- Aggregate committed financing in support of the business
combination now at $10.0
million
- ZyVersa and Larkspur entered into a definitive business
combination agreement on July 20,
2022
- ZyVersa is a clinical stage biopharmaceutical company
developing first-in-class product candidates to address significant
unmet medical needs in patients with renal and inflammatory
diseases
- Transaction expected to be completed in fourth quarter of
2022
- Combined company expected to be named ZyVersa Therapeutics,
Inc. and listed on NASDAQ under ticker "ZVSA"
BRIDGEWATER, N.J. and
WESTON, Fla., Sept. 27, 2022 /PRNewswire/ -- ZyVersa
Therapeutics, Inc. ("ZyVersa"), a clinical stage specialty
biopharmaceutical company leveraging advanced, proprietary
technologies to develop product candidates that address unmet
medical needs in the areas of renal and inflammatory diseases, and
Larkspur Health Acquisition Corp. (NASDAQ: LSPR or "Larkspur"), a
blank-check special purpose acquisition company, are pleased to
announce that Larkspur has refiled with the U.S. Securities and
Exchange Commission (the "SEC") their proxy/registration statement
on Form S-4 (the "Registration Statement") in connection with the
business combination agreement (the "Transaction") between Larkspur
and ZyVersa previously announced on July 20,
2022. Larkspur and ZyVersa are also pleased to announce
commitments of approximately $8.5
million, exceeding the previously announced $7.0 million, contingent financing that provides
for the purchase of Convertible Preferred Stock of Larkspur (the
"PIPE Investment"). ZyVersa has also announced an additional
closing of an interim finance round of approximately $1.5 million from an offering of Series A
Convertible Preferred Stock of ZyVersa that will convert into
ZyVersa common stock in connection with the Transaction (the
"Bridge"). The aggregate committed capital between the PIPE
Investment and the Bridge is now $10.0
million. Capital raised in the Bridge will support the
advancement of research and development programs and ongoing
ZyVersa operations and, along with funds from the PIPE Investment,
will be used by the combined company following the Transaction for
similar business purposes.
ZyVersa and Larkspur Health announce
aggregate committed financing of $10M
to support business combination
The PIPE Investment is anticipated to close simultaneously with
the closing of the Transaction, which is expected to take place in
the fourth quarter of 2022. Upon closing of the Transaction,
Larkspur is expected to be renamed ZyVersa Therapeutics, Inc. and
will continue to operate under the ZyVersa management team, led by
Stephen C. Glover, Co-Founder, Chief
Executive Officer, and Chairman of ZyVersa. The combined company's
common stock is anticipated to be listed on NASDAQ under ticker
symbol "ZVSA."
"We are grateful to our investors, including some who have been
with us for many years, for their continued support and follow-on
investments," said ZyVersa's CEO, Stephen
C. Glover. "Their support will enable us to advance clinical
evaluation of our cholesterol efflux mediator candidate (VAR 200)
in patients with orphan renal disease, FSGS, and to progress our
inflammasome ASC inhibitor candidate (IC 100) into Phase 1 trials.
Patient targets for each of these product candidates have
significant unmet medical needs that we believe our product
candidates have potential to fulfill," continued Mr. Glover.
"We appreciate the vote of confidence from our new PIPE
investors," stated Daniel J.
O'Connor, Chairman and Chief Executive Officer of Larkspur.
"Their support is a tribute to their belief in ZyVersa's CEO, Mr.
Stephen Glover, who has successfully
co-founded and led multiple biopharma companies; the extensive
scientific and operational experience of ZyVersa's management team;
and the potential of ZyVersa's proprietary drug candidates, VAR 200
and IC 100, to help drive improved health outcomes in patients with
serious renal or inflammatory diseases," added Mr. O'Connor.
About ZyVersa Therapeutics,
Inc.
ZyVersa is a clinical stage specialty biopharmaceutical company
leveraging advanced, proprietary technologies to develop product
candidates that address unmet medical needs in the areas of renal
and inflammatory diseases. ZyVersa's development pipeline includes
phase 2a ready VAR 200, a cholesterol efflux mediator for treatment
of rare kidney disease, focal segmental glomerulosclerosis. ZyVersa
believes VAR 200 has the potential to treat other glomerular
diseases, including Alport Syndrome and diabetic kidney disease.
ZyVersa's development pipeline also includes IC 100, a novel
inflammasome ASC inhibitor in development to treat a multitude of
inflammatory diseases. For more information, please visit
www.zyversa.com.
About Larkspur Health Acquisition
Corp.
