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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):
October 30, 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 October 31, 2023, Annovis Bio, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with Cannacord Genuity LLC, as representative of the
several underwriters (the “Representative”) in connection with the issuance and sale by the Company in a public offering of
an aggregate of (i) 1,250,000 shares of the Company’s common stock (the “Shares”) and (ii) warrants to purchase
1,250,000 shares of the Company’s common stock (the “Warrants”), at a public offering price of $6.00 per unit (the “Offering”),
less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-252625)
and a related prospectus supplement filed with the Securities and Exchange Commission (the “SEC”). The Shares and Warrants
will be sold in units, with each unit consisting of one Share and Warrant. Each unit will be sold at a public offering price of $6.00 per
unit. The Shares and the accompanying Warrants will be issued separately but can only be purchased together in the Offering. Canaccord
is acting as the sole bookrunner in the Offering. The closing of the Offering is expected to occur on or about November 2, 2023,
subject to the satisfaction of customary closing conditions.
The Warrants will be exercisable immediately at an exercise price
of $9.00, and redeemable at the Company’s option, in whole or in part, at a redemption price equal to $0.001 per Warrant upon
30 days’ prior written notice, at any time after (i) the Company’s public announcement of Positive Topline Data (as
defined in the Warrant Agreement) from its Phase 3 pivotal study in patients with Parkinson’s Disease and (ii) the date
on which (a) the closing price of the Company’s common stock on the principal exchange or trading facility on which it is
then traded has equaled or exceeded $14.25 and (b) the average daily trading value (ADTV) of the Company’s common stock
is equal to or exceeds $2,000,000, for two consecutive Trading Days. The Warrants shall not be exercisable to the extent that after
giving effect to such issuance as set forth on the applicable notice of exercise, the holder would beneficially own in excess of
9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant shares issuable
upon the holder’s exercise of the Warrants (the “Maximum Percentage”). The holder, upon notice to the Company, may
from time to time increase or decrease the Maximum Percentage to any other percentage (not in excess of 19.99% of the number of
shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant shares issuable upon exercise of the
Warrants by the holder if exceeding that limit would result in a change in control under NYSE Listed Company Manual Section 312.03(c) or
any successor rule). Any increase in the Maximum Percentage shall not be effective until the 61st day after such notice is delivered
to the Company.
The Underwriting Agreement contains customary representations, warranties
and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including
for liabilities under the Securities Act of 1933, as amended, (the “Securities Act”) other obligations of the parties
and termination provisions.
The foregoing description of the Underwriting Agreement and the Warrants
are not complete and are qualified in their entirety by reference to the full text of the Underwriting Agreement and Warrant Agreement,
copies of which re filed as Exhibit 1.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K and is incorporated
by reference herein. The Underwriting Agreement and Warrant Agreement set forth the terms and conditions of the Offering and are not intended
to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of the Underwriting Agreement and as of specific dates, were solely for the benefit of the parties
to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties.
Duane Morris LLP, counsel to the Company, has issued an opinion to
the Company, dated October 31, 2023, regarding the validity of the shares to be issued and sold in the Offering. A copy of the opinion
is filed as Exhibit 5.1 to this Current Report on Form 8-K.
| Item 2.02. |
Results of Operations and Financial Condition. |
The Company estimates that its cash and cash equivalents were
approximately $6.355 million as of September 30, 2023. This amount is unaudited and preliminary and is subject to completion of financial
closing procedures. As a result, this amount may differ materially from the amount that will be reflected in the Company’s financial
statements as of and for the quarter ended September 30, 2023.
The information in this Item 2.02 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
On October 30, 2021, the Company issued a press release announcing
the proposed public offering of its common stock and accompanying warrants. A copy of the press release is attached hereto as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
On October 31, 2021, the Company issued a press release announcing
that it priced a public offering of its common stock and accompanying warrants. A copy of the press release is attached hereto as Exhibit 99.2
to this Current Report on Form 8-K and is incorporated herein by reference.
| 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: November 1, 2023 |
By: |
/s/
Henry Hagopian, III |
| |
|
Name: Henry Hagopian, III |
| |
|
Title: Chief Financial Officer |
Exhibit 1.1
ANNOVIS BIO, INC.
1,250,000 Shares of Common Stock
Warrants to Purchase 1,250,000 Shares of Common
Stock
UNDERWRITING AGREEMENT
October 31, 2023
Canaccord Genuity LLC
As Representative of the several Underwriters
listed in Schedule 1 hereto
99 High Street, 11th Floor
Boston, Massachusetts 02110
Ladies and Gentlemen:
Annovis Bio, Inc., a Delaware corporation
(the “Company”), proposes to issue and sell to the several underwriters named in Schedule 1 (the “Underwriters”),
(i) an aggregate of 1,250,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value (the
“Common Stock”) and (ii) Warrants, substantially in the form of Annex A hereto, to purchase an aggregate of 1,250,000
shares of Common Stock (the “Warrants,” and such Warrants and Shares being hereinafter collectively referred to as
the “Securities”). As used herein, “Warrant Shares” means the shares of Common Stock issuable upon
exercise of the Warrants. Canaccord Genuity LLC has agreed to act as the representative of the several Underwriters (in such capacity,
the “Representative”) in connection with the offering and sale of the Securities. To the extent there are no additional
underwriters listed on Schedule 1, the term “Representative” as used herein shall mean you, as Underwriter,
and the term “Underwriters” as used herein shall mean the singular as the context requires. The Shares and the Warrants
shall be sold together as a fixed combination, each consisting of one share of the Common Stock and one Warrant to purchase one share
of Common Stock (a “Unit”). The Shares and the Warrants shall be immediately separable and transferable upon issuance.
The Company has prepared and filed with the Securities
and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-252625),
covering the public offering and sale of certain securities of the Company, including the Securities, under the Securities Act of 1933,
as amended (the “1933 Act”) and the rules and regulations promulgated thereunder (the “1933 Act Regulations”),
which shelf registration statement was declared effective by the Commission on February 11, 2021. The “Registration Statement”,
as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits
and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant
to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B
of the 1933 Act Regulations (“Rule 430B”); provided, however, that the “Registration Statement”
without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the
first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement
with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B (“Rule 430B(f)(2)”),
including the exhibits and schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein
at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such
time pursuant to Rule 430B. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under
the 1933 Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration
Statement” shall be deemed to include such Rule 462 Registration Statement. The base prospectus filed as part of such shelf
registration statement, as amended in the form in which it has been filed most recently with the Commission, including the documents incorporated
or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, is referred to herein as the
“Base Prospectus”. Promptly after execution and delivery of this Agreement, the Company will prepare and file a final
prospectus supplement relating to the Securities in accordance with the provisions of Rule 424(b) of the 1933 Act Regulations
(“Rule 424(b)”). Such final prospectus supplement, including the documents incorporated or deemed to be incorporated
by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, is referred to herein as the “Prospectus Supplement”.
The Base Prospectus, as amended by the Prospectus Supplement, in the forms of the Base Prospectus and the Prospectus Supplement, are collectively
referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement,
any preliminary prospectus supplement or the Prospectus or any amendment or supplement thereto shall be deemed to be the copy filed with
the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system)(“EDGAR”).
As used in this Agreement:
“Applicable Time”
means 7:30 a.m. New York City time, on October 31, 2023.
“General Disclosure Package”
means (i) each Issuer General Use Free Writing Prospectus, if any, issued prior to the Applicable Time and listed on Schedule
2 attached hereto, (ii) the preliminary prospectus supplement dated October 30, 2023, and (iii) the pricing information
listed on Schedule 2 attached hereto, all considered together.
“Issuer Free Writing Prospectus”
means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”),
including, without limitation, any “free writing prospectus” (as defined in Rule 405 under the 1933 Act (“Rule 405”))
relating to the Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show that
is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission,
or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains a description of the
Securities or of the offering thereof that does not reflect the final terms, in each case in the form filed or required to be filed with
the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer General Use Free Writing
Prospectus” means any Issuer Free Writing Prospectus approved by the Underwriters that is furnished to the Underwriters for
general distribution to investors, as evidenced by communications between the Company and the Underwriters.
“Issuer Limited Use Free Writing
Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
All references in this Agreement to financial statements
and schedules and other information which is “contained,” “included,” “made,” “stated”
or “referred to” (or other references of like import) in the Registration Statement, the General Disclosure Package or the
Prospectus shall be deemed to include all such financial statements and schedules and other information incorporated or deemed to be incorporated
by reference in the Registration Statement, the General Disclosure Package or the Prospectus, as of the effective date of the Registration
Statement or the date of such General Disclosure Package or Prospectus, as the case may be; and all references in this Agreement to amendments
or supplements to the Registration Statement, the General Disclosure Package or the Prospectus shall be deemed to include any document
filed after such date under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and
regulations promulgated thereunder (the “1934 Act Regulations”).
Section 1. Representations
and Warranties. (a) The Company represents and warrants to the Underwriters at the date of this Agreement and at the Closing
Date:
(i) Compliance
of the Registration Statement, the Prospectus and Incorporated Documents. The Company meets the requirements for use of Form S-3
under the 1933 Act. The Registration Statement is a shelf registration statement and the Securities have been and remain eligible for
registration by the Company on such shelf registration statement. Each of the Registration Statement and any post-effective amendment
thereto has become effective under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto has been issued under the 1933 Act, no notice of objection of the Commission to the use of the Registration Statement
or any post-effective amendment thereto pursuant to Rule 401(g)(1) of the 1933 Act Regulations (“Rule 401(g)(1)”)
has been received by the Company, no order preventing or suspending the use of any preliminary prospectus supplement or the Prospectus
or any amendment or supplement thereto has been issued, and no proceedings for any of those purposes have been instituted or are pending
or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional
information.
Each of the Registration Statement and
any post-effective amendment thereto, at the time of its effectiveness and as of each deemed effective date with respect to the Underwriters
pursuant to Rule 430B(f)(2), complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations.
Each of any preliminary prospectus supplement and the Prospectus and any amendment or supplement thereto, at the time it was filed with
the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and is identical
to the electronically transmitted copy thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation
S-T.
The documents incorporated or deemed
to be incorporated by reference in the Registration Statement, any preliminary prospectus supplement, and the Prospectus, when they became
effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with
the requirements of the 1934 Act and the 1934 Act Regulations.
(ii) Accurate
Disclosure. Neither the Registration Statement nor any amendment thereto, at its applicable effective time, contained, contains or
will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading. At the Applicable Time and as of the Closing Date, neither (A) the General
Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure
Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of
any filing with the Commission pursuant to Rule 424(b) or at the Closing Date, included, includes or will include an untrue
statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated
by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement
became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be,
when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the
case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.
(iii) Issuer
Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration
Statement, any preliminary prospectus supplement or the Prospectus or any amendment or supplement thereto, including any document incorporated
by reference therein, that has not been superseded or modified. Any offer that is a written communication relating to the Securities made
prior to the initial filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this
paragraph only, of Rule 163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with the exemption
provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements
of Rule 163, including, without limitation, the legending requirement, to qualify such offer for the exemption from Section 5(c) of
the 1933 Act provided by Rule 163.
(iv) Company
Not Ineligible Issuer. (A) At the time of filing the Registration Statement and any post-effective amendment thereto, (B) at
the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of
the 1933 Act Regulations) of the Securities, (C) at the date of this Agreement and (D) at the Applicable Time, the Company was
not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the Commission
pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
(v) Independent
Accountants. Each of (i) WithumSmith+Brown, PC, which has certified the financial statements and supporting schedules included
in the Registration Statement, the General Disclosure Package and the Prospectus and (ii) Ernst & Young LLP, are independent
public accountants as required by the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the Public Company
Accounting Oversight Board.
(vi) Financial
Statements; Non-GAAP Financial Measures. The financial statements of the Company included in the Registration Statement, the General
Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial
position of the Company at the dates indicated and the statements of operations, statements of cash flows, statements of stockholders’
equity (deficit) of the Company for the periods specified; said financial statements have been prepared in conformity with U.S. generally
accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting
schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The
selected financial data and the summary financial information included in the Registration Statement, the General Disclosure Package and
the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with
that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in
the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been
prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been
properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included in the Registration
Statement, the General Disclosure Package and the Prospectus, no historical or pro forma financial statements or supporting schedules
are required to be included in the Registration Statement, any preliminary prospectus supplement or the Prospectus under the 1933 Act
or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus,
if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission)
comply with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable. The interactive
data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package
and the Prospectus fairly presents in all material respects the required information and has been prepared in accordance with the Commission's
rules and guidelines applicable thereto.
(vii) No
Material Adverse Change. Except as stated in the Registration Statement, the General Disclosure Package and the Prospectus, since
the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus,
(A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business
prospects of the Company, whether or not arising in the ordinary course of business (a “Material Adverse Change”),
(B) there have been no transactions entered into by the Company, other than those in the ordinary course of business, which are material
with respect to the Company, and (C) there has been no dividend or distribution of any kind declared, paid or made by the Company
on any class or series of its capital stock.
(viii) Good
Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws
of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to conduct its business
as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations
under, and to consummate the transactions contemplated in, this Agreement. The Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing
of property or the conduct of business, except where the failure so to qualify or to be in good standing would not, singly or in the aggregate,
result in a material adverse effect in (A) the condition, financial or otherwise, or in the earnings, business affairs or business
prospects of the Company, whether or not arising in the ordinary course of business, or (B) the ability of the Company to enter into
and perform any of its obligations under, or to consummate any of the transactions contemplated in, this Agreement (collectively, a “Material
Adverse Effect”).
(ix) No
Subsidiaries. The Company has no subsidiaries.
(x) Capitalization;
Listing of Common Stock. The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration
Statement and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements
or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to
the exercise of convertible securities or options referred to in the Registration Statement, the General Disclosure Package and the Prospectus).
The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable.
None of the outstanding shares of capital stock of the Company were issued in violation of the preemptive or other similar rights of any
securityholder of the Company or any other person or entity. The Company’s Common Stock has been registered pursuant to Section 12(b) of
the 1934 Act, and the Shares and Warrant Shares have been approved for listing, subject to official notice of issuance, on the New York
Stock Exchange (the “NYSE”), and the Company has taken no action designed to, or likely to have the effect of, terminating
the registration of the Common Stock under the 1934 Act or the listing of the Common Stock (including the Shares and Warrant Shares) on
the NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration
or listing.
