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<TEXT>
 September 30, 2025

Maria Maccecchini
President, Chief Executive Officer and Acting Chief Financial Officer
Annovis Bio, Inc.
101 Lindenwood Drive, Suite 225
Malvern, PA 19355

 Re: Annovis Bio, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 Filed March 21, 2025
 File No. 001-39202
Dear Maria Maccecchini:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Via EDGAR

 September 19, 2025

 Ms. Jenn Do and Ms. Vanessa Robertson U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Life Sciences 100 F Street, NE Washington, D.C. 20549

 Re: Annovis Bio, Inc.
Form 10-K for the fiscal year ended December 31, 2024
Filed March 21, 2025
File No. 001-39202

 Dear Ms. Do and Ms. Robertson:

 Annovis Bio, Inc. (the "Company") is in receipt of
the Staff's letter dated September 4, 2025 (the "Staff's Letter") regarding the Company's Annual Report
on Form 10-K (the "Form 10-K"). In the letter the Staff requested that the Company provide a breakdown of the Alzheimer's
and Parkinson's studies. Our 2024 10-K states that the company "tracks and records information regarding external research and development
expenses for each study or trial that we conduct." This is an inaccurate statement as it pertains to the breakout of Alzheimer's
and Parkinson's studies and was meant to say that we are tracking clinical as well as manufacturing, pre-clinical, and research expenses.

 The Company hereby agrees that, beginning with the 3rd quarter of 2025,
we will track Alzheimer 's and Parkinson's expenses separately. We will provide narrative disclosure on a going-forward basis only (no
prior period comparison) regarding the breakdown of research and development expenses between the Alzheimer's study and the Parkinson's
study. In addition, the filings will continue to show the breakdown as reported in previous filings, Exhibit A. We will provide comparative
analysis of the clinical study expenses when the information becomes available.

 Please contact me at (610) 880-8485 or by email at maccecchini@annovisbio.com
if you have any additional questions.

 Sincerely,

 Maria Maccecchini

 President and Chief Executive Officer

 EXHIBIT A

 R&D Expenses for the quarters ended

 1/1/2024 - 12/31/2024
 1/1/2024- 3/31/2025
 4/1/2025- 6/30/2025
 1/1/2025- 6/30/2025

 Clinical (AD & PD)
 16,238,273
 4,072,968
 4,249,437
 8,322,405

 CMC
 2,589,833
 713,132
 681,885
 1,395,017

 Preclinical
 1,167,341
 225,416
 230,600
 456,016

 19,995,447
 5,011,517
 5,161,921
 10,173,438

 2

CORRESP
 1
 filename1.htm

 Via EDGAR

 September 19, 2025

 Ms. Jenn Do and Ms. Vanessa Robertson
U.S. Securities & Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences
100 F Street, NE
Washington, D.C. 20549

 Re: Annovis Bio, Inc.
Form 10-K for the fiscal year ended December 31, 2024
Filed March 21, 2025
File No. 001-39202

 Dear Ms. Do and Ms. Robertson:

 Annovis Bio, Inc. (the "Company") is in receipt of
the Staff's letter dated September 4, 2025 (the "Staff's Letter") regarding the Company's Annual Report
on Form 10-K (the "Form 10-K"). Based on my telephone conversation with Ms. Do on September 15, 2025,
the Staff requested, and the Company hereby agrees that, in future filings, it will provide narrative disclosure, on a going-forward basis
only (no prior period comparison) regarding the breakdown of research and development expenses between the Alzheimer's study and
the Parkinson's study. In addition, the filings will continue to show the breakdown as reported in previous filings, Exhibit A.

 Please contact me at (610) 880-8485 or by email at maccecchini@annovisbio.com
if you have any additional questions.

