Larkspur Health Acquisition Corp.

Larkspur Health Acquisition Corp.

May 13, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: ZyVersa Therapeutics, Inc.

ENTERPRISE VALUE: $108.92 million
ANTICIPATED SYMBOL: ZVSA

Larkspur Health Acquisition Corp. proposes to combine with ZyVersa Therapeutics, Inc., 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.

SUBSEQUENT EVENT – 9/27/22 – LINK

  • 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.

TRANSACTION

  • 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 are expected to consist of up to approximately $77.67 million of cash held in Larkspur’s trust account and approximately $7.00 million attributable to a private investment anchored by new institutional investors.
  • 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 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.

larkspur


PIPE

  • $7.00 million PIPE attributable to a private investment anchored by new institutional investors.
  • 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.
  • SUBSEQUENT EVENTLINK
    • 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

LOCK-UP

  • Sponsor and Company
    • 180 days after the Closing Date

NOTABLE CONDITIONS TO CLOSING

  • No minimum cash requirement at the Closing

NOTABLE CONDITIONS TO TERMINATION

  • By either Larkspur or the Company if the Effective Time shall not have occurred prior to December 15, 2022
  • By either Larkspur or the Company if any Governmental Order has become final and non-appealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions
  • By either Larkspur or the Company if any of the Required SPAC Proposals fail to receive the requisite vote for approval at Larkspur Shareholders’ Meeting
  • By Larkspur, in the event of a Written Consent Failure, or (vi) by Larkspur upon Terminating Company Breach
  • By the Company upon a Terminating SPAC Breach.

ADVISORS

  • The Benchmark Company LLC is serving as financial advisors to ZyVersa.
  • Noble Capital Markets, Inc. is serving as financial advisors to ZyVersa.
  • Lowenstein Sandler LLP is serving as legal advisor to ZyVersa.
  • 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.

MANAGEMENT & BOARD


Executive Officers

Daniel J. O’Connor, 57
Chairman, Chief Executive Officer, and Director

Mr. O’Connor is the Chief Executive Officer, President and Director of OncoSec Medical Incorporated, a NJ based biotech company an intratumoral cancer immunotherapy that utilizes IL-12. While CEO of OncoSec, Mr. O’Connor has launched two KEYNOTE studies combining Merck’s Keytruda® in PD-1 checkpoint refractory metastatic melanoma and in late-stage chemo-refractory triple negative breast cancer, raised more than $150 million and in 2019, successfully coordinated a $30 million strategic financing and collaboration with well-established biopharma partners. Prior to OncoSec, Mr. O’Connor served as President and CEO of Advaxis Inc., where he successfully up-listed the company to NASDAQ, implemented a turnaround strategy that resulted in more than $300 million raised in funding and licensing deals and established major partnerships with companies such as Amgen Inc., Merck & Co. and Bristol Myers Squibb. Under his leadership, the company advanced four new cancer immunotherapy drug candidates into clinical trials and several PD-1 combination clinical studies with Keytruda® and Opdivo®, which ultimately transformed Advaxis into a patient-focused, leading cancer immunotherapy company. Earlier in his career, Mr. O’Connor was the General Counsel and Senior Vice President for ImClone Systems where he led the clinical development, launch and commercialization of ERBITUX®, and positioned ImClone for sale to Eli Lilly in 2008. Mr. O’Connor served as General Counsel at PharmaNet (today, Syneos Health) and was part of the senior leadership team that grew PharmaNet from a start-up clinical research organization (CRO) into a well-established leader in clinical research. Mr. O’Connor currently serves on the Board of Directors for Seelos Therapeutics (NASDAQ: SEEL) and is the Chairman of the Audit Committee. Mr. O’Connor is also a member of the Board of Trustees of BioNJ and previously served as its Vice Chairman and Chairman of its Nominating Committee for several years. He is a 1995 graduate of the Penn State University’s Dickinson School of Law in Carlisle, Pennsylvania and previously served as a Trusted Advisor to its Dean. Mr. O’Connor graduated from the United States Marines Corps Officer Candidate School in 1988 and was commissioned as a Lieutenant in the U.S. Marines, attaining the rank of Captain and was deployed to Saudi Arabia for Operation Desert Shield. Prior to his career in drug development, Mr. O’Connor was a former criminal prosecutor in Somerset County, New Jersey.