(xi) Authorization
of this Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(xii) Authorization
and Description of Securities. The Securities have been duly authorized for issuance and sale by the Company pursuant to this Agreement
and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement,
will be validly issued and fully paid and non-assessable. The issuance of the Securities is not subject to the preemptive or other similar
rights of any securityholder of the Company or any other person or entity. The Common Stock conforms in all material respects to all statements
relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform
in all material respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal
liability solely by reason of being such a holder. The Warrant Shares, when issued in accordance with the terms of the Warrants, will
be validly issued, fully paid and non-assessable; and the Company has reserved from its duly authorized capital stock the maximum number
of shares of Common Stock issuable pursuant to this Agreement and the Warrants.
(xiii) Registration
Rights. There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant
to the Registration Statement or otherwise registered for sale or sold by the Company under the 1933 Act pursuant to this Agreement, other
than those rights that have been disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and have been
waived.
(xiv) Absence
of Violations, Defaults and Conflicts. The Company is not (A) in violation of its charter, by-laws or similar organizational
document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company is a party
or by which it may be bound or to which any of the properties, assets or operations of the Company is subject (collectively, “Agreements
and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect,
or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental
body, regulatory body, administrative agency (including, without limitation, the U.S. Food and Drug Administration (the “FDA”)
or the U.S. Centers for Medicare and Medicaid Services) or other authority, body or agency having jurisdiction over the Company or any
of its properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not,
singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including
the issuance and sale of Securities and the use of the proceeds from the sale thereof as described therein under the caption “Use
of Proceeds”) and compliance by the Company with its obligations hereunder have been duly authorized by all requisite action
and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach
of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance
upon any properties, assets or operations of the Company pursuant to, the Agreements and Instruments (except for such conflicts, breaches,
defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse
Effect), nor will such action result in any violation of the provisions of the charter, by-laws or similar organizational document of
the Company or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein, a “Repayment
Event” means any event or condition which gives the holder of any note, debenture or other financing instrument (or any person
acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of the related
financing by the Company.
(xv) Absence
of Labor Dispute. No labor dispute with the employees of the Company exists or, to the knowledge of the Company, is imminent, and
the Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers,
customers or contractors, which could, singly or in the aggregate, result in a Material Adverse Effect.
(xvi) Absence
of Proceedings. Except as stated in the Registration Statement, the General Disclosure Package and the Prospectus, there is no action,
suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, or, to the knowledge of the Company,
threatened, against or affecting the Company which could, singly or in the aggregate, result in a Material Adverse Effect. The aggregate
of all pending legal or governmental proceedings to which the Company is a party or of which any of its properties, assets or operations
are the subject which are not described in the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary
routine litigation incidental to the business, would not, singly or in the aggregate, result in a Material Adverse Effect.
(xvii) Accuracy
of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, any preliminary
prospectus supplement or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and
filed as required.
(xviii) Absence
of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree
of, any Governmental Entity is necessary or required for the Company’s due authorization, execution and delivery of, or performance
of its obligations under, this Agreement or for the offering, issuance, sale or delivery of Securities or the consummation of the transactions
contemplated in this Agreement, except such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations,
the rules of the NYSE, the securities laws of any state or non-U.S. jurisdiction or the rules of Financial Industry Regulatory
Authority, Inc. (“FINRA”).
(xix) Possession
of Licenses and Permits. The Company possesses such permits, licenses, approvals, consents and other authorizations issued by the
appropriate Governmental Entities necessary to conduct the business now operated by it (collectively, “Governmental Licenses”)
(including, without limitation, all such Governmental Licenses required by any Governmental Entity engaged
in the regulation of clinical registries, clinical trials or activities related to the business now operated by the Company in such jurisdictions),
except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse Effect. The Company is in compliance
with the terms and conditions of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate,
result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect, except where the invalidity
of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not, singly or in the
aggregate, result in a Material Adverse Effect. The Company has not received any notice of proceedings relating to the revocation or modification
of any Governmental Licenses which, if the subject of an unfavorable decision, ruling or finding, could, singly or in the aggregate, result
in a Material Adverse Effect.
(xx) Title
to Property. The Company does not own any real property. All of the leases and subleases material to the business of the Company,
and under which the Company holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus,
are in full force and effect, and the Company has not received any notice of any material claim of any sort that has been asserted by
anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued
possession of the leased or subleased premises under any such lease or sublease.
(xxi) Possession
of Intellectual Property. The Company owns or possesses, has a valid license to, or can acquire on reasonable terms, all patents,
patent applications, statutory invention rights, community designs, invention disclosures, rights in utility models and industrial designs,
licenses, inventions, copyrights (including copyrights in software), intellectual property rights in technology and software, data and
know how (including, without limitation, trade secrets and other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks, trade names, business names, logos, slogans, trade dress, design rights, Internet
domain names, any other designations of source or origin and other intellectual property or proprietary rights (including all registrations
and applications for registration and renewals of, and all goodwill associated with, the foregoing) (collectively, “Intellectual
Property”) necessary to carry on the business now operated by it and as proposed to be operated as described in the Registration
Statement, the General Disclosure Package and the Prospectus. (a) The Company has not engaged in, nor received any notice or is otherwise
aware of, any infringement, misappropriation or other violation of or conflict with respect to any Intellectual Property of any third
party, (b) there is no pending or threatened action, suit, proceeding or claim regarding the subject matter of the foregoing clause
(a), and (c) the Company is unaware of any facts or circumstances which would form a reasonable basis for any such claim. All Intellectual
Property owned by or exclusively licensed to the Company (such Intellectual Property, the “Company Intellectual Property”)
is valid, subsisting and enforceable, and free of material defects, including with respect to the filing and prosecution thereof. There
is no pending or threatened action, suit, proceeding or claim by any third party challenging the validity, ownership, registrability,
enforceability or scope of any Company Intellectual Property and the Company is unaware of any facts or circumstances which would form
a reasonable basis for any such claim or render any Company Intellectual Property invalid or inadequate to protect the interest of the
Company therein, and which infringement or conflict, if the subject of an unfavorable decision, ruling or finding, invalidity or inadequacy
could, singly or in the aggregate, result in a Material Adverse Effect. No third party is, to the Company’s knowledge, infringing,
misappropriating or otherwise violating any of the Company Intellectual Property and there is no pending or threatened action, suit, proceeding
or claim by the Company against a third party regarding the foregoing. (x) The Company has complied in all material respects with
the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, (y) the Company has not received
any written notice alleging any noncompliance therewith and is unaware of any facts or circumstances which would form a reasonable basis
for any such claim and (z) all such agreements are in full force and effect. Each Person who is or was an employee or contractor
of the Company and who is, was or is expected to be involved in the creation or development of any Intellectual Property for or on behalf
of the Company has executed a valid written agreement containing an enforceable assignment to the Company all of such Person’s rights
in and to such Intellectual Property and, to the Company’s knowledge, no employee of the Company is in or has ever been in violation
of any term of any agreement with or covenant to a former employer where the basis of such violation relates to such employee’s
employment with the Company or actions undertaken by the employee while employed with the Company. The Company has taken all reasonable
steps necessary to maintain and protect the confidentiality of the material trade secrets and other material confidential Intellectual
Property used in connection with the business of the Company, and the confidentiality of such material trade secrets and material confidential
Intellectual Property has not been compromised or disclosed to or accessed by any third party, except in each case pursuant to appropriate
nondisclosure and confidentiality agreements. No university, military, educational institution, research center, Governmental Entity or
other organization has funded, sponsored or contributed to research and development conducted in connection with the business of the Company
that (i) has any claim of right to, ownership of or other lien on any Company Intellectual Property or (ii) would affect the
proprietary nature of any Company Intellectual Property or restrict the ability of the Company to enforce, license or exclude others from
using any Company Intellectual Property.
(xxii) Environmental
Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or
in the aggregate, result in a Material Adverse Effect, (A) the Company is not in violation of any federal, state, local or foreign
statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof,
including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the
environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including,
without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes,
toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous
Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials (collectively, “Environmental Laws”), (B) the Company has all permits, authorizations and approvals
required under any applicable Environmental Laws and is in compliance with their requirements, (C) there are no pending or, to the
knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices
of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company and (D) to the
knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up
or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company relating
to Hazardous Materials or any Environmental Laws.
(xxiii) Accounting
Controls and Disclosure Controls. The Company maintains effective internal control over financial reporting (as defined under Rule 13-a15
and Rule 15d-15 of the 1934 Act Regulations) and a system of internal accounting controls sufficient to provide reasonable assurances
that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets;
(C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to
any differences; and (E) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus fairly presents in all material respects the required information and is
prepared in accordance with the Commission's rules and guidelines applicable thereto. Except as described in the Registration Statement,
the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been
(1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no
change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting. The Company maintains an effective system of disclosure controls
and procedures (as defined in Rule 13a-15 and Rule 15d-15 of the 1934 Act Regulations) that are designed to ensure that the
information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated
to the Company’s management, including its principal executive officer or officers and principal financial officer or officers,
as appropriate, to allow timely decisions regarding disclosure.
(xxiv) Compliance
with the Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or
officers, in their capacities as such, to comply in all material respects with any provision of the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated in connection therewith, including, without limitation, Section 402 related to loans and Sections
302 and 906 related to certifications.
(xxv) Payment
of Taxes. All United States federal income tax returns of the Company required by law to be filed have been filed and all taxes shown
by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which appeals have been or
will be promptly taken and as to which adequate reserves have been provided. The United States federal income tax returns of the Company
through the fiscal year ended December 31, 2022 have been settled and no assessment in connection therewith has been made against
the Company. The Company has filed all other tax returns that are required to have been filed by it pursuant to applicable foreign, state,
local or other law except insofar as the failure to file such returns would not, singly or in the aggregate, result in a Material Adverse
Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company, except for such taxes,
if any, as are being contested in good faith and as to which adequate reserves have been established by the Company. The charges, accruals
and reserves on the books of the Company in respect of any income and corporation tax liability for any years not finally determined are
adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent
of any inadequacy that would not, singly or in the aggregate, result in a Material Adverse Effect.
(xxvi) Insurance.
The Company carries or is entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering
such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance
is in full force and effect. The Company has no reason to believe that it will not be able (A) to renew its existing insurance coverage
as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate
to conduct its business as now conducted and at a cost that would not, singly or in the aggregate, result in a Material Adverse Effect.
The Company has not been denied any insurance coverage which it has sought or for which it has applied.
(xxvii) Investment
Company Act. The Company is not required, and upon the issuance and sale of the Securities as contemplated herein and the application
of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be
required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940
Act”).
(xxviii) Absence
of Manipulation. Neither the Company nor any affiliate of the Company has taken, nor will the Company or any such affiliate take,
directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of any Securities or to result in a violation
of Regulation M under the 1934 Act.
(xxix) Foreign
Corrupt Practices Act. The Company is not and, to the knowledge of the Company, no director, officer, agent, employee, affiliate or
other person acting on behalf of the Company is aware of or has taken any action, directly or indirectly, that would result in a violation
by such persons of either (A) the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder
(the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate
commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property,
gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined
in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the
FCPA or (B) the U.K. Bribery Act 2010 (the “Bribery Act”), and the Company and, to the knowledge of the Company,
its other affiliates have conducted their businesses in compliance with the FCPA and the Bribery Act and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.
(xxx) Money
Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping
and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of
all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”). No action, suit or proceeding by
or before any Governmental Entity involving the Company with respect to the Money Laundering Laws is pending or, to the best knowledge
of the Company, threatened.
(xxxi) OFAC.
The Company is not and, to the knowledge of the Company, no director, officer, agent, employee, affiliate or other person acting on behalf
of the Company is (A) an individual or entity (“Person”) currently the subject or target of any sanctions administered
or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign
Assets Control, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority
(collectively, “Sanctions”), or (B) located, organized or resident in a country or territory that is the subject
of Sanctions. The Company will not, directly or indirectly, use the proceeds of the sale of the Securities, or lend, contribute or otherwise
make available such proceeds to any of its joint venture partners or other Persons, to fund any activities of or business with any Person,
or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result
in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise)
of Sanctions.
(xxxii) Lending
Relationship. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company (A) does
not have any material lending or other relationship with the Underwriters or any bank, lending or other affiliate of an Underwriter and
(B) does not intend to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to an Underwriter
or any affiliate of an Underwriter.
(xxxiii) Statistical
and Market-Related Data. Any statistical and market-related data included in the Registration Statement, the General Disclosure Package
or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate
and, to the extent required, the Company has obtained the written consent to the use of such data from such sources.
(xxxiv) No
Commissions. The Company is not a party to any contract, agreement or understanding with any person (other than as contemplated by
this Agreement) that would give rise to a valid claim against the Company or the Underwriters for a brokerage commission, finder’s
fee or like payment in connection with the offering and sale of any Securities.
(xxxv) Not
an Actively-Traded Security. The Common Stock is not an “actively-traded security” exempted from the requirements of Rule 101
of Regulation M under the 1934 Act by subsection (c)(1) of such rule.
(xxxvi) Cybersecurity
and Data Protection. (A) To the knowledge of the Company, there has been no security breach or incident, unauthorized access
or disclosure, or other compromise of or relating to the Company information technology and computer systems, networks, hardware, software,
data and databases (including the data and information of its patients, customers, employees, suppliers, vendors and any third party data
maintained, processed or stored by the Company, and any such data processed or stored by third parties on behalf of the Company), equipment
or technology (collectively, “IT Systems and Data”); (B) the Company has not been notified of, and has no knowledge
of any event or condition that could result in, any security breach or incident, unauthorized access or disclosure of or other compromise
to its IT Systems and Data; and (C) the Company has implemented appropriate controls, policies, procedures, and technological safeguards
to maintain and protect the integrity, continuous operation, redundancy, disaster recovery and security of its IT Systems and Data reasonably
consistent with industry standards and practices, or as required by applicable data protection laws, healthcare laws and regulatory standards.
The IT Systems and Data are adequate and operational for, in accordance with their documentation and functional specifications, the business
of the Company as now operated by it and as currently proposed to be operated as described in the Registration Statement, the General
Disclosure Package and the Prospectus. The Company is in compliance in all material respects with all applicable laws or statutes and
all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies
and contractual obligations relating to the privacy and security of the IT Systems and Data, including the collection, use, transfer,
processing, disposal, disclosure, handling, storage and analysis of personally identifiable information, protected health information,
consumer information and other confidential information of the Company and any third parties in their possession (“Sensitive
Company Data”), and the protection of such IT Systems and Data and Sensitive Company Data from unauthorized use, access, misappropriation
or modification. The Company has taken reasonable steps necessary to maintain the confidentiality of the Sensitive Company Data. The Company
has not received any written notice, claim, complaint, demand or letter from any Person or Governmental Entity in respect of its business
under applicable data security and data protection laws and regulations and industry standards regarding misuse, loss, unauthorized destruction
or unauthorized disclosure of any Sensitive Company Data. To the knowledge of the Company, there has been no unauthorized or illegal use
of or access to any Sensitive Company Data by any third party. The Company has not been required to notify any individual, Governmental
Entity or data protection authority of any information security breach, compromise or incident involving Sensitive Company Data and are
not the subject of any inquiry or investigation by any Governmental Entity or data protection authority regarding any of the foregoing.
