentions and broker non-votes), except director elections, which are by plurality.

Board of directors and corporate governance

• Board consists of five members, with a majority being independent under Nasdaq rules.

• Stephen C. Glover serves as Chairman, CEO, and President; board reviews the appropriateness of combining these roles.

• Board committees include audit, compensation, and nominating/corporate governance, each with written charters and independent membership.

• Board and committees actively oversee risk, including financial, operational, and ESG-related risks.

• No family relationships among directors or executive officers.