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SEC Company Response from Annovis Bio, Inc. (ANVS) (CIK 0001477845) (ANVS) — Sep 20, 2019

Annovis Bio, Inc. (ANVS) (CIK 0001477845)
Date: Sept. 20, 2019 · CIK: 0001477845 · Accession: 0001104659-19-050887

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File numbers found in text: 333-232529

Referenced dates: September 9, 2019

Date
Sept. 20, 2019
Author
Duane Morris LLP
Form
CORRESP
Company
Annovis Bio, Inc. (ANVS) (CIK 0001477845)

Letter

NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SILICON VALLEY SAN DIEGO BOSTON HOUSTON LOS ANGELES HANOI HO CHI MINH CITY ATLANTA

FIRM and AFFILIATE OFFICES

www.duanemorris.com

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

September 20, 2019

VIA EDGAR AND FEDEX

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re

Annovis Bio, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed August 28, 2019

File No. 333-232529

On behalf of our client, Annovis Bio, Inc. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated September 9, 2019 (the “Comment Letter”) relating to the above referenced Registration Statement (the “Registration Statement”).

Set forth below are the Company’s responses to the Staff’s comments. The numbering of the paragraphs below corresponds to the numbering of the Staff’s comments, which for your convenience we have incorporated into this response letter. Page references in the text of this response letter correspond to the page numbers of Amendment No. 3 (the “Amendment”) to the Registration Statement filed today. We also describe below the changes the Company has made in response to the Staff’s comments in the Registration Statement and the prospectus included therein.

For the Staff’s convenience, we are submitting copies of this letter, clean copies of the Amendment and copies of the Amendment marked to show all changes from the Registration Statement via email.

Amendment No. 2 to Registration Statement on Form S-1

Prospectus Summary Pathway Engagement, page 6

1. We note your revisions in response to our prior comment 3 that TBI rats treated with a placebo showed 40% less fluorescence than non-TBI rats, while TBI rats treated with ANVS-405 had a higher nerve cell stain signal. Please revise to clarify whether the TBI rats treated with ANVS-405 had a higher nerve cell stain signal than non-TBI rats or TBI rats treated with a placebo in the study, and please quantify the percentage of fluorescence observed in the TBI rats treated with ANVS-405.

Response:

The Company has revised its disclosure on pages 6 and 7 and on page 90 to provide the clarification and percentage of fluorescence with respect to TBI rats treated with ANVS-405 compared to non-TBI rats in response to the Staff’s comment.

Please contact me at (215) 979-1227 with any questions or further comments regarding the Company’s responses to the Staff’s comments.

Sincerely,
Duane Morris LLP

Show Raw Text
CORRESP
1
filename1.htm

NEW YORK
   LONDON
   SINGAPORE
   PHILADELPHIA
   CHICAGO
   WASHINGTON, DC
   SAN FRANCISCO
   SILICON VALLEY
   SAN DIEGO
   BOSTON
   HOUSTON
   LOS ANGELES
   HANOI
   HO CHI MINH CITY
   ATLANTA

FIRM   and AFFILIATE OFFICES

www.duanemorris.com

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

September 20, 2019

VIA EDGAR AND FEDEX

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re

Annovis Bio, Inc.

Amendment No. 2 to Registration Statement on Form S-1

Filed August 28, 2019

File No. 333-232529

On behalf of our client, Annovis Bio, Inc. (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated September 9, 2019 (the “Comment Letter”) relating to the above referenced Registration Statement (the “Registration Statement”).

Set forth below are the Company’s responses to the Staff’s comments. The numbering of the paragraphs below corresponds to the numbering of the Staff’s comments, which for your convenience we have incorporated into this response letter. Page references in the text of this response letter correspond to the page numbers of Amendment No. 3 (the “Amendment”) to the Registration Statement filed today.  We also describe below the changes the Company has made in response to the Staff’s comments in the Registration Statement and the prospectus included therein.

For the Staff’s convenience, we are submitting copies of this letter, clean copies of the Amendment and copies of the Amendment marked to show all changes from the Registration Statement via email.

Amendment No. 2 to Registration Statement on Form S-1

Prospectus Summary
 Pathway Engagement, page 6

1.                                      We note your revisions in response to our prior comment 3 that TBI rats treated with a placebo showed 40% less fluorescence than non-TBI rats, while TBI rats treated with ANVS-405 had a higher nerve cell stain signal. Please revise to clarify whether the TBI rats treated with ANVS-405 had a higher nerve cell stain signal than non-TBI rats or TBI rats treated with a placebo in the study, and please quantify the percentage of fluorescence observed in the TBI rats treated with ANVS-405.

Response:

The Company has revised its disclosure on pages 6 and 7 and on page 90 to provide the clarification and percentage of fluorescence with respect to TBI rats treated with ANVS-405 compared to non-TBI rats in response to the Staff’s comment.

Please contact me at (215) 979-1227 with any questions or further comments regarding the Company’s responses to the Staff’s comments.

Sincerely,

Duane   Morris LLP

/s/   John W. Kauffman

John   W. Kauffman

cc:

Maria Maccecchini,   Annovis Bio, Inc.

Jeffrey McGroarty,   Annovis Bio, Inc.

William   Haddad, Esq., Venable LLP

2