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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2023
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ________ to ________
Commission
file number: 001-41184
ZYVERSA
THERAPEUTICS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
86-2685744 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
No.) |
2200
N. Commerce Parkway, Suite 208
Weston,
FL 33326 |
|
33326 |
| (Address
of registrant’s principal executive offices) |
|
(Zip
Code) |
(754) 231-1688
(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
Stock, $0.0001 par value per share |
|
ZVSA |
|
The
Nasdaq Capital Market |
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes: ☐ No:
☒
Indicate
by check mark if the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes: ☒ No: ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes: ☒ No: ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate
by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes: ☐ No: ☒
As
of June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market
value of shares of the registrant’s common stock held by non-affiliates of the registrant (based upon the closing sales price of
$8.61 for such shares on the Nasdaq Global Market on June 30, 2023) was approximately $5.6 million. For purposes of calculating the aggregate
market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares
held by each of our executive officers, directors, and 5% or greater stockholders. In the case of 5% or greater stockholders, we have
not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise
any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed
to constitute an admission that all executive officers, directors, and 5% or greater stockholders are, in fact, affiliates of our company,
or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of
our officers, directors, and principal stockholders is included in Part III, Item 12 of our Annual Report on Form 10-K that was filed
with the Securities and Exchange Commission on March 25, 2024.
As
of May 10, 2024, the number of shares outstanding of the registrant’s common stock, $0.0001 par value per share, was 834,896.
| Auditor Name |
|
Auditor Location |
|
Auditor Firm ID |
| Marcum LLP |
|
New York, NY |
|
688 |
DOCUMENTS
INCORPORATED BY REFERENCE
None.
Explanatory
Note
ZyVersa
Therapeutics, Inc. (the “Company,” “ZyVersa,” “we,” “us” and “our”) is filing
this Amendment No. 1 on Form 10-K/A (this “Form 10-K/A”) to amend the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 (the “2023 10-K”), which was originally filed with the Securities and Exchange Commission
(the “SEC”) on March 25, 2024. This Form 10-K/A amends and restates in its entirety Item 9A of Part II and Item 15 of Part
IV of the 2023 10-K in order to clarify its existing language. The cover page of the 2023 10-K is also amended to update the number of
outstanding shares of common stock as of May 10, 2024. Also, Exhibit 97.1 was appended to this Form 10-K/A.
Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A amends Item 15
of Part IV of the 2023 10-K solely to update the exhibit list to include new certifications by our principal executive officer and principal
financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Form
10-K/A, paragraph 3 of these certifications has been omitted. Similarly, because no financial statements have been included in this Form
10-K/A, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
Except
as described above, no other changes have been made to the 2023 10-K, and this Form 10-K/A does not modify, amend or update in any way
any of the financial or other information contained in the 2023 10-K. This Form 10-K/A does not reflect events occurring after the date
of the filing of the 2023 10-K, nor does it amend, modify or otherwise update any other information in the 2023 10-K. Accordingly, this
Form 10-K/A should be read in conjunction with the 2023 10-K and with the Company’s filings with the SEC subsequent to the filing
of the 2023 10-K.
Emerging
Growth Company—Scaled Disclosure
We
are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), enacted in
April 2012. We intend to take advantage of certain exemptions under the JOBS Act from various public company reporting requirements,
including not being required to have our internal control over financial reporting audited by our independent registered public accounting
firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not
previously approved. We will remain an emerging growth company until the earliest of the last day of the fiscal year in which we have
total annual gross revenues of approximately $1.07 billion or more; the last day of the fiscal year following the fifth anniversary of
the date of the completion of the closing of our IPO, which is December 23, 2026; the date on which we have issued more than $1 billion
in nonconvertible debt during the previous three years; or the date on which we are deemed to be a large accelerated filer under the
rules of the SEC.
ZYVERSA
THERAPEUTICS, INC.
ANNUAL
REPORT ON FORM 10-K/A
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2023
TABLE
OF CONTENTS
PART
II
ITEM
9A. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial Officer (who serve as our Principal Executive Officer and Principal
Financial and Accounting Officer, respectively), to allow timely decisions regarding required disclosure.
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon their
evaluation and due to the material weakness cited below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were ineffective.
Management’s
Report on Internal Controls over Financial Reporting
Our
management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting
includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only
in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Under
the supervision and with the participation of our management, including our principal executive officer and principal financial officer,
we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the
Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013
Framework). Based on this evaluation, our principal executive officer and principal financial officer have concluded that our internal
control over financial reporting was not effective as of December 31, 2023, as a result of the material weakness described below.
Specifically,
management’s conclusion was based on the following material weakness which existed as of December 31, 2023:
| |
● |
Business process controls
across the entity’s financial reporting processes were not effectively designed and implemented to properly address the risk
of material misstatement, including controls without proper segregation of duties between preparer and reviewer. |
A
material weakness is a control deficiency or combination of control deficiencies, that results in more than a remote likelihood that
a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Notwithstanding
the existence of the material weakness as described above, we believe that the financial statements in the December 31, 2023 Form 10-K
fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods
presented, in conformity with GAAP.
