true FY 0001721741

 0001721741

 2023-01-01
 2023-12-31

 0001721741

 2023-06-30

 0001721741

 2024-05-13

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form
 10-K/A

 Amendment
No. 1

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the fiscal year ended December 31, 2023

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the transition period from _________ to ________

 Commission
file number: 001-38424

 Lazydays
Holdings, Inc.

 (Exact
name of registrant as specified in its charter)

 Delaware

 82-4183498

 (State or other jurisdiction

 of incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 4042
 Park Oaks Blvd, Suite 350 Tampa, Florida

 33610

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: ( 813) 246-4999

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of Each Class

 Trading
 Symbol(s)

 Name
 of Each Exchange on Which Registered

 Common
 Stock, par value $0.0001 per share

 GORV

 Nasdaq
 Capital Market

 Securities
registered pursuant to Section 12(g) of the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

 Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).

 Yes
 No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes
 No

 The
aggregate market value of the 2,868,538 voting and non-voting shares of common stock held by non-affiliates of the registrant as of June
30, 2023 (based on the last reported sales price of such stock on the Nasdaq Capital Market on such date, the last business day of the
registrant's quarter ended June 30, 2023, of $11.56 per share) was approximately $ 33.2 million.

 As
of May 13, 2024, the registrant had 14,073,018 shares of common stock outstanding.

 Auditor
 Name

 Auditor
 Location

 Auditor
 Firm ID

 RSM US LLP

 Tampa, Florida

 EXPLANATORY
NOTE

 Lazydays
Holdings, Inc. ("Lazydays" or the "Company") is filing this Amendment No. 1 to its Annual Report on Form 10-K
for the year ended December 31, 2023 (the "Amendment"), as filed with the Securities and Exchange Commission (the "SEC")
on March 12, 2024 (the "Original Filing"), solely for the purposes of amending and supplementing the information required
by Items 10 through 14 of Part III of Form 10-K. The information required by Items 10 through 14 of Part III of Form 10-K was previously
omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced
items to be incorporated in the Form 10-K by reference from the Company's definitive proxy statement if such statement is filed
no later than 120 days after the Corporation's fiscal year-end. The information required by Items 10 through 14 of Part III of
Form 10-K is no longer being incorporated by reference to the proxy statement relating to the Company's 2024 Annual Meeting of
Shareholders (the "Meeting"). The reference on the cover of the Original Filing to the incorporation by reference to portions
of the Corporation definitive proxy statement into Part III of the Original Filing is hereby deleted.

 In
addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Part IV, Item
15 of the Original Filing is being amended to include the currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002, which are attached hereto as Exhibit 31.3 and Exhibit 31.4, respectively. Because no financial statements are included in
this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs
3, 4, and 5 of the certifications have been omitted. Further, we are amending the cover page to update the number of shares of our stock
outstanding.

 Except
as described above, this Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this
Amendment should be read in conjunction with the Original Filing. In addition, this Amendment does not reflect events that may have occurred
subsequent to the date of the Original Filing.

 TABLE
OF CONTENTS

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibits, Financial Statement Schedules

 Signatures

 i

 Forward
Looking Statements

 Certain
statements in this Annual Report on Form 10-K (including but not limited to this Item 7 - "Management's Discussion and Analysis
of Financial Condition and Results of Operations") constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, reflecting our or our management team's expectations, hopes, beliefs, intentions,
strategies, estimates, and assumptions concerning events and financial trends that may affect our future financial condition or results
of operations. All statements other than statements of historical facts included in this Annual Report on Form 10-K, are "forward-looking"
statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may,"
"will," "expect," "anticipate," "intend," "plan," "believe,"
"seek," "estimate" or "continue" or the negative of such words or variations of such words and similar
expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which
are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking
statements, and we can give no assurance that such forward-looking statements will prove to be correct. Important factors that could
cause actual results to differ materially from those expressed or implied by the forward-looking statements, or "cautionary statements,"
include, but are not limited to:

 Future
 market conditions and industry trends, including anticipated national new recreational vehicle ("RV") wholesale shipments;

 in U.S. or global economic and political conditions or outbreaks of war;

 in expected operating results, such as store performance, selling, general and administrative expenses ("SG&A") as
 a percentage of gross profit and all projections;

 Our
 ability to procure and manage inventory levels to reflect consumer demand;

 Our
 ability to find accretive acquisitions;

 in the planned integration, success and growth of acquired dealerships and greenfield locations;

 in our expected liquidity from our cash, availability under our credit facility and unfinanced real estate;

 Compliance
 with financial and restrictive covenants under our credit facility and other debt agreements;

 in our anticipated levels of capital expenditures in the future;

 The
 repurchase of shares under our share repurchase program;

 Additional
 funds may not be available to us when we need or want them;

 Dilution
 related to our outstanding warrants, options and rights; and

 Our
 business strategies for customer retention, growth, market position, financial results and risk management.

 ii

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Executive
Officers and Directors

 John
North, 46, has served as our Chief Executive Officer and director since September 6, 2022. Previously, Mr. North served as senior
vice president and chief financial officer at Copart, Inc. (Nasdaq: CPRT), a leading provider of online auctions and vehicle remarketing
services, from October 2020 to September 2022. Prior to that, Mr. North served as the chief financial officer of Avis Budget Group, Inc.
(Nasdaq: CAR), a global leader in car and truck rental and on-demand car sharing, from March 2019 to August 2020. Prior to joining Avis
Budget Group, Inc., Mr. North served for 17 years in a variety of leadership roles with Lithia Motors, Inc. (NYSE: LAD), a publicly traded
auto retailer, including as chief financial officer from January 2017 to March 2019, and before that, as chief accounting officer from
January 2016 to December 2016. Mr. North earned his B.S. in Finance from Santa Clara University in 1998. He is a Certified Public Accountant
and a CFA Charterholder.

 Mr.
North's prior management experience along with his position as our Chief Executive Officer and his broad knowledge of the automotive
industry are important qualifications for the Board.

 Kelly
Porter, 51, has served as our Chief Financial Officer since October 31, 2022. Previously, Ms. Porter held various leadership
roles with Lithia Motors, Inc. (NYSE: LAD), the largest automotive dealership group in the United States, from October 2017 until October
2022, most recently as Corporate Controller and Vice President of Financial Planning & Analysis. Prior to joining Lithia, Ms. Porter
was a Partner at Moss Adams, a public accounting firm, spending over 20 years growing their Dealership Accounting Services practice.
Ms. Porter holds a bachelor's degree in Accounting from Arizona State University and is a licensed CPA in Oregon.

 Christopher
S. Shackelton, 44, was appointed as Chairman in December 2021 and was elected to the Board in March 2018. Mr. Shackelton is co-founder
and managing partner of Coliseum Capital Management. Mr. Shackelton has significant public company investment and directorship experience.
Mr. Shackelton has served as Chairman of ModivCare Inc. (formerly Providence Service Corp.), a healthcare company, since 2012 and as
a director of Universal Technical Institute, a provider of workforce solutions, since 2016 and as a director of Gildan Activewear Inc.,
a leading manufacturer of everyday apparel, since December 2023. Mr. Shackelton was previously Chairman of Rural/Metro Corp, an emergency
ambulance company, from December 2010 to June 2011, and Chairman of Medalogix, LLC, a healthcare analytics company, from August 2014
to May 2021, and served on the boards of BioScrip Inc., an infusion services company from March 2015 to August 2019, LHC Group Inc.,
a nursing care company, from November 2012 through August 2017, Advanced Emissions Solutions Inc., a clean energy technology company,
from August 2014 through May 2016, and Interstate Hotels Inc., a global hotel management company, from February 2009 through March 2010.
Mr. Shackelton is actively involved in multiple charitable organizations. Previously, Mr. Shackelton worked at Watershed Asset Management
and Morgan Stanley & Co. Mr. Shackelton received a bachelor's degree in Economics from Yale College in 2001.

