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United States securities and exchange commission logo
June 28, 2023
Stephen C. Glover
Chief Executive Officer
ZyVersa Therapeutics, Inc.
2200 N. Commerce Parkway, Suite 208
Weston, FL 33326
Re: ZyVersa
Therapeutics, Inc.
Registration
Statement on Form S-1
Filed June 15, 2023
File No. 333-272657
Dear Stephen C. Glover:
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 June 15, 2023
Cover Page
1. Please revise your
cover page to disclose the date that the offering will end. Refer to Item
501(b)(8)(iii) of
Regulation S-K.
2. We note your disclosure
that there is no minimum number of shares of securities or
minimum aggregate
amount of proceeds that is a condition for this offering to close and
that you may sell fewer
than all of the securities offered, which may significantly reduce
the amount of proceeds
received by you, and investors in this offering will not receive a
refund if you do not
sell all of the securities offered. We also note your disclosure that
because there is no
escrow account and no minimum number of securities or amount of
proceeds, investors
could be in a position where they have invested in you, but you have
not raised sufficient
proceeds in this offering to adequately fund the intended uses of the
Stephen C. Glover
ZyVersa Therapeutics, Inc.
June 28, 2023
Page 2
proceeds as described in the prospectus. Please revise your
registration statement to make
similar disclosures in the Prospectus Summary and Use of Proceeds
sections.
3. We note your disclosure on page 6 that you may use a portion of the
net proceeds of this
offering to "redeem the remaining PIPE Shares pursuant to the Series A
Certificate of
Designation." We also note your disclosure on page 50 that as a result
of the recently
completed Best Efforts Offering, you redeemed "substantially all of
the PIPE Shares in
accordance with the Series A Certificate of Designation." Please
revise your cover page
to disclose that you may use a portion of the net proceeds of this
offering to redeem the
remaining PIPE Shares pursuant to the Series A Certificate of
Designation, that the floor
price of the PIPE Shares was reset to the applicable floor price of
$2.00 and that, to the
extent the market price of your common stock is above the floor price,
the holders of such
securities could be redeemed at a profit. Please also disclose here
and elsewhere, as
appropriate, the number of PIPE Shares that are currently outstanding
that could be
redeemed using the net proceeds of this offering.
Post Business Combination Related Party Transactions
Private Placement, page 136
4. We note your disclosure that on June 5, 2023, you issued an aggregate
of 3,044,152 shares
of common stock to certain members of the Sponsor in exchange for
increasing the
duration of their lockup period with respect to all securities of the
company owned by
such members. Please revise your disclosure to describe the material
terms of this
transaction, including the length of the extended lockup period and
the total number of
shares that the lockup period applies to. Additionally, to the extent
material, please
disclose the reason for the extension of the lockup period and whether
the members of the
Sponsor will have a lower cost basis in the shares of common stock
than investors in this
offering.
Exhibits
FirstName LastNameStephen C. Glover
Comapany
5. NameZyVersa
Please file the form Therapeutics, Inc.form of pre-funded warrants, and
the agreement with
of warrants, the
your
June 28, placement
2023 Page 2 agent for this offering as exhibits to your registration
statement.
FirstName LastName
Stephen C. Glover
FirstName LastNameStephen
ZyVersa Therapeutics, Inc. C. Glover
Comapany
June NameZyVersa Therapeutics, Inc.
28, 2023
June 28,
Page 3 2023 Page 3
FirstName LastName
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 Joshua Gorsky at 202-551-7836 or Laura Crotty at
202-551-7614 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: John D. Hogoboom, Esq.