Larkspur is a Special Purpose Acquisition Company (SPAC) formed
to identify a biopharmaceutical company that can develop and thrive
as a newly formed public company and benefit from Larkspur's
operational expertise and a significant infusion of capital. Each
of Larkspur's management team and board of directors have been
former management and executive leadership of private and public
biopharmaceutical companies and have over 50+ years of aggregate
investment and operational experiences. The team strongly believes
in the growth opportunities in the biotechnology industry. They are
experienced operators who seek to partner with top innovators and
thinkers in the biopharmaceutical field. As operators, their
entrepreneurial approach enables support for management teams in
making impactful decisions with an eye toward growth and
operational excellence. For more information, please visit
www.lsprhealth.com.
Important Information for
Investors and Stockholders and Where to Find It
In connection with the transactions described herein, Larkspur
filed a registration statement on Form S-4 that includes a proxy
statement with respect to the stockholder meeting of Larkspur and a
prospectus with respect to securities of the combined company.
After the registration statement is declared effective by the SEC,
the proxy statement/prospectus will be sent to all Larkspur and
ZyVersa stockholders. Larkspur will also file other documents
regarding the proposed business combination with the SEC. BEFORE
MAKING ANY VOTING DECISION, INVESTORS AND SECURITIES HOLDERS OF
LARKSPUR AND ZYVERSA ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS
COMBINATION AS THEY BECOME AVAILABLE SINCE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND
THE PARTIES TO THE PROPOSED BUSINESS COMBINATION.
Investors and securities holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by Larkspur
through the website maintained by the SEC at https://sec.gov/. In
addition, the documents filed by Larkspur may be obtained free of
charge from Larkspur's website at www.lsprhealth.com or by written
request to info@lsprhealth.com. Additional information about the
proposed transaction, including a copy of the business combination
agreement and investor presentation, will be provided in a Current
Report on Form 8-K to be filed by Larkspur with the SEC which can
be accessed at www.sec.gov as well as online at
www.lsprhealth.com.
Participants in the
Solicitation
Larkspur, ZyVersa, and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Larkspur's stockholders in connection with the
proposed transaction. Information about Larkspur's directors and
executive officers and their ownership of Larkspur's securities is
set forth in Larkspur's Annual Report for the year ended
December 31, 2021, which was filed
with the SEC on Form 10-K, as modified or supplemented by any Form
3 or Form 4 filed with the SEC since the date of such filing. Other
information regarding the interests of the participants in the
proxy solicitation is included in the proxy statement/prospectus
pertaining to the proposed Transactions that has been filed with
the SEC. These documents can be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
Forward Looking
Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between Larkspur Health Acquisition Corp.
("Larkspur"), and ZyVersa Therapeutics, Inc. ("ZyVersa"). All
statements other than statements of historical facts contained in
this press release, including statements regarding Larkspur or
ZyVersa's future results of operations and financial position, the
amount of cash expected to be available to ZyVersa after the
closing and giving effect to any redemptions by Larkspur's
stockholders, ZyVersa's business strategy, prospective product
candidates, product approvals, research and development costs,
timing and likelihood of success, plans and objectives of
management for future operations, future results of current and
anticipated product candidates, and expected use of proceeds, are
forward-looking statements. These forward-looking statements
generally are identified by the words "believe," "project,"
"expect," "anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result," and similar expressions.
These forward-looking statements are subject to a number of risks,
uncertainties and assumptions, including, but not limited to, the
following risks relating to the proposed transaction: the
occurrence of any event, change or other circumstances that could
give rise to the termination of the Business Combination Agreement;
the risk that the transaction may not be completed in a timely
manner or at all, which may adversely affect the price of
Larkspur's securities; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
Business Combination Agreement; the inability to complete the
Transactions, including due to failure to obtain approval of the
shareholders of Larkspur or other conditions to closing in the
Business Combination Agreement; the inability to obtain or maintain
the listing of Larkspur's common stock on NASDAQ following the
Transactions; the risk that the Transactions disrupt current plans
and operations of ZyVersa as a result of the announcement and
consummation of the Transactions; the ability to recognize the
anticipated benefits of the Transactions, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth economically and hire and retain
key employees; the risks that ZyVersa's product candidates in
development fail clinical trials or are not approved by the U.S.
Food and Drug Administration or other applicable authorities; costs
related to the Transactions; changes in applicable laws or
regulations; the possibility that Larkspur or ZyVersa may be
adversely affected by other economic, business, and/or competitive
factors; and other risks and uncertainties to be identified in the
proxy statement/prospectus (when available) relating to the
Transactions, including those under "Risk Factors" therein, and in
other filings with the SEC made by Larkspur. Moreover, ZyVersa
operates in a very competitive and rapidly changing environment.
Because forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified
and some of which are beyond Larkspur's and ZyVersa's control, you
should not rely on these forward-looking statements as predictions
of future events. Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and except as required by law.
Larkspur and ZyVersa assume no obligation and do not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither
Larkspur nor ZyVersa gives any assurance that either Larkspur or
ZyVersa or the combined company will achieve its expectations.
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SOURCE ZyVersa Therapeutics, Inc.; Larkspur Health Acquisition
Corp.