(xxxvii) ERISA
Compliance. The Company and any “Employee Benefit Plan” (within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))
for which the Company or its “ERISA Affiliates” (as defined below) would have any liability (each, a “Plan”)
are in compliance with ERISA and each Plan has been established and maintained in compliance with its terms and the requirements of any
applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Internal Revenue Code of 1986, as
amended, and the regulations and published interpretations thereunder (the “Code”). No “reportable event”
(as defined under ERISA) has occurred or is reasonably expected to occur with respect to any Plan. No Plan, if such Plan were terminated,
would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company nor any of its ERISA
Affiliates has incurred or reasonably expects to incur any obligation or liability under (i) Title IV of ERISA with respect to termination
of, or withdrawal from, any Plan, (ii) Sections 412 and 430, 4971, 4975 or 4980B of the Code or (iii) Sections 302 and 303,
406, 4063 and 4064 of ERISA. Each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and
nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification. There is no pending audit
or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other
governmental agency or any foreign regulatory agency with respect to any Plan that could reasonably be expected to result in liability
to the Company. The Company does not have any “accumulated postretirement benefit obligations” (within the meaning of Statement
of Financial Accounting Standards 106). “ERISA Affiliate” means, with respect to the Company, any member of any group
of organizations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company is a member.
(xxxviii) Regulatory
Matters. (i) The Company has not received any FDA Form 483, written notice of adverse filing, warning letter, untitled letter
or other correspondence or notice from the FDA or other relevant regulatory authorities, or any other court or arbitrator or federal,
state, local or foreign governmental or regulatory authority, alleging or asserting material noncompliance with the Federal Food, Drug
and Cosmetic Act (21 U.S.C. § 301 et seq.), as amended, and the regulations promulgated thereunder (the “FFDCA”),
the Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), the Physician
Payment Sunshine Act (42 U.S.C. § 1320a-7h), the Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the criminal False
Claims Law (42 U.S.C. § 1320a-7b(a)), all criminal laws relating to health care fraud and abuse, including but not limited to 18
U.S.C. Sections 286 and 287, and the health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability
Act of 1996 (“HIPAA”) (42 U.S.C. Section 1320d et seq.), the exclusion laws (42 U.S.C. § 1320a-7), HIPAA,
as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.), Medicare
(Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), and any and all other similar state, local,
federal or foreign health care laws and the regulations promulgated pursuant to such laws, including all laws and regulations applicable
to ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import,
export or disposal of the Company’s product candidates, each as amended from time to time (collectively, “Health Care Laws”);
(ii) the Company is and has been in compliance in all material respects with applicable Health Care Laws; (iii) the Company
has not engaged in activities which are, as applicable, cause for false claims liability, civil penalties or mandatory or permissive exclusion
from Medicare, Medicaid, or any other state health care program or federal health care program; (iv) the Company has not received
written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any court
or arbitrator or U.S. or non-U.S. federal, national, state, local or other governmental or regulatory authority, governmental or regulatory
agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”) or third party
alleging that any product operation or activity is in violation of any Health Care Laws and, to the Company’s knowledge, no such
claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action is threatened; (v) the Company
has filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments as required by applicable Health Care Laws, and that all such reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments were complete, correct and not misleading on the date filed (or were corrected or supplemented
by a subsequent submission); (vi) neither the Company nor its directors, officers, employees or, to the best of its knowledge, agents
are or have been debarred, suspended or excluded, or has been convicted of any crime or engaged in any conduct that would result in a
debarment, suspension or exclusion from any federal or state government health care program, human research study, clinical trial, or
clinical registry, or to the knowledge of the Company, is subject to a governmental inquiry, investigation, proceeding, or other similar
action that could reasonably be expected to result in debarment, suspension, or exclusion; and (vii) the Company is not a party to
and the Company does not have any ongoing reporting obligations pursuant to, any court order, injunction, ruling, or consent or party
to any judgment, decree or settlement, including, without limitation, any corporate integrity agreements, deferred prosecution agreements,
certification of compliance agreement, monitoring agreements, consent decrees, settlement orders, plans of correction or similar agreements
with or civil monetary penalties imposed by an Governmental Authority, in each case under or in any way relating to Health Care Laws.
(xxxix) Preclinical
Studies and Clinical Trials. The preclinical studies and clinical trials conducted by, on behalf of or sponsored by the Company, or
in which the Company has participated, that are described in the Registration Statement, the General Disclosure Package or the Prospectus,
or the results of which are referred to in the Registration Statement, the General Disclosure Package or the Prospectus, as applicable,
were, and if still pending, are being conducted in all respects in accordance with the experimental protocols established for each study
or trial, as well as any conditions of approval and policies imposed by any institutional review board, ethics review board or committee
responsible for the oversight of such studies and trials, all accepted professional and scientific standards, and all applicable local,
state and federal laws, rules and regulations of the FDA and comparable drug regulatory agencies outside of the United States to
which they are subject (such institutional review boards, ethics review boards, committees, the FDA or any comparable regulatory agencies,
collectively, the “Regulatory Authorities”) and all other applicable Health Care Laws; the descriptions in the Registration
Statement, the General Disclosure Package or the Prospectus of the results of such studies and trials do not contain any misstatement
of a material fact or omit to state a material fact necessary to make such statements not misleading, and fairly present the data derived
from such studies or trials; the Company has no knowledge of any other studies or trials not described in the Registration Statement,
the General Disclosure Package and the Prospectus, the results of which are inconsistent with or reasonably call into question the results
described or referred to in the Registration Statement, the General Disclosure Package and the Prospectus when viewed in the context in
which such results are described and the current state of development; the Company has not received any written notice, correspondence
or other communications from the Regulatory Authorities requiring or threatening (i) the termination or suspension or clinical hold
of any research studies, clinical trials or clinical registries conducted by or on behalf of, or sponsored by, the Company or in which
the Company has participated, or (ii) the material modification of any studies or trials that would cause them to differ from their
descriptions in the Registration Statement, the General Disclosure Package and the Prospectus, other than ordinary course communications
with respect to modifications in connection with the design and implementation of such studies or trials, and, to the Company’s
knowledge, there are no reasonable grounds for the same. There has not been any violation of applicable law or regulation by the Company
in its product development, submissions or reports to any regulatory authority that could be expected to require investigation, corrective
action or enforcement action, except for such violation that would not, singly or in the aggregate, result in a Material Adverse Effect.
(xl) Health
Care Products Manufacturing. The manufacture of the Company’s product candidates by or on behalf of the Company is being conducted
in compliance in all material respects with all applicable Health Care Laws, including, without limitation, the FDA’s current good
manufacturing practice regulations at 21 CFR Part 820, and, to the extent applicable, the respective counterparts thereof promulgated
by governmental authorities in countries outside the United States. The Company has not had any manufacturing site (whether Company-owned,
or that of a third party manufacturer for the Company’s product candidates) subject to a Governmental Authority (including FDA)
shutdown or import or export prohibition, nor received any FDA or other Governmental Authority “warning letters,” or “untitled
letters” alleging or asserting material noncompliance with any applicable Health Care Laws, requests to make material changes to
the Company’s product candidates, processes or operations, or similar correspondence or notice from the FDA or other Governmental
Authority alleging or asserting material noncompliance with any applicable Health Care Laws, other than those that have been satisfactorily
addressed and/or closed with the FDA or other Governmental Authority. To the knowledge of the Company, neither the FDA nor any other Governmental
Authority is considering such action.
(xli) No
Safety Notices. (i) There have been no recalls, field notifications, field corrections, market withdrawals or replacements, warnings,
“dear doctor” letters, investigator notices, safety alerts or other notices of action relating to an alleged lack of safety,
efficacy, or regulatory compliance of the Company’s product candidates (“Safety Notices”) and (ii) there
are no facts that would be reasonably likely to result in (x) a Safety Notice with respect to the Company’s product candidates,
(y) a change in labeling of any of the Company’s product candidates, except for such change that would not, singly or in the
aggregate, result in a Material Adverse Effect or (z) a termination or suspension of marketing or testing of any of the Company’s
product candidates.
(b) Any
certificate signed by any officer or other authorized signatory of the Company and delivered to the Underwriters or to counsel for the
Underwriters shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
Section 2. Sale
and Delivery of Securities.
(a) The
Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the
basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally
and not jointly, to purchase at a price of $5.64 per Unit (the “Purchase Price”) from the Company the respective number
of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto.
(b) The
Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities on
the terms set forth in the General Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Securities
to or through any affiliate of an Underwriter.
(c) Payment
for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representative,
at the offices of Goodwin Procter LLP, The New York Times Building, 620 Eighth Avenue, New York, New York 10018 at 10:00 a.m. New
York City time on November 2, 2023, or at such other time or place on the same or such other date, not later than the fifth business
day thereafter, as the Representative and the Company may agree upon in writing. The time and date of such payment for the Securities
is referred to herein as the “Closing Date”.
Payment for the Securities to be
purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the several Underwriters
of the Securities to be purchased on such date with any transfer taxes payable in connection with the sale of such Securities duly paid
by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company unless the Representative
shall otherwise instruct. The Warrants shall be delivered by the Company in physical certificated form at the direction of the Representative,
issued in such names and in such denominations as the Representative may direct by notice in writing to the Company.
(d) The
Company acknowledges and agrees that the Representative and the other Underwriters are acting solely in the capacity of an arm’s
length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection
with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other
person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to any legal,
tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such
matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and
neither the Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto.
Any review by the Representative and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating
to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.
Section 3. Covenants.
The Company covenants and agrees with each Underwriter that:
(a) Required
Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and
Rule 430A, 430B or 430C under the 1933 Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433
under the 1933 Act; will file timely all reports and any definitive proxy or information statements required to be filed by the Company
with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act during the Prospectus Delivery Period. As
used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering
of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered
(or required to be delivered but for Rule 172 under the 1933 Act) in connection with sales of the Securities by any Underwriter or
dealer.
(b) Delivery
of Copies. The Company will deliver, without charge, to each Underwriter (A) a conformed copy of the Registration Statement as
originally filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below),
as many copies of the Prospectus (including all amendments and supplements thereto and documents incorporated by reference therein and
each Issuer Free Writing Prospectus) as the Representative may reasonably request, to the extent not available on EDGAR.
(c) Amendments
or Supplements, Issuer Free Writing Prospectuses. Before preparing, using, authorizing, approving, referring to or filing any
Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement or the Prospectus, whether
before or after the time that the Registration Statement becomes effective, from the date hereof through the Prospectus Delivery Period,
the Company will furnish to the Representative and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus,
amendment or supplement for review and will not prepare, use or file any such Issuer Free Writing Prospectus or file any such proposed
amendment or supplement to which the Representative reasonably objects.
(d) Notice
to the Representative. The Company will advise the Representative promptly, and confirm such advice in writing, (i) when any
amendment to the Registration Statement has been filed or becomes effective; (ii) when any supplement to the Prospectus or any Issuer
Free Writing Prospectus or any amendment to the Prospectus has been filed or distributed; (iii) of any request by the Commission
for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the
Commission relating to the Registration Statement or any other request by the Commission for any additional information; (iv) of
the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending the
use of any preliminary prospectus supplement, any of the General Disclosure Package or the Prospectus or the initiation or threatening
of any proceeding for that purpose or pursuant to Section 8A of the 1933 Act; (v) of the occurrence of any event or development
within the Prospectus Delivery Period as a result of which the Prospectus, the General Disclosure Package or any Issuer Free Writing Prospectus
as then amended or supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances existing when the Prospectus, the General Disclosure Package or any
such Issuer Free Writing Prospectus is delivered to a purchaser, not misleading; and (vi) of the receipt by the Company of any notice
with respect to any suspension of the qualification of the Securities for offer and sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose; and the Company will use its commercially reasonable efforts to prevent the issuance of any such order
suspending the effectiveness of the Registration Statement, preventing or suspending the use of any preliminary prospectus supplement,
any of the General Disclosure Package or the Prospectus or suspending any such qualification of the Securities and, if any such order
is issued, will use its reasonable best efforts to obtain as soon as practicable the withdrawal thereof.
(e) Ongoing
Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist
as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state
any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is
delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with law, the Company
will promptly notify the Underwriters thereof and promptly prepare and, subject to paragraph (c) above, file with the Commission
and furnish to the Underwriters and to such dealers as the Representative may designate such amendments or supplements to the Prospectus
as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances
existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (2) if
at any time prior to the Closing Date (i) any event or development shall occur or condition shall exist as a result of which the
General Disclosure Package as then amended or supplemented would include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the light of the circumstances existing when the General Disclosure
Package is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the General Disclosure Package
to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above,
file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representative may designate,
such amendments or supplements to the General Disclosure Package as may be necessary so that the statements in the General Disclosure
Package as so amended or supplemented will not, in the light of the circumstances existing when the General Disclosure Package is delivered
to a purchaser, be misleading or so that the General Disclosure Package will comply with law.
(f) Blue
Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or “blue sky” laws of
such United States jurisdictions as the Representative shall reasonably request and will continue such qualifications in effect so long
as required for distribution of the Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation
or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file
any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if
it is not otherwise so subject.
(g) Earning
Statement. The Company will make generally available to its security holders and the Representative as soon as practicable an earning
statement that satisfies the provisions of Section 11(a) of the 1933 Act and Rule 158 of the Commission promulgated thereunder
covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective
date” (as defined in Rule 158) of the Registration Statement, provided that the Company will be deemed to have complied with
such requirement by filing on EDGAR a report that satisfies such requirement.
(h) Clear
Market. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative,
it will not, for a period of 90 days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities
convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any registration
statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into
or exercisable or exchangeable for shares of capital stock of the Company; or (iii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any
such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the
Company or such other securities, in cash or otherwise.