 Mr.
Shackelton serves as a designee of the Series A Holders pursuant to the Certificate of Designations for the Series A Preferred Stock.
Mr. Shackelton's investment and business experience and broad understanding of the capital markets, business cycles, and capital
investment and allocation are important qualifications for the Board. His experience as a director of other publicly-traded companies
and his experience with a private investment company contribute to the Board's collective knowledge, capabilities and experience.

 Jerry
Comstock, 70, was elected a director in March 2018. Mr. Comstock brings over 36 years of experience as a professional executive
in the restaurant, automotive, and retail industries. Mr. Comstock serves on the Board of EYAS Capital, a private equity company that
owns and operates restaurants. Mr. Comstock most recently served as Chief Operating Officer of Fridays Restaurants from January 2017
through September 2017. From 2005 until selling the company in December 2016, Mr. Comstock was the Managing Owner and Chief Executive
Officer of Strategic Restaurant Acquisition Group, a 330 unit multi-branded restaurant company. From 2002 until 2005, Mr. Comstock was
Chief Executive Officer of Wherehouse Entertainment. From 1998 until 2002, Mr. Comstock was President and COO of Bennigan's Restaurants.
From 1996 until 1998, Mr. Comstock was a Senior Executive of AutoNation USA, one of the original six executives of that company. Mr.
Comstock was a Senior Executive at Blockbuster Entertainment from 1991 until 1996. He started his career in 1977 with National Convenience
Stores, becoming a Senior Executive in 1985. Mr. Comstock has served previously on the Board of Directors of Actio Analytics, AMF/Bowlmor
and Eddie Bauer, and as Chairman of the Board of Wherehouse Entertainment Mr. Comstock received a B.B.A. degree from the University of
Texas.

 Mr.
Comstock serves as a designee of the Series A Holders pursuant to the Certificate of Designations for the Series A Preferred Stock. Mr.
Comstock brings extensive automotive and retail industry knowledge to the Board. Mr. Comstock's experience as a director of other
publicly traded companies and his demonstrated leadership roles in other business activities contributes to the Board's collective
knowledge, capabilities and experience.

 Robert
T. DeVincenzi, 64, was appointed as a director in October 2021, and served as our interim Chief Executive Officer from January
1, 2022 until September 5, 2022. Mr. DeVincenzi has a lengthy career in various high technology and services markets. Mr. DeVincenzi
has served on the Board of Universal Technical Institute since 2017 and currently serves as non-executive Chairman. Since 2014, Mr. DeVincenzi
has been a principal partner in Lupine Venture Group, a business advisory firm that provides strategic consulting and corporate development
advisory services. Additionally, Mr. DeVincenzi has served as an Adjunct Professor of Entrepreneurship and Strategic Management at California
State University, Monterey Bay since 2014. Previously, he served as a director and earlier as President and CEO of Redflex Holding Limited
(2012-2021). From 2008 until its merger with HID Global/ASSA ABLOY in 2011, Mr. DeVincenzi was President and CEO of LaserCard Corporation,
a biometric identification solution provider to global government and commercial clients. Mr. DeVincenzi served as Senior Vice President
of Corporate Development at Solectron Inc. from 2005 to 2007. Prior to that Mr. DeVincenzi was President and CEO of Inkra Networks, Inc.
from 2004 to 2005 and CEO of Ignis Optics Inc. from 2003 to 2004 and earlier held senior executive sales, marketing and strategy positions
at a variety of technology and services companies. Mr. DeVincenzi received a Master of Arts degree from Gonzaga University in Organizational
Leadership, a Bachelor of Science degree in Business Administration from California State University, San Luis Obispo and has completed
Directors' College at Stanford University.

 Mr.
DeVincenzi brings to the Board significant business leadership and strategy development experience as well as public company board expertise.
Mr. DeVincenzi qualifies as an audit committee financial expert under SEC guidelines.

 James
J. Fredlake, 60, was elected as a director in March 2018 and had served on the board of directors of Lazy Days' R.V. Center,
Inc. since 2010. Mr. Fredlake retired as Chief Executive Officer of Anchor Glass Container Corp in early 2017 after more than eight years
as Chief Executive Officer and three years as Chief Financial Officer. Mr. Fredlake's background includes ten years with Alcoa
Corporation after starting his professional career in public accounting. Mr. Fredlake serves on the board of Libbey, Inc. (for which
he also serves as the audit committee chair) and previously served on the boards of Saxco International and Portola Packaging. Mr. Fredlake
also serves as a board member for the Academy Prep Center of Tampa. Mr. Fredlake received a BS in accounting from Arizona State University.

 Mr.
Fredlake's extensive management experience and his demonstrated leadership roles in other business activities are important qualifications
for the Board. His extensive financial management experience and history with the Company also contribute to the Board's collective
knowledge, capabilities and experience.

 Jordan
Gnat, 51, was elected as a director in March 2018. Mr. Gnat is founder and CEO of Playmaker Capital Inc. (PMKR: TSXV). Playmaker
is a game-changing platform that sits at the nexus of Sports, Media, Gambling and Technology that is marrying an ecosystem of sports
fans across multiple channels with product tools to create outsized fan value and loyalty for sports betting companies, advertisers,
and sports leagues around the world. Prior to Playmaker, Mr. Gnat served as Group Senior Vice President of The Stars Group, an owner
of industry leading gaming brands, from July 2018 - May 2020. Mr. Gnat served as Senior Vice President Strategic Business Development
for Scientific Games from 2011 through April 2018. Prior to joining Scientific Games in 2011, Mr. Gnat was Founder, President and Chief
Executive Officer of Boardwalk Gaming and Entertainment from 2004 to 2011 which grew to become the largest charitable gaming operator
in Canada. Mr. Gnat also served as Executive Vice-President of Kilmer Van Nostrand Company Limited from 2002 to 2011, and President and
Chief Executive Officer of Midnorthern Group from 1994 to 2002, which grew to be the largest integrated major appliance wholesaler/retailer
in Canada. Mr. Gnat is involved in several volunteer and philanthropic organizations. He is currently a member of the Board of Directors
of Playmaker Capital Inc. and the Hospital for Sick Children Foundation in Toronto. Mr. Gnat received a bachelor's degree in Political
Science from the University of Western Ontario.

 Mr.
Gnat brings business development knowledge to the Board. Mr. Gnat's experience as an executive provides leadership experience (including
at the CEO level) that strengthens the Board's collective knowledge, capabilities, and experience.

