View:
United States securities and exchange commission logo
April 14, 2023
Peter Wolfe
Chief Financial Officer
ZyVersa Therapeutics, Inc.
2200 N. Commerce Parkway , Suite 208
Weston, FL 33326
Re: ZyVersa
Therapeutics, Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed April 5, 2023
File No. 333-269442
Dear Peter Wolfe:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 filed April 5,
2023
Cover Page
1. We note that the fifth
paragraph of the cover page states: "There is no arrangement for
funds to be received in
escrow, trust or similar arrangement." This statement is
inconsistent with your
revised disclosure in the sixth paragraph indicating that all investor
funds will be held in
escrow at Continental Stock Transfer & Trust until enough securities
have been sold to
redeem all of the PIPE Shares. Please reconcile these disclosures.
2. We note your statement
on the cover page that the offering will be completed no later than
two business days
following its commencement; however, we also note your statements
on page 6 that the
offering will continue through and until you sell at least $10.4 million
of securities and the
implication that you could choose to extend the offering if you do not
sell the amount
required to redeem the PIPE shares. Please revise your disclosure on the
Peter Wolfe
ZyVersa Therapeutics, Inc.
April 14, 2023
Page 2
cover page to clearly indicate the date the offering will end, at which
time funds held in
escrow would be returned if the minimum offering amount is not sold.
Refer to Item
501(b)(8)(iii) of Regulation S-K.
General
3. We note your disclsoure on page 133 that you and the placement agents
have agreed that
all funds received from the sale of the securities registered in this
offering will be
promptly deposited in a non-interest bearing escrow account maintained
by Continental Stock Transfer & Trust, as escrow agent for the investors
in the
offering. Please file the escrow agreement as an exhibit to your
registration statement or
tell us why you believe such agreement is not required to be filed. Refer
to Item
601(b)(10) of Regulation S-K.
You may contact Lauren Sprague Hamill at 303-844-1008 or Laura Crotty at
202-551-
7614 with any questions.
Sincerely,
FirstName LastNamePeter Wolfe
Division of
Corporation Finance
Comapany NameZyVersa Therapeutics, Inc.
Office of Life
Sciences
April 14, 2023 Page 2
cc: Jared Kelly
FirstName LastName