The restrictions contained in this Section 3(h) shall
not apply to (i) the Securities to be sold hereunder, including the Warrant Shares issuable upon exercise of the Warrants, (ii) the
issuance by the Company of shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding
on the date hereof, which is disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, provided that
such options, warrants and securities have not been amended since the date hereof to increase the number of such securities or decrease
the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance
by the Company of stock options or shares of capital stock of the Company or other awards under any equity compensation plan of the Company,
or (iv) enter into an agreement providing for the issuance of Common Stock or securities convertible into or exercisable for shares
of Common Stock in connection with any acquisition, joint venture, collaboration, licensing, commercial relationship or other strategic
transaction or any debt financing transaction, and the issuance of any such securities pursuant to any such agreement, provided that the
aggregate number of shares of Common Stock, or any securities convertible into or exercisable or exchangeable for Common Stock, that the
Company may issue or agree to issue pursuant to this clause (iv) shall not exceed 5% of the total outstanding shares of Common Stock
immediately following the issuance of the Securities; provided that, in each of (ii) and (iii) above, the underlying shares
shall be restricted from sale during the entire Lock-Up Period.
(i) Use
of Proceeds. The Company will apply the net proceeds it receives from the sale of the Securities as described in the Registration
Statement, the General Disclosure Package and the Prospectus under the heading “Use of Proceeds.”
(j) No
Stabilization. The Company will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause
or result in any stabilization or manipulation of the price of the Common Stock.
(k) Exchange
Listing. The Company will use its best efforts to list, subject to notice of issuance, the Shares and Warrant Shares on the NYSE.
(l) Reports.
During the period beginning on the Closing Date and ending three years thereafter, the Company will furnish to the Representative, as
soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Securities,
and copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic
quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Representative to
the extent they are filed on EDGAR.
(m) Record
Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing
Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act.
(n) Warrant
Shares. (i) The Company will reserve and keep available at all times a sufficient number of shares of Common Stock out of the
aggregate of its authorized but unissued or treasury shares available to the Company, and, in each case, otherwise unreserved Common Stock,
for the purpose of enabling the Company to issue the Warrant Shares upon exercise of such Warrants. (ii) The Company will, at all
times while any Warrants are outstanding and exercisable, use its commercially reasonable efforts to maintain a registration statement
covering the issue and sale of the Warrant Shares upon exercise of the Warrants such that the Warrant Shares, when issued, will not be
subject to resale restrictions under the 1933 Act.
Section 4. Payment
of Expenses; Warrant Solicitation Fees.
(a) The
Company will pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including (i) the
preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and each
amendment thereto, (ii) the preparation, printing and delivery to the Underwriters of copies of any preliminary prospectus supplement,
any Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with electronic
delivery of any of the foregoing by the Underwriters to investors, (iii) the preparation, issuance and delivery of the certificates
for the Securities, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery
of the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants and other advisors,
(v) the qualification of the Securities under securities laws of such jurisdictions as the Representative may designate, including
filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the
preparation of the Blue Sky Survey and any supplement thereto, (vi) the fees and expenses of any transfer agent or registrar for
the Securities, (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken
in connection with the marketing of the Securities, (viii) the filing fees incident to, and the reasonable fees and disbursements
of counsel for the Underwriters in connection with, the review by FINRA of the terms of sales of Securities, (ix) the fees and expenses
incurred in connection with the listing of the Shares and Warrant Shares on the NYSE, (x) the reasonable documented out-of-pocket
expenses of the Underwriters, including the reasonable fees, disbursements and expenses of outside counsel for the Underwriters in connection
with this Agreement and the Registration Statement, which amount, together with (viii), shall not exceed $125,000 in the aggregate and
(xi) the costs and expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual
liability) associated with the reforming of any contracts for the sale of Securities caused by a breach of the representation contained
in the second sentence of Section 1(a)(ii) hereof.
(b) If
(i) this Agreement is terminated pursuant to Section 10, (ii) the Company for any reason fails to tender the Securities
for delivery to the Underwriters (other than by reason of a default by any Underwriter) or (iii) the Underwriters decline to purchase
the Securities for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable documented
out-of-pocket costs and expenses (including the fees and expenses of their outside counsel) reasonably incurred by the Underwriters in
connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood that the Company shall
not pay or reimburse any costs, fees or expenses incurred by an Underwriter pursuant to this paragraph (b) that defaults on its obligations
to purchase the Securities.
(c) The
Company hereby engages the Representative as its agent for the solicitation of the exercise of the Warrants sold pursuant to this Agreement.
The Company will (i) reasonably assist the Representative with respect to such solicitation, if requested by the Representative,
and (ii) at the Representative’s request, provide the Representative, at the Company’s cost, lists of the record and,
to the extent known, beneficial owners of, the Warrants. The Company will pay the Representative a cash fee of six percent (6.0%) of the
aggregate proceeds received by the Company upon the exercise of each Warrant within three (3) business days of receipt by the Company
of any such proceeds. Notwithstanding the foregoing, the Representative shall only receive a fee specified in this Section 4(c) if
permitted under FINRA rules and regulations, including FINRA Rule 5110(g)(10).
Section 5. Certain
Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:
(a) It
has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to
or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the 1933 Act (which
term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration
Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information”
(as defined in Rule 433(h)(2) under the 1933 Act) that was not included (including through incorporation by reference) in the
preliminary prospectus supplement or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed
on Schedule 2 (including any electronic road show), or (iii) any free writing prospectus prepared by any such Underwriter
and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter
Free Writing Prospectus”).
(b) It
has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms
of the Securities unless such terms have previously been included in a free writing prospectus filed with the Commission.
(c) It
is not subject to any pending proceeding under Section 8A of the 1933 Act with respect to the offering (and will promptly notify
the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).
Section 6. Conditions
of the Underwriters’ Obligations. The obligation of each Underwriter to purchase the Securities on the Closing Date as provided
herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:
(a) Registration
Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding
for such purpose or pursuant to Section 8A under the 1933 Act shall be pending before or threatened by the Commission; the Prospectus
and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the 1933 Act (in the case of an Issuer
Free Writing Prospectus, to the extent required by Rule 433 under the 1933 Act); and all requests by the Commission for additional
information shall have been complied with to the reasonable satisfaction of the Representative.
(b) Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and
on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this
Agreement shall be true and correct on and as of the Closing Date.
(c) No
Material Adverse Change. No event or condition that would constitute a Material Adverse Change shall have occurred or shall exist,
which event or condition is not described in the General Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus
(excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representative makes it impracticable or
inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date on the terms and in the manner contemplated
by this Agreement, the General Disclosure Package and the Prospectus.
(d) Officer’s
Certificate. The Representative shall have received on and as of the Closing Date a certificate of the chief financial officer of
the Company and one additional senior executive officer of the Company who is satisfactory to the Representative on behalf of the Company
and not in their individual capacities (i) confirming that such officers have carefully reviewed the Registration Statement, the
General Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations set forth in Section 1(a)(ii) hereof
are true and correct, (ii) confirming that the other representations and warranties of the Company in this Agreement are true and
correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date and (iii) to the effect set forth in paragraphs (a) and (c) above.
(e) Comfort
Letters. On the date of this Agreement and on the Closing Date, each of (i) WithumSmith+Brown, PC and (ii) Ernst &
Young LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective dates of delivery thereof
and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing statements and information
of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements
and certain financial information contained in each of the Registration Statement, the General Disclosure Package and the Prospectus;
provided, that the letter delivered on the Closing Date shall use a “cut-off” date no more than two business days prior to
such Closing Date.
(f) Opinions
and 10b-5 Statement of Counsel for the Company. Duane Morris LLP, counsel for the Company, shall have furnished to the Representative,
at the request of the Company, its written opinions and 10b-5 statement, dated the Closing Date and addressed to the Underwriters, in
form and substance reasonably satisfactory to the Representative.
(g) Opinion
of Intellectual Property Counsel for the Company. Each of (i) Davidson, Davidson & Kappel, LLC and (ii) Duane Morris
LLP, intellectual property counsel for the Company, shall have furnished to the Representative, at the request of the Company, their respective
written opinions, dated the Closing Date and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative.
(h) Opinion
and 10b-5 Statement of Counsel for the Underwriters. The Representative shall have received on and as of the Closing Date an opinion
and 10b-5 statement, addressed to the Underwriters, of Goodwin Procter LLP, counsel for the Underwriters, with respect to such matters
as the Representative may reasonably request, and such counsel shall have received such documents and information as they may reasonably
request to enable them to pass upon such matters.
(i) No
Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted,
adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the
issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would,
as of the Closing Date, prevent the issuance or sale of the Securities.
(j) Good
Standing. The Representative shall have received on and as of the Closing Date satisfactory evidence of the good standing of the Company
and its subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as the Representative
may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities
of such jurisdictions.
(k) Exchange
Listing. The Shares and Warrant Shares shall have been approved for listing on the NYSE, subject to official notice of issuance.
(l) Lock-Up
Agreements. The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between you and certain
shareholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain
other securities, delivered to you on or before the date hereof, shall be full force and effect on the Closing Date.
(m) Chief
Financial Officer’s Certificate. On the date of this Agreement and on the Closing Date the chief financial officer of the Company
shall have furnished to the Representative, a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters,
in form and substance reasonably satisfactory to the Representative, with respect to the financial statements and certain financial information
contained or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus.
(n) Secretary’s
Certificate. The Representative shall have received on and as of the Closing Date a certificate of the Secretary of the Company.
(o) Warrants.
The Underwriters shall have received copies, duly executed by the Company, of the Warrants. There shall exist no event or condition which
would constitute a default or an event of default under the Warrants.
(p) Additional
Documents. On or prior to the Closing Date the Company shall have furnished to the Representative such further certificates and documents
as the Representative may reasonably request.
All opinions, letters, certificates and evidence
mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form
and substance reasonably satisfactory to counsel for the Underwriters.
Section 7. Indemnification.
(a) Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless the Underwriters, their respective affiliates (as such term
is defined in Rule 501(b) of the 1933 Act Regulations (each, an “Affiliate”)), selling agents, officers and
directors and each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed to be
a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material
fact included (A) in any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the General Disclosure Package or
the Prospectus (or any amendment or supplement thereto) or (B) in any materials or information provided to investors by, or with
the approval of, the Company in connection with the marketing of any offering of Securities (“Marketing Materials”),
including any roadshow or investor presentations made to investors by the Company (whether in person or electronically), or the omission
or alleged omission in any preliminary prospectus supplement, any Issuer Free Writing Prospectus, the General Disclosure Package or the
Prospectus (or any amendment or supplement thereto) or in any Marketing Materials of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 7(d) below)
any such settlement is effected with the written consent of the Company;
(iii) against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Underwriters), reasonably incurred
in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental Entity, commenced
or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under (i) or (ii) above;
provided, however, that this indemnity agreement shall not apply to
any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement
or omission made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant
to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and
in conformity with information furnished to the Company by the Representative on behalf of the Underwriters in writing expressly for use
therein.
(b) Indemnification
of Company, Directors and Officers. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company,
its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 7(a) hereof, as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any information deemed
to be a part thereof pursuant to Rule 430B, or in the General Disclosure Package or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with the information furnished to the Company by the Representative on behalf of such Underwriter
in writing expressly for use therein, it being understood and agreed upon that the only such information furnished by the Representative
on behalf of any Underwriter consists of the statements set forth in the paragraphs under the headings “--Discretionary Accounts,”
“--Stabilization,” and “--Electronic Offer, Sale and Distribution of Securities” in the Prospectus.
(c) Actions
against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement.
In the case of parties indemnified pursuant to Section 7(a) hereof, counsel to the indemnified parties shall be selected by
the Underwriters, and, in the case of parties indemnified pursuant to Section 7(b) hereof, counsel to the indemnified parties
shall be selected by the Company. An indemnifying party may participate at its own expense in the defense of any such action; provided,
however, that counsel to the indemnifying party shall not (except with the prior written consent of the indemnified party) also be counsel
to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition
to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect
to any litigation, or any investigation or proceeding by any Governmental Entity, commenced or threatened, or any claim whatsoever in
respect of which indemnification or contribution could be sought under this Section 7 or Section 8 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional
release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does
not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
(d) Settlement
without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the
nature contemplated by Section 7(a)(ii) hereof effected without its written consent if (i) such settlement is entered into
more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received
notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party
shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
Section 8. Contribution.
If the indemnification provided for in Section 7 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in
such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on
the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company,
on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company,
on the one hand, and the Underwriters, on the other hand, in connection with the offering of Securities shall be deemed to be in the same
proportion as the total net proceeds from such offering (before deducting expenses) received by the Company, on the one hand, bear to
the total commissions or underwriting discounts received by the Underwriters, on the other hand.
The relative fault of the Company, on the one hand,
and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or
by the Representative on behalf of the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
The Company and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 8 were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations
referred to above in this Section 8. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 8 shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any Governmental
Entity, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged
omission.
Notwithstanding the provisions of this Section 8,
no Underwriter shall be required to contribute any amount in excess of the total commissions or underwriting discounts received by such
Underwriter in connection with Securities underwritten by it for sale to the public.
No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.
For purposes of this Section 8, each person,
if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and an Underwriter’s
Affiliates, selling agents, officers and directors shall have the same rights to contribution as such Underwriter, and each director of
the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company.
The Underwriters’ obligations to contribute pursuant to this Section 8 are several in proportion to their respective purchase
obligations hereunder and not joint.
Section 9. Representations,
Warranties and Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation
made by or on behalf of an Underwriter or its Affiliates, selling agents, officers or directors or any person controlling such Underwriter,
or the Company or its officers or directors, or any person controlling the Company and (ii) delivery of and payment for the Securities.
Section 10. Termination.
This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after the execution and
delivery of this Agreement and on or prior to the Closing Date (i) there has been, in the judgment of the Underwriters, since the
time of execution of this Agreement or since the respective dates as of which information is given in the Registration Statement, the
General Disclosure Package or the Prospectus, any Material Adverse Change, or (ii) there has occurred any material adverse change
in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof
or other calamity or crisis or any change or development involving a prospective change in national or international political, financial
or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Underwriters, impracticable or
inadvisable to proceed with the completion of the offering of Securities contemplated by this Agreement or to enforce contracts for the
sale of such Securities, or (iii) trading in any securities of the Company has been suspended or materially limited by the Commission
or the NYSE, or (iv) trading generally on the NYSE, the NYSE Amex or Nasdaq has been suspended or materially limited, or minimum
or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of
the Commission, FINRA or any other Governmental Entity, or (v) a material disruption has occurred in commercial banking or securities
settlement or clearance services in the United States, or (vi) a banking moratorium has been declared by either Federal or New York
authorities.
Section 11. Defaulting
Underwriter.
(a) If,
on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder on
such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory
to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting
Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within
which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons
become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company
may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the
Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or
arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that
effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless
the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 11, purchases Securities
that a defaulting Underwriter agreed but failed to purchase.
