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, 2023


☐	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		New York Stock Exchange

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 August 11, 2023 was: 9,012,273.

Table of Contents

ANNOVIS BIO, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2023

PART I – FINANCIAL INFORMATION		Page


Item 1.	Financial Statements	3

	Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022	3

	Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	4

	Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited)	5

	Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (Unaudited)	6

	Notes to Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	23

Item 4.	Controls and Procedures	24


PART II – OTHER INFORMATION


Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

	Signatures	27

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EXPLANATORY NOTE

As disclosed in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023 (the “Filing Date” and “Form 10-K”), Annovis Bio, Inc. (“Annovis,” the “Company,” “our,” “us” and “we”) restated (the “Restatement”) our previously issued (i) unaudited condensed balance sheets as of March 31, 2022, June 30, 2022 and September 30, 2022, (ii) unaudited condensed statements of operations and comprehensive loss for the three months ended March 31, 2022, three and six months ended June 30, 2022, and three and nine months ended September 30, 2022, and (iii) unaudited condensed statements of cash flows for the three months ended March 31, 2022, six months ended June 30, 2022 and nine months ended September 30, 2022, in each of the Quarterly Reports on Form 10- Q for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022

See Note 12 – Restatement of Previously Issued Unaudited Condensed Financial Statements, to the Financial Statements in the Form 10-K for additional information related to the restatement and additional information related to the restatement of the Condensed Financial Statements for the quarter ended June 30, 2022.

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

Annovis Bio, Inc.

Balance Sheets

(unaudited)


	June 30,		December 31,
	2023		2022

Assets
Current assets:
Cash and cash equivalents	$	15,724,629	$	28,377,693
Prepaid expenses and other current assets		7,091,855		7,644,376
Total current assets		22,816,484		36,022,069
Total assets	$	22,816,484	$	36,022,069
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,172,877	$	3,961,254
Accrued expenses		900,972		3,737,285
Total current liabilities		2,073,849		7,698,539
Total liabilities		2,073,849		7,698,539
Commitments and contingencies (Note 7)
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, 70,000,000 and 35,000,000shares authorized and 9,012,273 and 8,163,923 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		902		816
Additional paid-in capital		94,070,810		82,377,488
Accumulated deficit		(73,329,077)		(54,054,774)
Total stockholders’ equity		20,742,635		28,323,530
Total liabilities and stockholders’ equity	$	22,816,484	$	36,022,069

See accompanying notes to financial statements.

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Annovis Bio, Inc.

Statements of Operations and Comprehensive Loss

(unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Operating expenses:
Research and development	$	8,262,167	$	4,033,963	$	16,048,223	$	6,183,604
General and administrative		1,497,533		1,938,447		3,681,193		5,042,518
Total operating expenses		9,759,700		5,972,410		19,729,416		11,226,122
Operating loss		(9,759,700)		(5,972,410)		(19,729,416)		(11,226,122)
Other income:
Interest income, net		222,578		36,024		455,113		55,673
Total other income		222,578		36,024		455,113		55,673
Loss before income taxes		(9,537,122)		(5,936,386)		(19,274,303)		(11,170,449)
Income tax expense (benefit)		—		—		—		—
Net loss	$	(9,537,122)	$	(5,936,386)	$	(19,274,303)	$	(11,170,449)
Basic and diluted loss per common share	$	(1.07)	$	(0.73)	$	(2.25)	$	(1.37)
Weighted average number of common shares outstanding, basic and diluted		8,951,309		8,163,923		8,575,239		8,160,702

See accompanying notes to financial statements.

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Annovis Bio, Inc.

Statements of Changes in Stockholders’ Equity

(unaudited)


				Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholders'
	Shares	Amount		Capital		Deficit		Equity
Three and Six Months Ended June 30, 2023
Balance, December 31, 2022	8,163,923	$	816	$	82,377,488	$	(54,054,774)	$	28,323,530
Exercise of stock options	52,755		6		7,380		—		7,386
Stock-based compensation expense	—		—		1,542,338		—		1,542,338
Net and comprehensive loss	—		—		—		(9,737,181)		(9,737,181)
Balance, March 31, 2023	8,216,678	$	822	$	83,927,206	$	(63,791,955)	$	20,136,073
Issuance of common stock, net of issuance costs	788,453		79		8,571,112		—		8,571,191
Exercise of stock options	7,142		1		999		—		1,000
Stock-based compensation expense	—		—		1,571,493		—		1,571,493
Net and comprehensive loss	—		—		—		(9,537,122)		(9,537,122)
Balance, June 30, 2023	9,012,273	$	902	$	94,070,810	$	(73,329,077)	$	20,742,635


Three and Six Months Ended June 30, 2022
Balance, December 31, 2021	8,100,570	$	810	$	73,220,361	$	(28,726,207)	$	44,494,964
Exercise of stock options	63,353		6		4,607		—		4,613
Stock-based compensation expense	—		—		3,434,944		—		3,434,944
Net and comprehensive loss	—		—		—		(5,234,063)		(5,234,063)
Balance, March 31, 2022	8,163,923	$	816	$	76,659,912	$	(33,960,270)	$	42,700,458
Stock-based compensation expense	—		—		1,903,761		—		1,903,761
Net and comprehensive loss	—		—		—		(5,936,386)		(5,936,386)
Balance, June 30, 2022	8,163,923	$	816	$	78,563,673	$	(39,896,656)	$	38,667,833

See accompanying notes to financial statements.

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Annovis Bio, Inc.

Statements of Cash Flows

(unaudited)


	Six Months Ended June 30,
	2023		2022
Cash flows from operating activities:
Net loss	$	(19,274,303)	$	(11,170,449)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		3,113,831		5,338,705
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		552,521		(3,677,503)
Accounts payable		(2,788,377)		213,767
Accrued expenses		(2,836,313)		(420,896)
Net cash used in operating activities		(21,232,641)		(9,716,376)
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance costs		8,571,191		—
Proceeds from exercise of stock options		8,386		4,613
Net cash provided by financing activities		8,579,577		4,613
Net (decrease) increase in cash and cash equivalents		(12,653,064)		(9,711,763)
Cash and cash equivalents, beginning of year		28,377,693

SEC Form 10-Q filed by Annovis Bio Inc.