UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
| ZyVersa Therapeutics, Inc. | ||
| (Name of Issuer) | ||
| Common Stock, par value $0.0001 per share | ||
| (Title of Class of Securities) | ||
| 98987D 102 | ||
| (CUSIP Number) | ||
Jared Kelly Lowenstein Sandler LLP One Lowenstein Drive Roseland, NJ 07068 (212) 419-5974 |
||
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
||
| April 28, 2023 | ||
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 98987D 102 |
SCHEDULE 13D | Page 2 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Daniel J. O’Connor |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF |
7 | SOLE VOTING POWER
|
1,572,303* |
SHARES BENEFICIALLY |
8 | SHARED VOTING POWER
|
0 |
OWNED BY EACH |
9 | SOLE DISPOSITIVE POWER
|
1,572,303* |
REPORTING PERSON WITH
|
10 | SHARED DISPOSITIVE POWER
|
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,572,303* |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.70% |
| 14 | TYPE OF REPORTING PERSON
IN |
*As of the date hereof, Daniel J. O’Connor may be deemed to beneficially own an aggregate of 1,572,303 shares of common stock, par value $0.0001 per share (“Common Stock”), of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Issuer”), consisting of (i) 1,377,599 shares of Common Stock issued to Larkspur Health LLC (“Larkspur LLC”) in connection with the business combination completed between the Issuer and Larkspur Health Acquisition Corp. (the “Business Combination”); (ii) warrants to purchase up to 177,204 shares of Common Stock held by Larkspur LLC; (iii) warrants to purchase up to 8,750 shares of Common Stock held directly by Mr. O’Connor; and (iv) Series A Convertible Preferred Stock convertible into 8,750 shares of Common Stock held directly by Mr. O’Connor. Mr. O’Connor serves as the sole manager of Larkspur LLC. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. O’Connor may be deemed to beneficially own 1,572,303 shares of Common Stock, representing 7.70% of the Common Stock of the Issuer deemed issued and outstanding as of the date hereof. Mr. O’Connor disclaims any such beneficial ownership except to the extent of his pecuniary interest therein.
The beneficial ownership percentage is based on 20,225,263 shares of Common Stock reported as issued and outstanding in the Issuer’s Form 10-Q filed with the Securities Exchange Commission on May 12, 2023.
CUSIP No. 98987D 102 |
SCHEDULE 13D | Page 3 of 7 Pages |
| 1 | NAME OF REPORTING PERSONS
Larkspur Health LLC |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS
OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
NUMBER OF |
7 | SOLE VOTING POWER
|
1,554,803* |
SHARES BENEFICIALLY |
8 | SHARED VOTING POWER
|
0 |
OWNED BY EACH |
9 | SOLE DISPOSITIVE POWER
|
1,554,803* |
REPORTING PERSON WITH
|
10 | SHARED DISPOSITIVE POWER
|
0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,554,803* |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.61%* |
| 14 | TYPE OF REPORTING PERSON
OO |
*As of the date hereof, Larkspur Health LLC, a Delaware limited liability company (“Larkspur LLC”) is deemed to beneficially own an aggregate of 1,554,803 shares of common stock, par value $0.0001 per share (“Common Stock”), of ZyVersa Therapeutics, Inc., a Delaware corporation (the “Issuer”), representing 7.61% of the Common Stock of the Issuer deemed issued and outstanding as of the date hereof. The shares of Common Stock reported herein consist of (i) 1,377,599 shares of Common Stock issued to Larkspur LLC in connection with the Business Combination and (ii) warrants to purchase up to 177,204 shares of Common Stock.
The beneficial ownership percentage is based on 20,225,263 shares of Common Stock reported as issued and outstanding in the Issuer’s Form 10-Q filed with the Securities Exchange Commission on May 12, 2023.
CUSIP No. 98987D 102 |
SCHEDULE 13D | Page 4 of 7 Pages |
Explanatory Note
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed on behalf of (i) Daniel J. O’Connor and (ii) Larkspur Health LLC, a Delaware limited liability company (collectively, the “Reporting Persons”), with the Securities and Exchange Commission (the “SEC”) on December 12, 2022 (the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 1 does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.
CUSIP No. 98987D 102 |
SCHEDULE 13D | Page 5 of 7 Pages |
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:
(a-b)
Mr. O’Connor may be deemed to beneficially own (with sole voting and dispositive power) 1,572,303 shares of Common Stock, which represents approximately 7.70% of the Issuer’s issued and outstanding shares of Common Stock.
Larkspur LLC may be deemed to beneficially own (with sole voting and dispositive power) 1,554,803 shares of Common Stock, which represents approximately 7.61% of the Issuer’s issued and outstanding shares of Common Stock.
(c) Except as described in this Schedule 13D, there have been no transactions in the shares of Common Stock effected by the Reporting Persons during the past sixty days.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 98987D 102 |
SCHEDULE 13D | Page 6 of 7 Pages |
ITEM 7. MATERIAL REQUIRED TO BE FILED AS EXHIBITS
The following exhibits are incorporated into this Schedule 13D.
CUSIP No. 98987D 102 |
SCHEDULE 13D | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: May 12, 2023 | By: | /s/ Daniel J. O’Connor |
| Daniel J. O’Connor | ||
| Larkspur Health LLC | ||
| By: | /s/ Daniel J. O’Connor | |
| Name: | Daniel J. O’Connor | |
| Title: | Sole manager | |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).