(b) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the
Closing Date, does not exceed one-eleventh of the aggregate number of Securities to be purchased on such date, then the Company shall
have the right to require each non-defaulting Underwriter to purchase the number of Securities that such Underwriter agreed to purchase
hereunder on such date plus such Underwriter’s pro rata share (based on the number of Securities that such Underwriter agreed to
purchase on such date) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.
(c) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the
Closing Date, exceeds one-eleventh of the aggregate amount of Securities to be purchased on such date, or if the Company shall not exercise
the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting
Underwriters. Any termination of this Agreement pursuant to this Section 11 shall be without liability on the part of the Company,
except that the Company will continue to be liable for the payment of expenses as set forth in Section 4 hereof and except that the
provisions of Sections 7 and 8 hereof shall not terminate and shall remain in effect.
(d) Nothing
contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter
for damages caused by its default.
Section 12. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representative c/o Canaccord Genuity LLC,
99 High Street, 11th Floor, Boston, Massachusetts 02110, Attention: General Counsel; with a copy to Goodwin Procter LLP, The New York
Times Building, 620 Eighth Avenue, New York, New York 10018, Attention: Thomas S. Levato, Esq.; and notices to the Company shall
be directed to it at 1055 Westlakes Drive, Suite 300, Berwyn, Pennsylvania 19312, Attention: Maria Maccecchini, Ph.D.; with a copy
to Duane Morris LLP, 30 S. 17th Street, Philadelphia, Pennsylvania 19103, Attention: Kathleen M. Shay, Esq. and Kelly A. Dabek, Esq.
Section 13. No
Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) each purchase and sale of Securities pursuant
to this Agreement, including the determination of the public offering price of the Securities, and any related discounts and commissions,
is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters, on the other hand, and does
not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters, (b) the Underwriters have
not assumed and will not assume any advisory or fiduciary responsibility in favor of the Company or other affiliates with respect to any
offering of Securities or the process leading thereto (irrespective of whether the Underwriters have advised or are currently advising
the Company or other affiliates on other matters) or any other obligation to the Company except the obligations expressly set forth in
this Agreement, (c) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Company, (d) the Underwriters have not provided any legal, accounting, financial, regulatory,
investment or tax advice to the Company or any other person or entity with respect to any offering of Securities and the Company has consulted
its own respective legal, accounting, financial, regulatory and tax advisors to the extent it deemed appropriate, and (e) none of
the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice
or solicitation of any action by the Underwriters with respect to any entity or natural person.
Section 14. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
For purposes of this Section 14,
a “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance
with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term
is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is
defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned
to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and
(ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
Section 15. Parties.
This Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors.
Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than
the Underwriters, their respective Affiliates and selling agents, the Company and their respective successors and the controlling persons
and officers and directors referred to in Sections 7 and 8 and their heirs and legal representatives, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof
are intended to be for the sole and exclusive benefit of the Underwriters, their respective Affiliates and selling agents, the Company
and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and
for the benefit of no other person, firm or corporation. No purchaser of Securities shall be deemed to be a successor by reason merely
of such purchase.
Section 16. Trial
by Jury. Each of the Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates),
and the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
Section 17. GOVERNING
LAW. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
Section 18. Consent
to Jurisdiction; Waiver of Immunity. Each of the Company and the Underwriters agree that any legal suit, action or proceeding arising
out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”) shall be instituted
in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the
courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the “Specified
Courts”), and irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement
of a judgment of any Specified Court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of the
Specified Courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to a party’s
address set forth in Section 12 hereof shall be effective service of process upon such party for any suit, action or proceeding brought
in any Specified Court. Each of the Company and the Underwriters irrevocably and unconditionally waives any objection to the laying of
venue of any suit, action or proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or
claim in any Specified Court that any such suit, action or proceeding brought in any Specified Court has been brought in an inconvenient
forum.
Section 19. TIME.
TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
Section 20. Counterparts
and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same Agreement. Electronic signatures complying with the New York Electronic
Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed
original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed
counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.
Section 21. Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.
If the foregoing is in accordance with your understanding
of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement between the Underwriters and the Company in accordance with its terms.
| |
Very truly yours, |
| |
|
| |
Annovis Bio, Inc. |
| |
By: |
/s/ Maria Maccecchini |
| |
|
Name: Maria Maccecchini |
| |
|
Title: President and Chief Executive Officer |
Accepted as of the date hereof:
Canaccord Genuity LLC
| |
Name: Jennifer Pardi |
|
| |
Title: Managing Director |
|
For itself and on behalf of the several Underwriters listed in Schedule
1 hereto.
Schedule 1
UNDERWRITERS
| Underwriter | |
Number of
Shares | | |
Number of
Warrants | |
| Canaccord Genuity LLC | |
| 1,250,000 | | |
| 1,250,000 | |
| Total | |
| 1,250,000 | | |
| 1,250,000 | |
Schedule 2
GENERAL DISCLOSURE PACKAGE
| 1. | Preliminary Prospectus Supplement
dated October 30, 2023. |
| 2. | Issuer General Use Free Writing
Prospectus: |
None.
| 3. | Pricing Information Provided
Orally by Underwriters: |
Shares: 1,250,000 shares
Warrants: Warrants to purchase 1,250,000 shares
Public Offering Price: $6.00 per Unit
Underwriting Discount: 6.0%
Execution Version
Annex A
FORM OF WARRANT
ANNOVIS BIO, INC.
WARRANT TO PURCHASE COMMON STOCK
| Warrant No.: [__] | |
Number of Warrant Shares: [__] |
Date of Issuance: November 2,
2023 (“Issuance Date”)
Annovis Bio, Inc., a Delaware corporation
(the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged,
___________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms
set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant
to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”),
at any time or times on or after the Exercisability Date, but not after 5:30 p.m., New York Time, on the Expiration Date, up to shares
(as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the warrants to purchase Common Stock
issued in connection with the transactions contemplated by (i) that certain Underwriting Agreement, dated as of October 31,
2023, by and between the Company and Canaccord Genuity LLC, (ii) the Company’s Registration Statement on Form S-3 (File
No. 333- 252625) (the “Registration Statement”) and (iii) the Company’s prospectus supplement dated
October 31, 2023 to the base prospectus (the “Prospectus Supplement”) contained in the Registration Statement
dated February 11, 2021.
1. EXERCISE
OF WARRANT.
(a) Mechanics
of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after the Exercisability
Date, in whole or in part (but not as to fractional shares), by delivery of a written notice (which may be by facsimile or email), in
the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise
this Warrant and payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares
as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately
available funds (a “Cash Exercise”). The Holder shall not be required to surrender this Warrant in order to effect
an exercise hereunder; provided, that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder,
this Warrant is surrendered to the Company by the second (2nd) Trading Day following the date on which the Company has received the Exercise
Notice. Within one (1) Trading Day following the date of exercise as aforesaid, the Holder shall deliver the Aggregate Exercise Price
for the shares specified in the applicable Exercise Notice by wire transfer or cashier’s check drawn on a United States bank. No
ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any
Exercise Notice form be required, except as may be required by the Company’s transfer agent for the Common Stock (“Transfer
Agent”). On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice,
the Company shall transmit by email or facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder. The
Company shall deliver any objection to the Exercise Notice on or before the first (1st) Trading Day following the date on which the Company
has received the Exercise Notice. In the event of any discrepancy or dispute, the records of the Company shall be controlling and determinative
in the absence of manifest error. On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading
Days comprising the Standard Settlement Period (as defined below) following the date on which the Holder has delivered to the Company
a duly completed and executed Exercise Notice (the “Share Delivery Date”) and the Aggregate Exercise Price, the Company
or its Transfer Agent shall, upon the request of the Holder, issue and register such aggregate number of shares of Common Stock to which
the Holder is entitled pursuant to such exercise in book-entry form in the name of such Holder thereof in accordance with the instructions
delivered to the Transfer Agent by the Company. Upon delivery of the Exercise Notice and the Aggregate Exercise Price, the Holder shall
be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date of delivery of the book-entry accounts evidencing such Warrant Shares. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Principal Market with
respect to the Common Stock as in effect on the date of delivery of the Exercise Notice. If this Warrant is submitted in connection with
any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise
is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no
event later than ten (10) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e))
representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less
the number of Warrant Shares with respect to which this Warrant is exercised. The Company shall pay any and all taxes that may be payable
with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company
shall not be required to pay any tax which may be payable based on the income of the Holder or in respect of any transfer involved in
the registration of any book-entry accounts for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof.
The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.
If the Company shall fail for any reason
or for no reason to register the Warrant Shares in the Holder’s account for such number of Warrant Shares to which the Holder is
entitled upon the Holder’s exercise of this Warrant, then the Holder shall be entitled, but not required, to rescind the applicable
previously submitted Exercise Notice and the Company or the Transfer Agent shall return all consideration paid by Holder for such shares
upon such rescission. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments to
the Holder in lieu of issuance of the Warrant Shares.
(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $9.00 per share of Common Stock, subject to adjustment
as provided herein.
(c) Exercise
Period. The Warrants may be exercised at any time after initial issuance through and including 5:30 p.m., New York Time on November 2,
2028 (“Expiration Date”). After the Expiration Date, any unexercised Warrants will be void and all rights of Warrant
Holders shall cease; provided, however, the Company may, in its sole discretion, extend the Exercise Period and delay the Expiration
Date by providing not less than 10 days’ prior notice, which may be in the form of a press release, of such extension.
(d) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay
a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.
(e) Holder’s
Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any
portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions
of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that immediately prior to or
after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess
of 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder
and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties
plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining,
unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible
notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution
Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(e). For purposes
of this Section 1(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it
being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of
the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that
the limitation contained in this Section 1(e) applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the Company shall have no obligation to verify or confirm the accuracy
of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Warrant, in
determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding
the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s
most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing
with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any
other written notice by the Company setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding
Share Number”). If the Company receives a Exercise Notice from the Holder at a time when the actual number of outstanding
shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of
the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s
beneficial ownership, as determined pursuant to this Section 1(e), to exceed the Maximum Percentage, the Holder must notify the Company
of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is
reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to
the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written request of the
Holder, the Company shall within five (5) Trading Days confirm orally and in writing or by electronic mail to the Holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party
since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder
upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate,
more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the
Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial
ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled
ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the
issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder
for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum
Percentage to any other percentage (not in excess of 19.99% of the issued and outstanding shares of Common Stock immediately after giving
effect to the issuance of the shares of Common Stock issuable upon exercise of this Warrant if exceeding that limit would result in a
change of control under NYSE Listed Company Manual Section 312.03(c) or any successor rule) as specified in such notice; provided
that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is
delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and
not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock
issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the
Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability
to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with
respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 1(e) to the extent necessary to correct this paragraph or
any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this
Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation
contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.
2. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to
time as follows:
(a) Adjustment
upon Subdivision or Combination of Shares of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by
any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of
Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse
stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision
or combination becomes effective.
(b) Par
Value. Notwithstanding anything to the contrary in this Warrant, in no event shall the Exercise Price be reduced below the par value
of the Common Stock.
3. RIGHTS
UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire
its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme
of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then,
in each such case:
(a) any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares
of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a
price determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the Weighted Average Price
of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined
in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator shall
be the Weighted Average Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and
(b) the
number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock issuable upon conversion
of the Warrant Shares immediately prior to the close of business on the record date fixed for the determination of holders of shares of
Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding
paragraph (a).
4. PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.
(a) Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time prior to the Expiration Date, the Company
grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata
to all of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be
entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock issuable upon conversion of the Warrant Shares (without regard to any limitations
on the exercise of this Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights.
(b) Fundamental
Transactions. If, at any time while this Warrant is outstanding, the Company shall enter into or be party to a Fundamental Transaction,
then, the Company (or the successor entity) shall purchase this Warrant and all other outstanding Warrants from the Holders by paying
to the Holders cash in an amount equal to the Black Scholes Value of the remaining unexercised portion of each Warrant on the effective
date of such Fundamental Transaction. For the sake of clarity, such calculation shall assume full exercisability of this Warrant (e.g.
without regard to any limitations on the exercise of this Warrant).
5. RESERVATION
OF WARRANT SHARES. The Company covenants that it will at all times after the Exercisability Date reserve and keep available out of
the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder.
The Company covenants that all shares of Common Stock so issuable and deliverable shall be, upon issuance and the payment of the applicable
Exercise Price in accordance with the terms hereof, duly authorized, validly issued and fully paid and nonassessable. The Company will
take all such actions as may be reasonably necessary to ensure that such shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which
the Common Stock may be listed. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued
shares of Common Stock for the sole purpose of issuance upon conversion of the Common Stock not less than such aggregate number of shares
of the Common Stock as shall be issuable upon the conversion of all outstanding shares of Common Stock. The Company covenants that all
shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid, non-assessable and
free and clear of all liens and other encumbrances.
6. WARRANT
HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity
as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant
Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or
as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
7. REGISTRATION
AND REISSUANCE OF WARRANTS.
(a) Registration
of Warrant. The Company or its Transfer Agent shall register this Warrant, upon the records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company and its Transfer
Agent may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. The Company and its Transfer Agent shall
also register any transfer, exchange, reissuance or cancellation of any portion of this Warrant in the Warrant Register.
(b) Transfer
of Warrant. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may
otherwise be required by applicable securities laws. Subject to applicable securities laws, if this Warrant is to be transferred, the
Holder shall surrender this Warrant to the Company or its Transfer Agent, as directed by the Company, together with all applicable transfer
taxes, whereupon the Company will, or will cause its Transfer Agent to, forthwith issue and deliver upon the order of the Holder a new
Warrant (in accordance with Section 7(e)), registered as the Holder may request, representing the right to purchase the number of
Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being
transferred, a new Warrant (in accordance with Section 7(e)) to the Holder representing the right to purchase the number of Warrant
Shares not being transferred. The acceptance of the new Warrant by the transferee thereof shall be deemed the acceptance by such transferee
of all of the rights and obligations in respect of the new Warrant that the Holder has in respect of this Warrant.
(c) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the
Company in customary form (which shall not include the posting of any bond) and, in the case of mutilation, upon surrender and cancellation
of this Warrant, the Company or its Transfer Agent, as directed by the Company, shall execute and deliver to the Holder a new Warrant
(in accordance with Section 7(e)) representing the right to purchase the Warrant Shares then underlying this Warrant.
(d) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company
or its Transfer Agent, as directed by the Company, together with all applicable transfer taxes, for a new Warrant or Warrants (in accordance
with Section 7(e)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant,
and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the
time of such surrender; provided, however, that the Company or its Transfer Agent, as directed by the Company, shall not
be required to issue Warrants for fractional shares of Common Stock hereunder.
