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 | |