 Susan
Scarola, age 73, was appointed as a director since September 2023. Ms. Scarola has over 30 years of leadership experience, including
serving as Chief Executive Officer, Chief Financial Officer, President and Vice Chair of DCH Auto Group, a multi-state automotive dealer.
Ms. Scarola retired in June 2015, and currently serves on the advisory board and compensation committee of Faulkner Automotive Group.
Ms. Scarola holds a Bachelor of Science in Elementary Education from the State University College, Buffalo, New York and a Master of
Business Administration in Accounting from New York University.

 Ms.
Scarola brings to significant business and leadership experience, as well as extensive automotive industry knowledge, to the Board.

 Suzanne
Tager, 56, was appointed as a director in September 2023. Ms. Tager has served as Executive Vice President, Chief of Staff to
Worldwide Managing Partner at Bain & Company since January 2020. Prior to that, Ms. Tager served as Executive Vice President, Global
Retail and Consumer Products from April 2007 to December 2019. Ms. Tager holds a Bachelor of Arts in Public Policy Sciences from Duke
University and a Master of Business Administration from the University of Pennsylvania.

 Ms.
Tager brings to significant business and management experience to the Board.

 Code
of Business Conduct

 In
order to clearly set forth our commitment to conduct our operations in accordance with our high standards of business ethics and applicable
laws and regulations, the Board has adopted a Code of Business Conduct ("Code of Conduct"), which is applicable to all directors,
officers and employees. A copy of the Code of Conduct is available on our corporate website at www.lazydays.com/investor-relations/governance#documents.
You also may obtain a printed copy of the Code of Conduct by sending a written request to: Investor Relations, Lazydays Holdings, Inc.,
4042 Park Oaks Boulevard, Suite 350, Tampa, Florida 33610. In the event that we amend or waive any of the provisions of the Code of Conduct
that relate to any element of the code of ethics, as defined in Item 406(b) of Regulation S-K, we intend to disclose the amendment or
waiver on our Investor Relations website.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires our directors, officers and persons who beneficially own more than 10% of our common stock to file
with the SEC reports of their ownership and changes in their ownership of our common stock. To our knowledge, based solely on review
of the copies of such reports and amendments to such reports with respect to the year ended December 31, 2023 filed with the SEC, we
believe all required Section 16 reports were filed on a timely basis during the year ended December 31, 2023, other than one Form 4 for
Ericka Serow.

 Audit
Committee

 The
members of this committee are Messrs. Fredlake (Chair), Comstock and Scarola. The Board has determined that Mr. Fredlake is an "audit
committee financial expert", as defined in Item 407 of Regulation S-K. Mr. Gnat served on the Audit Committee from January 1, 2023
to September 30, 2023. The Audit Committee held seven meetings during 2023.

 The
primary function of the Audit Committee is to assist the Board in fulfilling its responsibilities by overseeing our accounting and financial
processes and the audits of our financial statements. The Audit Committee has the ultimate authority and direct responsibility for the
selection, appointment, compensation, retention and oversight of the work of the Company's independent auditor that is engaged
for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Company (including
the resolution of disagreements between management and the independent auditors regarding financial reporting), and the independent auditor
must report directly to the Audit Committee. The Audit Committee also is responsible for the review of proposed transactions between
the Company and related parties. For a complete description of the Audit Committee's responsibilities, please refer to the Audit
Committee Charter.

 Item
11. Executive Compensation

 The
executive officers of Lazydays as of April 25, 2024 are as follows:

 Name

 Age

 Position

 John
 North

 Chief
 Executive Officer

 Kelly
 Porter

 Chief
 Financial Officer

 Summary
Compensation Table

 The
following table presents summary information regarding the total compensation for the years ended December 31, 2023 and 2022 for the
named executive officers.

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($)

 Stock Awards ($)(1)

 Option Awards ($)(2)

 Nonequity Incentive Plan Compensation ($)

 All Other Compensation ($)(3)

 Total
 ($)

 John North

 2023

 600,000

 —

 292,218

 300,002

 156,000

 11,048

 1,359,268

 Chief Executive Officer

 2022

 173,077

 —

 1,725,208

 —

 85,842

 12,823

 1,996,950

 2023

 350,000

 —

 146,109

 150,001

 68,250

 7,128.77

 721,488

 Chief Financial Officer

 2022

 47,115

 —

 705,668

 —

 19,901

 17,261

 789,945

 (1)

 The
 amounts shown in the "Stock Awards" column reflect the grant date fair value of the awards under FASB ASC Topic 718 (disregarding
 estimated forfeitures). For a description of the methodology and assumptions used to determine the amounts reflected in this column,
 see Note 16 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December
 31, 2023.

 (2)

 The
 amounts shown in the "Option Awards" column reflect the grant date fair value of the awards under FASB ASC Topic 718
 (disregarding estimated forfeitures). For a description of the methodology and assumptions used to determine the amounts reflected
 in this column, see Note 16 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year
 ended December 31, 2023.

 (3)

 The
 amounts set forth in this column include matching contributions made by the Company to the Company's 401(k) plan. In addition,
 for Mr. North and Ms. Porter, the amounts set forth in this column include relocation expenses paid for by the Company.

 Narrative
Disclosure to Summary Compensation Table

 Employment
Agreement - John North

 We
entered into an employment agreement with Mr. North dated July 14, 2022. The employment agreement provides that Mr. North will receive
a monthly base salary of $50,000. Additionally, Mr. North was granted a one-time restricted stock unit award under the Company's
Amended and Restated 2018 Long Term Incentive Plan of 105,308 restricted stock units. This award vests over three years, with one-third
of the award vesting on each anniversary of Mr. North's start date with the Company, provided that Mr. North remains employed by
the Company from the grant date through each vesting period. Mr. North is also eligible to receive annual cash bonuses and annual grants
of options to purchase the Company's shares. Additionally, Mr. North may be eligible to receive a bonus of up to $300,000 under
certain circumstances.

 Pursuant
to the terms of the employment agreement, Mr. North is entitled to severance equal to two times the sum of: (i) his base salary in effect
immediately prior to the date of termination and (ii) 100% of the target annual bonus for the year in which the date of termination occurs
if his employment is terminated by us without cause (and not due to death or disability), or he resigns for good reason, in either case,
prior to January 1, 2027.

 Employment
Agreement – Kelly Porter

 We
entered into an employment agreement with Ms. Porter dated October 3, 2022. The employment agreement provides that Ms. Porter will receive
a base salary of $350,000. Additionally, Ms. Porter was granted a one-time restricted stock unit award containing terms substantially
similar to the terms of the Company's Amended and Restated 2018 Long Term Incentive Plan of 55,762 restricted stock units. This
award vests over three years, with one-third of the award vesting on each anniversary of Ms. Porter's start date with the Company,
provided that Ms. Porter remains employed by the Company from the grant date through each vesting period. Ms. Porter is also eligible
to receive annual cash bonuses and annual grants of options to purchase the Company's shares.

 Pursuant
to the terms of the employment agreement, Ms. Porter is entitled to severance equal to 1.5 times the sum of: (i) her base salary in effect
immediately prior to the date of termination and (ii) 100% of the target annual bonus for the year in which the date of termination occurs
if her employment is terminated by us without cause (and not due to death or disability), or she resigns for good reason, in either case,
prior to January 1, 2027.