David S. Briones, 45
Chief Financial Officer, and Treasurer, and Director

Mr. Briones is the founder and managing member of the Brio Financial Group (“Brio”), financial consulting firm that brings experienced finance and accounting expertise to both public and private companies. Since 2010, Brio has served over 75 companies as well as numerous banks, hedge funds, venture capital funds and private equity firms. Mr. Briones has provided several public companies in financial reporting, internal control development and evaluation, budgeting and forecasting services. He has developed a specialty representing private companies as the outsourced CFO/Financial reporting specialist as a private company navigates toward becoming a public company through a self-filing, a reverse merger or through a traditional initial public offering. In addition, since March 2019, Mr. Briones has served as the Chief Financial Officer of Hoth Therapeutics, Inc. From August 2013 to January 2020, Mr. Briones served as Chief Financial Officer of Petro River Oil Corp., an independent energy company focused on the exploration and development of conventional oil and gas assets. Mr. Briones also served as interim Chief Financial Officer of AdiTx Therapeutics, Inc. (Nasdaq: ADTX), a pre-clinical stage, life sciences company with a mission to prolong life and enhance life quality of transplanted patients from January 2018 to July 2020 (until the Company’s Initial Public Offering). From October 2017 to May 2018, Mr. Briones served as the Chief Financial Officer of Bitzumi, Inc., a Bitcoin exchange and marketplace. Prior to founding Brio Financial Group, LLC, Mr. Briones was an auditor with Bartolomei Pucciarelli, LLC in Lawrenceville, New Jersey and PricewaterhouseCoopers LLP in New York, New York. Since May 2020, Mr. Briones has served as a member of the board of directors of Unique Logistics International Inc (OTC Pink: UNQL). Mr. Briones received a bachelor’s of science degree in accounting from Fairfield University.


Board of Directors

Raj Mehra, Ph.D., J.D., 61
Director

Dr. Mehra has served as Seelos Therapeutics’s President, Chief Executive Officer, Interim Chief Financial Officer and Chairman of the Board of Directors since January 2019. Prior to founding Seelos, Dr. Mehra spent nine years at Auriga USA, LLC as a Managing Director focused on private and public equity investments in global healthcare companies. Prior to Auriga, Dr. Mehra was the sector head for healthcare equity investments at Bennett Lawrence Management, LLC in New York. He also founded and managed a long-short equity hedge fund at Weiss, Peck & Greer LLC. Dr. Mehra started his career as an investment professional at Cowen Asset Management, LLC. Dr. Mehra holds M.S., M.Phil., Ph.D., JD and MBA degrees from Columbia University in New York. He is also a graduate of Indian Institute of Technology, Kanpur, where he was ranked first in his class.


Gregory Skalicky, 50
Director

Mr. Skalicky is EVERSANA’S Chief Revenue Officer. . He has worked in the pharmaceutical industry since 1995 and has a diverse background in both clinical development and product commercialization. He has functioned in a variety of executive leadership positions including global operations, business development and executive management with full P&L responsibility. Specific positions include Chief Revenue Officer, Chief Commercial Officer, Chief Business Officer and EVP/General Manager. Mr. Skalicky’s previous roles include Chief Enterprise Business Officer and Executive Vice President and General Manager at a Syneos Health, a global bio-pharmaceutical solutions organization, where he successfully managed business units and teams of several thousand employees. Mr. Skalicky bring a very strong experience working across private equity backed organizations and served as front line leader representing 3 successful company transactions. As an executive leader, he also offers expertise spanning the entire product life-cycle (clinical development and commercialization) combined with large scale organizational oversight including the management of business units/teams Mr. Skalicky holds a Bachelor of Science in Biology from Temple University and a Master of Business Administration from Villanova University.


Christopher Twitty, Ph.D., 49
Director

Dr. Twitty has over 20 years of experience in tumor immunology and cancer immunotherapy and is currently the Chief Scientific Officer of OnocSec Medical Incorporated where oversees its R&D program and was responsible for the development of the clinical immune monitoring and biomarker program. Dr. Twitty earned his PhD from Oregon Health & Science University where his work focused on novel tumor vaccine strategies and was awarded an American Cancer Society fellowship training grant for his post-doctoral studies in Dr. Bernard Fox’s Molecular Tumor Immunology Laboratory. After developing a pre-clinical and clinical immunological program focused on glioblastoma at Tocagen. Previously, Dr. Twitty held scientific positions at Bayer Pharmaceuticals and Cell Genesys, Inc.