secwatch / observer
8-K filed December 13, 2022, 6:59 PM ET ticker ZVSA CIK 0001859007
M&A confidence high sentiment neutral materiality 0.95

ZyVersa Therapeutics, Inc. (ZVSA): M&A transaction — ZyVersa Therapeutics completes de-SPAC merger with Larkspur; 99% of public shares redeemed

ZyVersa Therapeutics, Inc.

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Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Min-Chul Park

Director
ZVSA · ZyVersa Therapeutics, Inc.
Effective
2022-12-12
Filed
December 13, 2022, 6:59 PM ET
Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company
Appointed

Nicholas A. LaBella

Chief Scientific Officer
ZVSA · ZyVersa Therapeutics, Inc.
Effective
2022-12-12
Filed
December 13, 2022, 6:59 PM ET
Nicholas A. LaBella was appointed Chief Scientific Officer
Appointed

Stephen C. Glover

Director
ZVSA · ZyVersa Therapeutics, Inc.
Effective
2022-12-12
Filed
December 13, 2022, 6:59 PM ET
Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company
Appointed

Daniel J. O’Connor

Director
ZVSA · ZyVersa Therapeutics, Inc.
Effective
2022-12-12
Filed
December 13, 2022, 6:59 PM ET
Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company
Departed

Raj Mehra

Director
ZVSA · ZyVersa Therapeutics, Inc.
Effective
2022-12-12
Filed
December 13, 2022, 6:59 PM ET
David S. Briones, Raj Mehra, Gregory Skalicky, and Christopher Twitty ceased serving on the Board
Appointed

Stephen C. Glover

President and Chief Executive Officer
ZVSA · ZyVersa Therapeutics, Inc.
Effective
2022-12-12
Filed
December 13, 2022, 6:59 PM ET
Stephen C. Glover was appointed President and Chief Executive Officer
Departed

Gregory Skalicky

Director
ZVSA · ZyVersa Therapeutics, Inc.
Effective
2022-12-12
Filed
December 13, 2022, 6:59 PM ET
David S. Briones, Raj Mehra, Gregory Skalicky, and Christopher Twitty ceased serving on the Board
Appointed

Karen Cashmere

Chief Commercial Officer
ZVSA · ZyVersa Therapeutics, Inc.
Effective
2022-12-12
Filed
December 13, 2022, 6:59 PM ET
Karen Cashmere was appointed Chief Commercial Officer
Departed

David S. Briones

Director
ZVSA · ZyVersa Therapeutics, Inc.
Effective
2022-12-12
Filed
December 13, 2022, 6:59 PM ET
David S. Briones, Raj Mehra, Gregory Skalicky, and Christopher Twitty ceased serving on the Board
Departed

Christopher Twitty

Director
ZVSA · ZyVersa Therapeutics, Inc.
Effective
2022-12-12
Filed
December 13, 2022, 6:59 PM ET
David S. Briones, Raj Mehra, Gregory Skalicky, and Christopher Twitty ceased serving on the Board
Appointed

Robert Finizio

Director
ZVSA · ZyVersa Therapeutics, Inc.
Effective
2022-12-12
Filed
December 13, 2022, 6:59 PM ET
Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company
Appointed

Peter Wolfe

Chief Financial Officer and Secretary
ZVSA · ZyVersa Therapeutics, Inc.
Effective
2022-12-12
Filed
December 13, 2022, 6:59 PM ET
Peter Wolfe was appointed Chief Financial Officer and Secretary

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Min-Chul Park was appointed as Director at ZyVersa Therapeutics, Inc..

Action
appointed
Role
Director
Exact text from the filing
Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Nicholas A. LaBella was appointed as Chief Scientific Officer at ZyVersa Therapeutics, Inc..

Action
appointed
Role
Chief Scientific Officer
Exact text from the filing
Nicholas A. LaBella was appointed Chief Scientific Officer
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Stephen C. Glover was appointed as Director at ZyVersa Therapeutics, Inc..

Action
appointed
Role
Director
Exact text from the filing
Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Daniel J. O’Connor was appointed as Director at ZyVersa Therapeutics, Inc..

Action
appointed
Role
Director
Exact text from the filing
Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Raj Mehra departed as Director at ZyVersa Therapeutics, Inc..

Action
ceased serving
Role
Director
Exact text from the filing
David S. Briones, Raj Mehra, Gregory Skalicky, and Christopher Twitty ceased serving on the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Stephen C. Glover was appointed as President and Chief Executive Officer at ZyVersa Therapeutics, Inc..

Action
appointed
Role
President and Chief Executive Officer
Exact text from the filing
Stephen C. Glover was appointed President and Chief Executive Officer
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Gregory Skalicky departed as Director at ZyVersa Therapeutics, Inc..

Action
ceased serving
Role
Director
Exact text from the filing
David S. Briones, Raj Mehra, Gregory Skalicky, and Christopher Twitty ceased serving on the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Karen Cashmere was appointed as Chief Commercial Officer at ZyVersa Therapeutics, Inc..

Action
appointed
Role
Chief Commercial Officer
Exact text from the filing
Karen Cashmere was appointed Chief Commercial Officer
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

David S. Briones departed as Director at ZyVersa Therapeutics, Inc..

Action
ceased serving
Role
Director
Exact text from the filing
David S. Briones, Raj Mehra, Gregory Skalicky, and Christopher Twitty ceased serving on the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Christopher Twitty departed as Director at ZyVersa Therapeutics, Inc..