 Outstanding
Equity Awards at Fiscal Year End - 2023

 The
following table summarizes information concerning the outstanding equity awards, including unexercised options, as of December 31, 2023,
for each of Lazydays' named executive officers:

 Outstanding
Equity Awards at December 31, 2023

 Option Awards

 Stock Awards

 Name

 Securities
 Underlying
 Unexercised
 Options (#)
 Exercisable

 Securities
 Underlying
 Unexercised
 Options (#)
 Unexercisable

 Option
 Exercise
 Price ($)

 Option
 Expiration
 Date

 Shares or
 Units of
 Stock That
 Have Not
 Vested(#)(2)

 Market
 Value of
 Shares or
 Units of
 Stock That
 Have Not
 Vested ($)

 Equity
 Incentive
 Plan
 Awards:
 number of
 unearned
 shares,
 units or
 other
 rights that
 have not
 vested (#)

 Equity
 Incentive
 Plan
 Awards:
 market or
 payout
 value of
 unearned
 shares,
 units or
 other
 rights that
 have not
 vested ($)

 John North

 —

 36,810

 12.38

 2/21/2033

 93,809

 661,353

 —

 —

 —

 18,405

 12.38

 2/21/2033

 48,976

 345,281

 —

 —

 (1)

 The
 options vest as follows: 33% of the option vested on 2/21/24, 33% shall vest on 2/21/25 and 34% shall vest on 2/21/26.

 (2)

 The
 restricted stock units vest as follows: for Mr. North, 35,103 on September 6, 2024, 35,102 on September 6, 2025, 7,868 on each of
 February 21, 2024, February 21, 2025 and February 21, 2026; for Ms. Porter, 18,587 on October 31, 2024, 18,587 on October 31, 2025
 and 3,394 on each of February 21, 2024, February 21, 2025 and February 21, 2026.

 Director
Compensation - 2023

 The
following table shows the compensation earned by each director who was not an officer during fiscal year 2023.

 Name

 Fees
 Earned or
 Paid in
 Cash
 ($)(1)

 Stock
 Awards
 ($)(2)

 Option
 Awards
 ($)

 Nonequity
 Incentive
 Plan
 ($)

 All
 Other
 ($)

 Total
 ($)

 Jerry Comstock

 $
 80,000

 —

 —

 —

 $
 176,665

 James J. Fredlake

 $
 83,750

 —

 —

 —

 $
 180,415

 Jordan Gnat

 $
 75,625

 —

 —

 —

 $
 172,290

 Erika Serow

 $
 58,750

 —

 —

 —

 $
 155,415

 Christopher S. Shackelton

 $
 120,000

 —

 —

 —

 $
 216,665

 Susan Scarola

 $
 18,750

 —

 —

 —

 —

 $
 18,750

 Suzanne Tager

 $
 18,125

 —

 —

 —

 —

 $
 18,125

 Robert DeVincenzi

 $
 85,000

 —

 —

 —

 $
 181,665

 (1)

 Our
 non-employee members of the Board receive annual cash compensation of $65,000 for serving on the Board, $10,000, $7,500 and $5,000
 for serving on the audit committee, compensation committee and nominating and governance committee, respectively, of the Board (other
 than the Chairman of each of the committees) and $20,000, $15,000 and $10,000 for serving as the Chairman of the audit committee,
 compensation committee and nominating and governance committee, respectively, of the Board.

 (2)

 The
 amounts shown in the "Stock Awards" column reflect the grant date fair value of the awards under FASB ASC Topic 718 (disregarding
 estimated forfeitures). For a description of the methodology and assumptions used to determine the amounts reflected in this column,
 see Note 16 to the consolidated financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December
 31, 2023.

 The
 table below sets forth the aggregate number of shares of common stock subject to stock awards and option awards held by each non-employee
 director outstanding as of December 31, 2023.

 Name

 Stock
 Awards

 Option
 Awards

 Jerry Comstock

 8,654

 —

 James J. Fredlake

 8,654

 —

 Jordan Gnat

 8,654

 —

 Erika Serow

 8,654

 —

 Christopher S. Shackelton

 8,654

 —
 (a)

 Susan Scarola

 —

 —

 Suzanne Tager

 —

 —

 Robert DeVincenzi

 8,654

 —

 (a)

 At
 the request of Mr. Shackelton, the option award he was entitled to receive for his service as a director of the Company was granted
 to Coliseum Capital Partners, L.P.

 Pay
Versus Performance

 In
accordance with the SEC's new Pay Versus Performance ("PVP") rules, the following table sets forth information concerning
the compensation of our Named Executive Officers for each of the fiscal years ended December 31, 2023 and 2022, and our financial performance
for each such fiscal year:

 Summary
Table Total
for Mr. North
($)(1)

Actually Paid
to Mr. North
($)(1)

 Average
Summary
Table Total
for Non-CEO
NEOs ($)

 Average
Actually Paid
to Non-CEO
NEOs ($)

 Value of
Initial Fixed
$100 Investment
Based on
Total
Shareholder
Return

 Net
Income
(dollars in
thousands)

 2023

 1,359,268

 702,465

 721,488

 367,474

 43.43

 (110,266
)

 2022

 1,996,950

 1,529,120

 789,945

 2,750,075

 73.48

 66,393

 Narrative
Disclosure to Pay Versus Performance

 Relationship
between Pay and Company Total Shareholder Return

 The
graphs below reflect the relationship between the CEO and average Non-CEO NEO compensation actually paid ("CAP") and the
Company's total shareholder return (assuming an initial fixed investment of $100) for the fiscal years ended December 31, 2023
and 2022:

 Relationship
between Pay and Net Income

 The
graph below reflects the relationship between the CEO and average Non-CEO NEO CAP and the Company's net income for the fiscal years
ended December 31, 2023 and 2022:

 We
do not grant equity awards in anticipation of the release of material non-public information, and we do not time the release of material
non-public information based on equity award grant dates.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Under applicable SEC rules, a person is deemed to be the "beneficial owner" of a voting security if such person has (or shares)
either investment power or voting power over such security or has (or shares) the right to acquire such security within 60 days by any
of a number of means, including upon the exercise of options or warrants or the conversion of convertible securities. A beneficial owner's
percentage ownership is determined by assuming that options, warrants and convertible securities that are held by the beneficial owner,
but not those held by any other person, and which are exercisable or convertible within 60 days, have been exercised or converted.

 As
of April 25, 2024, 17,485,240 shares of common stock were issued and 14,073,018 were outstanding, and 600,000 shares of preferred stock
were issued and outstanding. The following table sets forth information with respect to the beneficial ownership of our common stock
and preferred stock as of April 25, 2024, by: (i) each of our directors and named executive officers, (ii) all of our directors and executive
officers as a group, and (iii) each stockholder known by us to be the beneficial owner of more than 5% of our voting securities. To our
knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to
the voting securities beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge,
none of the voting securities listed below are held under a voting trust or similar agreement, except as noted. To our knowledge, there
is no arrangement, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a
change in control of the Company.

 Unless
otherwise noted below, the address of each person listed on the table is c/o Lazydays Holdings, Inc., 4042 Park Oaks Boulevard, Suite
350, Tampa, Florida 33610.

