Note 8 – Subsequent Events

Warrant Inducement Offer

On July 8, 2025, the Company entered into a warrant exercise inducement offer letter agreement (the “Inducement Letter”) with a holder (the “Holder”) of (i) outstanding Series A-2 common stock purchase warrants, as amended (the “Series A-2 Warrants”), exercisable for up to an aggregate of 957,200 shares of the Company’s common stock, and (ii) Series A-3 common stock purchase warrants (the “Series A-3 Warrants” and together with the Series A-2 Warrants, the “Existing Warrants”) exercisable for up to an aggregate of 2,105,265 shares of common stock, which warrants were originally issued by the Company on November 5, 2024 and March 5, 2024, respectively. The Existing Warrants had an exercise price of $1.00 per share.

The Holder agreed to exercise the Existing Warrants for gross proceeds $2.05 million at a reduced exercise price of $0.67 per share in consideration of the Company’s agreement to issue the 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 the Holder’s exercise of Existing Warrants, comprised of new Series A-4 warrants to purchase up to 6,124,930 shares of common stock (the “Inducement Warrants”). The Inducement Warrants are exercisable upon stockholder approval at an exercise price of $0.67 per share and will expire on the fifth anniversary of the date on which stockholder approval is obtained.

Nasdaq Stock Market LLC (“Nasdaq”) Delisting

On July 15, 2025, the Company received a determination letter (the “Letter”) from Nasdaq indicating that the Nasdaq Hearings Panel (the “Panel”) has determined to deny the Company’s request to continue our listing on The Nasdaq Capital Market. Trading of the Company’s common stock was suspended at the open of trading on July 17, 2025. Our common stock began trading on the OTCQB® Venture Market on July 28, 2025, under the symbol “ZVSA.”