Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-269442
Prospectus
Supplement No. 3 Dated May 19, 2023
(To
Prospectus Dated April 26, 2023)
11,015,500
Shares of Common Stock
Warrants
to Purchase up to 11,015,500 Shares of Common Stock
11,015,500
Shares of Common Stock underlying the Warrants
This
Prospectus Supplement No. 3 (this “Prospectus Supplement”)
supplements the prospectus of ZyVersa Therapeutics, Inc. (the
“Company”, “we”, “us”, or “our”) dated
April 26, 2023 (as
supplemented to date, the “Prospectus”) with the
following attached document which we filed with the Securities and
Exchange Commission:
|
|
A. |
Our
Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 19, 2023. |
This
Prospectus Supplement should be read in conjunction with the
Prospectus, which is required to be delivered with this Prospectus
Supplement. This Prospectus
Supplement updates, amends and supplements the information included
in the Prospectus. If there is any inconsistency between the
information in the Prospectus and this Prospectus Supplement, you
should rely on the information in this Prospectus
Supplement.
This
Prospectus Supplement
is not complete without, and may not be delivered or utilized
except in connection with, the Prospectus, including any amendments
or supplements to it.
Investing
in our securities involves a high degree of risk. See “Risk
Factors” beginning on page 7 of the Prospectus.
You
should rely only on the information contained in the Prospectus, as
supplemented or amended by this Prospectus Supplement and any other
prospectus supplement or amendment thereto. We have not authorized
anyone to provide you with different information.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal
offense.
The
date of this Prospectus Supplement No. 3 is May 19, 2023
INDEX
TO FILINGS
ANNEX
A
UNITED STATES
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): May 17,
2023
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
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. ☐
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
May 17, 2023, Katrin Rupalla, Ph.D., notified the Board of
Directors (the “Board”) of ZyVersa Therapeutics, Inc. (the
“Company”) that she was resigning from the Board effective May 18,
2023. Dr. Rupalla did not resign from the Board due to any
disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
On
May 17, 2023, Daniel J. O’Connor, notified the Board of the Company
that he was resigning from the Board effective May 18, 2023. Mr.
O’Connor did not resign from the Board due to any disagreement with
the Company on any matter relating to the Company’s operations,
policies or practices.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURES
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.
| |
ZyVersa
Therapeutics, Inc. |
|
|
|
|
| May
19, 2023 |
By: |
/s/
Stephen C. Glover |
| |
Name: |
Stephen
C. Glover |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
ZyVersa
Therapeutics Announces Changes to ZyVersa Board of
Directors
Weston,
FL (May 19, 2023) – ZyVersa Therapeutics, Inc. (Nasdaq: ZVSA, or
“ZyVersa”), a clinical stage specialty biopharmaceutical company
developing first-in-class drugs for the treatment of renal and
inflammatory diseases with high unmet medical needs, announces that
two members of the Board of Directors have stepped down due to
obligations associated with recent executive opportunities: Katrin
Rupalla, PhD and Daniel O’Connor. Dr. Rupalla resigned from
ZyVersa’s Board of Directors to pursue an opportunity that
precludes her ability to serve on any board of directors. Mr.
O’Connor, the former CEO of Larkspur which merged with ZyVersa in
December of 2022, has recently taken on the CEO role at Ambrx
Biopharma and has resigned to focus on growth of his new
company.
“On
behalf of the Board of Directors and the team at ZyVersa, I would
like to thank Dr. Rupalla and Mr. O’Connor for their impactful
leadership during their tenure as Board members at ZyVersa,” said
Stephen C. Glover, Co-founder, Chairman, Chief Executive Officer,
and President of ZyVersa. “As biopharmaceutical leaders with
impeccable credentials and a proven track record of success, their
knowledge and perspectives have been invaluable as we progress
development of our company and our lead renal and anti-inflammatory
assets.”
About
ZyVersa Therapeutics, Inc.
ZyVersa
(Nasdaq: ZVSA) is a clinical stage specialty biopharmaceutical
company leveraging advanced, proprietary technologies to develop
first-in-class drugs for patients with renal and inflammatory
diseases who have significant unmet medical needs. The Company is
currently advancing a therapeutic development pipeline with
multiple programs built around its two proprietary technologies –
Cholesterol Efflux Mediator™ VAR 200 developed to ameliorate renal
lipid accumulation that damages the kidneys’ filtration system in
patients with glomerular kidney diseases, and Inflammasome ASC
Inhibitor IC 100, targeting damaging inflammation associated with
numerous CNS and other inflammatory diseases. For more information,
please visit www.zyversa.com.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements contained in this press release regarding matters that
are not historical facts, are forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as
amended, and the Private Securities Litigation Reform Act of 1995.
These include statements regarding management’s intentions, plans,
beliefs, expectations, or forecasts for the future, and, therefore,
you are cautioned not to place undue reliance on them. No
forward-looking statement can be guaranteed, and actual results may
differ materially from those projected. ZyVersa Therapeutics, Inc
(“ZyVersa”) uses words such as “anticipates,” “believes,” “plans,”
“expects,” “projects,” “future,” “intends,” “may,” “will,”
“should,” “could,” “estimates,” “predicts,” “potential,”
“continue,” “guidance,” and similar expressions to identify these
forward-looking statements that are intended to be covered by the
safe-harbor provisions. Such forward-looking statements are based
on ZyVersa’s expectations and involve risks and uncertainties;
consequently, actual results may differ materially from those
expressed or implied in the statements due to a number of factors,
including ZyVersa’s plans to develop and commercialize its product
candidates, the timing of initiation of ZyVersa’s planned
preclinical and clinical trials; the timing of the availability of
data from ZyVersa’s preclinical and clinical trials; the timing of
any planned investigational new drug application or new drug
application; ZyVersa’s plans to research, develop, and
commercialize its current and future product candidates; the
clinical utility, potential benefits and market acceptance of
ZyVersa’s product candidates; ZyVersa’s commercialization,
marketing and manufacturing capabilities and strategy; ZyVersa’s
ability to protect its intellectual property position; and
ZyVersa’s estimates regarding future revenue, expenses, capital
requirements and need for additional financing.
New
factors emerge from time-to-time, and it is not possible for
ZyVersa to predict all such factors, nor can ZyVersa assess the
impact of each such factor on the business or the extent to which
any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements. Forward-looking statements included in this press
release are based on information available to ZyVersa as of the
date of this press release. ZyVersa disclaims any obligation to
update such forward-looking statements to reflect events or
circumstances after the date of this press release, except as
required by applicable law.
This
press release does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities.
Corporate
and IR Contact:
Karen
Cashmere
Chief
Commercial Officer
kcashmere@zyversa.com
786-251-9641
Media
Contacts
Tiberend
Strategic Advisors, Inc.
Casey
McDonald
cmcdonald@tiberend.com
646-577-8520
Dave
Schemelia
dschemelia@tiberend.com
609-468-9325
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