UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2021


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

COMMISSION FILE NUMBER 001-39202

Annovis Bio, Inc.

(Exact name of registrant as specified in its charter)

Delaware		26-2540421
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1055 Westlakes Drive, Suite 300

Berwyn, PA 19312

(Address of registrant’s principal executive offices)

(610) 727-3913

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, par value $0.0001 per share		ANVS		NYSE American

Indicate 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.

Indicate 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.

Indicate 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. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No.

The number of outstanding shares of the registrant’s common stock as of July 26, 2021 was: 8,100,570.

Table of Contents

ANNOVIS BIO, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2021

PART I – FINANCIAL INFORMATION		Page


Item 1.	Financial Statements	3

	Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	3

	Statements of Operations for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited)	4

	Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) for the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited)	5

	Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020 (Unaudited)	6

	Notes to Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	21

Item 4.	Controls and Procedures	21


PART II – OTHER INFORMATION


Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

	Signatures	24

Table of Contents

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

Annovis Bio, Inc.

Balance Sheets


	June 30,		December 31,
	2021		2020
		(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	49,224,198	$	8,074,658
Prepaid expenses and other current assets		272,040		44,676
Total current assets		49,496,238		8,119,334
Total assets	$	49,496,238	$	8,119,334
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity
Current liabilities:
Accounts payable	$	114,828	$	341,856
Accrued expenses		769,247		236,524
Total current liabilities		884,075		578,380
Total liabilities		884,075		578,380
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock - $0.0001 par value, 2,000,000 shares authorized, and 0 shares issued and outstanding		—		—
Common stock - $0.0001 par value, 35,000,000 shares authorized, and 8,090,932 and 6,891,608 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		809		689
Additional paid-in capital		68,574,704		21,779,340
Accumulated deficit		(19,963,350)		(14,239,075)
Total stockholders’ equity		48,612,163		7,540,954
Total liabilities and stockholders’ equity	$	49,496,238	$	8,119,334

See accompanying notes to financial statements.

Table of Contents

Annovis Bio, Inc.

Statements of Operations

(unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Operating expenses:
Research and development	$	1,824,502	$	856,478	$	4,214,085	$	922,924
General and administrative		709,648		1,687,151		1,549,275		2,203,867
Total operating expenses		2,534,150		2,543,629		5,763,360		3,126,791
Operating loss		(2,534,150)		(2,543,629)		(5,763,360)		(3,126,791)
Other income (expense):
Change in fair value of derivative liability		—		—		—		(26,500)
Interest income (expense), net		2,134		25,878		2,331		36,512
Grant income		7,414		208,261		36,754		365,699
Total other income (expense)		9,548		234,139		39,085		375,711
Loss before income taxes		(2,524,602)		(2,309,490)		(5,724,275)		(2,751,080)
Income tax expense (benefit)		—		—		—		—
Net loss	$	(2,524,602)	$	(2,309,490)	$	(5,724,275)	$	(2,751,080)
Basic and diluted loss per common share	$	(0.34)	$	(0.34)	$	(0.80)	$	(0.48)
Weighted average number of common shares outstanding, basic and diluted		7,366,654		6,860,847		7,144,870		5,730,158

See accompanying notes to financial statements.

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Annovis Bio, Inc.

Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(unaudited)


	Redeemable Convertible Preferred Stock						Stockholders’ Equity (Deficit)
														Total
										Additional				Stockholders’
	Series A			Series A-1			Common Stock			Paid-In		Accumulated		Equity
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		(Deficit)
Three and Six Months Ended June 30, 2021
Balance, December 31, 2020	—	$	—	—	$	—	6,891,608	$	689	$	21,779,340	$	(14,239,075)	$	7,540,954
Exercise of stock options	—		—	—		—	3,868		1		3,016		—		3,017
Exercise of warrants	—		—	—		—	51,644		5		(5)		—		—
Share-based compensation expense	—		—	—		—	—		—		23,977		—		23,977
Net loss	—		—	—		—	—		—		—		(3,199,673)		(3,199,673)
Balance, March 31, 2021	—	$	—	—	$	—	6,947,120	$	695	$	21,806,328	$	(17,438,748)	$	4,368,275
Issuance of common stock, net of issuance costs	—		—	—		—	1,000,000		100		46,668,313		—		46,668,413
Exercise of stock options	—		—	—		—	141,532		14		92,071		—		92,085
Exercise of warrants	—		—	—		—	2,280		—		—		—		—
Share-based compensation expense	—		—	—		—	—		—		7,992		—		7,992
Net loss	—		—	—		—	—		—		—		(2,524,602)		(2,524,602)
Balance, June 30, 2021	—	$	—	—	$	—	8,090,932	$	809	$	68,574,704	$	(19,963,350)	$	48,612,163

Three and Six Months Ended June 30, 2020
Balance, December 31, 2019	5,133,159	$	6,509,303	630,722	$	567,649	282,614	$	28	$	200,600	$	(8,777,028)	$	(8,576,400)
Conversion of redeemable convertible preferred stock to common stock upon completion of initial public offering	(5,133,159)		(6,509,303)	(630,722)		(567,649)	4,117,089		412		7,076,540		—		7,076,952
Conversion of convertible promissory notes, including embedded derivative, to common stock upon completion of initial public offering	—		—	—		—	118,470		12		672,512		—		672,524
Issuance of common stock in initial public offering, net of issuance costs	—		—	—		—	2,300,000		230		11,955,565		—		11,955,795
Exercise of stock options	—		—	—		—	27,286		3		4,603		—		4,606
Net loss	—		—	—		—	—		—		—		(441,590)		(441,590)
Balance, March 31, 2020	—	$	—	—	$	—	6,845,459	$	685	$	19,909,820	$	(9,218,618)	$	10,691,887
Exercise of stock options	—		—	—		—	21,149		2		4,609		—		4,611
Share-based compensation expense	—		—	—		—	—		—		1,111,272		—		1,111,272
Net loss	—		—	—		—	—		—		—		(2,309,490)		(2,309,490)
Balance, June 30, 2020	—	$	—	—	$	—	6,866,608	$	687	$	21,025,701	$	(11,528,108)	$	9,498,280

See accompanying notes to financial statements.

Table of Contents

Annovis Bio, Inc.

Statements of Cash Flows

(unaudited)


	Six Months Ended June 30,
	2021		2020
Cash flows from operating activities:
Net loss	$	(5,724,275)	$	(2,751,080)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of deferred financing fees		—

SEC Form 10-Q filed by Annovis Bio, Inc.