ZyVersa Therapeutics Enters Material Definitive Agreement

TL;DR

ZyVersa (ZYVS) signed a big deal on 9/16. Details to follow.

AI Summary

ZyVersa Therapeutics, Inc. announced on September 16, 2024, that it entered into a Material Definitive Agreement. The company, formerly known as Larkspur Health Acquisition Corp., is incorporated in Delaware and has its principal executive offices in Weston, Florida.

Why It Matters

This filing indicates a significant development in ZyVersa Therapeutics' business operations, potentially impacting its strategic direction and future performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not yet detailed in this filing.

Key Numbers

• 001-41184 — SEC File Number (Identifies the company's filing history with the SEC.)
• 86-2685744 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• ZyVersa Therapeutics, Inc. (company) — Registrant
• Larkspur Health Acquisition Corp. (company) — Former company name
• September 16, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Weston, Florida (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share ZVSA The Nasdaq Capital M
• $1,397,396 — ") up to an aggregate offering price of $1,397,396 from time to time, in an at-the-market

Filing Documents

• form8-k.htm (8-K) — 46KB
• ex1-1.htm (EX-1.1) — 287KB
• ex5-1.htm (EX-5.1) — 11KB
• ex5-1_001.jpg (GRAPHIC) — 39KB
• ex5-1_002.jpg (GRAPHIC) — 37KB
• 0001493152-24-036453.txt ( ) — 694KB
• zvsa-20240916.xsd (EX-101.SCH) — 3KB
• zvsa-20240916_lab.xml (EX-101.LAB) — 33KB
• zvsa-20240916_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2024 ZYVERSA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-41184 86-2685744 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 2200 N. Commerce Parkway , Suite 208 Weston , Florida 33326 (Address of principal executive offices) (Zip Code) (754) 231-1688 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.0001 per share ZVSA The Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). 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. Item 1.0.1 Entry into a Material Definitive Agreement. On September 16, 2024, Zyversa Therapeutics, Inc., (the "Company"), entered into a Sales Agreement (the "ATM Agreement") with A.G.P/Alliance Global Partners (the "Agent"), as sales agent, pursuant to which the Company may offer and sell shares of common stock, par value $0.0001 per share (the "Shares") up to an aggregate offering price of $1,397,396 from time to time, in an at-the-market public offering. Sales of the Shares, if any, will be made at prevailing market prices at the time of sale, or as otherwise agreed with the Agent. The Agent will receive a commission from the Company of 3.00% of the gross proceeds of any Shares sold under the ATM Agreement. Upon delivery of an issuance notice and subject to the terms and conditions of the ATM Agreement, the Agent may sell the Shares by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Company may sell the Shares in amounts and at times to be determined by the Company from time to time subject to the terms and conditions of the Sales Agreement but is not obligated to sell, and the Agent is not obligated to buy or sell, any Shares under the ATM Agreement. No assurance can be given that the Company will sell any Shares under the ATM Agreement, or, if it does, as to the price or amount of Shares that it sells or the dates when such sales will take place. The Company or Agent may suspend or terminate the offering of Shares upon proper notice to the other party and subject to other conditions. The Agent will use its commercially reasonable efforts consistent with its normal sales and trading practices to place the Shares, subject to the terms of the ATM Agreement. The ATM Agreement will automatically terminate when the sale of the Shares reaches an aggregate offering amount equal to $1,397,396, or sooner if terminated as permitted therein. In the ATM Agreement, the Company agreed to indemnify the Agent against certain liabilities, including under the Securities Act of 1933, as amended, or to contribute payments that the Agent may be required to make because of such liabilities. The Shares sold under the ATM Agreement will be offered and sold pursuant to the Company's shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission (the "SEC") on September 3, 2024 and declared effective on September 9, 2024 (Registration No. 333-281914), and a prospectus supplement and the accompanying prospectus relating to the at-the-market offering filed with the SEC on September 16, 2024. Because there is no minimum offering amount required pursuant to the ATM Agreement, the total number of Share to be sold under the ATM agreement, if any, and proceeds to the Company, if any, are not determinable at this time. The Company expects to use any net proceeds

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View this 8-K filing on SEC EDGAR