SEC Comment Letter 0000000000-23-003759 to ZyVersa Therapeutics, Inc. (ZVSA)
ZyVersa Therapeutics, Inc.
Date: April 14, 2023 · CIK: 0001859007 · Accession: 0000000000-23-003759
AI Filing Summary & Sentiment
File numbers found in text: 333-269442
Letter
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
FirstName LastNamePeter Wolfe Comapany NameZyVersa Therapeutics, Inc. April 14, 2023 Page 2 FirstName LastName 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, Division of Corporation Finance Office of Life Sciences cc: Jared Kelly
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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
FirstName LastNamePeter Wolfe
Comapany NameZyVersa Therapeutics, Inc.
April 14, 2023 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Life Sciences
cc: Jared Kelly