0001558370-24-006534 8-K 15 20240502 8.01 9.01 20240502 20240502 Annovis Bio, Inc. 0001477845 2834 03 Life Sciences 262540421 DE 1231 8-K 34 001-39202 24907988 101 LINDENWOOD DRIVE, SUITE 225 MALVERN PA 19355 484-875-3192 101 LINDENWOOD DRIVE, SUITE 225 MALVERN PA 19355 QR Pharma, Inc. 20091202 8-K 1 anvs-20240502x8k.htm 8-K 0001477845false00014778452024-05-022024-05-02 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 2, 2024 ANNOVIS BIO, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-39202 26-2540421 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 101 Lindenwood Drive, Suite 225 Malvern, PA 19355 (Address of Principal Executive Offices, and Zip Code) (484) 875-3192 Registrant’s Telephone Number, Including Area Code Not Applicable (Former Name or Former Address, if Changed Since Last Report) 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 ANVS New York Stock Exchange per share Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ?Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ?Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ?Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ?Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ? Item 8.01 Other Events. As previously announced in its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 26, 2024, on April 25, 2024, Annovis Bio, Inc. (the “Registrant”) entered into a Common Stock Purchase Agreement with an equity line investor (the “Agreement”). On May 2, 2024 the Parties closed the transactions contemplated by the Agreement. A copy of the opinion of Loeb & Loeb LLP in connection with the issuance of the securities is filed as Exhibit 5.1 hereto. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 5.1 Opinion of Loeb & Loeb LLP 23.1 Consent of Loeb & Loeb LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ANNOVIS BIO, INC. Date: May 2, 2024 By: /s/ Maria Maccecchini Name: Maria Maccecchini Title: President and Chief Executive Officer EX-5.1 2 anvs-20240502xex5d1.htm EX-5.1 Exhibit 5.1 345 Park Avenue Direct 212.407.4935 [[Image Removed: Graphic]] New York, NY 10154-1895 Main 212.407.4000 Fax 212.407.4990 May 2, 2024 Annovis Bio, Inc. 101 Lindenwood Drive, Suite 225 Malvern, PA 19355 Ladies and Gentlemen: We have acted as counsel to Annovis Bio, Inc., a Delaware corporation (the “Company”), in connection with the offering by the Company of up to 2,051,428 shares of common stock, $0.0001 par value per share (the “Shares”), pursuant to the (i) Registration Statement on Form S-3 (File No. 333-276814) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), (ii) prospectus dated February 12, 2024 contained in the Registration Statement (the “Base Prospectus”), and (ii) prospectus supplement dated May 1, 2024 filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with the Base Prospectus, the “Prospectus”). The Shares are to be issued pursuant to a Common Stock Purchase Agreement dated April 25, 2024 by and between the Company and Keystone Capital Partners, LLC (the “Purchase Agreement”). The Shares are to be sold by the Company as described in the Registration Statement and the Prospectus. In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus and the Purchase Agreement. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s certificate of incorporation and bylaws, and such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies. Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that the Shares have been duly authorized for issuance and, when issued and paid for in accordance with the terms and conditions of the Registration Statement and Prospectus, will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that: (i) the Company will issue and deliver the Shares in the manner contemplated by the Registration Statement and the Prospectus; and (ii) the Shares will be issued in compliance with applicable federal and state securities laws. -------------------------------------------------------------------------------- Annovis Bio, Inc. May 2, 2024 The opinions we express above are based upon a review only of those laws, statutes, rules, ordinances and regulations which, in our experience, a securities lawyer who is a member of the bar of the State of New York and practicing before the Commission exercising customary professional diligence would reasonably recognize as being applicable to the foregoing transactions. While certain members of this firm are admitted to practice in certain jurisdictions other than New York, in rendering the foregoing opinions we have not examined the laws and we do not express any opinion herein concerning any laws other than the internal laws of the State of New York and the Delaware General Corporation Law or consulted with members of this firm who are admitted in any other We express no opinion herein as to the law of any state or jurisdiction other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Current Report on Form 8-K to be filed by the Company in connection with the issuance and sale of the Shares in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and to the reference to our firm therein and in the Prospectus under the caption “Legal Matters.” In giving such consent, we do not thereby admit that this firm is within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission under such Section. Very truly yours, /s/ Loeb & Loeb LLP --------------------------------------------------------------------------------