ZyVersa Therapeutics, Inc. executed a confidential non -binding term sheet to acquire Larkspur Health Acquisition Corp. from Larkspur Health LLC, A.G.P. / Alliance Global Partners Corp. and others in a reverse merger transaction for approximately $190 million on February 3, 2022. ZyVersa Therapeutics, Inc. entered into a definitive business combination agreement to acquire Larkspur Health Acquisition Corp. (NasdaqGM:LSPR) from Larkspur Health LLC, A.G.P. / Alliance Global Partners Corp. and others in a reverse merger transaction on July 20, 2022. 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 (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. Upon completion, ZyVersa Therapeutics will become a public traded company. Following the business combination, the business of Old ZyVersa is the business of the resultant company. 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 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.". 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 transaction is subject to, among other customary closing conditions, approval by shareholders of Larkspur, and shareholders of ZyVersa, all required filings under the HSR Act shall have been completed and any applicable waiting period , the Registration Statement shall have been declared effective under the Securities Act,Either the SPAC shall have at least $5,000,001 of net tangible assets following the exercise of Redemption Rights in accordance with the SPAC Organizational Documents and after giving effect to the Private Placement or the SPAC Class A Shares shall not constitute “penny stock”, the Private Placement and other transactions contemplated under the Securities Purchase Agreement shall have been consummated, The Company shall have (i) delivered to the SPAC all notices to the third parties and obtained the consents, approvals, and waivers of the third parties. The transaction been unanimously approved by the boards of directors of both ZyVersa and Larkspur. As of November 14, 2022, Larkspur's proxy/registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission has been declared effective. The Larkspur special meeting of stockholders is scheduled on December 8, 2022. The transaction has been approved by the shareholders of Larkspur on December 8, 2022. The transaction closing is expected to occur in the fourth quarter of 2022.

The Benchmark Company LLC and Noble Capital Markets, Inc. are serving as financial advisors to ZyVersa, and Michael J. Lerner, Jared Kelly, Steven M. Skolnick, Kate Basmagian, Brian Silikovitz, Daniel C. Porco, James Assmann, Chelmie Ulysse, Ricardo Gray, Melissa D. Libutti, Lauren E. VanderDrift, and Barrett K. Davis.of Lowenstein Sandler LLP is serving as legal advisor and due diligence provider 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. Stuart C. Rogers and Matthew W. Mamak of Alston & Bird LLP is serving as legal advisor to Larkspur. Morrow Sodali acted as information agent to Larkspur Health. Continental Stock Transfer & Trust Company acted as transfer agent to Larkspur Health. Cassel Salpeter received a fee of $140,000 for rendering its opinion, no portion of which was contingent upon the completion of the Business Combination. Noble Capital Markets, Inc. due diligence provider to ZyVersa. McDermott Will & Emery LLP acted as legal advisor and due diligence provider to Larkspur Health.