Remediation
Plan
Our
management is committed to taking further action and implementing necessary enhancements or improvements, including those actions already
taken to address the material weakness related to design and implementation of effective controls over the accounting for significant
and complex non-routine transactions cited in the Company’s December 31, 2022 Form 10-K, and the material weakness identified as
of December 31, 2023. Management expects to complete the development and implementation of its remediation plan, during 2024.
Inherent
Limitations of the Effectiveness of Controls
Management
does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all
error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable,
not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements
due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
Attestation
Report of Registered Public Accounting Firm
This
Form 10-K/A does not contain an attestation report of our independent registered public accounting firm related to internal control over
financial reporting because the rules for emerging growth companies provide an exemption from the attestation requirement.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The
following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K/A.
Exhibit
Number |
|
Description |
| 2.1+ |
|
Business Combination Agreement, dated as of July 20, 2022, by and among Larkspur Health Acquisition Corp., Larkspur Merger Sub Inc., Stephen Glover and ZyVersa Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2022). |
| 3.1 |
|
Second Amended and Restated Certificate of Incorporation of ZyVersa Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 3.2 |
|
Second Amended and Restated Bylaws of ZyVersa Therapeutics, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 3.3 |
|
Certificate of Designation relating to the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 3.4 |
|
Certificate of Designation relating to the Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 3.5 |
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of ZyVersa Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8K filed with the SEC on November 30, 2023). |
| 4.1 |
|
Specimen Class A Common Stock Certificate of ZyVersa Therapeutics, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 4.2 |
|
Form of Warrant issued by the Company in connection with the Public Warrants (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 4.3 |
|
Form of Warrant issued by the Company in connection with the Private Placement Warrants (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 4.4 |
|
Form of Warrant issued by the Company to each PIPE Investor (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 4.5 |
|
Form of Bridge Warrant issued by the Company (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 4.6 |
|
Form of Warrant pursuant to License Agreement, dated April 18, 2019, by and between InflamaCORE, LLC and Variant Pharmaceuticals, Inc. (incorporated by reference to Exhibit 4.3 to the Company’s Form S-4 filed with the SEC on October 21, 2022). |
| 4.7 |
|
Form of Warrant pursuant to License Agreement, dated December 15, 2015, by and between L&F Research LLC and Variant Pharmaceuticals, Inc. (incorporated by reference to Exhibit 4.4 to the Company’s Form S-4 filed with the SEC on October 21, 2022). |
| 4.8** |
|
Description of the Company’s Securities. |
| 4.9 |
|
Form of Warrant (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement filed with the SEC on April 24, 2023). |
| 4.10 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.9 to the Company’s Registration Statement filed with the SEC on April 24, 2023). |
| 4.11 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.11 to the Company’s Amendment No. 2 to Form S-1 Registration Statement filed with the SEC on July 7, 2023). |
| 4.12 |
|
Form of Common Warrant (incorporated by reference to Exhibit 4.10 to the Company’s Amendment No. 2 to Form S-1 Registration Statement, filed with the SEC on July 7, 2023). |
| 4.13 |
|
Warrant Amendment (incorporated by reference to Exhibit 4.8.1 to the Company’s Post-Effective Amendment No. 1 to Form S-1 Registration Statement, filed with the SEC on July 26, 2023). |
| 4.14 |
|
Form of Inducement Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report to Form 8-K filed with the SEC on September 14, 2023). |
| 4.15 |
|
Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on December 11, 2023). |
| 4.16 |
|
Form of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the SEC on December 11, 2023). |
| 4.17 |
|
Form of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed with the SEC on December 11, 2023). |
| 10.1 |
|
Amended and Restated Registration Rights Agreement, dated as of December 12, 2022, by and among the Company and each of the purchasers identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 10.2 |
|
Form of Shareholder Support Agreement, dated as of July 20, 2022, by and among Larkspur Health Acquisition Corp., ZyVersa Therapeutics, Inc. and certain of the stockholders of ZyVersa Therapeutics, Inc., identified on the signature pages thereto (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2022). |
| 10.3 |
|
Form of Lock-Up Agreement, dated as of July 20, 2022, by and among the Company and the parties listed on Schedule A thereto (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2022). |
| 10.4 |
|
Registration Rights Agreement, relating to Series A Preferred Stock, dated as of December 12, 2022, by and among the Larkspur Health Acquisition Corp. and each of the PIPE Investors (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 10.5 |
|
Registration Rights Agreement, relating to Series B Preferred Stock, dated as of December 12, 2022, by and among the Company and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 10.6 |
|
Business Combination Advisor Agreement, dated December 20, 2021, by and between the Company and A.G.P (incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2021). |
| 10.7+† |
|
License Agreement, dated April 18, 2019, by and between InflamaCORE, LLC and Variant Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.14 to the Company’s Form S-4 filed with the SEC on October 21, 2022). |
| 10.8+† |
|
License Agreement, dated December 15, 2015, by and between L&F Research LLC and Variant Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.15 to the Company’s Form S-4 filed with the SEC on October 21, 2022). |