 Name of Beneficial Owners

 Amount and Nature of Beneficial Ownership (Common Stock)

 Percent of Class(1)

 Amount and Nature of Beneficial Ownership (Series A Preferred Stock)(2)

 Percent of Class(3)

 Percent of Total Voting Power(4)

 Directors and Named Executive Officers

 John North

 68,330
 (5)

 *

 —

 —

 —

 29,278
 (6)

 *

 —

 —

 —

 Robert DeVincenzi

 89,362
 (7)

 *

 —

 —

 —

 Jerry Comstock

 61,161
 (8)

 *

 —

 —

 *

 James J. Fredlake

 71,323
 (9)

 *

 —

 —

 *

 Jordan Gnat

 51,943
 (10)

 *

 —

 —

 *

 Erika Serow

 46,943
 (10)

 *

 —

 —

 *

 Christopher S. Shackelton

 11,844,778
 (13)

 61.0
 %

 500,000
 (11)

 83.3
 %

 58.5
 %

 Suzanne Tager

 —

 —

 —

 Susan Scarola

 —

 —

 —

 All directors and executive officers as a group (10 persons)

 12,574,209
 (12)

 61.5
 %

 500,000

 83.3
 %

 60.5
 %

 5% or Greater Securityholders

 Coliseum Capital Management, LLC

 11,844,778
 (13)

 61.0
 %

 500,000
 (11)

 83.3
 %

 50.5
 %

 Entities affiliated with Park West Asset Management LLC

 1,356,361
 (14)

 8.8
 %

 100,000
 (14)

 16.7
 %

 6.6
 %

 Cannell Capital, LLC

 1,324,551
 (15)

 9.4
 %

 —

 —

 6.3
 %

 *

 Less
 than 1 percent

 (1)

 For
 purposes of this column, the number of shares of the class outstanding reflects the sum of: (i) 14,073,018 shares of common stock
 that were outstanding as of April 25, 2024; and (ii) the number of shares of common stock, if any, which the relevant person could
 acquire on exercise of options, warrants, pre-funded warrants or conversion of the preferred stock within 60 days of April 25, 2024.

 (2)

 This
 column includes the number of shares of preferred stock. The number of shares of common stock that could be obtained upon the conversion
 of preferred stock at the current conversion rate is included in the column entitled "Amount and Nature of Beneficial Ownership
 (Common Stock)."

 (3)

 Certain
 purchasers of the preferred stock are entitled to vote upon all matters upon which holders of common stock have the right to vote
 and are entitled to the number of votes equal to the number of full shares of common stock into which such shares of preferred stock
 could be converted at the then applicable conversion rate.

 (4)

 The
 Percent of Total Voting Power is calculated by dividing: (A) the aggregate number of shares of common stock beneficially owned under
 Rule 13d-3 of the Exchange Act by the relevant person, including all shares of common stock issuable upon conversion of preferred
 stock, subject to the beneficial ownership limitations contained therein by: (B) the sum of (x) the number of shares of common stock
 issued and outstanding, (y) the number of shares of common stock that could be acquired upon the conversion of all shares of preferred
 stock issued and outstanding, subject to the beneficial ownership limitations contained therein and (z) the number of shares of common
 stock, if any, which the relevant person could acquire on exercise of options or warrants within 60 days of April 25, 2024.

 (5)

 Includes
 24,294 shares of common stock at an exercise price of $8.15 per share that are exercisable within 60 days of April, 25, 2024

 (6)

 Includes
 18,405 shares of common stock at an exercise price of $8.15 per share that are exercisable within 60 days of April, 25, 2024

 (7)

 (i) 8,654 RSUs that will vest on June 14, 2024 and (ii) 54,631 shares of common stock issuable upon the exercise of options as follows:
 29,599 shares of common stock at an exercise price of $14.55 per share and 25,032 shares at an exercise price of $30.00 per share
 that are or will become exercisable within 60 days of April, 25, 2024.

 (8)

 (i) 8,654 RSUs that will vest on June 15, 2024 and (ii) 24,770 shares of common stock issuable upon the exercise of options as follows:
 20,770 shares of common stock at an exercise price of $7.91 per share and 4,000 shares at an exercise price of $23.11 per share that
 are or will become exercisable within 60 days of April, 25, 2024.

 (9)

 (i) 4,544 owned by James J. Fredlake Revocable Trust of 2017, (ii) 8,654 RSUs that will vest on June 15, 2024 and (ii) 24770 shares
 of common stock issuable upon the exercise of options as follows: 20,770 shares of common stock at an exercise price of $7.91 per
 share and 4,000 shares at an exercise price of $23.11 per share that are or will become exercisable within 60 days of April, 25,
 2024.

 (10)

 (i) 8,654 RSUs that will vest on June 15, 2024 and (ii) 35,000 shares of common stock issuable upon the exercise of options as follows:
 31,000 shares of common stock at an exercise price of $7.91 per share and 4,000 shares at an exercise price of $23.11 per share that
 are or will become exercisable within 60 days of April, 25, 2024.

 (11)

 Consists
 of 500,000 shares of preferred stock, of which 365,511 shares of preferred stock are held by Coliseum Capital Partners, L.P. ("CCP")
 and 134,489 shares of preferred stock are held by an investment advisory client of Coliseum Capital Management, LLC ("CCM").
 Based on the Amendment No. 18 to the Schedule 13D filed on January 3, 2024, CCM is an investment adviser whose clients, including
 CCP, have the right to receive or the power to direct the receipt of dividends from, or the
 proceeds from the sale of, the Common Stock. Coliseum Capital, LLC ("CC") is
 the general partner of CCP. Adam Gray and Christopher Shackelton are the managers of CC and CCM. Mr. Gray and Mr. Shackelton
 share voting and dispositive power over the securities held by the foregoing entities. The address for each of Christopher Shackelton
 and CCP is 105 Rowayton Avenue, Rowayton, Connecticut 06853.

 (12)

 (i) 4,968,944 shares of common stock that could be obtained upon the conversion of 500,000 shares of preferred stock at the current
 conversion rate and 311,091 shares of common stock that could be voted as a result of accrued and unpaid Preferred Dividends; (ii)
 51,924 RSUs that will vest within 60 days of April 25, 2024 and (iii) 238,205 shares of common stock issuable upon the exercise of
 options at various exercise prices that are or will become exercisable, or restricted stock units that will vest, within 60 days
 of April 25, 2024.

 (13)

 Based
 on Amendment No. 18 to the Schedule 13D amendment filed January 3, 2024 this includes: (i) up to 4,968,944 shares of common stock,
 par value $0.0001 per share (the "Common Stock") that could be obtained upon the conversion of 500,000 shares of Series
 A convertible preferred stock, par value $0.0001 per share (the "Preferred Stock"), at the current conversion rate; (ii)
 the equivalent of 311,091 shares of Common Stock that could be voted as a result of accrued
 and unpaid Preferred Dividends (as defined in the Certificate of Designations of the Preferred Stock (the "Certificate of Designations"))
 at the current conversion rate; (iii) 6,522,423 shares of Common Stock; (iv)
 33,666 shares of Common Stock issuable upon the exercise of options held by CCP and granted for Mr. Shackelton's services on
 the Board that are or will become exercisable within 60 days of September 19, 2023 as follows: 31,000
 shares of Common Stock at an exercise price of $7.91 per share and 2,666 shares of Common Stock at an exercise price of $23.11 per
 share, and (vi) 8,654 RSUs that vest within 60 days of April 25, 2024.