Action
ceased serving
Role
Director
Exact text from the filing
David S. Briones, Raj Mehra, Gregory Skalicky, and Christopher Twitty ceased serving on the Board
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Robert Finizio was appointed as Director at ZyVersa Therapeutics, Inc..

Action
appointed
Role
Director
Exact text from the filing
Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Peter Wolfe was appointed as Chief Financial Officer and Secretary at ZyVersa Therapeutics, Inc..

Action
appointed
Role
Chief Financial Officer and Secretary
Exact text from the filing
Peter Wolfe was appointed Chief Financial Officer and Secretary
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ZyVersa Therapeutics, Inc.: Adopted a new Code of Business Conduct and Ethics.

Change
code of ethics
Exact text from the filing
Effective upon the Closing Date, in connection with the consummation of the Business Combination, the Board adopted a new Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of the Company, which is available on the Company’s website at https://zyversa.com .
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ZyVersa Therapeutics, Inc.: Company ceased to be a shell company as a result of the Business Combination.

Change
shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased to be a shell company.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ZyVersa Therapeutics, Inc.: Adopted amended and restated bylaws.

Change
bylaw amendment
Exact text from the filing
and the Company adopted amended restated bylaws pursuant to an Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”).
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

ZyVersa Therapeutics, Inc.: Amended and restated certificate of incorporation pursuant to Second Amended and Restated Certificate of Incorporation.

Change
charter amendment
Exact text from the filing
In connection with the consummation of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing Date, pursuant to a Second Amended and Restated Certificate of Incorporation (as amended, the “ Second Amended and Restated Certificate of Incorporation ”), and the Company adopted amended restated bylaws pursuant to an Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”).
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

ZyVersa Therapeutics, Inc. underwent a change of control involving ZyVersa Therapeutics, Inc. (Florida corporation) (closed 2022-12-12).

Action
change of control
Counterparty
ZyVersa Therapeutics, Inc. (Florida corporation)
Closing
2022-12-12
Exact text from the filing
On December 12, 2022, the parties consummated the Business Combination pursuant to the terms of that certain Business Combination Agreement, dated July 20, 2022, as amended (the “Business Combination Agreement”) by and among ZyVersa Therapeutics, Inc., a Florida corporation (“Old ZyVersa”), the Securityholder Representative (as defined in the Business Combination Agreement) named therein, Larkspur, and Larkspur Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Larkspur (“Merger Sub”).
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ZyVersa Therapeutics, Inc. entered into Business Combination Agreement with Larkspur, Larkspur Merger Sub, Inc., and the Securityholder Representative (effective 2022-12-12).

Action
entry
Agreement
merger
Counterparty
Larkspur, Larkspur Merger Sub, Inc., and the Securityholder Representative
Effective
2022-12-12
Exact text from the filing
On December 12, 2022, the parties consummated the Business Combination pursuant to the terms of that certain Business Combination Agreement, dated July 20, 2022, as amended (the “Business Combination Agreement”) by and among ZyVersa Therapeutics, Inc., a Florida corporation (“Old ZyVersa”), the Securityholder Representative (as defined in the Business Combination Agreement) named therein, Larkspur, and Larkspur Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Larkspur (“Merger Sub”).
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ZyVersa Therapeutics, Inc. entered into Series B Registration Rights Agreement with the Purchasers of the Series B Shares (effective 2022-12-12).

Action
entry
Counterparty
the Purchasers of the Series B Shares
Effective
2022-12-12
Exact text from the filing
On December 12, 2022, in connection with the consummation of the Business Combination, Larkspur and the Purchasers of the Series B Shares entered into a Registration Rights Agreement (the “Series B Registration Rights Agreement”).
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ZyVersa Therapeutics, Inc. entered into Lock-Up Agreements with the Key ZyVersa Shareholders and stockholders of Old ZyVersa (effective 2022-12-12).

Action
entry
Agreement
asset purchase
Counterparty
the Key ZyVersa Shareholders and stockholders of Old ZyVersa
Effective
2022-12-12
Exact text from the filing
In connection with the consummation of the Business Combination, the Company, the Key ZyVersa Shareholders and stockholders of Old ZyVersa, entered into the Lock-Up Agreements as contemplated by the Business Combination Agreement.
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ZyVersa Therapeutics, Inc. entered into PIPE Registration Rights Agreement with the PIPE Investors (effective 2022-12-12).

Action
entry
Agreement
equity purchase
Counterparty
the PIPE Investors
Effective
2022-12-12
Exact text from the filing
On December 12, 2022, in connection with the consummation of the Business Combination, the Company and the PIPE Investors entered into a Registration Rights Agreement (the “PIPE Registration Rights Agreement”).
View on SEC.gov
Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ZyVersa Therapeutics, Inc. entered into Amended and Restated Registration Rights Agreement with the Sponsor and certain persons and entities holding securities of the Company (effective 2022-12-12).

Action
entry
Counterparty
the Sponsor and certain persons and entities holding securities of the Company
Effective
2022-12-12
Exact text from the filing
On December 12, 2022, substantially concurrently with the consummation of the Business Combination, the Company, the Sponsor and certain persons and entities holding securities of the Company entered into the Amended and Restated Registration Rights Agreement.
View on SEC.gov

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ZyVersa Therapeutics, Inc. filing history →

Source: SEC EDGAR
accession 0001493152-22-035258
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