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
(State or other jurisdiction of
incorporation or organization)

 

8731
(Primary Standard Industrial
Classification Code Number)

 

26-2540421
(I.R.S. Employer
Identification No.)

 

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.
Darrick M. Mix, Esq.
Duane Morris LLP
30 South 17th Street
Philadelphia, Pennsylvania 19103
(215) 979-1227

 

William N. Haddad, Esq.
Carmen M. Fonda, Esq.
Venable LLP
Rockefeller Center
1270 Avenue of the Americas, 24th Floor
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.  o

 

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.  o

 

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.  o

 

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 filer o

Accelerated filer o

Non-accelerated filer x

Smaller reporting company x

 

 

 

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

 

 

 

 

 

 

 

Title of Each Class of Securities
to Be Registered

 

Proposed
Maximum
Aggregate
Offering
Price(1)(2)

 

Amount of
Registration
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 officer)

 

January 29, 2020

Maria Maccecchini

 

 

 

 

 

 

 

 

/s/ JEFFREY MCGROARTY

 

Chief Financial Officer (principal financial and accounting officer)

 

January 29, 2020

Jeffrey McGroarty

 

 

 

 

 

 

 

 

*

 

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


Exhibit 5.1

 

NEW YORK
LONDON
SINGAPORE
PHILADELPHIA
CHICAGO
WASHINGTON, DC
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SILICON VALLEY
SAN DIEGO
SHANGHAI
TAIWAN
BOSTON
HOUSTON
LOS ANGELES
HANOI
HO CHI MINH CITY

 

FIRM and AFFILIATE OFFICES

 

 

 

www.duanemorris.com

ATLANTA
BALTIMORE
WILMINGTON
MIAMI
BOCA RATON
PITTSBURGH
NEWARK
LAS VEGAS
CHERRY HILL
LAKE TAHOE
MYANMAR
OMAN

A GCC REPRESENTATIVE OFFICE
OF DUANE MORRIS

 

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


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