 (14)

 Based
 on the Schedule 13G amendment filed February 14, 2024 this includes: (i) Park West Asset Management LLC, a Delaware limited liability
 company ("PWAM"), (ii) Park West Investors Master Fund, Limited, a Cayman Islands exempted company ("PWIMF")
 and (iii) Peter S. Park ("Mr. Park" and, collectively with PWAM and PWIMF, "Park West"). PWAM is the investment
 manager to PWIMF and Park West Partners International, Limited ("PWPI" and, collectively with PWIMF, the "PW Funds").
 Mr. Park, through one or more affiliated entities, is the controlling manager of PWAM.

 As
 of April 25, 2024, PWIMF beneficially held: (i) 266,612 prefunded warrants exercisable subject to the limitations described below;
 (ii) 88,954 shares of preferred stock, convertible into an aggregate of 884,014 shares of common stock, subject to the ownership
 limitations described below; and (iii) an accumulated dividend convertible into an additional 55,345 shares of common stock, subject
 to the ownership limitations described below.

 As
 of April 25, 2024, PWPI held: (i) 33,745 prefunded warrants exercisable subject to the limitations described below; (ii) 11,046 shares
 of preferred stock, convertible into an aggregate of 109,773 shares of common stock, subject to the ownership limitations described
 below; and (iii) an accumulated dividend convertible into an additional 6,872 shares of common stock, subject to the ownership limitations
 described below.

 The
 prefunded warrants and preferred stock are subject to exercise and conversion limitations prohibiting the exercise or conversion
 of each security to the extent that it would result in the holder, or any of its affiliates, being deemed to beneficially own in
 excess of 9.99% of the then-outstanding shares of the Company's common stock.

 (15)

 Based
 on the Schedule 13G filed February 13, 2024, Cannell Capital LLC has it's principal place of business at 245 Meriwether Circle,
 Alta, Wyoming 83414.

 Equity
Compensation Plan Information Table

 The
following information is with respect to our 2018 Long-Term Incentive Plan as of December 31, 2023.

 Plan Category

 securities to be
 issued upon
 exercise
 of outstanding
 options, warrants
 and rights

 Weighted-average
 exercise price of
 outstanding
 options,
 warrants and rights

 securities
 remaining
 available for future
 issuance under
 equity
 compensation
 plans (excluding
 securities reflected
 in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders (1)

 376,940

 $
 11.21

 1,091,427

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 376,940

 $
 11.21

 1,091,427

 (1)

 The
 information set forth in the table pertains to our 2018 Long-Term Incentive Plan as of December 31, 2023.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 Related
Person Policy and Procedures

 Our
Audit Committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent
we enter into such transactions. Our written related party transactions policy is contained in our Code of Business Conduct. The Audit
Committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related
party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar
circumstances and the extent of the related party's interest in the transaction. No director is permitted to participate in the
approval of any transaction in which he or she was a related party, but that director is required to provide the audit committee with
all material information concerning the transaction. Additionally, we require each of our directors and executive officers to complete
an annual directors' and officers' questionnaire that will elicit information about related party transactions.

 Director
Independence

 We
are subject to Nasdaq's requirement that a majority of the board of directors be "independent." Our Board has determined
that all of our directors, other than Messrs. North and Shackelton, qualify as "independent" directors in accordance with
the listing requirements of Nasdaq. The Nasdaq independence definition includes a series of objective tests regarding a director's
independence and requires that the Board make an affirmative determination that a director has no relationship with the Company that
would interfere with such director's exercise of independent judgment in carrying out the responsibilities of a director. There
are no Family Members as defined by Nasdaq among any of our directors or executive officers.

 Item
14. Principal Accounting Fees and Services

 Audit
Fees and Services

 Audit
and other fees billed to us by RSM for the years ended December 31, 2023 and December 31, 2022 are as follows:

 Lazydays Holdings, Inc.

 2023

 2022

 Audit Fees

 $
 941,650

 $
 977,583

 Audit-Related Fees

 105,000

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total

 $
 1,046,650

 977,583

 Audit
Fees. Consists of fees billed for professional services rendered for the audit of our consolidated financial statements, review of
the interim condensed consolidated financial statements included in quarterly reports, and services that are normally provided by our
independent auditors in connection with statutory or regulatory filings or engagements, including registration statements.

 Audit-Related
Fees. Consists of fees billed for assurance services that are reasonably related to the performance of the audit or review of our
consolidated financial statements and are not reported under "Audit Fees", such as accounting consultation and audits in
connection with acquisitions.

 Tax
Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning.

 All
Other Fees. Consists of fees for products and services other than the services reported above.

 Pre-Approval
by Audit Committee of Principal Accountant Services

 The
Audit Committee pre-approves all audit services and permitted non-audit services to be performed for the Company by its independent registered
public accounting firm, including the fees and terms of all audit services and permitted non-audit services (subject to the de minimus
exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act). The Audit Committee may form and delegate authority
to subcommittees of the Audit Committee consisting of one or more members when appropriate, including the authority to grant pre-approvals
of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to
the full Audit Committee at its next scheduled meeting.

 The
Audit Committee pre-approved all of the audit and permitted non-audit services performed in 2023 and 2022.

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules

 The
following financial statements, schedules and exhibits are filed as part of this report:

 1.
Financial Statements

 The
consolidated financial statements and report of independent registered public accounting firm required by this item are included in Part
II, Item 8 of the Original Filing;

 2.
Consolidated Financial Statement Schedules

 All
required Financial Statement Schedules are included in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements.

 3.
Exhibits

 The
exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the "Exhibit Index"
of the Original Filing. The attached list of exhibits in the "Exhibit Index" sets forth the additional exhibits required
to be filed with this Amendment and is incorporated herein by reference in response to this item.

 Exhibit
 Number

 Description

 31.3

 Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.*

 31.4

 Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.*

 *
Filed herewith.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 LAZYDAYS
 HOLDINGS, INC.

 /s/

 Chief
 Financial Officer

 Date:
May 14, 2024


true FY 0001859007

 0001859007

 2023-01-01
 2023-12-31

 0001859007

 2023-06-30

 0001859007

 2024-05-10

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM
 10-K/A

 Amendment
No. 1

 (Mark
One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 OR

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ________ to ________

 Commission
file number: 001-41184

 ZYVERSA
THERAPEUTICS, INC.

 (Exact
name of registrant as specified in its charter)

 Delaware

 86-2685744

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 2200
 N. Commerce Parkway, Suite 208

 Weston,
 FL 33326

 33326

 (Address
 of registrant's principal executive offices)

 (Zip
 Code)

 (754) 231-1688

 (Registrant's telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 Stock, $0.0001 par value per share

 ZVSA

 The
 Nasdaq Capital Market

 Securities
registered pursuant to Section 12(g) of the Act: None

by check if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes: No:

by check mark if the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes: No:

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 Yes: No:

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes: No:

 As
of June 30, 2023, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market
value of shares of the registrant's common stock held by non-affiliates of the registrant (based upon the closing sales price of
$8.61 for such shares on the Nasdaq Global Market on June 30, 2023) was approximately $ 5.6 million. For purposes of calculating the aggregate
market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares
held by each of our executive officers, directors, and 5% or greater stockholders. In the case of 5% or greater stockholders, we have
not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise
any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed
to constitute an admission that all executive officers, directors, and 5% or greater stockholders are, in fact, affiliates of our company,
or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of
our officers, directors, and principal stockholders is included in Part III, Item 12 of our Annual Report on Form 10-K that was filed
with the Securities and Exchange Commission on March 25, 2024.