(e) Issuance
of New Warrants. Whenever the Company or its Transfer Agent, as directed by the Company, is required to issue a new Warrant pursuant
to the terms of this Warrant, such new Warrant shall (i) be of like tenor with this Warrant, (ii) represent, as indicated on
the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being
issued pursuant to Section 7(b) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number
of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant
Shares then underlying this Warrant), (iii) have an issuance date, as indicated on the face of such new Warrant, which is the same
as the Issuance Date and (iv) have the same rights and conditions as this Warrant.
(f) Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.
8. REDEMPTION
OF WARRANTS.
(a) Outstanding
Warrants may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days’
prior notice as provided in Section 8(c) below, which notice may not be given before, but may be given at any time after (i) the
Company’s public announcement of Positive Topline Data from its Phase 3 pivotal study in patients with Parkinson’s Disease
and (ii) the date on which (a) the closing price of the Company’s common stock on the principal exchange or trading facility
on which it is then traded has equaled or exceeded $14.25 and (b) the average daily trading value (ADTV) of the Company’s common
stock is equal to or exceeds $2,000,000, for two consecutive Trading Days. The average daily trading volume (as defined under “ADTV”
by Rule 100 of Regulation M under the Exchange Act) of the Company’s common stock shall be based on market data
provided by Bloomberg L.P.
(b) The
price at which Warrants may be redeemed (the “Redemption Price”) is $0.001 per Warrant. On and after the date upon
which the Warrants are redeemed by the Company (the “Redemption Date”) the Warrant Holders of redeemed Warrants shall
be entitled to payment of the Redemption Price upon surrender of the Warrant Certificates of such redeemed Warrants to the Company.
(c) Notice
of redemption of Warrants shall be given at least 30 days’ prior to the Redemption Date by the Company (i) notifying the Warrant
Holders of such redemption via publication of a press release and (ii) taking such other steps as may be required under applicable
law.
(d) From
and after the Redemption Date, all Warrants noticed for redemption that have not theretofore been exercised by the Holder shall, upon
payment of the aggregate Redemption Price therefor, cease to represent the right to purchase any shares of Common Stock and shall be deemed
cancelled and void and of no further force or effect without any further act or deed on the part of the Company.
(e) The
Holder undertakes to return the certificate representing any redeemed Warrants to the Company upon their redemption and to indemnify the
Company with respect to any losses, claims, damages or liabilities arising from the Holder’s failure to return such certificate.
In the event the certificate so returned represents a number of Warrants in excess of the number being redeemed, the Company shall as
promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrants.
9. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the information set forth in the Warrant Register. The Company shall give written notice to the Holder (i) reasonably promptly
following any adjustment of the Exercise Price, setting forth in reasonable detail the calculation of such adjustment and (ii) at
least ten (10) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities
or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock
or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided, that
in each case, the Company will only be required to provide such information to the Holder if such information shall have been made known
to the public prior to or in conjunction with such notice being provided to the Holder.
10. AMENDMENT
AND WAIVER. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the
Holder.
11. LIMITATION
OF LIABILITY. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price
of any Warrant Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
12. GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the State of Delaware.
13. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any
Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant.
14. DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares,
the Company shall submit the disputed determinations or arithmetic calculations via email or facsimile within five (5) Trading Days
of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable
to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within five (5) Trading Days of such
disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Trading Days
thereafter submit via email or facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause the investment bank or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the Holder of the results no later than twenty (20) Trading Days from the time it receives
the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case
may be, shall be binding upon all parties absent demonstrable error. The expenses of the investment bank and accountant will be borne
by the Company unless the investment bank or accountant determines that the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares by the Holder was incorrect by more than 25%, in which case the expenses of the investment bank and accountant will
be borne by the Holder.
15. REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive relief),
and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms
of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder may cause irreparable harm to the Holder and
that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened
breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to seek an injunction restraining any
breach. Notwithstanding the foregoing or anything else herein to the contrary, if the Company is for any reason unable to issue and deliver
Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Company shall have no obligation to pay to
the Holder any cash or other consideration or otherwise “net cash settle” this Warrant.
16. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a) “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
(b) “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder
funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s
investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing,
(iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any
other Persons whose beneficial ownership of Common Stock would or could be aggregated with the Holder’s and the other Attribution
Parties for purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to
subject collectively the Holder and all other Attribution Parties to the Maximum Percentage (as defined in Section 1(e)).
(c) “Black
Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day immediately following the public announcement of the applicable Fundamental Transaction
and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of
this Warrant as of such date of request and (ii) an expected volatility equal to 100%.
(d) “Bloomberg”
means Bloomberg Financial Markets.
(e) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are
open for use by customers on such day.
(f) “Common
Stock” means (i) the Company’s shares of Common Stock, $0.0001 par value per share, and (ii) any share capital
into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.
(g) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock.
(h) “Eligible
Market” means the NYSE MKT LLC, The New York Stock Exchange, Inc., The Nasdaq Stock Market, or the OTC Bulletin Board®.
(i) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
(j) “Exercisability
Date” means the Issuance Date; provided, further, that treatment of this Warrant in the event of a Fundamental
Transaction is addressed in Section 4(b) above.
(k) “Fundamental
Transaction” means that (A) the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into (in which the Company is not the surviving corporation) another Person or the stockholders of the Company immediately
prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving Person immediately
after such merger or consolidation, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held
by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or
exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding
shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated
or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination) or (B) any
“person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange
Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of more than 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.
(l) “Group”
means a “group” as that term is used in Section 13(d) of the Securities Act and as defined in Rule 13d-5 thereunder.
(m) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.
(n) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.
(o) “Positive
Topline Data” means the achievement of “Statistical Significance” in two primary and/or secondary endpoints. Statistical
Significance will be declared if the lower bound of the two-sided 95% confidence interval (CI) is greater than 20%.
(p) “Principal
Market” means (i) the New York Stock Exchange, or (ii) if the New York Stock Exchange is not the principal trading
market for the Common Stock, then the principal securities exchange or securities market on which the Common Stock is then traded.
(q) “Securities
Act” means the Securities Act of 1933, as amended.
(r) “Trading
Day” means any day on which the Common Stock is traded on the Principal Market.
(s) “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal
Market during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by
Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price
of such security in the over-the-counter market for such security during the period beginning at 9:30:01 a.m., New York City time, and
ending at 4:00:00 p.m., New York City time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such
security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported by OTC Markets Group Inc. (formerly OTC Markets Inc.). If the Weighted Average Price cannot be calculated
for such security on such date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair
market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market
value of such security, then such dispute shall be resolved pursuant to Section 14 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any share dividend,
share split or other similar transaction during such period.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused
this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.
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EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO
EXERCISE THIS WARRANT TO PURCHASE COMMON STOCK
ANNOVIS BIO, INC.
The undersigned holder hereby exercises the right to purchase of the
shares of Common Stock (“Warrant Shares”) of Annovis Bio, Inc., a Delaware corporation (the “Company”),
evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Warrant.
1. Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as a cash exercise under Section 1(a).
2. Cash
Exercise. The Holder shall pay the sum of $____ to the Company in accordance with the terms of the Warrant.
3. Delivery
of Warrant Shares. The Company shall deliver to the holder Warrant Shares in accordance with the terms of the Warrant.
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(Signature must conform in all respects to name of
the Holder as specified on the face of the Warrant) |
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Registered Holder |
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Address: |
Exhibit A
FORM OF LOCK-UP AGREEMENT
October ___, 2023
Canaccord Genuity LLC
As Representative of the Several Underwriters
99 High Street, Suite 1200
Boston, Massachusetts 02110
Re: Annovis Bio, Inc. --- Public Offering
Ladies and Gentlemen:
The undersigned understands that you, as representative
(the “Representative”) of the several Underwriters (as defined below), propose to enter into an underwriting agreement (the
“Underwriting Agreement”) with Annovis Bio, Inc., a Delaware corporation (the “Company”), providing for the
public offering (the “Public Offering”) by the several underwriters named in Schedule 1 to the Underwriting Agreement (the
“Underwriters”), of common stock, $0.0001 par value per share (the “Common Stock”), and/or other securities of
the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
In recognition of the benefit that the Public Offering
will confer upon the undersigned as a securityholder and/or officer and/or a director of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, without the prior written
consent of the Representative on behalf of the Underwriters, the undersigned will not, during the period ending 90 days after the date
of the prospectus relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by
the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be
issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition,
(2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of
the Common Stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled
by delivery of Common Stock or such other securities, in cash or otherwise or (3) make any demand for or exercise any right with
respect to the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock
without the prior written consent of the Representative, in each case other than (A) transfers of shares of Common Stock as a bona
fide gift or gifts, (B) transfers to any trust for the direct or indirect benefit of the undersigned or a member of the immediate
family (as defined below) of the undersigned in a transaction not involving the disposition for value, (C) transfers by will, other
testamentary document or intestate succession to the legal representative, heir, beneficiary, or a member of the immediate family of the
undersigned, (D) transfers of Common Stock to a charity or educational institution; (E) if the undersigned is a corporation,
partnership, limited liability company or other business entity, (i) any transfers of Common Stock to another corporation, partnership
or other business entity that controls, is controlled by or is under common control with the undersigned or (ii) distributions of
Common Stock to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated under the Securities
Act of 1933, as amended) of the undersigned; (E) if the undersigned is a trust, to a trustee or beneficiary of the trust; provided
that in the case of any transfer or distribution pursuant to clause (A), (B), (C), (D) or (E) each donee or distributee shall
execute and deliver to the Representative a lock-up agreement in substantially the same form as this Letter Agreement; and provided,
further, that in the case of any transfer or distribution pursuant to clause (A), (B), or (C), no filing by any party (donor, donee,
transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement
shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5
made after the expiration of the Lock-Up Period); (F) the receipt by the undersigned from the Company of Common Shares upon the vesting
of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s Common Shares issued under an
equity incentive plan of the Company or an employment arrangement described in the Prospectus (as defined in the Underwriting Agreement)
(the “Plan Shares”) or the transfer of Common Shares or any securities convertible into Common Shares to the Company upon
a vesting event of the Company’s securities or upon the exercise of options to purchase the Company’s securities, in each
case on a “cashless” or “net exercise” basis or to cover tax obligations of the undersigned in connection with
such vesting or exercise, but only to the extent such right expires during the Lock-Up Period, provided that no filing under Section 13
or Section 16(a) of the Exchange Act or other public announcement shall be required or shall be voluntarily made and, provided
further, that the Plan Shares shall be subject to the terms of this Letter Agreement; (G) the transfer of Common Stock pursuant to
agreements described in the Prospectus under which the Company has the option to repurchase such securities or a right of first refusal
with respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or
Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period,
the undersigned shall include a statement in such schedule or report describing the purpose of the transaction; (H) the establishment
of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Stock, provided that (i) such plan
does not provide for the transfer of Common Stock during the Lock-Up Period and (ii) to the extent a public announcement or filing
under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment
of such plan, such public announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made
under such plan during the Lock-Up Period; (I) the transfer of Common Stock that occurs by operation of law, such as pursuant to
a qualified domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up
agreement substantially in the form of this Letter Agreement for the balance of the Lock-Up Period, and provided further, that any filing
under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result
of such transfer shall include a statement that such transfer has occurred by operation of law; and (J) the transfer of Common Stock
pursuant to a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common
Shares involving a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s
board of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed,
the Common Stock owned by the undersigned shall remain subject to the restrictions contained in this Letter Agreement. For purposes of
clause (i) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger,
amalgamation, consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of
the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of
a majority of total voting power of the voting stock of the Company.
For purposes of this Letter Agreement, "immediate
family" shall mean any relationship by blood, marriage, or adoption, not more remote than first cousin.
In furtherance of the foregoing, the Company, and
any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline
to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.
The undersigned hereby represents and warrants
that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be
conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the
undersigned.
The undersigned understands that, if the Underwriting
Agreement has not been executed on or before November 30, 2023, or if the Underwriting Agreement (other than the provisions thereof
which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to be sold thereunder,
the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters
are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.
This Letter Agreement and any claim, controversy
or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State
of New York, without regard to the conflict of laws principles thereof.
| |
Very truly yours, |
| |
|
| |
Name: |
|
| |
By: |
|
Exhibit 5.1
NEW YORK
LONDON
SINGAPORE
PHILADELPHIA
CHICAGO
WASHINGTON, DC
SAN FRANCISCO
SILICON VALLEY
SAN DIEGO
SHANGHAI
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
MEXICO CITY
ALLIANCE WITH
MIRANDA & ESTAVILLO
SRI LANKA
ALLIANCE WITH
GOWERS INTERNATIONAL |
October 31, 2023
Annovis Bio, Inc.
1055 Westlakes Drive, Suite 300
Berwyn, PA 19312
| Re: | Annovis Bio, Inc. (the “Company”) Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as special counsel
to the Company, a corporation incorporated under the laws of the State of Delaware, in connection with the filing by the Company with
the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), of a Registration Statement on Form S-3 (File No. 333-252625) (the “Registration Statement”) relating
to the registration under the Securities Act of the offer and sale by the Company of up to 1,250,000 units of the Company (the “Units”),
with each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share, (the “Common Stock”,
such shares of Common Stock, the “Shares”), and one warrant representing the right to purchase one additional share
of Common Stock (the “Warrants”) in an aggregate amount equal to the number of the Shares (the “Warrant Shares”),
and the issuance of the Warrant Shares upon exercise of the Warrants. The Shares, the Warrants, and the Warrant Shares are collectively
referred to herein as the “Securities.” The Registration Statement was initially filed by the Company on February 1,
2021 and declared effective by the Commission on February 11, 2021.
In that connection, we have
examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments
as we have deemed necessary for the purposes of this opinion, including (i) the Amended and Restated Certificate of Incorporation of the
Company, as filed with the Secretary of State of the State of Delaware on January 30, 2020 (the “Certificate of Incorporation”);
(ii) the Amended and Restated Bylaws of the Company, as filed with the Commission on January 31, 2020; (iii) the Underwriting Agreement
entered into between the Company and Canaccord Genuity LLC, as representative of the several underwriters, on October 31, 2023 (the “Underwriting
Agreement”); (iv) resolutions of the board of directors of the Company; (v) the form of Warrant Agreement (the “Warrant
Agreement”); and (vi) the Registration Statement.
For purposes of this opinion,
we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted
to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity
of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered,
the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents
by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinion expressed
herein, but have relied upon statements and representations of officers and other representatives of the Company and others as to factual
matters.
| Duane Morris llp A Delaware limited liability partnership |
GREGORY R. HAWORTH, RESIDENT PARTNER |
|
one riverfront plaza, 1037 raymond blvd.,
SUITE 1800
NEWARK, NJ 07102-5429 |
PHONE: +1 973 424 2000 FAX: +1 973 424 2001
|
Annovis Bio, Inc.
