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United States securities and exchange commission logo
January 4, 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 December 21,
2022
File No. 333-268934
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 December 21, 2022
Cover Page
1. We note your disclosure
on page 64 that 7,667,029 shares of Class A Common Stock were
redeemed by Larkspur
s shareholders in connection with the business combination.
Please include this
information on the cover page expressed as a percentage.
2. For each of the shares
being registered for resale, disclose the price that the selling
securityholders paid
for such shares.
3. Disclose the exercise
prices of the PIPE Warrants and Public Warrants compared to the
market price of the
underlying securities. If the warrants are out the money, please
disclose the likelihood
that warrant holders will not exercise their warrants. Provide
similar disclosure in
the prospectus summary, risk factors, MD&A and use of proceeds
Stephen C. Glover
FirstName LastNameStephen
ZyVersa Therapeutics, Inc. C. Glover
Comapany
January NameZyVersa Therapeutics, Inc.
4, 2023
January
Page 2 4, 2023 Page 2
FirstName LastName
section and disclose that cash proceeds associated with the exercises
of the warrants are
dependent on the stock price. As applicable, describe the impact on
your liquidity and
update the discussion on the ability of your company to fund your
operations on a
prospective basis with your current cash on hand.
4. In light of the significant number of redemptions of your Class A
Common Stock in
connection with the business combination, the shares being registered
for resale appear to
constitute a considerable percentage of your public float. We also
note that most of the
shares being registered for resale were purchased by the selling
securityholders for prices
considerably below the current market price of the Class A Common
Stock. Please revise
your disclosure to highlight the significant negative impact sales of
shares being registered
pursuant to this registration statement could have on the public
trading price of the Class
A Common Stock.
Risk Factors, page 11
5. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the
public trading price of the
Class A Common Stock. To illustrate this risk, disclose the purchase
price of the
securities being registered for resale and the percentage that these
shares currently
represent of the total number of shares outstanding. Also disclose
that even though the
current trading price is significantly below the SPAC IPO price, the
private investors have
an incentive to sell because they will still profit on sales because
of the lower price that
they purchased their shares than the public investors.
Business
Overview, page 71
6. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
Common Stock, expand your discussion of capital resources to address
any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
7. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock.
General
8. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares being registered for resale. Highlight any differences in the
current trading price,
the prices that the Sponsor, private placement investors, PIPE
investors and other selling
securityholders acquired their shares and warrants, and the price that
the public
Stephen C. Glover
ZyVersa Therapeutics, Inc.
January 4, 2023
Page 3
securityholders acquired their shares and warrants. Disclose that while
the
Sponsor, private placement investors, PIPE investors and other selling
securityholders may experience a positive rate of return based on the
current trading price,
the public securityholders may not experience a similar rate of return on
the securities
they purchased due to differences in the purchase prices and the current
trading price.
Please also disclose the potential profit the selling securityholders
will earn based on the
current trading price. Lastly, please include appropriate risk factor
disclosure.
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,
FirstName LastNameStephen C. Glover
Division of
Corporation Finance
Comapany NameZyVersa Therapeutics, Inc.
Office of Life
Sciences
January 4, 2023 Page 3
cc: Jared Kelly
FirstName LastName