Correspondence 0001493152-23-036396 from ZyVersa Therapeutics, Inc. (ZVSA)
ZyVersa Therapeutics, Inc.
Date: Oct. 5, 2023 · CIK: 0001859007 · Accession: 0001493152-23-036396
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-268934
Referenced dates: April 21, 2023
Letter
VIA EDGAR Securities and Exchange Commission Amendment No. 2 to Registration Statement on Form S-1 Filed April 12, 2023 File No. 333-268934
Re: ZyVersa Therapeutics, Inc.
Dear Mr. Gorsky and Ms. Crotty:
On behalf of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), we hereby respond to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received in a letter dated April 21, 2023, relating to the Company’s Amendment No. 2 to the Registration Statement on Form S-1 filed with the Commission on April 12, 2023. Where applicable, we make reference to the Company’s Third Amendment to its Registration Statement on Form S-1 filed with the Commission on October 5, 2023 (the “Amendment”). Capitalized terms not defined herein have the meanings ascribed to them in the Amendment.
Cover Page
Comment 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.”
Response:
In response to the Staff’s comment, please note that as a result of the passage of time and the Company’s various corporate activities since the Company’s Second Amendment to its Registration Statement on Form S-1 filed on April 12, 2023, it is our position that this comment no longer applies to the Amendment.
General
Comment 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.
Response:
In response to the Staff’s comment, please note that as a result of the passage of time and the Company’s various corporate activities since the Company’s Second Amendment to its Registration Statement on Form S-1 filed on April 12, 2023, it is our position that this comment no longer applies to the Amendment.
Any questions regarding the contents of this letter or the Amendment should be addressed to the undersigned at (212) 908-3946.
Sincerely,
October
5, 2023
/s/
Todd Mason
Show Raw Text
CORRESP
1
filename1.htm
VIA
EDGAR
October
5, 2023
Joshua
Gorsky and Laura Crotty
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re:
ZyVersa
Therapeutics, Inc.
Amendment
No. 2 to Registration Statement on Form S-1
Filed
April 12, 2023
File
No. 333-268934
Dear
Mr. Gorsky and Ms. Crotty:
On
behalf of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), we hereby respond to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
received in a letter dated April 21, 2023, relating to the Company’s Amendment No. 2 to the Registration Statement on Form S-1
filed with the Commission on April 12, 2023. Where applicable, we make reference to the Company’s Third Amendment to its Registration
Statement on Form S-1 filed with the Commission on October 5, 2023 (the “Amendment”). Capitalized terms not
defined herein have the meanings ascribed to them in the Amendment.
Cover
Page
Comment
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.”
Response:
In
response to the Staff’s comment, please note that as a result of the passage of time and the Company’s various corporate
activities since the Company’s Second Amendment to its Registration Statement on Form S-1 filed on April 12, 2023, it is our position
that this comment no longer applies to the Amendment.
General
Comment
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.
Response:
In
response to the Staff’s comment, please note that as a result of the passage of time and the Company’s various corporate
activities since the Company’s Second Amendment to its Registration Statement on Form S-1 filed on April 12, 2023, it is our position
that this comment no longer applies to the Amendment.
Any
questions regarding the contents of this letter or the Amendment should be addressed to the undersigned at (212) 908-3946.
Sincerely,
October
5, 2023
/s/
Todd Mason
Todd
Mason
Cc:
Stephen
C. Glover, ZyVersa Therapeutics, Inc.
Faith
Charles, Thompson Hine LLP