First Wave BioPharma Inc (FWBI)

[TheFinalCD]

On September 13, 2023, ZyVersa Therapeutics, Inc. (the “Company”) entered into a warrant exercise inducement offer letter (the “Inducement Letter”) with a holder (the “Holder”) of warrants to purchase shares of the Company’s common stock (the “Existing Warrants”) pursuant to which the Holder agreed to exercise for cash their Existing Warrants to purchase up to 12,121,213 shares of the Company’s common stock, at a Reduced Exercise Price (as defined below) during the period from September 13, 2023 until 5:30 p.m., Eastern Time, on September 18, 2023 (the “Reduced Price Exercise Period”), in exchange for the Company’s agreement to issue new warrants (the “Inducement Warrants”) on substantially the same terms as the Existing Warrants as described below, to purchase up to 12,121,213 shares of the Company’s common stock (the “Inducement Warrant Shares”). Pursuant to the Inducement Letter, upon the exercise of any Existing Warrants, the reduced exercise price for such Existing Warrants during the Reduced Price Exercise Period shall be the lower of (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the day of an exercise of Existing Warrants; or (ii) the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the five (5) Trading Days immediately preceding the day of an exercise of Existing Warrants (the “Reduced Exercise Price”).