October 31, 2023
Page 2
Based upon and subject to
the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that, upon
(i) due action by the board of directors of the Company or a duly appointed committee thereof to determine the price per share of the
Shares, (ii) the due execution and delivery of the Underwriting Agreement by the parties thereto, (iii) the effectiveness of the Registration
Statement under the Securities Act and such effectiveness shall not have been terminated or rescinded,
(i) the
Shares will have been duly authorized and, when issued upon receipt by the Company of the consideration therefore, will be validly issued,
fully paid and non-assessable;
(ii) the
Warrants will have been duly authorized and, when duly executed and delivered by the Company in the manner and for consideration therefor,
will constitute valid and legally binding obligations of the Company; and
(iii) the
Warrant Shares, if and when issued, paid for and delivered in compliance with the terms of the Warrants and in compliance with the terms
of the Company’s Certificate of Incorporation as in effect from time to time, will be validly issued, fully paid and non-assessable.
The foregoing opinions are
qualified to the extent that the enforceability of any document, instrument or the Warrants may be limited by or subject to bankruptcy,
insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors’
rights generally, and general equitable or public policy principles.
Our opinions expressed above
are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except
the General Corporation Law of the State of Delaware.
We hereby consent to the filing
of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm
under the heading “Legal Matters” in the prospectus forming part of the Registration Statement or any prospectus filed pursuant
to Rule 424(b) with respect thereto. In giving this consent, we do not thereby admit that we are in the category of persons whose consent
is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
We do not find it necessary
for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue
Sky” laws of the various states to the offering of the Securities pursuant to the Registration Statement.
Annovis Bio, Inc.
October 31, 2023
Page 3
This opinion letter is given
to you solely for use in connection with the offer and sale of the Securities while the Registration Statement is in effect and is not
to be relied upon for any other purpose. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred
or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the General Corporation
Law of the State of Delaware be changed by legislative action, judicial decision or otherwise.
| |
Very truly yours, |
| |
|
| |
/s/ Duane Morris LLP |
Exhibit 10.1
Execution Version
ANNOVIS BIO, INC.
WARRANT TO PURCHASE COMMON STOCK
| Warrant No.: [__] | |
Number of Warrant Shares: [__] |
Date of Issuance: November 2,
2023 (“Issuance Date”)
Annovis Bio, Inc., a Delaware corporation
(the “Company”), certifies that, for good and valuable consideration, the receipt and sufficiency of which are acknowledged,
___________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms
set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant
to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”),
at any time or times on or after the Exercisability Date, but not after 5:30 p.m., New York Time, on the Expiration Date, up to shares
(as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. Except as otherwise defined herein, capitalized
terms in this Warrant shall have the meanings set forth in Section 16. This Warrant is one of the warrants to purchase Common Stock
issued in connection with the transactions contemplated by (i) that certain Underwriting Agreement, dated as of October 31,
2023, by and between the Company and Canaccord Genuity LLC, (ii) the Company’s Registration Statement on Form S-3 (File
No. 333- 252625) (the “Registration Statement”) and (iii) the Company’s prospectus supplement dated
October 31, 2023 to the base prospectus (the “Prospectus Supplement”) contained in the Registration Statement
dated February 11, 2021.
1. EXERCISE
OF WARRANT.
(a) Mechanics
of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after the Exercisability
Date, in whole or in part (but not as to fractional shares), by delivery of a written notice (which may be by facsimile or email), in
the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise
this Warrant and payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares
as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately
available funds (a “Cash Exercise”). The Holder shall not be required to surrender this Warrant in order to effect
an exercise hereunder; provided, that in the event of an exercise of this Warrant for all Warrant Shares then issuable hereunder,
this Warrant is surrendered to the Company by the second (2nd) Trading Day following the date on which the Company has received the Exercise
Notice. Within one (1) Trading Day following the date of exercise as aforesaid, the Holder shall deliver the Aggregate Exercise Price
for the shares specified in the applicable Exercise Notice by wire transfer or cashier’s check drawn on a United States bank. No
ink-original Exercise Notice shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any
Exercise Notice form be required, except as may be required by the Company’s transfer agent for the Common Stock (“Transfer
Agent”). On or before the first (1st) Trading Day following the date on which the Company has received the Exercise Notice,
the Company shall transmit by email or facsimile an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder. The
Company shall deliver any objection to the Exercise Notice on or before the first (1st) Trading Day following the date on which the Company
has received the Exercise Notice. In the event of any discrepancy or dispute, the records of the Company shall be controlling and determinative
in the absence of manifest error. On or before the earlier of (i) the second (2nd) Trading Day and (ii) the number of Trading
Days comprising the Standard Settlement Period (as defined below) following the date on which the Holder has delivered to the Company
a duly completed and executed Exercise Notice (the “Share Delivery Date”) and the Aggregate Exercise Price, the Company
or its Transfer Agent shall, upon the request of the Holder, issue and register such aggregate number of shares of Common Stock to which
the Holder is entitled pursuant to such exercise in book-entry form in the name of such Holder thereof in accordance with the instructions
delivered to the Transfer Agent by the Company. Upon delivery of the Exercise Notice and the Aggregate Exercise Price, the Holder shall
be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has
been exercised, irrespective of the date of delivery of the book-entry accounts evidencing such Warrant Shares. As used herein, “Standard
Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Principal Market with
respect to the Common Stock as in effect on the date of delivery of the Exercise Notice. If this Warrant is submitted in connection with
any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise
is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no
event later than ten (10) Trading Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 7(e))
representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less
the number of Warrant Shares with respect to which this Warrant is exercised. The Company shall pay any and all taxes that may be payable
with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company
shall not be required to pay any tax which may be payable based on the income of the Holder or in respect of any transfer involved in
the registration of any book-entry accounts for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof.
The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.
If the Company shall fail for any reason
or for no reason to register the Warrant Shares in the Holder’s account for such number of Warrant Shares to which the Holder is
entitled upon the Holder’s exercise of this Warrant, then the Holder shall be entitled, but not required, to rescind the applicable
previously submitted Exercise Notice and the Company or the Transfer Agent shall return all consideration paid by Holder for such shares
upon such rescission. Notwithstanding anything herein to the contrary, the Company shall not be required to make any cash payments to
the Holder in lieu of issuance of the Warrant Shares.
(b) Exercise
Price. For purposes of this Warrant, “Exercise Price” means $9.00 per share of Common Stock, subject to adjustment
as provided herein.
(c) Exercise
Period. The Warrants may be exercised at any time after initial issuance through and including 5:30 p.m., New York Time on November 2,
2028 (“Expiration Date”). After the Expiration Date, any unexercised Warrants will be void and all rights of Warrant
Holders shall cease; provided, however, the Company may, in its sole discretion, extend the Exercise Period and delay the Expiration
Date by providing not less than 10 days’ prior notice, which may be in the form of a press release, of such extension.
(d) No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share that the Holder would otherwise be entitled to purchase upon such exercise, the Company shall pay
a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price.
(e) Holder’s
Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any
portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions
of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that immediately prior to or
after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess
of 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder
and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties
plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining,
unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or
conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible
notes or convertible preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution
Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(e). For purposes
of this Section 1(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it
being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of
the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that
the limitation contained in this Section 1(e) applies, the determination of whether this Warrant is exercisable (in relation
to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is
exercisable shall be in the sole discretion of the Holder, and the Company shall have no obligation to verify or confirm the accuracy
of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Warrant, in
determining the number of outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding
the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s
most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing
with the Securities and Exchange Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any
other written notice by the Company setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding
Share Number”). If the Company receives a Exercise Notice from the Holder at a time when the actual number of outstanding
shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of
the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s
beneficial ownership, as determined pursuant to this Section 1(e), to exceed the Maximum Percentage, the Holder must notify the Company
of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is
reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to
the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the written request of the
Holder, the Company shall within five (5) Trading Days confirm orally and in writing or by electronic mail to the Holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving
effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and any other Attribution Party
since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common Stock to the Holder
upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate,
more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the
Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate beneficial
ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled
ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the
issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder
for the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum
Percentage to any other percentage (not in excess of 19.99% of the issued and outstanding shares of Common Stock immediately after giving
effect to the issuance of the shares of Common Stock issuable upon exercise of this Warrant if exceeding that limit would result in a
change of control under NYSE Listed Company Manual Section 312.03(c) or any successor rule) as specified in such notice; provided
that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is
delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and
not to any other holder of Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock
issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the
Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability
to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with
respect to any subsequent determination of exercisability. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 1(e) to the extent necessary to correct this paragraph or
any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this
Section 1(e) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation
contained in this paragraph may not be waived and shall apply to a successor holder of this Warrant.
2. ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to
time as follows:
(a) Adjustment
upon Subdivision or Combination of Shares of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by
any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of
Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse
stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise
Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately
decreased. Any adjustment under this Section 2(a) shall become effective at the close of business on the date the subdivision
or combination becomes effective.
(b) Par
Value. Notwithstanding anything to the contrary in this Warrant, in no event shall the Exercise Price be reduced below the par value
of the Common Stock.
3. RIGHTS
UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire
its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution
of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme
of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then,
in each such case:
(a) any
Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares
of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a
price determined by multiplying such Exercise Price by a fraction of which (i) the numerator shall be the Weighted Average Price
of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined
in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator shall
be the Weighted Average Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and
(b) the
number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock issuable upon conversion
of the Warrant Shares immediately prior to the close of business on the record date fixed for the determination of holders of shares of
Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding
paragraph (a).
4. PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS.
(a) Purchase
Rights. In addition to any adjustments pursuant to Section 2 above, if at any time prior to the Expiration Date, the Company
grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata
to all of the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be
entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock issuable upon conversion of the Warrant Shares (without regard to any limitations
on the exercise of this Warrant) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the
grant, issue or sale of such Purchase Rights.
(b) Fundamental
Transactions. If, at any time while this Warrant is outstanding, the Company shall enter into or be party to a Fundamental Transaction,
then, the Company (or the successor entity) shall purchase this Warrant and all other outstanding Warrants from the Holders by paying
to the Holders cash in an amount equal to the Black Scholes Value of the remaining unexercised portion of each Warrant on the effective
date of such Fundamental Transaction. For the sake of clarity, such calculation shall assume full exercisability of this Warrant (e.g.
without regard to any limitations on the exercise of this Warrant).
5. RESERVATION
OF WARRANT SHARES. The Company covenants that it will at all times after the Exercisability Date reserve and keep available out of
the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant
Shares upon exercise of this Warrant as herein provided, the number of shares of Common Stock which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive or any other contingent purchase rights of Persons other than the Holder.
The Company covenants that all shares of Common Stock so issuable and deliverable shall be, upon issuance and the payment of the applicable
Exercise Price in accordance with the terms hereof, duly authorized, validly issued and fully paid and nonassessable. The Company will
take all such actions as may be reasonably necessary to ensure that such shares of Common Stock may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of any securities exchange or automated quotation system upon which
the Common Stock may be listed. The Company covenants that it will at all times reserve and keep available out of its authorized and unissued
shares of Common Stock for the sole purpose of issuance upon conversion of the Common Stock not less than such aggregate number of shares
of the Common Stock as shall be issuable upon the conversion of all outstanding shares of Common Stock. The Company covenants that all
shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid, non-assessable and
free and clear of all liens and other encumbrances.
6. WARRANT
HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity
as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant
Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant
shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or
as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.
7. REGISTRATION
AND REISSUANCE OF WARRANTS.
(a) Registration
of Warrant. The Company or its Transfer Agent shall register this Warrant, upon the records to be maintained by the Company for that
purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company and its Transfer
Agent may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. The Company and its Transfer Agent shall
also register any transfer, exchange, reissuance or cancellation of any portion of this Warrant in the Warrant Register.
(b) Transfer
of Warrant. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may
otherwise be required by applicable securities laws. Subject to applicable securities laws, if this Warrant is to be transferred, the
Holder shall surrender this Warrant to the Company or its Transfer Agent, as directed by the Company, together with all applicable transfer
taxes, whereupon the Company will, or will cause its Transfer Agent to, forthwith issue and deliver upon the order of the Holder a new
Warrant (in accordance with Section 7(e)), registered as the Holder may request, representing the right to purchase the number of
Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being
transferred, a new Warrant (in accordance with Section 7(e)) to the Holder representing the right to purchase the number of Warrant
Shares not being transferred. The acceptance of the new Warrant by the transferee thereof shall be deemed the acceptance by such transferee
of all of the rights and obligations in respect of the new Warrant that the Holder has in respect of this Warrant.
(c) Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the
Company in customary form (which shall not include the posting of any bond) and, in the case of mutilation, upon surrender and cancellation
of this Warrant, the Company or its Transfer Agent, as directed by the Company, shall execute and deliver to the Holder a new Warrant
(in accordance with Section 7(e)) representing the right to purchase the Warrant Shares then underlying this Warrant.
(d) Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company
or its Transfer Agent, as directed by the Company, together with all applicable transfer taxes, for a new Warrant or Warrants (in accordance
with Section 7(e)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant,
and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the
time of such surrender; provided, however, that the Company or its Transfer Agent, as directed by the Company, shall not
be required to issue Warrants for fractional shares of Common Stock hereunder.
(e) Issuance
of New Warrants. Whenever the Company or its Transfer Agent, as directed by the Company, is required to issue a new Warrant pursuant
to the terms of this Warrant, such new Warrant shall (i) be of like tenor with this Warrant, (ii) represent, as indicated on
the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being
issued pursuant to Section 7(b) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number
of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant
Shares then underlying this Warrant), (iii) have an issuance date, as indicated on the face of such new Warrant, which is the same
as the Issuance Date and (iv) have the same rights and conditions as this Warrant.
(f) Representation
by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.
8. REDEMPTION
OF WARRANTS.
(a) Outstanding
Warrants may be redeemed at the option of the Company, in whole or in part on a pro-rata basis, by giving not less than 30 days’
prior notice as provided in Section 8(c) below, which notice may not be given before, but may be given at any time after (i) the
Company’s public announcement of Positive Topline Data from its Phase 3 pivotal study in patients with Parkinson’s Disease
and (ii) the date on which (a) the closing price of the Company’s common stock on the principal exchange or trading facility
on which it is then traded has equaled or exceeded $14.25 and (b) the average daily trading value (ADTV) of the Company’s common
stock is equal to or exceeds $2,000,000, for two consecutive Trading Days. The average daily trading volume (as defined under “ADTV”
by Rule 100 of Regulation M under the Exchange Act) of the Company’s common stock shall be based on market data
provided by Bloomberg L.P.