 Sincerely,

 Maria Maccecchini

 President and Chief Executive Officer

 EXHIBIT A

 Table from Annovis Bio 2024 10-K

 Year Ended

 December 31,

 2024
 2023
 Change

 (in thousands)

 Operating expenses:

 Research and development
 $ 19,995
 $ 38,791
 $ (18,796 )

 General and administrative
 6,699
 6,244
 455

 Total operating expenses
 26,694
 45,035
 (18,341 )

 Other income (expense):

 Interest income
 332
 668
 (336 )

 Other financing costs
 (1,853 )
 -
 (1,853 )

 Change in fair value of warrants
 3,626
 (11,837 )
 15,463

 Other income (expense), net
 2,105
 (11,169 )
 13,274

 Net loss
 $ 24,589
 $ 56,204
 $ (31,615 )

 2

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<TEXT>
 September 4, 2025

Maria Maccecchini
President, Chief Executive Officer and Acting Chief Financial Officer
Annovis Bio, Inc.
101 Lindenwood Drive, Suite 225
Malvern, PA 19355

 Re: Annovis Bio, Inc.
 Form 10-K for the fiscal year ended December 31, 2024
 Filed March 21, 2025
 File No. 001-39202
Dear Maria Maccecchini:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
our comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the fiscal year ended December 31, 2024
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 83

1. We note your statement on page 82 that you "track and record information
regarding
 external research and development expenses for each study or trial that
we conduct."
 However, you have not provided such a breakout on page 83, nor have you
 quantified, in the accompanying explanation, the changes in the several
factors
 identified as having contributed to the consolidated change. Given
research and
 development (R&D) expenses continue to account for most of your
operating
 expenses and that buntanetap is now being studied in two Phase 3 trials
for multiple
 indications, please provide revised disclosure to be included in future
filings,
 beginning with your Form 10-Q for the period ended September 30, 2025,
to quantify
 your external R&D expenses by program and indication for each period
presented. As
 part of your response, please provide what this disclosure would have
looked like had
 it been included in your December 31, 2024 Form 10-K, March 31, 2025
Form 10-Q
 September 4, 2025
Page 2

 and June 30, 2025 Form 10-Q.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Jenn Do at 202-551-3743 or Vanessa Robertson at
202-551-3649 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
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CORRESP
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Annovis Bio, Inc.

101 Lindenwood Drive, Suite 225

Malvern, PA 19355

Tel: (484) 875-3192

February 9, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Daniel Crawford

 Re: Annovis Bio, Inc.

Registration Statement on Form S-3

File No. 333-276814

Dear Mr. Crawford:

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
the registrant Annovis Bio, Inc.. hereby requests acceleration of effectiveness of the above-referenced Registration Statement so
that it will become effective at 4:15 p.m. ET on Monday, February 12, 2024, or as soon as practicable thereafter.

Very truly yours,

    ANNOVIS BIO, INC.

    By:
    /s/ Henry Hagopian III

    Name:
    Henry Hagopian III

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
February 5, 2024
Maria Maccecchini, Ph.D.
President and Chief Executive Officer
Annovis Bio, Inc.
101 Lindenwood Drive, Suite 225
Malvern, PA 19355
Re:Annovis Bio, Inc.
Registration Statement on Form S-3
Filed February 1, 2024
File No. 333-276814
Dear Maria Maccecchini:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joan Guilfoyle, Esq.

CORRESP
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ANNOVIS BIO, INC.

1055 Westlakes Drive, Suite 300

Berwyn, PA 19312

February 9, 2021

VIA EDGAR

United States Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Annovis Bio, Inc.

  Registration Statement on Form S-3

  Filed February 1, 2021

  File No. 333-252625

Dear Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Annovis Bio, Inc., a Delaware corporation (the “Company”), hereby
requests that the effectiveness under the Act of the above-captioned Registration Statement on Form S-3 (File No. 333-252625) (the
 “Registration Statement”) be accelerated to February 11, 2021 at 4:30 p.m. Eastern Time or as soon as
thereafter practicable. By making this request for acceleration, the company confirms its obligations under the Securities Act
of 1933. In connection with the acceleration request, the Company hereby acknowledges that:

    •
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    •
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    •
    the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that
we be notified of such effectiveness by a telephone call to Darrick M. Mix of Duane Morris LLP at (215) 979-1206, and
that such effectiveness also be confirmed in writing.

    Sincerely,

    ANNOVIS BIO, INC.