| 10.8.1 |
|
Second Amendment to Waiver of Certain Rights under License Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 23, 2022). |
| 10.8.2 |
|
Amendment and Restatement Agreement, by and between L&F Research LLC and ZyVersa Therapeutics, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on March 3, 2023). |
| 10.9+† |
|
First Amendment to License Agreement, dated January 9, 2020, by and between L&F Research LLC and Variant Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.16 to the Company’s Form S-4 filed with the SEC on October 21, 2022). |
| 10.10# |
|
ZyVersa Therapeutics, Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 10.11# |
|
Form of Incentive Stock Option Grant Agreement under the Combined Entity 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6.1 to the Company’s Form S-4 filed with the SEC on September 27, 2022). |
| 10.12# |
|
Form of Restricted Stock Unit Award Agreement under the Combined Entity 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6.2 to the Company’s Form S-4 filed with the SEC on September 27, 2022). |
| 10.13# |
|
Form of Non-Qualified Stock Option Grant Agreement under the Combined Entity 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6.3 to the Company’s Form S-4 filed with the SEC on September 27, 2022). |
| 10.14# |
|
Variant Pharmaceuticals, Inc. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Form S-4 filed with the SEC on September 27, 2022). |
| 10.15# |
|
Form of Indemnification Agreement by and between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 10.16# |
|
Executive Employment Agreement, by and between the Company and Stephen Glover (incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 10.17# |
|
Executive Employment Agreement, by and between the Company and Nicholas A. LaBella (incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 10.18# |
|
Executive Employment Agreement, by and between the Company and Karen A. Cashmere (incorporated by reference to Exhibit 10.18 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 10.19# |
|
Executive Employment Agreement, by and between the Company and Peter Wolfe (incorporated by reference to Exhibit 10.19 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 10.21# |
|
Executive Employment Agreement by and between the Company and Pablo Guzman, M.D. (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 filed with the SEC on January 27, 2023). |
| 10.22# |
|
Amendment to Variant Pharmaceuticals, Inc. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.20 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 10.23 |
|
Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to Company’s Registration Statement on Form S-1 filed with the SEC on April 24, 2023). |
| 10.24 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.22 to Company’s Registration Statement on Form S-1 filed with the SEC on April 24, 2023). |
| 10.25 |
|
Form of Escrow Agreement (incorporated by reference to Exhibit 10.23 to Company’s Registration Statement on Form S-1 filed with the SEC on April 24, 2023). |
| 10.26 |
|
Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 26, 2023). |
| 10.27 |
|
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1/A filed with the SEC on July 7, 2023). |
| 10.28 |
|
Form of Inducement Letter (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 14, 2023). |
| 10.29 |
|
Form of Securities Purchase Agreement, dated as of December 6, 2023, between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on December 11, 2023). |
| 10.30 |
|
Placement Agency Agreement, dated as of December 6, 2023, between the Company and A.G.P (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on December 11, 2023). |
| 16.1 |
|
Letter dated December 22, 2023 from Ernst & Young LLP to the U.S. Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Company’s Form 8-K filed with the SEC on December 22, 2023). |
| 21.1 |
|
Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 23.1** |
|
Consent of Marcum LLP |
| 23.2** |
|
Consent of Ernst & Young LLP |
| 24.1** |
|
Power of Attorney (included on the signature page). |
| 31.1** |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a). |
| 31.2** |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a). |
| 31.3* |
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a). |
| 31.4* |
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a). |
| 32.1** |
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350. |
| 97.1* |
|
Compensation Recovery Policy. |
| 99.1 |
|
Securities Purchase Agreement, dated as of July 20, 2022, by and among Larkspur Health Acquisition Corp. and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 99.2 |
|
Securities Purchase Agreement, dated as of December 12, 2022, by and among Larkspur Health Acquisition Corp. and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 13, 2022). |
| 101.INS** |
|
XBRL
Inline Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document). |
| 101.SCH** |
|
Inline
XBRL Taxonomy Extension Schema Document. |
| 101.CAL** |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF** |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB** |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE** |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104** |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibits 101). |
| # |
Management
contract or compensatory plan or arrangement. |
| + |
Schedules
and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy
of any omitted schedule or exhibit to the SEC upon its request. |
| † |
Certain
portions of this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10). The Registrant agrees to furnish supplementally
an unredacted copy of this Exhibit to the SEC upon its request. |
| * |
Filed
herewith. |
| ** |
Incorporated
by reference to the Company’s December 31, 2023 Form 10-K that was filed with the SEC on March 25, 2024. |
SIGNATURES
Pursuant
to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No.
1 to the report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
ZYVERSA
THERAPEUTICS, INC. |
| |
|
| Date:
May 15, 2024 |
/s/
Stephen C. Glover |
| |
Stephen
C. Glover |
| |
Chief
Executive Officer |
| |
(Principal
Executive Officer) |
| |
|
| Date:
May 15, 2024 |
/s/
Peter Wolfe |
| |
Peter
Wolfe |
| |
Chief
Financial Officer |
| |
(Principal
Financial and Accounting Officer) |