--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-22-035258" form_type: "8-K" ticker: "ZVSA" cik: "0001859007" company_name: "ZyVersa Therapeutics, Inc." filed_at: "2022-12-13T23:59:59+00:00" generated_at: "2026-06-21T05:42:09.124265+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # ZyVersa Therapeutics completes de-SPAC merger with Larkspur; 99% of public shares redeemed ## Summary - Larkspur merged with ZyVersa on Dec 12, 2022; name changed to ZyVersa Therapeutics, Inc. (ZVSA). - Public stockholders redeemed 7,667,029 shares (~$77.99M) at $10.17/share, leaving ~100K public shares. - PIPE investment of $8.635M via Series A Preferred and warrants at $1,000 per unit, conversion price $10. - Post-deal: 9,081,922 common shares outstanding; exchange ratio of 5.037 for Old ZyVersa shares. - Ownership: Larkspur Health LLC (16.8%), INCON Co., Ltd. (20.4%), Stephen Glover (15.1%), Daniel O'Connor (16.8%). ## SEC filing metadata - accession: 0001493152-22-035258 - form_type: 8-K - ticker: ZVSA - cik: 0001859007 - company_name: ZyVersa Therapeutics, Inc. - filed_at: 2022-12-13T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.01, 2.01, 5.06, 9.01, 5.02, 3.02, 4.01, 3.01, 3.03, 5.03, 5.01, 5.05, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-22-035258 - JSON: https://secwatch.observer/filing/0001493152-22-035258.json - Plain text: https://secwatch.observer/filing/0001493152-22-035258.txt ## Key facts - Executive change Min-Chul Park was appointed as Director at ZyVersa Therapeutics, Inc.. - Action: appointed - Role: Director source text: Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Executive change Nicholas A. LaBella was appointed as Chief Scientific Officer at ZyVersa Therapeutics, Inc.. - Action: appointed - Role: Chief Scientific Officer source text: Nicholas A. LaBella was appointed Chief Scientific Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Executive change Stephen C. Glover was appointed as Director at ZyVersa Therapeutics, Inc.. - Action: appointed - Role: Director source text: Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Executive change Daniel J. O’Connor was appointed as Director at ZyVersa Therapeutics, Inc.. - Action: appointed - Role: Director source text: Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Executive change Raj Mehra departed as Director at ZyVersa Therapeutics, Inc.. - Action: ceased serving - Role: Director source text: David S. Briones, Raj Mehra, Gregory Skalicky, and Christopher Twitty ceased serving on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Executive change Stephen C. Glover was appointed as President and Chief Executive Officer at ZyVersa Therapeutics, Inc.. - Action: appointed - Role: President and Chief Executive Officer source text: Stephen C. Glover was appointed President and Chief Executive Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Executive change Gregory Skalicky departed as Director at ZyVersa Therapeutics, Inc.. - Action: ceased serving - Role: Director source text: David S. Briones, Raj Mehra, Gregory Skalicky, and Christopher Twitty ceased serving on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Executive change Karen Cashmere was appointed as Chief Commercial Officer at ZyVersa Therapeutics, Inc.. - Action: appointed - Role: Chief Commercial Officer source text: Karen Cashmere was appointed Chief Commercial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Executive change David S. Briones departed as Director at ZyVersa Therapeutics, Inc.. - Action: ceased serving - Role: Director source text: David S. Briones, Raj Mehra, Gregory Skalicky, and Christopher Twitty ceased serving on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Executive change Christopher Twitty departed as Director at ZyVersa Therapeutics, Inc.. - Action: ceased serving - Role: Director source text: David S. Briones, Raj Mehra, Gregory Skalicky, and Christopher Twitty ceased serving on the Board evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Executive change Robert Finizio was appointed as Director at ZyVersa Therapeutics, Inc.. - Action: appointed - Role: Director source text: Stephen C. Glover, Robert Finizio, Min-Chul Park, and Daniel J. O’Connor were appointed as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Executive change Peter Wolfe was appointed as Chief Financial Officer and Secretary at ZyVersa Therapeutics, Inc.. - Action: appointed - Role: Chief Financial Officer and Secretary source text: Peter Wolfe was appointed Chief Financial Officer and Secretary evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Governance Changes ZyVersa Therapeutics, Inc.: Adopted a new Code of Business Conduct and Ethics. - Change: code of ethics source text: 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 . evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Governance Changes ZyVersa Therapeutics, Inc.: Company ceased to be a shell company as a result of the Business Combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Governance Changes ZyVersa Therapeutics, Inc.: Adopted amended and restated bylaws. - Change: bylaw amendment source text: and the Company adopted amended restated bylaws pursuant to an Amended and Restated Bylaws (the “ Amended and Restated Bylaws ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Governance Changes ZyVersa Therapeutics, Inc.: Amended and restated certificate of incorporation pursuant to Second Amended and Restated Certificate of Incorporation. - Change: charter amendment source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - M&A Transactions 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Material Agreements 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1859007/000149315222035258/0001493152-22-035258-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.