Amended Current Report Filing (8-k/a)
28 January 2023 - 8:11AM
Edgar (US Regulatory)
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Amendment No1
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2022-12-12
2022-12-12
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2022-12-12
2022-12-12
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 12, 2022
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)
Larkspur
Health Acquisition Corp.
100
Somerset Corporate Blvd., 2nd Floor
Bridgewater,
New Jersey 08807
(Former
name or former address if changed from last report)
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
Symbols |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
ZVSA |
|
The
Nasdaq Global 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.
Introductory
Note
Unless
otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “New
ZyVersa,” “ZyVersa,” and the “Company” refer to ZyVersa Therapeutics, Inc., a Delaware corporation (f/k/a
Larkspur Health Acquisition Corp., a Delaware corporation), after giving effect to the Business Combination (as defined below), and as
renamed ZyVersa Therapeutics, Inc., and where appropriate, our wholly-owned subsidiaries (including Old ZyVersa, as defined below) following
the Closing Date (as defined below). Furthermore, unless otherwise stated or unless the context otherwise requires, references to “Larkspur”
refer to Larkspur Health Acquisition Corp., a Delaware corporation, prior to the Closing Date, and references to “Old ZyVersa”
refer to ZyVersa Therapeutics, Inc., a Florida corporation, prior to the Closing Date. All references herein to the “Board”
refer to the board of directors of the Company.
On
December 12, 2022, the parties closed its business combination (the “Business Combination”) pursuant to the terms
of that certain Business Combination Agreement (as amended, supplemented or otherwise modified from time to time, the “Business
Combination Agreement”), dated as of July 20, 2022, by and among (i) ZyVersa, (ii) the Securityholder Representative (as defined
in the Business Combination Agreement) named therein, (iii) Larkspur, and (iv) Larkspur Merger Sub, Inc., a Delaware corporation and
a direct, wholly owned subsidiary of Larkspur (“Merger Sub”).
A
Form 8-K was filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2022 with respect to the
transactions reporting a number of matters and including Form 10 information. This Form 8-K/A is being filed to replace the Unaudited
Pro Forma Information with respect to the completed business combination for the nine months ended September 30, 2022 and the year ended
December 31, 2021, included as Exhibit 99.6.
Item
9.01. Financial Statements and Exhibits.
(a)
Pro Forma Financial Information.
The
unaudited pro forma condensed combined financial information of Larkspur and Old ZyVersa
as of September 30, 2022 and for the year ended December 31, 2021 and the nine months ended September 30, 2022 is set forth in Exhibit
99.6 hereto and is incorporated herein by reference.
This
amendment (the “Amendment”) to the current report on Form 8-K/A filed on December 16, 2023 (the “Original
8-K/A”) is being filed solely to replace entirely the unaudited pro
forma condensed combined financial information included
on the Original 8-K/A. The unaudited pro forma condensed combined financial information
previously reflected management’s estimates based on information available at the consummation of the Business Combination and
was subject to change as additional information became available and analysis was performed. The Company is updating the unaudited
pro forma condensed combined financial information upon completion of its analysis to now reflect the Business Combination as a
forward merger of Old ZyVersa as it was determined that Old ZyVersa is a variable interest entity. The unaudited pro forma condensed
combined financial information and related notes thereto reflects fair value adjustments to the net assets of Old ZyVersa acquired by the Company,
which primarily consist of in-process research and development intangible assets which are indefinite-lived.
All other information contained
on the Original 8-K/A and the current report on Form 8-K filed on December 13, 2022 remains unchanged.
(c)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
January 27, 2023 |
|
|
| |
By: |
/s/
Stephen Glover |
| |
Name: |
Stephen
C. Glover |
| |
Title: |
Chief
Executive Officer |
ZyVersa Therapeutics (NASDAQ:ZVSA)
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