SecProbe.io

CORRESP
1
filename1.htm

November
21, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Joshua Gorsky

    Laura
    Crotty

    Re:
    ZyVersa
                                            Therapeutics, Inc.

    Registration
    Statement on Form S-1

    Filed
    November 3, 2023

    File
    No. 333-275320

Ladies
and Gentleman:

On
behalf of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Company”), we are writing to respond to
the comments set forth in the comment letter of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), dated November 16, 2023 (the “Comment Letter”), to
Stephen C. Glover, Chief Executive Officer of the Company, relating to the above referenced Registration Statement on Form S-1 (the “Registration
Statement”). In connection with this response to the Comment Letter, the Company is contemporaneously filing via EDGAR
an amendment to the Registration Statement (“Amendment No. 1”), responding to the Staff’s comments in
the Comment Letter and updating the Registration Statement.

The
following are the Company’s responses to the Comment Letter. For your convenience, the Staff’s comments contained in the
Comment Letter have been restated below in their entirety in bold type, with the Company’s corresponding responses set forth immediately
under such comments, including, where applicable, a cross-reference to the location of changes made in Amendment No.1 in response to
the Staff’s comment. All page references in the responses set forth below refer to page numbers in Amendment No. 1 thereof. Defined
terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment No. 1.

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.

Response:

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that Amendment No. 1 has been revised to disclose the
date that the offering will end, in compliance with Item 502(a) of Regulation S-K. Please see the cover page of Amendment No.
1.

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.

Response:

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that Amendment No. 1 has been revised to indicate the
order of priority for the use of proceeds in the offering, in accordance with Instruction 1 of Item 504 of Regulation S-K, and that the
proceeds from the offering are no longer expected to be used for payment to the Holders of the Series B Shares. Please see page 67
of Amendment No.1.

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 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.

Response:

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that Amendment No. 1 has been revised to indicate that
the proceeds from the offering are no longer expected to be used for payment to the Holders of the Series B Shares. Please see
pages 10 and 67 of Amendment No.1.

Please
contact our counsel, Faith L. Charles or Todd Mason of Thompson Hine LLP at (212) 908-3905 or (212) 908-3946, respectively, with any
questions concerning the enclosed matters.

    Sincerely,

    /s/
    Faith L. Charles, Esq.

    Faith
    L. Charles, Esq.

    cc:
    Stephen
                                            C. Glover, ZyVersa Therapeutics, Inc.

                                                         Todd
                                            Mason, Esq., Thompson Hine LLP

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