FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ZyVersa Therapeutics, Inc. [ ZVSA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 12/12/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/12/2022 | J(1)(2) | 1,377,598 | A | $0 | 1,377,598 | I | See Footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | $10 | 12/12/2022 | J(1)(2) | 1,750 | 12/12/2022 | (4) | Common Stock | 1,750 | (5) | 1,750 | D | ||||
Warrant (right to buy) | $11.5 | 12/12/2022 | J(1)(2) | 1,750 | (6) | 12/12/2027 | Common Stock | 1,750 | (5) | 1,750 | D | ||||
Warrant (right to buy) | $11.5 | 12/12/2022 | J(1)(2) | 177,204 | (6) | 12/12/2027 | Common Stock | 177,204 | $0 | 177,204 | I | See Footnote(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
Explanation of Responses: |
1. The Issuer completed a business combination with Larkspur Health Acquisition Corp., a Delaware corporation ("Larkspur") in accordance with the terms of the Business Combination Agreement, dated July 20, 2022, as amended (the "Business Combination Agreement") by and among ZyVersa Therapeutics, Inc., a Florida corporation ("Old ZyVersa"), the Securityholder Representative (as defined in the Business Combination Agreement) named therein, Larkspur, and Larkspur Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Larkspur ("Merger Sub") pursuant to which Merger Sub merged with and into Old ZyVersa (the "Acquisition Merger"), with Old Zyversa as the surviving company of the Acquisition Merger and, after giving effecting to such Acquisition Merger, Old ZyVersa became a wholly-owned subsidiary of Larkspur and changed its name to the Issuer. |
2. The securities were previously securities of Larkspur but were converted automatically to securities of the Issuer in connection with the transactions contemplated by the Business Combination Agreement. |
3. The securities are held of record by Larkspur Health LLC (the "Sponsor"). Daniel J. O'Connor is the sole manager of Larkspur Health LLC and in such capacity has voting and investment discretion with respect to the common stock held of record by Larkspur Health LLC. By virtue of this relationship, Mr. O'Connor may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Mr. O'Connor disclaims any such beneficial ownership except to the extent of his pecuniary interest. |
4. The Series A Convertible Preferred Stock is perpetual and therefore has no expiration date. |
5. Mr. O'Connor paid $1,000 per share of Series A Convertible Preferred Stock and warrants in an amount equal to 100% of the common shares issuable upon conversion of the Series A Convertible Preferred Stock for an aggregate of $17,500. No half shares of the Series A Convertible Preferred Stock were issued, therefore, the reporting person received 18 shares of such preferred stock instead of 17.5. |
6. The warrant is immediately exercisable in full. |
/s/ Daniel J. O'Connor | 12/14/2022 | |
/s/ Daniel J. O'Connor, sole manager of Larkspur Health LLC | 12/14/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |