SecProbe.io

CORRESP
1
filename1.htm

ZYVERSA THERAPEUTICS, INC.

2200 N. Commerce Parkway, Suite 208

Weston, FL 33326

(754) 231-1688

June 30, 2023

VIA EDGAR

Joshua Gorsky

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    ZyVersa Therapeutics, Inc.

    Registration Statement on Form S-1

    Filed June 15, 2023

    File No. 333-272657 (the
    “Registration Statement”)

Dear Mr. Gorsky:

ZyVersa
Therapeutics, Inc., a Delaware corporation (the “Company”), is hereby responding to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
received in a letter dated June 28, 2023, relating to the above-referenced Registration Statement. Where applicable, we make reference
to the Company’s Amendment No. 1 to its Registration Statement on Form S-1 being filed with the Commission today
(the “Amendment”). Capitalized terms not defined herein have the meanings ascribed to them in the Amendment.

Cover Page

Comment 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.

Response:

In response to the Staff’s comment, the Company
has revised the cover page to disclose the date that the offering will end.

Comment 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 proceeds as described in the prospectus.
Please revise your registration statement to make similar disclosures in the Prospectus Summary and Use of Proceeds sections.

Response:

In response
to the Staff’s comment, the Company has updated its disclosure in the Offering summary and Use of Proceeds sections.

Comment 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.

Response:

In response to the Staff’s comment, the Company
has revised the cover page to disclose that we 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 our common stock is above the floor price, the holders of such securities could be redeemed
at a profit. We have also disclosed on the cover page and on pages 6, 50, 53, 58 and 143, 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

Comment 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.

Response:

In response
to the Staff’s comment, the Company has revised its disclosure on page 136 to describe the material terms of the transaction, including
the length of the extended lockup period and the total number of shares that the lockup period applies to. The Company does not believe
that the reason for the extension of the lockup period or the change in cost basis with respect to the members of the Sponsor group are
material.

Exhibits

Comment 5:

Please file the form of warrants, the form of pre-funded
warrants, and the agreement with your placement agent for this offering as exhibits to your registration statement.

Response:

In response to the Staff’s comment, the Company
has filed the Form of Placement Agency Agreement as Exhibit 1.1, the Form of Warrant as Exhibit 4.10 and the Form of Pre-Funded Warrant
as Exhibit 4.11.

Please contact our counsel, Jack Hogoboom of Lowenstein
Sandler LLP at (973) 597-2382 or the undersigned with any questions regarding the contents of this letter or the Amendment.

    Sincerely,

    June 30, 2023

    /s/ Stephen C. Glover

    Stephen C. Glover

    Chairman, President and Chief Executive Officer

    Cc: John D. Hogoboom, Esq.