Current Report Filing (8-k)
April 03 2023 - 5:29PM
Edgar (US Regulatory)
0001477845
false
0001477845
2023-03-31
2023-03-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
March 31, 2023
ANNOVIS BIO, INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
| Delaware |
001-39202 |
26-2540421 |
|
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
1055 Westlakes Drive, Suite 300
Berwyn, PA 19312
(Address of Principal Executive Offices, and
Zip Code)
(610) 727-3913
Registrant’s Telephone Number, Including
Area Code
Not
Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Trading Symbol(s) |
Name
of each exchange on which
registered |
| Common Stock, par value $0.0001 per share |
ANVS |
New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| |
¨ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
¨ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act.
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On March 31, 2023, Annovis Bio, Inc. (the
“Company”), entered into an ATM Equity Offering Sales AgreementSM (the “Sales Agreement”) with BofA Securities,
Inc. (“BofA”) and ThinkEquity LLC (“ThinkEquity” and, together with BofA, the “Sales Agents”), as
sales agents, pursuant to which the Company may offer and sell, from time to time through the Sales Agents, shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $50.0 million
(the “Shares”).
The offer and sale of the Shares will be made
pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-252625) filed by the
Company with the Securities and Exchange Commission (the “SEC”) on February 1, 2021 and declared effective by the SEC on February
11, 2021, as supplemented by a prospectus supplement dated March 31, 2023 and filed with the SEC pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to the Sales Agreement, the
Sales Agents may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in
Rule 415 of the Securities Act, including sales made by means of ordinary brokers’ transactions, including on the
New York Stock Exchange, at market prices or as otherwise agreed with the Sales Agents. The Sales Agents will use commercially
reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon instructions
from the Company, including any price or size limits or other customary parameters or conditions the Company may impose.
The Company is not obligated to make any sales
of the Shares under the Sales Agreement. The offering of Shares pursuant to the Sales Agreement will terminate upon the termination of
the Sales Agreement by the Sales Agents or the Company, as permitted therein.
The Company will pay the Sales Agents a
commission rate of up to 2.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide the Sales Agents with
customary indemnification and contribution rights. The Company will also reimburse the Sales Agents for certain specified expenses
in connection with entering into the Sales Agreement. The Sales Agreement contains customary representations and warranties and conditions
to the placements of the Shares pursuant thereto.
The foregoing description of the Sales Agreement
is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as
Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of the Company’s counsel
regarding the validity of the Shares that will be issued pursuant to the Sales Agreement is also filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer,
solicitation, or sale of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ANNOVIS BIO, INC. |
| |
|
|
| Date: April 3, 2023 |
By: |
/s/ Henry Hagopian, III |
| |
|
Name: Henry Hagopian, III |
| |
|
Title: Chief Financial Officer |
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