- ZyVersa is a clinical stage biopharmaceutical company
developing first-in-class product candidates to address significant
unmet medical needs of patients with renal and inflammatory
diseases
- Lead renal product candidate, phase 2a-ready VAR 200,
mediates removal of excess intracellular lipids that contribute
to kidney damage leading to end-stage renal disease
- Lead anti-inflammatory product candidate, inflammasome ASC
inhibitor (IC 100), blocks initiation and perpetuation of damaging
inflammation that's pathogenic in a multitude of inflammatory
diseases
- Transaction proceeds will advance clinical evaluation of VAR
200 and progress IC 100 into the clinic
- Combined company to have an implied initial enterprise value
of approximately $108.92 Million, and
the transaction is expected to deliver cash proceeds of around
$83.12 Million to ZyVersa (assuming
no redemptions) to fund ZyVersa's clinical development
programs
- Transaction expected to be completed in fourth quarter of
2022; combined company expected to be listed on NASDAQ under ticker
"ZVSA"
WESTON,
Fla. and BRIDGEWATER,
N.J., July 20, 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, announced today
that they have entered into a definitive business combination
agreement (the "Business Combination Agreement"). The business
combination transaction is expected to provide ZyVersa
with access to the public equity market, which the parties
believe will escalate development of ZyVersa's renal
and inflammasome product candidate pipelines. Upon the
business combination transaction closing, which is expected to
occur in the fourth quarter of 2022, the combined company is
expected to be named ZyVersa Therapeutics, Inc., which
will continue to operate under the ZyVersa management
team, led by Stephen C. Glover, Co-Founder, Chief
Executive Officer, and Chairman. The combined company's common
stock is anticipated to be listed on NASDAQ under
ticker symbol "ZVSA."
ZyVersa Therapeutics to Become a Publicly
Traded Biopharma Company via Merger with Larkspur Health
Acquisition Corp.
"We are delighted to partner with Larkspur in this business
combination. Their management and board have vast experience as
investors and operating executives in the biopharmaceutical
industry," stated Mr. Glover. "This merger and entry into the
public markets will enable us to escalate development of our
pipeline drug candidates for targeted patients with renal and
inflammatory diseases, who have the need for disease-modifying
drugs that are well tolerated and safe. We believe our drug
candidates in development for these patients have potential to meet
these needs and help drive improved health outcomes," added Mr.
Glover.
"ZyVersa's management team has deep scientific and operational
experience, and the company has two exciting assets, IC 100 for
inflammatory diseases and VAR 200 for renal diseases," said
Daniel J. O'Connor, Chairman and
Chief Executive Officer of Larkspur. "IC 100, an inflammasome ASC
inhibitor, blocks upstream intracellular initiation of the
inflammatory cascade and extracellular perpetuation of
inflammation, leading to potential for application in numerous,
diverse inflammatory conditions. VAR 200,
2-hydroxypropyl-beta-cyclodextrin, is a cholesterol efflux mediator
intended to reduce renal lipid accumulation that contributes to
glomerular diseases and their progression. VAR 200's lead
indication is orphan focal segmental glomerulosclerosis. It also
has potential to treat orphan Alport syndrome and diabetic kidney
disease. ZyVersa's CEO, Mr. Glover has co-founded and led multiple
biopharma companies. Prior to co-founding ZyVersa, he was
Co-founder and Chief Business Officer of Coherus BioSciences, a
late-stage commercial biologics platform company focused on
delivering biosimilar therapeutics which went public in 2014.
Previously, Mr. Glover was President of Insmed Therapeutic Proteins
and EVP and Chief Business Officer of Insmed Incorporated, where he
was responsible for creating the company's biosimilar business unit
and divestiture of that business to Merck. He also led the
strategic review process that resulted in the merger of Insmed and
Transave," added Mr. O'Connor. "Mr. Glover clearly excels in
licensing, M&A, raising capital, and taking companies public.
His current management team consists of successful leaders in drug
development, manufacturing, and commercialization from his prior
companies. We believe that ZyVersa is well positioned to create
significant value for stockholders," concluded Mr. O'Connor.
Transaction
Overview
The combined company will have an estimated pro forma enterprise
valuation of approximately $108.92
million. Cash proceeds from the transactions contemplated by
the Business Combination Agreement (the "Transactions") are
expected to consist of up to approximately $77.67 million of cash held in Larkspur's trust
account (before any redemptions by Larkspur's public stockholders
and the payment of certain expenses) and approximately $7.00 million attributable to a private
investment anchored by new institutional investors (the "PIPE
Investment"). Proceeds from the PIPE Investment are expected to be
used as working capital and to advance the clinical evaluation of
VAR 200 and progress IC 100 into the clinic. The PIPE Investment
expected to close in connection with the business combination is
conditioned upon ZyVersa obtaining an additional interim financing,
and also subject to the satisfaction of other customary closing
conditions and a NASDAQ listing. After the closing of the
Transactions and assuming no redemptions by Larkspur's public
stockholders, existing ZyVersa shareholders will retain 100% of
their equity ownership and will own approximately 44.20% of the pro
forma combined company.
The Transactions, which have been unanimously approved by the
boards of directors of both ZyVersa and Larkspur, are subject to,
among other customary closing conditions, approval by shareholders
of Larkspur, and shareholders of ZyVersa.
A more detailed description of the transaction terms and a copy
of the Business Combination Agreement and the definitive documents
governing the PIPE Investment will be included in a current report
on Form 8-K to be filed with the U.S. Securities and Exchange
Commission (the "SEC") by Larkspur. Larkspur will also file a
registration statement (which will be a combined proxy statement
and prospectus) with the SEC in connection with the
Transactions.
Advisors
The Benchmark Company LLC and Noble Capital Markets, Inc. are
serving as financial advisors to ZyVersa, and Lowenstein Sandler
LLP is serving as legal advisor to ZyVersa. A.G.P./Alliance Global
Partners, to which Manatt, Phelps & Phillips, LLP is serving as
legal advisor, is serving as the exclusive financial advisor to
Larkspur. Alston & Bird LLP is serving as legal advisor to
Larkspur.
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 being developed 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
intends to file a registration statement on Form S-4 that will
include 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 on Form 10-K for the year
ended December 31, 2021 filed with the SEC, 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.
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 Merger
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 Merger 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.