 As
of May 10, 2024, the number of shares outstanding of the registrant's common stock, $0.0001 par value per share, was 834,896.

 Auditor Name

 Auditor Location

 Auditor Firm ID

 Marcum LLP

 New York, NY

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Explanatory
Note

 ZyVersa
Therapeutics, Inc. (the "Company," "ZyVersa," "we," "us" and "our") is filing
this Amendment No. 1 on Form 10-K/A (this "Form 10-K/A") to amend the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 (the "2023 10-K"), which was originally filed with the Securities and Exchange Commission
(the "SEC") on March 25, 2024. This Form 10-K/A amends and restates in its entirety Item 9A of Part II and Item 15 of Part
IV of the 2023 10-K in order to clarify its existing language. The cover page of the 2023 10-K is also amended to update the number of
outstanding shares of common stock as of May 10, 2024. Also, Exhibit 97.1 was appended to this Form 10-K/A.

 Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this Form 10-K/A amends Item 15
of Part IV of the 2023 10-K solely to update the exhibit list to include new certifications by our principal executive officer and principal
financial officer under Section 302 of the Sarbanes-Oxley Act of 2002. Because no financial statements have been included in this Form
10-K/A, paragraph 3 of these certifications has been omitted. Similarly, because no financial statements have been included in this Form
10-K/A, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

 Except
as described above, no other changes have been made to the 2023 10-K, and this Form 10-K/A does not modify, amend or update in any way
any of the financial or other information contained in the 2023 10-K. This Form 10-K/A does not reflect events occurring after the date
of the filing of the 2023 10-K, nor does it amend, modify or otherwise update any other information in the 2023 10-K. Accordingly, this
Form 10-K/A should be read in conjunction with the 2023 10-K and with the Company's filings with the SEC subsequent to the filing
of the 2023 10-K.

 Emerging
Growth Company—Scaled Disclosure

 We
are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), enacted in
April 2012. We intend to take advantage of certain exemptions under the JOBS Act from various public company reporting requirements,
including not being required to have our internal control over financial reporting audited by our independent registered public accounting
firm pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not
previously approved. We will remain an emerging growth company until the earliest of the last day of the fiscal year in which we have
total annual gross revenues of approximately $1.07 billion or more; the last day of the fiscal year following the fifth anniversary of
the date of the completion of the closing of our IPO, which is December 23, 2026; the date on which we have issued more than $1 billion
in nonconvertible debt during the previous three years; or the date on which we are deemed to be a large accelerated filer under the
rules of the SEC.

 ZYVERSA
THERAPEUTICS, INC.

 ANNUAL
REPORT ON FORM 10-K/A

 FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2023

 TABLE
OF CONTENTS

 Page

 9A.

 Controls and Procedures

 15.

 Exhibits

 Signatures

 i

 PART
II

 ITEM
9A. CONTROLS AND PROCEDURES

 Disclosure
Controls and Procedures

 Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial Officer (who serve as our Principal Executive Officer and Principal
Financial and Accounting Officer, respectively), to allow timely decisions regarding required disclosure.

 As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023. Based upon their
evaluation and due to the material weakness cited below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were ineffective.

 Management's
Report on Internal Controls over Financial Reporting

 Our
management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control
over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting
includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only
in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 Under
the supervision and with the participation of our management, including our principal executive officer and principal financial officer,
we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the
Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013
Framework). Based on this evaluation, our principal executive officer and principal financial officer have concluded that our internal
control over financial reporting was not effective as of December 31, 2023, as a result of the material weakness described below.

 Specifically,
management's conclusion was based on the following material weakness which existed as of December 31, 2023:

 Business process controls
 across the entity's financial reporting processes were not effectively designed and implemented to properly address the risk
 of material misstatement, including controls without proper segregation of duties between preparer and reviewer.

 A
material weakness is a control deficiency or combination of control deficiencies, that results in more than a remote likelihood that
a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

 Notwithstanding
the existence of the material weakness as described above, we believe that the financial statements in the December 31, 2023 Form 10-K
fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods
presented, in conformity with GAAP.

 Remediation
Plan

 Our
management is committed to taking further action and implementing necessary enhancements or improvements, including those actions already
taken to address the material weakness related to design and implementation of effective controls over the accounting for significant
and complex non-routine transactions cited in the Company's December 31, 2022 Form 10-K, and the material weakness identified as
of December 31, 2023. Management expects to complete the development and implementation of its remediation plan, during 2024.

 Inherent
Limitations of the Effectiveness of Controls

 Management
does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all
error and fraud. A control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable,
not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements
due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

 Changes
in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 Attestation
Report of Registered Public Accounting Firm

 This
Form 10-K/A does not contain an attestation report of our independent registered public accounting firm related to internal control over
financial reporting because the rules for emerging growth companies provide an exemption from the attestation requirement.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 The
following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K/A.

 Exhibit

 Number

 Description

 2.1+

 Business Combination Agreement, dated as of July 20, 2022, by and among Larkspur Health Acquisition Corp., Larkspur Merger Sub Inc., Stephen Glover and ZyVersa Therapeutics, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on July 22, 2022).

 3.1

 Second Amended and Restated Certificate of Incorporation of ZyVersa Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 3.2

 Second Amended and Restated Bylaws of ZyVersa Therapeutics, Inc. (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 3.3

 Certificate of Designation relating to the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.3 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 3.4

 Certificate of Designation relating to the Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 3.5

 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of ZyVersa Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8K filed with the SEC on November 30, 2023).

 4.1

 Specimen Class A Common Stock Certificate of ZyVersa Therapeutics, Inc. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 4.2

 Form of Warrant issued by the Company in connection with the Public Warrants (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 4.3

 Form of Warrant issued by the Company in connection with the Private Placement Warrants (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 4.4

 Form of Warrant issued by the Company to each PIPE Investor (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 4.5

 Form of Bridge Warrant issued by the Company (incorporated by reference to Exhibit 4.5 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 4.6

 Form of Warrant pursuant to License Agreement, dated April 18, 2019, by and between InflamaCORE, LLC and Variant Pharmaceuticals, Inc. (incorporated by reference to Exhibit 4.3 to the Company's Form S-4 filed with the SEC on October 21, 2022).

 4.7

 Form of Warrant pursuant to License Agreement, dated December 15, 2015, by and between L&F Research LLC and Variant Pharmaceuticals, Inc. (incorporated by reference to Exhibit 4.4 to the Company's Form S-4 filed with the SEC on October 21, 2022).

 4.8**

 Description of the Company's Securities.

 4.9

 Form of Warrant (incorporated by reference to Exhibit 4.8 to the Company's Registration Statement filed with the SEC on April 24, 2023).

 4.10

 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.9 to the Company's Registration Statement filed with the SEC on April 24, 2023).

 4.11

 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.11 to the Company's Amendment No. 2 to Form S-1 Registration Statement filed with the SEC on July 7, 2023).

