SEC Comment Letter 0000000000-23-012577 to ZyVersa Therapeutics, Inc. (ZVSA)
ZyVersa Therapeutics, Inc.
Date: Nov. 16, 2023 · CIK: 0001859007 · Accession: 0000000000-23-012577
AI Filing Summary & Sentiment
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File numbers found in text: 333-275320
Letter
United States securities and exchange commission logo November 16, 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 November 3, 2023 File No. 333-275320 Dear Stephen C. Glover: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form S-1 Cover Page 1.We note your disclosure that you have engaged A.G.P./Alliance Global Partners to act as your placement agent in a best efforts offering. Please revise your cover page to disclose the termination date of this offering or otherwise advise. See Item 501(b)(8)(iii) of Regulation S-K. Use of Proceeds, page 67 2.We note your disclosure that a portion of the proceeds will go to the holders of the Series B Shares. Please revise your disclosure here to indicate the order of priority for the use of proceeds in this offering. Refer to Instruction 1 of Item 504 of Regulation S-K. 3.Please revise your disclosure in this section and in the Prospectus Summary to explain why the holders of the Series B Shares will receive any proceeds from this offering. To
FirstName LastNameStephen C. Glover Comapany NameZyVersa Therapeutics, Inc. November 16, 2023 Page 2 FirstName LastName Stephen C. Glover ZyVersa Therapeutics, Inc. November 16, 2023 Page 2 the extent that the proceeds from this offering will be used to redeem the Series B Shares, please clarify whether such redemption will be made at 120% of the purchase price of the Series B Shares. Additionally, please specify whether AGP will receive proceeds from this offering as a holder of Series B Shares. 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 other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Faith L. Charles
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United States securities and exchange commission logo
November 16, 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 November 3, 2023
File No. 333-275320
Dear Stephen C. Glover:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note your disclosure that you have engaged A.G.P./Alliance Global Partners to act as
your placement agent in a best efforts offering. Please revise your cover page to disclose
the termination date of this offering or otherwise advise. See Item 501(b)(8)(iii) of
Regulation S-K.
Use of Proceeds, page 67
2.We note your disclosure that a portion of the proceeds will go to the holders of the Series
B Shares. Please revise your disclosure here to indicate the order of priority for the use of
proceeds in this offering. Refer to Instruction 1 of Item 504 of Regulation S-K.
3.Please revise your disclosure in this section and in the Prospectus Summary to explain
why the holders of the Series B Shares will receive any proceeds from this offering. To
FirstName LastNameStephen C. Glover
Comapany NameZyVersa Therapeutics, Inc.
November 16, 2023 Page 2
FirstName LastName
Stephen C. Glover
ZyVersa Therapeutics, Inc.
November 16, 2023
Page 2
the extent that the proceeds from this offering will be used to redeem the Series B Shares,
please clarify whether such redemption will be made at 120% of the purchase price of the
Series B Shares. Additionally, please specify whether AGP will receive proceeds from
this offering as a holder of Series B Shares.
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
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Faith L. Charles