Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
April 28 2023 - 11:20AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on April 28, 2023
Registration
No. 333-269442
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-1
REGISTRATION
STATEMENT
Under
The
Securities Act of 1933
ZYVERSA
THERAPEUTICS, INC.
(Exact
name of Registrant as specified in its charter)
Delaware |
|
2834 |
|
86-2685744 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
2200
N. Commerce Parkway, Suite 208
Weston,
FL 33326
(754)
231-1688
(Address,
including zip code, and telephone number, including
area
code, of Registrant’s principal executive offices)
Stephen
C. Glover
Chief
Executive Officer
ZyVersa
Therapeutics, Inc.
2200
N. Commerce Parkway, Suite 208
Weston,
FL 33326
(754)
231-1688
(Name,
address, including zip code, and telephone number, including
area
code, of agent for service)
Copies
of all communications, including communications sent to the agent for service, to:
Michael
Lerner, Esq.
Jared
Kelly, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
(212)
262-6700 |
|
Thomas
J. Poletti, Esq.
Katherine
Blair, Esq.
Manatt,
Phelps & Phillips, LLP
695
Town Center Drive, 14th Floor
Costa
Mesa, California 92626
(714)
371-2500 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-269442
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 7(a)(2)(B) of the Securities Act. ☐
This
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b)
under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 of Zyversa Therapeutics, Inc. (the “Company”), as
originally declared effective by the Securities and Exchange Commission (the “SEC”) on April 26, 2023, is being filed for
the sole purpose of filing an updated Exhibit 5.1 as part of the Registration Statement. This Post-Effective Amendment No. 1 does not
modify any provision of Part I or Part II of the Registration Statement other than supplementing Item 16 of Part II as set forth below.
This Registration Statement shall become effective upon filing with the SEC in accordance with Rule 462(d) under the Securities Act of
1933, as amended.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement on Form S-1 to
be signed on its behalf by the undersigned, in the city of Weston, State of Florida, on April 28, 2023.
ZYVERSA
THERAPEUTICS, INC. |
|
|
|
|
By: |
/s/
Stephen C. Glover |
|
Name: |
Stephen
C. Glover |
|
Title: |
Chief
Executive Officer |
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement on Form S-1 to
be signed on its behalf by the undersigned, thereunto duly authorized.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Stephen C. Glover |
|
Chief
Executive Officer, President and Chairman |
|
April
28, 2023 |
Stephen
C. Glover |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Peter Wolfe |
|
Chief
Financial Officer and Secretary |
|
April
28, 2023 |
Peter
Wolfe |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Director |
|
April
28, 2023 |
Robert
G. Finizio |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
April
28, 2023 |
Min
Chul Park, Ph.D. |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
April
28, 2023 |
Daniel
J. O’Connor |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
April
28, 2023 |
James
Sapirstein |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
April
28, 2023 |
Gregory
Frietag |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
April
28, 2023 |
Katrin
Rupalla |
|
|
|
|
By |
*
/s/ Stephen C. Glover |
|
|
Stephen
C. Glover |
|
|
|
|
Attorney-in-fact |
|
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