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United States securities and exchange commission logo
February 10, 2023
Peter Wolfe
Chief Financial Officer
ZyVersa Therapeutics, Inc.
2200 N. Commerce Parkway , Suite 208
Weston , FL 33326
Re: ZyVersa
Therapeutics, Inc.
Registration
Statement on Form S-1
Filed January 27,
2023
File No. 333-269442
Dear Peter Wolfe :
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1 filed January 27, 2023
Cover Page
1. Please revise your
heading on the cover page to also list the shares of common stock
issuable upon the
exercise of the warrants. In this regard, we note your statements
throughout the
prospectus that these underlying shares are also being registered pursuant
to the registration
statement.
2. We note that your
placement agents will sell your common stock and accompanying
warrants on a "best
efforts" basis. Please revise the cover page to provide all information
required by Item
501(b)(8)(ii) and (iii) of Regulation S-K. Also, please tell us how the
following disclosure on
the cover page, and similar disclosure on page 149, is consistent
with a best-efforts
offering: "The delivery of the shares of Common Stock, the pre-funded
warrants and the
warrants to purchasers is expected to be made on or about [ ], 2023." In
Peter Wolfe
FirstName LastNamePeter
ZyVersa Therapeutics, Inc.Wolfe
Comapany10,
February NameZyVersa
2023 Therapeutics, Inc.
February
Page 2 10, 2023 Page 2
FirstName LastName
the event the offering will not remain open for an extended period of
time, please clarify.
3. Please revise the cover page to clearly state that this is a best
efforts offering with no
minimum and that your placement agents may not sell the entire amount
of common stock
being offered.
4. We note your disclosure on the cover page that your offering of common
shares and
accompanying warrants will be at an "assumed" combined public offering
price. Please
tell us whether you plan to amend prior to effectiveness to include
the final offering price
as opposed to an assumed offering price. Also, please revise your
cover page to disclose
that the combined public offering price per share and accompanying
warrant will be fixed
for the duration of this offering.
5. Please revise your cover page to highlight your intention to use
approximately $10.4
million of the net proceeds from your offering to redeem all of the
PIPE Shares sold
immediately prior to the closing of the Business Combination at 120%
of the issue price.
Please also explain, if true, that only net proceeds received in
excess of this amount will
be available for working capital and other general corporate purposes.
In making your
revisions, state the difference between 1) the aggregate amount
received from the sale of
the PIPE Shares immediately prior to the closing date of the Business
Combination, and 2)
the aggregate repurchase price of the PIPE shares.
Use of Proceeds, page 57
6. We note your intention to use approximately $10.4 million of the net
proceeds of the
offering to redeem all of the PIPE Shares. However, we also note that
this is a best efforts
offering with no minimum offering amount. Please revise your
disclosure to explain how
proceeds will be allocated in the event you raise less than the full
$10.4 million required to
redeem all PIPE Shares.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 119
7. Please revise your liquidity and capital resources discussion to note
the following: 1) that
approximately 99% of the then-outstanding shares of Larkspur Class A
common stock
redeemed their shares in connection with the Business Combination; (2)
the unlikelihood
that the company will receive significant proceeds from exercises of
the public warrants
because of the disparity between the exercise price and the current
trading price of the
Class A Common Stock; and (3) your intended use of $10.4 million of
the offering
proceeds to redeem all of the PIPE shares . In addition, discuss the
effect of this offering
on the company s ability to raise additional capital.
Peter Wolfe
ZyVersa Therapeutics, Inc.
February 10, 2023
Page 3
PIPE Transactions and Related Agreements
PIPE Registration Rights Agreement, page 153
8. Your statement on page 153 that "this registration statement" was filed
to cover the resale
of all the shares of common stock issuable upon conversion or exercise of
the PIPE Shares
and the PIPE warrants is not consistent with the remainder of the
prospectus, which relates
to a primary best efforts offering. Please reconcile.
General
9. Where appropriate, revise the prospectus to discuss why you intend to
exercise your right
to redeem the PIPE Shares and the associated risks such redemption may
pose to other
shareholders given your liquidity and capital resources discussion. For
example, discuss
how the redemption of the PIPE Shares would impact the cash you have
available for
other purposes and to execute your business strategy, and how the
repurchase of the PIPE
Shares could impact the market price of the company's common stock.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Lauren Hamill at 303-844-1008 or Laura Crotty at
202-551-7614 with any
other questions.
Sincerely,
FirstName LastNamePeter Wolfe
Division of
Corporation Finance
Comapany NameZyVersa Therapeutics, Inc.
Office of Life
Sciences
February 10, 2023 Page 3
cc: Jared Kelly
FirstName LastName