(b) The
price at which Warrants may be redeemed (the “Redemption Price”) is $0.001 per Warrant. On and after the date upon
which the Warrants are redeemed by the Company (the “Redemption Date”) the Warrant Holders of redeemed Warrants shall
be entitled to payment of the Redemption Price upon surrender of the Warrant Certificates of such redeemed Warrants to the Company.
(c) Notice
of redemption of Warrants shall be given at least 30 days’ prior to the Redemption Date by the Company (i) notifying the Warrant
Holders of such redemption via publication of a press release and (ii) taking such other steps as may be required under applicable
law.
(d) From
and after the Redemption Date, all Warrants noticed for redemption that have not theretofore been exercised by the Holder shall, upon
payment of the aggregate Redemption Price therefor, cease to represent the right to purchase any shares of Common Stock and shall be deemed
cancelled and void and of no further force or effect without any further act or deed on the part of the Company.
(e) The
Holder undertakes to return the certificate representing any redeemed Warrants to the Company upon their redemption and to indemnify the
Company with respect to any losses, claims, damages or liabilities arising from the Holder’s failure to return such certificate.
In the event the certificate so returned represents a number of Warrants in excess of the number being redeemed, the Company shall as
promptly as practicable issue to the Holder a new certificate in book-entry form for the number of unredeemed Warrants.
9. NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with the information set forth in the Warrant Register. The Company shall give written notice to the Holder (i) reasonably promptly
following any adjustment of the Exercise Price, setting forth in reasonable detail the calculation of such adjustment and (ii) at
least ten (10) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend
or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities
or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock
or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided, that
in each case, the Company will only be required to provide such information to the Holder if such information shall have been made known
to the public prior to or in conjunction with such notice being provided to the Holder.
10. AMENDMENT
AND WAIVER. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the
Holder.
11. LIMITATION
OF LIABILITY. No provision hereof, in the absence of any affirmative action by Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of Holder, shall give rise to any liability of Holder for the purchase price
of any Warrant Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
12. GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that
would cause the application of the laws of any jurisdictions other than the State of Delaware.
13. CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any
Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the
interpretation of, this Warrant.
14. DISPUTE
RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares,
the Company shall submit the disputed determinations or arithmetic calculations via email or facsimile within five (5) Trading Days
of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable
to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within five (5) Trading Days of such
disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Trading Days
thereafter submit via email or facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment
bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s
independent, outside accountant. The Company shall cause the investment bank or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the Holder of the results no later than twenty (20) Trading Days from the time it receives
the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as the case
may be, shall be binding upon all parties absent demonstrable error. The expenses of the investment bank and accountant will be borne
by the Company unless the investment bank or accountant determines that the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares by the Holder was incorrect by more than 25%, in which case the expenses of the investment bank and accountant will
be borne by the Holder.
15. REMEDIES,
OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all
other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive relief),
and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms
of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder may cause irreparable harm to the Holder and
that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened
breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to seek an injunction restraining any
breach. Notwithstanding the foregoing or anything else herein to the contrary, if the Company is for any reason unable to issue and deliver
Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof, the Company shall have no obligation to pay to
the Holder any cash or other consideration or otherwise “net cash settle” this Warrant.
16. CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:
(a) “Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
(b) “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder
funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by the Holder’s
investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing,
(iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any
other Persons whose beneficial ownership of Common Stock would or could be aggregated with the Holder’s and the other Attribution
Parties for purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to
subject collectively the Holder and all other Attribution Parties to the Maximum Percentage (as defined in Section 1(e)).
(c) “Black
Scholes Value” means the value of this Warrant based on the Black and Scholes Option Pricing Model obtained from the “OV”
function on Bloomberg determined as of the day immediately following the public announcement of the applicable Fundamental Transaction
and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of
this Warrant as of such date of request and (ii) an expected volatility equal to 100%.
(d) “Bloomberg”
means Bloomberg Financial Markets.
(e) “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are
open for use by customers on such day.
(f) “Common
Stock” means (i) the Company’s shares of Common Stock, $0.0001 par value per share, and (ii) any share capital
into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.
(g) “Convertible
Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock.
(h) “Eligible
Market” means the NYSE MKT LLC, The New York Stock Exchange, Inc., The Nasdaq Stock Market, or the OTC Bulletin Board®.
(i) “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
(j) “Exercisability
Date” means the Issuance Date; provided, further, that treatment of this Warrant in the event of a Fundamental
Transaction is addressed in Section 4(b) above.
(k) “Fundamental
Transaction” means that (A) the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into (in which the Company is not the surviving corporation) another Person or the stockholders of the Company immediately
prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving Person immediately
after such merger or consolidation, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the
properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer
that is accepted by the holders of more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held
by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or
exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding
shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated
or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination) or (B) any
“person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange
Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of more than 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.
(l) “Group”
means a “group” as that term is used in Section 13(d) of the Securities Act and as defined in Rule 13d-5 thereunder.
(m) “Options”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.
(n) “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.
(o) “Positive
Topline Data” means the achievement of “Statistical Significance” in two primary and/or secondary endpoints. Statistical
Significance will be declared if the lower bound of the two-sided 95% confidence interval (CI) is greater than 20%.
(p) “Principal
Market” means (i) the New York Stock Exchange, or (ii) if the New York Stock Exchange is not the principal trading
market for the Common Stock, then the principal securities exchange or securities market on which the Common Stock is then traded.
(q) “Securities
Act” means the Securities Act of 1933, as amended.
(r) “Trading
Day” means any day on which the Common Stock is traded on the Principal Market.
(s) “Weighted
Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal
Market during the period beginning at 9:30:01 a.m., New York City time, and ending at 4:00:00 p.m., New York City time, as reported by
Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price
of such security in the over-the-counter market for such security during the period beginning at 9:30:01 a.m., New York City time, and
ending at 4:00:00 p.m., New York City time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such
security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market
makers for such security as reported by OTC Markets Group Inc. (formerly OTC Markets Inc.). If the Weighted Average Price cannot be calculated
for such security on such date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair
market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market
value of such security, then such dispute shall be resolved pursuant to Section 14 with the term “Weighted Average Price”
being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any share dividend,
share split or other similar transaction during such period.
[Signature Page Follows]
IN WITNESS WHEREOF, the Company has caused
this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.
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ANNOVIS BIO, INC. |
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EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO
EXERCISE THIS WARRANT TO PURCHASE COMMON STOCK
ANNOVIS BIO, INC.
The undersigned holder hereby exercises the right to purchase of the
shares of Common Stock (“Warrant Shares”) of Annovis Bio, Inc., a Delaware corporation (the “Company”),
evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Warrant.
1. Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as a cash exercise under Section 1(a).
2. Cash
Exercise. The Holder shall pay the sum of $____ to the Company in accordance with the terms of the Warrant.
3. Delivery
of Warrant Shares. The Company shall deliver to the holder Warrant Shares in accordance with the terms of the Warrant.
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DATED: |
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(Signature must conform in all respects to name of the Holder as specified on the
face of the Warrant) |
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Registered Holder |
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Address: |
Exhibit 99.1
Annovis
Bio Announces Launch of Proposed Public Offering
BERWYN,
PENNSYLVANIA, October 30, 2023 /BUSINESS WIRE/ -- Annovis Bio, Inc. (NYSE: ANVS) (“Annovis”), a late-stage
clinical drug platform company developing transformative therapies to treat neurodegenerative diseases, including Alzheimer’s Disease
and Parkinson’s Disease, today announced a proposed underwritten public offering in which it intends to offer and sell (i) shares
of its common stock and (ii) an accompanying warrant to purchase shares of common stock. The shares of common stock and the accompanying
warrant will be issued separately but can only be purchased together in the offering. All of the shares of common stock and the accompanying
warrant are being offered by Annovis. The offering is subject to market and other conditions, and there can be no assurance as to whether
or when the offering may be completed, or as to the actual size or terms of the offering.
Canaccord Genuity
is acting as the sole bookrunner in the offering.
Annovis intends
to use the net proceeds from this offering, together with its existing cash, for expenses primarily related to general corporate purposes,
including to fund the clinical development of Annovis’ lead drug candidate, buntanetap, including the conduct of Annovis’
on-going and planned clinical trials, potential future commercialization efforts, and future regulatory activities including preparation
of regulatory filings; and for additional early-stage research and development activities; and other general corporate purposes.
The shares
and the accompanying warrant are being offered by Annovis pursuant to an effective shelf registration statement on Form S-3 (No. 333-252625)
previously filed with the Securities and Exchange Commission (SEC). A preliminary prospectus supplement and accompanying prospectus describing
the terms of the proposed offering will be filed with the SEC. When available, copies of the preliminary prospectus supplement and the
accompanying prospectus relating to this offering may be obtained from: Canaccord Genuity LLC, Attention: Syndication Department, 99
High Street, Suite 1200, Boston, Massachusetts 02110, or by email at prospectus@cgf.com. Electronic copies of the preliminary prospectus
supplement and accompanying prospectus will also be available on the SEC’s website at http://www.sec.gov.
This press
release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the
securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state or other jurisdiction.
About Annovis Bio, Inc.
Headquartered in Berwyn, Pa., Annovis
Bio, Inc. is a clinical-stage, drug platform company addressing neurodegeneration, such as Alzheimer’s Disease (AD), Parkinson’s
Disease (PD), and other chronic neurodegenerative diseases. It is believed to be the only company developing a drug for both AD and PD
designed to inhibit more than one neurotoxic protein to restore axonal and synaptic activity. By improving brain function, the company’s
goal is to treat memory loss and dementia associated with AD as well as body and brain dysfunction associated with PD. For information
about the company’s clinical trials and patents, visit annovisbio.com.
Forward-Looking Statements
This press release contains "forward-looking"
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical fact are statements that could be deemed forward-looking
statements. The Company advises caution in reliance on forward-looking statements. Forward-looking statements include, without limitation,
the Company's plans related to clinical trials. These statements involve known and unknown risks, uncertainties and other factors that
may cause actual results to differ materially from those implied by forward-looking statements, including regarding patient enrollment,
the effectiveness of Buntanetap and the timing, effectiveness, and anticipated results of the Company's clinical trials evaluating the
efficacy, safety and tolerability of buntanetap. See also additional risk factors set forth in the Company's periodic filings with the
SEC, including, but not limited to, those risks and uncertainties listed in the section entitled "Risk Factors," in the Company's
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. All forward-looking statements in this press
release are based on information available to the Company as of the date of this filing. The Company expressly disclaims any obligation
to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by applicable law.
Investor Contact:
Maria Maccecchini
Exhibit 99.2
Annovis
Bio Announces Pricing of $7.5 Million Public Offering
BERWYN,
PENNSYLVANIA, October 31, 2023 /BUSINESS WIRE/ -- Annovis Bio, Inc. (NYSE: ANVS) (“Annovis”), a late-stage
clinical drug platform company developing transformative therapies to treat neurodegenerative diseases, including Alzheimer’s Disease
and Parkinson’s Disease, today announced the pricing of an underwritten public offering of 1,250,000 units consisting of (i) one
share of its common stock and (ii) an accompanying warrant (each warrant to purchase one share of common stock). The combined offering
price to the public of each share of common stock and accompanying warrant is $6.00.
All of the
shares of common stock and the accompanying warrant are being offered by Annovis. The shares of common stock and the accompanying warrant
will be issued separately but can only be purchased together in the offering.
Before deducting
the underwriting discounts and commissions and other offering expenses, Annovis expects to receive total gross proceeds of approximately $7.5
million. The offering is expected to close on or about November 2, 2023, subject to the satisfaction of customary closing conditions.
Canaccord Genuity
is acting as the sole bookrunner in the offering.
Annovis intends
to use the net proceeds from this offering, together with its existing cash, for expenses primarily related to general corporate purposes,
including to fund the clinical development of Annovis’ lead drug candidate, buntanetap, including the conduct of Annovis’
on-going and planned clinical trials, potential future commercialization efforts, and future regulatory activities including preparation
of regulatory filings; and for additional early-stage research and development activities; and other general corporate purposes.
The
shares and accompanying warrants are being offered by Annovis pursuant to an effective shelf registration statement on Form S-3
(No. 333-252625) previously filed with the Securities and Exchange Commission (SEC). A preliminary prospectus supplement and accompanying
prospectus describing the terms of the offering has been filed with the SEC. A final prospectus supplement and accompanying prospectus
describing the terms of the offering will be filed with the SEC. When available, copies of the prospectus supplement and the accompanying
prospectus relating to this offering may be obtained from: Canaccord Genuity LLC, Attention: Syndication Department, 99 High Street,
Suite 1200, Boston, Massachusetts 02110, or by email at prospectus@cgf.com.
Electronic copies of the prospectus supplement and accompanying
prospectus will also be available on the SEC’s website at http://www.sec.gov.
This press
release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the
securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state or other jurisdiction.
About Annovis Bio, Inc.
Headquartered in Berwyn, Pa., Annovis
Bio, Inc. is a clinical-stage, drug platform company addressing neurodegeneration, such as Alzheimer’s Disease (AD), Parkinson’s
Disease (PD), and other chronic neurodegenerative diseases. It is believed to be the only company developing a drug for both AD and PD
designed to inhibit more than one neurotoxic protein to restore axonal and synaptic activity. By improving brain function, the company’s
goal is to treat memory loss and dementia associated with AD as well as body and brain dysfunction associated with PD. For information
about the company’s clinical trials and patents, visit annovisbio.com.
Forward-Looking Statements
This press release contains "forward-looking"
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. All statements other than statements of historical fact are statements that could be deemed forward-looking
statements. The Company advises caution in reliance on forward-looking statements. Forward-looking statements include, without limitation,
the Company's plans related to clinical trials. These statements involve known and unknown risks, uncertainties and other factors that
may cause actual results to differ materially from those implied by forward-looking statements, including regarding patient enrollment,
the effectiveness of Buntanetap and the timing, effectiveness, and anticipated results of the Company's clinical trials evaluating the
efficacy, safety and tolerability of buntanetap. See also additional risk factors set forth in the Company's periodic filings with the
SEC, including, but not limited to, those risks and uncertainties listed in the section entitled "Risk Factors," in the Company's
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. All forward-looking statements in this press
release are based on information available to the Company as of the date of this filing. The Company expressly disclaims any obligation
to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise, except as required
by applicable law.
Investor Contact:
Maria Maccecchini
Maccecchini@annovisbio.com
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Oct. 30, 2023 |
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Oct. 30, 2023
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ANNOVIS BIO, INC.
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| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
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