SEC Comment Letter 0000000000-23-004030 to ZyVersa Therapeutics, Inc. (ZVSA)
ZyVersa Therapeutics, Inc.
Date: April 21, 2023 · CIK: 0001859007 · Accession: 0000000000-23-004030
AI Filing Summary & Sentiment
File numbers found in text: 333-268934
Letter
United States securities and exchange commission logo April 21, 2023 Stephen C. Glover Chief Executive 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 12, 2023 File No. 333-268934 Dear Stephen C. Glover: 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. Unless we note otherwise, our references to prior comments are to comments in our February 10, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1, Filed April 12, 2023 Coverpage 1.Please revise the fourth paragraph of the coverpage, as applicable, to clarify that the reset provision is based on the price that your shares will be sold in your best efforts offering as opposed to the price in "this offering."
FirstName LastNameStephen C. Glover Comapany NameZyVersa Therapeutics, Inc. April 21, 2023 Page 2 FirstName LastName Stephen C. Glover ZyVersa Therapeutics, Inc. April 21, 2023 Page 2 General 2.We note your response to prior comment 4 and your revised disclosure on page 60 regarding the interaction between this registration statement and your other "contemplated offering," the proceeds of which will be used to redeem the PIPE Shares at 120% of the issue price. We reissue our comment in part. Please carry this disclosure throughout the prospectus in all places in which you discuss the potential profit per PIPE share.
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: Jared Kelly
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United States securities and exchange commission logo
April 21, 2023
Stephen C. Glover
Chief Executive 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 12, 2023
File No. 333-268934
Dear Stephen C. Glover:
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. Unless we note
otherwise, our references to prior comments are to comments in our February 10, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1, Filed April 12, 2023
Coverpage
1.Please revise the fourth paragraph of the coverpage, as applicable, to clarify that the reset
provision is based on the price that your shares will be sold in your best efforts offering as
opposed to the price in "this offering."
FirstName LastNameStephen C. Glover
Comapany NameZyVersa Therapeutics, Inc.
April 21, 2023 Page 2
FirstName LastName
Stephen C. Glover
ZyVersa Therapeutics, Inc.
April 21, 2023
Page 2
General
2.We note your response to prior comment 4 and your revised disclosure on page 60
regarding the interaction between this registration statement and your other "contemplated
offering," the proceeds of which will be used to redeem the PIPE Shares at 120% of the
issue price. We reissue our comment in part. Please carry this disclosure throughout the
prospectus in all places in which you discuss the potential profit per PIPE share.
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: Jared Kelly