As filed with the Securities and Exchange Commission on July 26, 2023
Registration No. 333-272657
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:
Faith L. Charles, Esq. Todd Mason, Esq. Naveen Pogula, Esq. Thompson Hine LLP 300 Madison Avenue, 27th Floor New York, New York 10017 (212) 344-5680 | | 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. ☒
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 in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (Registration No. 333-272657) of ZyVersa Therapeutics, Inc., as originally declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 18, 2023, is being filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of filing Exhibits 4.8.1 and 5.1. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement other than supplementing Item 16 of Part II as set forth below. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective upon filing with the SEC. The contents of the Registration Statement are hereby incorporated by reference.
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 July 26, 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 | | July 26, 2023 |
| Stephen C. Glover | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Peter Wolfe | | Chief Financial Officer and Secretary | | July 26, 2023 |
| Peter Wolfe | | (Principal Financial Officer and Principal Accounting Officer) | | |
| | | | | |
| * | | Director | | July 26, 2023 |
| Robert G. Finizio | | | | |
| | | | | |
| * | | Director | | July 26, 2023 |
| Min Chul Park, Ph.D. | | | | |
| | | | | |
| * | | Director | | July 26, 2023 |
| James Sapirstein | | | | |
| | | | | |
| * | | Director | | July 26, 2023 |
| Gregory Frietag | | | | |
* Pursuant to Power of Attorney
| By | /s/ Stephen C. Glover | |
| | Stephen C. Glover | |
| | | |
| Attorney-in-fact | |
