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                               November 16, 2023

       Stephen C. Glover
       Chief Executive Officer
       ZyVersa Therapeutics, Inc.
       2200 N. Commerce Parkway, Suite 208
       Weston, FL 33326

                                                        Re: ZyVersa
Therapeutics, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed November 3,
2023
                                                            File No. 333-275320

       Dear Stephen C. Glover:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your disclosure
that you have engaged A.G.P./Alliance Global Partners to act as
                                                        your placement agent in
a best efforts offering. Please revise your cover page to disclose
                                                        the termination date of
this offering or otherwise advise. See Item 501(b)(8)(iii) of
                                                        Regulation S-K.
       Use of Proceeds, page 67

   2.                                                   We note your disclosure
that a portion of the proceeds will go to the holders of the Series
                                                        B Shares. Please revise
your disclosure here to indicate the order of priority for the use of
                                                        proceeds in this
offering. Refer to Instruction 1 of Item 504 of Regulation S-K.
   3.                                                   Please revise your
disclosure in this section and in the Prospectus Summary to explain
                                                        why the holders of the
Series B Shares will receive any proceeds from this offering. To
 Stephen C. Glover
ZyVersa Therapeutics, Inc.
November 16, 2023
Page 2
       the extent that the proceeds from this offering will be used to redeem
the Series B Shares,
       please clarify whether such redemption will be made at 120% of the
purchase price of the
       Series B Shares. Additionally, please specify whether AGP will receive
proceeds from
       this offering as a holder of Series B Shares.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Joshua Gorsky at 202-551-7836 or Laura Crotty at
202-551-7614 with any
other questions.



                                                             Sincerely,
FirstName LastNameStephen C. Glover
                                                             Division of
Corporation Finance
Comapany NameZyVersa Therapeutics, Inc.
                                                             Office of Life
Sciences
November 16, 2023 Page 2
cc:       Faith L. Charles
FirstName LastName