Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-269442
Prospectus
Supplement No. 4 Dated June 9, 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. 4 (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 June 9, 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. 4 is June 9, 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): June 9, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
June 9, 2023, ZyVersa Therapeutics, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of
The Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s
common stock, par value $0.0001 per share (“Common Stock”), for the last 30 consecutive business days, the Company
is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing
on the Nasdaq Global Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Notice”).
The
Notice has no immediate effect on the continued listing status of the Company’s Common Stock on the Nasdaq Global
Market, and, therefore, the Company’s listing remains fully effective.
The
Company is provided a compliance period of 180 calendar days from the date of the Notice, or until December 6, 2023, to regain compliance
with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). If at any time before December 6, 2023, the
closing bid price of the Company’s Common Stock closes at or above $1.00 per share for 10 consecutive business days, Nasdaq will
provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be
resolved. If the Company does not regain compliance during the compliance period ending December 6, 2023, then Nasdaq may grant the Company
a second 180 calendar day period to regain compliance, provided the Company (i) meets the continued listing requirement for market value
of publicly-held shares and all other initial listing standards for the Nasdaq Global Market, other than the minimum closing
bid price requirement and (ii) notifies Nasdaq of its intent to cure the deficiency.
The
Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable
Nasdaq requirements within the allotted compliance periods. If the Company does not regain compliance within the allotted
compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s Common
Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings
panel. There can be no assurance that the Company will regain compliance with the minimum bid price requirement during the
180-day compliance period, secure a second period of 180 days to regain compliance or maintain compliance with the other Nasdaq
listing requirements.
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. |
|
|
June
9, 2023 |
By: |
/s/
Stephen Glover |
|
Name: |
Stephen
Glover |
|
Title: |
Chief Executive
Officer |
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