CUSIP
No. 98987D102 |
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13G |
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Page
2 of 9 Pages |
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1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ionic Ventures, LLC |
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
California, United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
2,106,704
(1) |
7. |
SOLE DISPOSITIVE
POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
2,106,704
(1) |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,106,704
(1) |
10. |
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
TYPE OF REPORTING
PERSON (see instructions)
OO |
| (1) | As
more fully described in Item 4, this does not give full effect to warrants owned by the reporting
person subject to a beneficial ownership blocker. |
CUSIP
No. 98987D102 |
|
13G |
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Page 3 of 9 Pages |
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1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brendan O’Neil |
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
2,106,704
(1) |
7. |
SOLE DISPOSITIVE
POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
2,106,704
(1) |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,106,704
(1) |
10. |
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
TYPE OF REPORTING
PERSON (see instructions)
IN |
| (1) | As
more fully described in Item 4, this does not give full effect to warrants owned by the reporting
person subject to a beneficial ownership blocker. |
CUSIP No. 98987D102 |
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13G |
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Page 4 of 9 Pages |
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1. |
NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keith Coulston |
2. |
CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☒ |
3. |
SEC USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
2,106,704
(1) |
7. |
SOLE DISPOSITIVE
POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
2,106,704
(1) |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,106,704
(1) |
10. |
CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
TYPE OF REPORTING
PERSON (see instructions)
IN |
| (1) | As
more fully described in Item 4, this does not give full effect to warrants owned by the reporting
person subject to a beneficial ownership blocker. |
CUSIP No. 98987D102 |
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13G |
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Page 5 of 9 Pages |
Item
1(a). Name of Issuer:
Zyversa
Therapeutics, Inc. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive Offices:
The
Issuer’s principal executive offices are located at 2200 N. Commerce Parkway, Suite 208, Weston, FL 33326.
Item
2(a). Names of Persons Filing:
This statement is filed by: |
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(i) |
Ionic Ventures LLC, a California
limited liability company (“Ionic”); |
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(ii) |
Brendan O’Neil (“Mr. O’Neil”);
and |
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(iii) |
Keith Coulston (“Mr. Coulston”). |
The
foregoing persons are hereinafter sometimes collectively referred to as the (“Reporting Persons”). Any disclosures
herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate
party.
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant
to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The
filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership
of the securities reported herein.
Item
2(b). Address of Principal Business Office or, if none, Residence:
The
principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 256, San Francisco, CA 94123.
Item
2(c). Citizenship:
Ionic
is a limited liability company organized under the laws of California. Each of Mr. O’Neil and Mr. Coulston is a citizen of the
United States.
Item
2(d). Title of Class of Securities:
The
title of the class of securities to which this statement relates is the Common Stock, par value $0.0001 per share.
Item
2(e). CUSIP Number: 98987D102
CUSIP No. 98987D102 |
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13G |
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Page 6 of 9 Pages |
Item
3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
Not
applicable.
Item
4. Ownership.
The
information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to
this Schedule 13G and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based
on (i) 20,227,422 shares of Common Stock outstanding as reported in the Issuer’s Prospectus Supplement (File No. 333-269442) filed
by the Issuer pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended, with the U.S. Securities and Exchange Commission
on April 28, 2023, and (ii) 860,798 shares of Common Stock that are issuable upon exercise of warrants (the “Warrants”)
that are held by the Reporting Persons, subject to a blocker (the “Blocker”).
As
of April 28, 2023, the Reporting Persons hold (i) 1,245,906 shares of Common Stock and (ii) additional shares of Common Stock issuable
upon full exercise of the 1,820,906 Warrants held by the Reporting Persons. Due to the Blocker, the Reporting Persons are prohibited
from exercising the Warrants into shares of Common Stock if, as a result of such exercise, the holder, together with its affiliates and
any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 9.99% of the total
number of shares of Common Stock then issued and outstanding immediately after giving effect to the exercise. Consequently, as of the
date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise all of the Warrants due
to the Blocker.
As
of April 28, 2023, Ionic is the beneficial owner of 2,106,704 shares of Common Stock (the “Shares”). Ionic has the
power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its managers, Mr. O’Neil
and Mr. Coulston. Mr. O’Neil and Mr. Coulston, as managers of Ionic, have shared power to vote and/or dispose of the Shares beneficially
owned by Ionic. Neither Mr. O’Neil nor Mr. Coulston directly owns any Common Stock of the Issuer. By reason of the provisions of
Rule 13d-3 of the Act, each of Mr. O’Neil and Mr. Coulston may be deemed to beneficially own the Shares beneficially owned by Ionic.
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
Not
applicable.
CUSIP No. 98987D102 |
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13G |
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Page 7 of 9 Pages |
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the Group.
Not
applicable.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under § 240.14a-11.
CUSIP No. 98987D102 |
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13G |
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Page 8 of 9 Pages |
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.
Date: May 3, 2023 |
IONIC VENTURES, LLC |
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/s/ Keith Coulston |
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Name: Keith Coulston |
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Title: Partner |
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/s/ Brendan
O’Neil |
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Brendan O’Neil |
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/s/ Keith Coulston |
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Keith Coulston |
CUSIP No. 98987D102 |
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13G |
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Page 9 of 9 Pages |
EXHIBIT
1
JOINT
FILING AGREEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not
be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate. The undersigned hereby further agree that this Joint Filing Agreement may
be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts
shall together constitute one and the same instrument.
Date: May 3, 2023 |
IONIC VENTURES, LLC |
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/s/ Keith Coulston |
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Name: Keith Coulston |
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Title: Partner |
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/s/ Brendan
O’Neil |
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Brendan O’Neil |
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/s/ Keith Coulston |
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Keith Coulston |