 4.12

 Form of Common Warrant (incorporated by reference to Exhibit 4.10 to the Company's Amendment No. 2 to Form S-1 Registration Statement, filed with the SEC on July 7, 2023).

 4.13

 Warrant Amendment (incorporated by reference to Exhibit 4.8.1 to the Company's Post-Effective Amendment No. 1 to Form S-1 Registration Statement, filed with the SEC on July 26, 2023).

 4.14

 Form of Inducement Warrant (incorporated by reference to Exhibit 4.1 to the Company's Current Report to Form 8-K filed with the SEC on September 14, 2023).

 4.15

 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed with the SEC on December 11, 2023).

 4.16

 Form of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company's Form 8-K filed with the SEC on December 11, 2023).

 4.17

 Form of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company's Form 8-K filed with the SEC on December 11, 2023).

 10.1

 Amended and Restated Registration Rights Agreement, dated as of December 12, 2022, by and among the Company and each of the purchasers identified on the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 10.2

 Form of Shareholder Support Agreement, dated as of July 20, 2022, by and among Larkspur Health Acquisition Corp., ZyVersa Therapeutics, Inc. and certain of the stockholders of ZyVersa Therapeutics, Inc., identified on the signature pages thereto (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on July 22, 2022).

 10.3

 Form of Lock-Up Agreement, dated as of July 20, 2022, by and among the Company and the parties listed on Schedule A thereto (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on July 22, 2022).

 10.4

 Registration Rights Agreement, relating to Series A Preferred Stock, dated as of December 12, 2022, by and among the Larkspur Health Acquisition Corp. and each of the PIPE Investors (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 10.5

 Registration Rights Agreement, relating to Series B Preferred Stock, dated as of December 12, 2022, by and among the Company and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 10.6

 Business Combination Advisor Agreement, dated December 20, 2021, by and between the Company and A.G.P (incorporated by reference to Exhibit 1.2 to the Company's Current Report on Form 8-K filed with the SEC on December 23, 2021).

 10.7+

 License Agreement, dated April 18, 2019, by and between InflamaCORE, LLC and Variant Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.14 to the Company's Form S-4 filed with the SEC on October 21, 2022).

 10.8+

 License Agreement, dated December 15, 2015, by and between L&F Research LLC and Variant Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.15 to the Company's Form S-4 filed with the SEC on October 21, 2022).

 10.8.1

 Second Amendment to Waiver of Certain Rights under License Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 23, 2022).

 10.8.2

 Amendment and Restatement Agreement, by and between L&F Research LLC and ZyVersa Therapeutics, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on March 3, 2023).

 10.9+

 First Amendment to License Agreement, dated January 9, 2020, by and between L&F Research LLC and Variant Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.16 to the Company's Form S-4 filed with the SEC on October 21, 2022).

 10.10#

 ZyVersa Therapeutics, Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 10.11#

 Form of Incentive Stock Option Grant Agreement under the Combined Entity 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6.1 to the Company's Form S-4 filed with the SEC on September 27, 2022).

 10.12#

 Form of Restricted Stock Unit Award Agreement under the Combined Entity 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6.2 to the Company's Form S-4 filed with the SEC on September 27, 2022).

 10.13#

 Form of Non-Qualified Stock Option Grant Agreement under the Combined Entity 2022 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6.3 to the Company's Form S-4 filed with the SEC on September 27, 2022).

 10.14#

 Variant Pharmaceuticals, Inc. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company's Form S-4 filed with the SEC on September 27, 2022).

 10.15#

 Form of Indemnification Agreement by and between the Company and each of its officers and directors (incorporated by reference to Exhibit 10.15 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 10.16#

 Executive Employment Agreement, by and between the Company and Stephen Glover (incorporated by reference to Exhibit 10.16 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 10.17#

 Executive Employment Agreement, by and between the Company and Nicholas A. LaBella (incorporated by reference to Exhibit 10.17 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 10.18#

 Executive Employment Agreement, by and between the Company and Karen A. Cashmere (incorporated by reference to Exhibit 10.18 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 10.19#

 Executive Employment Agreement, by and between the Company and Peter Wolfe (incorporated by reference to Exhibit 10.19 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 10.21#

 Executive Employment Agreement by and between the Company and Pablo Guzman, M.D. (incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-1 filed with the SEC on January 27, 2023).

 10.22#

 Amendment to Variant Pharmaceuticals, Inc. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.20 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 10.23

 Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to Company's Registration Statement on Form S-1 filed with the SEC on April 24, 2023).

 10.24

 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.22 to Company's Registration Statement on Form S-1 filed with the SEC on April 24, 2023).

 10.25

 Form of Escrow Agreement (incorporated by reference to Exhibit 10.23 to Company's Registration Statement on Form S-1 filed with the SEC on April 24, 2023).

 10.26

 Placement Agency Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 26, 2023).

 10.27

 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.24 to the Company's Registration Statement on Form S-1/A filed with the SEC on July 7, 2023).

 10.28

 Form of Inducement Letter (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on September 14, 2023).

 10.29

 Form of Securities Purchase Agreement, dated as of December 6, 2023, between the Company and each purchaser named in the signature pages thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed with the SEC on December 11, 2023).

 10.30

 Placement Agency Agreement, dated as of December 6, 2023, between the Company and A.G.P (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed with the SEC on December 11, 2023).

 16.1

 Letter dated December 22, 2023 from Ernst & Young LLP to the U.S. Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Company's Form 8-K filed with the SEC on December 22, 2023).

 21.1

 Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 23.1**

 Consent of Marcum LLP

 23.2**

 Consent of Ernst & Young LLP

 24.1**

 Power of Attorney (included on the signature page).

 31.1**

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).

 31.2**

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).

 31.3*

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).

 31.4*

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a).

 32.1**

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

 97.1*

 Compensation Recovery Policy.

 99.1

 Securities Purchase Agreement, dated as of July 20, 2022, by and among Larkspur Health Acquisition Corp. and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 99.2

 Securities Purchase Agreement, dated as of December 12, 2022, by and among Larkspur Health Acquisition Corp. and each purchaser identified on the signature pages thereto (incorporated by reference to Exhibit 99.3 to the Company's Current Report on Form 8-K filed with the SEC on December 13, 2022).

 101.INS**

 101.SCH**

 101.CAL**

 101.DEF**

 101.LAB**

 101.PRE**

 104**

 Cover

 #

 Management
 contract or compensatory plan or arrangement.

 +

 Schedules
 and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy
 of any omitted schedule or exhibit to the SEC upon its request.

 Certain
 portions of this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(10). The Registrant agrees to furnish supplementally
 an unredacted copy of this Exhibit to the SEC upon its request.

 *

 Filed
 herewith.

 **

 Incorporated
 by reference to the Company's December 31, 2023 Form 10-K that was filed with the SEC on March 25, 2024.

 SIGNATURES

 Pursuant
to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No.
1 to the report to be signed on its behalf by the undersigned thereunto duly authorized.

 ZYVERSA
 THERAPEUTICS, INC.

 Date:
 May 15, 2024

 /s/
 Stephen C. Glover

 Stephen
 C. Glover

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 Date:
 May 15, 2024

 /s/
 Peter Wolfe

 Peter
 Wolfe

 Chief
 Financial Officer

 (Principal
 Financial and Accounting Officer)