Attached files
file | filename |
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EX-23.1 - EX-23.1 - Annovis Bio, Inc. | a19-9635_14ex23d1.htm |
EX-5.1 - EX-5.1 - Annovis Bio, Inc. | a19-9635_14ex5d1.htm |
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 |
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8731 |
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26-2540421 |
1055 Westlakes Drive, Suite 300
Berwyn, PA 19312
Attention:
(610) 727-3913
(Address, including zip code, and telephone number, including area code, of registrants 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. |
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William N. Haddad, Esq. |
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 |
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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
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Title of Each Class of Securities |
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Proposed |
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Amount of |
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Common Stock, $0.0001 par value per share |
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$ |
3,942,864 |
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$ |
511.78 |
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(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.
EXHIBIT INDEX
Exhibit |
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Description of Exhibit |
5.1 |
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Opinion of Duane Morris LLP regarding the legality of the securities being registered |
23.1 |
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23.2 |
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24.1 |
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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.
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ANNOVIS BIO, INC. | ||
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By: |
/s/ MARIA MACCECCHINI | |
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Name: |
Maria Maccecchini |
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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 |
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Title |
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Date | |
/s/ MARIA MACCECCHINI |
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President and Chief Executive Officer (principal executive officer) |
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January 29, 2020 | |
Maria Maccecchini |
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/s/ JEFFREY MCGROARTY |
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Chief Financial Officer (principal financial and accounting officer) |
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January 29, 2020 | |
Jeffrey McGroarty |
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* |
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Chairman of the Board and Director |
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January 29, 2020 | |
Michael Hoffman |
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* |
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Claudine Bruck |
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Director |
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January 29, 2020 | |
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* |
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Robert Whelan |
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Director |
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January 29, 2020 | |
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* |
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Mark White |
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Director |
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January 29, 2020 | |
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*By: |
/s/ MARIA MACCECCHINI |
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Maria Maccecchini |
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Attorney-in-Fact |
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