0001104659-20-007806 S-1MEF 4 333-232529 20200129 20200129 20200129 Annovis Bio, Inc. 0001477845 2834 262540421 DE 1231 S-1MEF 33 333-236126 20556266 1055 WESTLAKES DRIVE, SUITE 300 BERWYN PA 19312 610-727-3913 1055 WESTLAKES DRIVE, SUITE 300 BERWYN PA 19312 QR Pharma, Inc. 20091202 S-1MEF 1 a19-9635_14s1mef.htm S-1MEF As filed with the Securities and Exchange Commission on January 29, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ANNOVIS BIO, INC. (Exact name of registrant as specified in its charter) Delaware 8731 26-2540421 (State or other (Primary Standard Industrial (I.R.S. Employer jurisdiction of Classification Code Number) Identification No.) incorporation or organization) 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Attention: (610) 727-3913 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Maria Maccecchini, Ph.D. President and Chief Executive Officer Annovis Bio, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 (610) 727-3913 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Kathleen M. Shay, Esq. William N. Haddad, Esq. Darrick M. Mix, Esq. Carmen M. Fonda, Esq. Duane Morris LLP Venable LLP 30 South 17th Street Rockefeller Center Philadelphia, Pennsylvania 19103 1270 Avenue of the Americas, 24th Floor (215) 979-1227 New York, New York 10020 (917) 287-1580 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [x] 333-232529 If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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 Accelerated filer [ ] Non-accelerated filer [x] Smaller reporting company [x] filer [ ] Emerging growth company [x] 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 7(a)(2)(B) of the Securities Act. [x] CALCULATION OF REGISTRATION FEE Proposed Maximum Aggregate Amount of Title of Each Class of Securities Offering Registration to Be Registered Price(1)(2) Fee(3) Common Stock, $0.0001 par value per share $ 3,942,864 $ 511.78 (1) Represents only the additional number of shares being registered and includes an additional 85,715 shares issuable upon the exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1 (File No. 333-232529), as amended (the “Registration Statement”). (2) The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). (3) The registrant previously registered 1,642,856 shares of its common stock for which the fee was $1,705.94 on the Registration Statement, which was declared effective by the Securities and Exchange Commission on January 28, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $3,942,864 is hereby registered. This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended. -------------------------------------------------------------------------------- EXPLANATORY NOTE AND INCORPORATION BY REFERENCE Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Annovis Bio, Inc., a Delaware corporation (“Annovis”), is filing this registration statement with the Securities and Exchange Commission (the “SEC”). This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-232529) (the “Registration Statement”) filed by Annovis with the SEC on July 3, 2019, which was declared effective on January 28, 2020. Annovis is filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock, par value $0.0001 per share, offered by Annovis by 657,144 shares, 85,715 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of common stock. The additional shares that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement. The contents of the Registration Statement, including all amendments and exhibits thereto, are incorporated by reference herein. The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith. 2 -------------------------------------------------------------------------------- EXHIBIT INDEX Exhibit Number Description of Exhibit 5.1 Opinion of Duane Morris LLP regarding the legality of the securities being registered 23.1 Consent of WithumSmith+Brown, PC. 23.2 Consent of Duane Morris LLP (included in Exhibit 5.1.) 24.1 Power of Attorney. (Incorporated by reference to Exhibit 24.1 of the Form S-1 (Registration No. 333-232529) filed on July 3, 2019.) 3 -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Berwyn, Commonwealth of Pennsylvania, on January 29, 2020. ANNOVIS BIO, INC. By: /s/ MARIA MACCECCHINI Name: Maria Maccecchini Title: President and Chief Executive Officer SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated. Signature Title Date /s/ MARIA MACCECCHINI President and Chief Executive Officer (principal executive January 29, 2020 Maria Maccecchini officer) /s/ JEFFREY MCGROARTY Chief Financial Officer (principal January 29, 2020 Jeffrey McGroarty financial and accounting officer) * Chairman of the Board and Director January 29, 2020 Michael Hoffman * Claudine Bruck Director January 29, 2020 * Robert Whelan Director January 29, 2020 * Mark White Director January 29, 2020 *By: /s/ MARIA MACCECCHINI Maria Maccecchini Attorney-in-Fact 4 -------------------------------------------------------------------------------- EX-5.1 2 a19-9635_14ex5d1.htm EX-5.1 Exhibit 5.1 NEW YORK [[Image Removed]] ATLANTA LONDON BALTIMORE SINGAPORE FIRM and AFFILIATE OFFICES WILMINGTON PHILADELPHIA MIAMI CHICAGO BOCA RATON WASHINGTON, DC PITTSBURGH SAN FRANCISCO www.duanemorris.com NEWARK SILICON VALLEY LAS VEGAS SAN DIEGO CHERRY HILL SHANGHAI LAKE TAHOE TAIWAN MYANMAR BOSTON OMAN HOUSTON A GCC REPRESENTATIVE OFFICE LOS ANGELES OF DUANE MORRIS HANOI HO CHI MINH CITY ALLIANCES IN MEXICO AND SRI LANKA January 29, 2020 Annovis Bio, Inc. 1055 Westlakes Drive, Suite 300 Berwyn, PA 19312 Re: Exhibit 5.1 to Registration Statement on Form S-1 Ladies and Gentlemen: We are acting as counsel to Annovis Bios, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-1 filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof pursuant to Rule 462(b) (the “Additional Registration Statement”) relating to the proposed public offering of up to 657,144 common stock shares of beneficial interest in the Company, $0.0001 par value per share (the “Common Shares”), including 85,715 Common Shares that may be sold pursuant to the underwriters’ option to purchase additional shares (collectively, the “Shares”). The Additional Registration Statement incorporates by reference the Registration Statement on Form S-1, File No. 333-232529, as amended (the “Registration Statement”), of the Company, filed with the Commission pursuant to the Securities Act. In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen Common Share certificates and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in with the DUANE MORRIS LLP 30 SOUTH 17TH STREET PHILADELPHIA, PA 19103-4196 PHONE: 215.979.1000 FAX: 215.979.1020 -------------------------------------------------------------------------------- authorization, issuance and sale of the Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing. This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws. Based upon, subject to and limited by the foregoing, we are of the opinion that: The Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable. The opinion expressed herein is rendered as of the date hereof and is based on existing law, which is subject to change. Where our opinion expressed herein refers to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinion expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinion should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise. Our opinion expressed herein is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, /s/ Duane Morris LLP 2 -------------------------------------------------------------------------------- EX-23.1 3 a19-9635_14ex23d1.htm EX-23.1 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of Annovis Bio, Inc.’s Registration Statement on Form S-1 (File No. 333-232529) which includes our report dated May 15, 2019, except for the effects on the financial statements of the restatement described in Note 12, as to which the date is July 2, 2019, and the reverse stock split described in Note 2(j), as to which the date is August 8, 2019, relating to the balance sheets of Annovis Bio, Inc. as of December 31, 2018 and 2017, and the related statements of operations, changes of redeemable convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the two years in the period then ended. We also consent to the reference to us under the heading “Experts” in such Registration Statement on Form S-1 (File No. 333-232529). /s/ WithumSmith+Brown, PC East Brunswick, New Jersey January 29, 2020 --------------------------------------------------------------------------------