CORRESP Filing
ZyVersa Therapeutics, Inc.
Date: Aug. 1, 2025 · CIK: 0001859007 · Accession: 0001641172-25-021954
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-288470
Letter
Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Attention: Alan Campbell ZyVersa Therapeutics, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed July 18, 2025 File No. 333-288470
Dear Ms. Gama and Mr. Edwards:
On behalf of ZyVersa Therapeutics, Inc. (the " Company "), we are writing in response to the letter from the staff (the " Staff ") of the Division of Corporation Finance, Office of Life Sciences, of the U.S. Securities and Exchange Commission (the " Commission "), dated July 30, 2025, relating to the Company's Amendment No. 1 to Registration Statement on Form S-1, filed with the Commission on July 18, 2025. The Company's responses to these comments are set forth in this letter and in Amendment No. 2 to Registration Statement on Form S-1, filed by the Company with the Commission on August 1, 2025 (" Amendment No. 2 ").
Please note that for the Staff's convenience, we have recited the Staff's comments and provided the Company's response to such comments immediately thereafter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1. You state that "trading in [y]our common stock on The Nasdaq Capital Market has been suspended as of the open of trading on July 17, 2025. However, the common stock continues trading under the symbol "ZVSA" in the over-the-counter market on the Pink Limited Market maintained by the OTC Markets Group Inc." Please provide the OTC quoted price of the shares as of the most recent practicable date. If your shares are not quoted on the OTC Bulletin Board, OTCQX or OTCQB you must provide a fixed price at which your selling shareholder can sell such shares. Refer to Item 501(b)(3) of Regulation S-K.
Response : We acknowledge the Staff's comment. The Company's common stock has been approved for quotation on the OTCQB Venture Market (" OTCQB ") and began trading on OTCQB at the open of trading on July 28, 2025, under the symbol "ZVSA." In response to the Staff's comment and in light of the foregoing development, the Company has revised the disclosure on the cover page of Amendment No. 2 to reflect that the Company's common stock is traded on the OTCQB and to provide the OTC quoted price of the common stock as of the most recent practicable date.
* * * *
Madison Avenue, 27th Floor New York, New York 10017-6232
www.ThompsonHine.com O: 212.344.5680 F: 212.344.6101
We appreciate the Staff's comments and request the Staff contact Faith L. Charles of Thompson Hine LLP at (212) 908-3905 or by email (Faith.Charles@ThompsonHine.com) with any questions or comments regarding this letter.
Very truly yours,
/s/ Thompson Hine LLP
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CORRESP
1
filename1.htm
August
1, 2025
Via
EDGAR Transmission
United
States Securities and Exchange Commission
Division
of Corporation Finance
Office
of Life Sciences
100
F Street, N.E.
Washington,
D.C. 20549
Attention:
Alan Campbell
Jessica Dickerson
Re:
ZyVersa Therapeutics, Inc.
Amendment No. 1 to Registration Statement on Form
S-1
Filed July 18, 2025
File No. 333-288470
Dear
Ms. Gama and Mr. Edwards:
On
behalf of ZyVersa Therapeutics, Inc. (the " Company "), we are writing in response to the letter from the staff
(the " Staff ") of the Division of Corporation Finance, Office of Life Sciences, of the U.S. Securities and Exchange
Commission (the " Commission "), dated July 30, 2025, relating to the Company's Amendment No. 1 to Registration
Statement on Form S-1, filed with the Commission on July 18, 2025. The Company's responses to these comments are set forth in this
letter and in Amendment No. 2 to Registration Statement on Form S-1, filed by the Company with the Commission on August 1, 2025 (" Amendment
No. 2 ").
Please
note that for the Staff's convenience, we have recited the Staff's comments and provided the Company's response to
such comments immediately thereafter.
Amendment
No. 1 to Registration Statement on Form S-1
Cover
Page
1. You
state that "trading in [y]our common stock on The Nasdaq Capital Market has been suspended
as of the open of trading on July 17, 2025. However, the common stock continues trading under
the symbol "ZVSA" in the over-the-counter market on the Pink Limited Market maintained
by the OTC Markets Group Inc." Please provide the OTC quoted price of the shares as
of the most recent practicable date. If your shares are not quoted on the OTC Bulletin Board,
OTCQX or OTCQB you must provide a fixed price at which your selling shareholder can sell
such shares. Refer to Item 501(b)(3) of Regulation S-K.
Response : We
acknowledge the Staff's comment. The Company's common stock has been approved
for quotation on the OTCQB Venture Market (" OTCQB ") and began trading
on OTCQB at the open of trading on July 28, 2025, under the symbol "ZVSA." In
response to the Staff's comment and in light of the foregoing development, the Company
has revised the disclosure on the cover page of Amendment No. 2 to reflect that the Company's
common stock is traded on the OTCQB and to provide the
OTC quoted price of the common stock as of the most recent practicable date.
*
* * *
300
Madison Avenue, 27th Floor
New York, New York 10017-6232
www.ThompsonHine.com
O:
212.344.5680
F:
212.344.6101
We
appreciate the Staff's comments and request the Staff contact Faith L. Charles of Thompson Hine LLP at (212) 908-3905 or by email
(Faith.Charles@ThompsonHine.com) with any questions or comments regarding this letter.
Very truly yours,
/s/ Thompson Hine LLP
THOMPSON HINE LLP
cc: Stephen
Glover, ZyVersa Therapeutics, Inc.
Peter
Wolfe, ZyVersa Therapeutics, Inc.