- Special meeting of Larkspur stockholders scheduled for
December 8, 2022, to vote on the
proposed business combination of Larkspur with ZyVersa
- ZyVersa is a clinical stage biopharmaceutical company with
two licensed proprietary product platforms, a cholesterol efflux
mediator targeting multiple renal diseases, and an inflammatory ASC
inhibitor targeting numerous inflammatory diseases
- ZyVersa and Larkspur Health entered into a definitive
business combination agreement dated July
20, 2022, as amended (the "Business Combination
Agreement")
- Combined company expected to be named ZyVersa Therapeutics,
Inc. and listed on NASDAQ in fourth quarter of 2022 under ticker
"ZVSA"
BRIDGEWATER, N.J. and WESTON, Fla., Nov. 15,
2022 /PRNewswire/ -- Larkspur Health Acquisition
Corp. (NASDAQ: LSPR or "Larkspur"), a blank-check special purpose
acquisition company, and 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, are pleased to announce that Larkspur's
proxy/registration statement on Form S-4 filed with the U.S.
Securities and Exchange Commission ("SEC") on August 12, 2022, as amended (the "Registration
Statement"), was declared effective by the SEC on November 14, 2022. The Registration Statement was
filed in connection with the proposed business combination between
Larkspur and ZyVersa previously announced on July 20, 2022.
ZyVersa & Larkspur Proposed Business
Combination Expected to be Publicly Traded on Nasdaq Q4-2022 as
ZyVersa (ZVSA).
Larkspur has scheduled a special meeting of their stockholders
to seek approval and adoption of the Business Combination Agreement
and the transactions contemplated thereby (the "Transaction"), and
other related matters, a key milestone in the business combination
process.
The Larkspur special meeting of stockholders will be held on
December 8, 2022, at 10:00 am Eastern Time at
https://www.cstproxy.com/lsprhealth/2022. Larkspur's common
stockholders of record as of the close of business on November 8, 2022, are entitled to receive notice
of, to vote, and have their votes counted at the special meeting
and any adjournment thereof. Larkspur's stockholders will be mailed
the proxy statement and prospectus in connection with the
Transaction beginning November 14,
2022. The Registration Statement containing the proxy
statement and prospectus contains important information about the
proposed Transaction, the Business Combination Agreement, and the
proposals to be considered at the special meeting. The Registration
Statement containing the proxy statement, prospectus, and proposals
to be considered is available through the SEC's website at
www.sec.gov or at www.lsprhealth.com.
"We are delighted to partner with ZyVersa in this business
combination," said Daniel J.
O'Connor, Chairman and Chief Executive Officer of Larkspur.
"We believe that ZyVersa has potential to build stockholder value,
based on its unique value proposition summarized below," continued
Mr. O'Connor.
- Two proprietary drug platforms to address significant unmet
needs of patients with renal diseases (VAR 200) and inflammatory
diseases (IC 100)
- A phase 2a-ready lead renal product candidate, VAR 200, which
mediates removal of excess intracellular lipids that contribute to
kidney damage leading to end-stage renal disease
- A lead anti-inflammatory drug candidate, inflammasome ASC
inhibitor (IC 100), which blocks initiation and perpetuation of
damaging inflammation that's pathogenic in a multitude of
inflammatory diseases
- An experienced CEO, Mr. Stephen
Glover, who has co-founded and led multiple biopharma
companies
- A Management team with deep scientific, commercial, and
operational experience
The closing of the Transaction, which is expected to occur in
the fourth quarter of 2022, is subject to approval by Larkspur's
stockholders and the other closing conditions set forth in the
definitive Business Combination Agreement. 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."
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. Their entrepreneurial
approach supports management teams in making impactful decisions
with an eye toward growth and operational excellence. For more
information, please visit www.lsprhealth.com.
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 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 being developed to treat a multitude of inflammatory
diseases. For more information, please visit www.zyversa.com.
Important Information for
Investors and Stockholders and Where to Find It
In connection with the transactions described herein, Larkspur
filed its 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 REGISTRATION STATEMENT,
INCLUDING 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 Registration Statement, 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 will be included in the proxy
statement/prospectus pertaining to the proposed Transactions when
it becomes available. 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.