    /s/ Jeffrey McGroarty

    Name: Jeffrey McGroarty

    Title: Chief Financial Officer

cc: Darrick M. Mix, Duane Morris LLP (via e-mail)

  Justin A. Santarosa, Duane Morris LLP (via
e-mail)

United States securities and exchange commission logo
February 8, 2021
Maria Maccecchini, Ph.D.
President and Chief Executive Officer
Annovis Bio, Inc.
1055 Westlakes Drive, Suite 300
Berwyn, PA 19312
Re:Annovis Bio, Inc.
Registration Statement on Form S-3
Filed February 1, 2021
File No. 333-252625
Dear Dr. Maccecchini:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Darrick M. Mix, Esq.

CORRESP
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January 24, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:          Annovis Bio, Inc.

Registration Statement on Form S-1,

File No. 333-232529

Acceleration Request

Requested Date: January 28, 2019

Requested Time: 4:30 p.m. Eastern Time (US)

Ladies and Gentlemen:

In connection with the above-referenced Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the several underwriters, hereby join in the request of Annovis Bio, Inc. that the effective date of the Registration Statement be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time (US), on January 28, 2020, or at such later time as the Company or its outside counsel, Venable LLP, may request via a telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

THINKEQUITY

a division of Fordham   Financial Management, Inc.

By:

/s/ Eric Lord

Name: Eric Lord

Title: Head of   Investment Banking

CORRESP
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ANNOVIS BIO, INC.

1055 Westlakes Drive, Suite 300

Berwyn, PA 19312

January 24, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Office of Healthcare &   Insurance

Re:

Annovis Bio

Registration   Statement on Form S-1

Filed   July 2, 2019

File   No. 333-232529

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Annovis Bio, Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (File No. 333-232529), as amended (the “Registration Statement”), so that it may become effective at 4:30 p.m. EST on Tuesday, January 28, 2020 or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

(i)                                     should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)                                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii)                               the Registrant may not assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Darrick M. Mix of Duane Morris LLP, counsel to the Company, at (215) 979-1206, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very truly yours,

ANNOVIS BIO, INC.

By:

/s/ Maria Maccecchini

Name: Maria Maccecchini

Title: President and Chief   Executive Officer

2

CORRESP
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NEW YORK
   LONDON
   SINGAPORE
   PHILADELPHIA
   CHICAGO
   WASHINGTON, DC
   SAN FRANCISCO
   SILICON VALLEY
   SAN DIEGO
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FIRM   and AFFILIATE OFFICES

www.duanemorris.com

BALTIMORE
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   NEWARK
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   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

September 9, 2019
Maria Maccecchini, Ph.D.
President and Chief Executive Officer
Annovis Bio, Inc.
1055 Westlakes Drive, Suite 300
Berwyn, PA 19312
Re:Annovis Bio, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed August 28, 2019
File No. 333-232529
Dear Dr. Maccecchini:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 20, 2019 letter.
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.
            You may contact Mark Brunhofer at 202-551-3638 or Lisa Vanjoske at 202-551-3614 if

 FirstName LastNameMaria Maccecchini, Ph.D.
 Comapany NameAnnovis Bio, Inc.
 September 9, 2019 Page 2
 FirstName LastName
Maria Maccecchini, Ph.D.
Annovis Bio, Inc.
September 9, 2019
Page 2
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       John W. Kauffman, Esq.

CORRESP
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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

August 27, 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. 1 to Registration Statement on Form S-1

Filed August 8, 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 August 20, 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. 2 (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 Federal Express.

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

Prospectus Summary
 Our Company, page 1

1.                                      We note your revisions in response to our prior comment 1. Please further revise your disclosure to provide appropriate context for various conclusions as to the performance of your product candidates and revise and/or remove any statements that imply efficacy.  As one example, we note that your goal is for your Phase 2a studies to demonstrate that ANVS-401 “normalizes” CSF levels and inflammatory markers, “as previously seen in preclinical studies.” Please remove the statement that your preclinical studies “normalized” CSF levels and inflammatory markers and balance your disclosure by discussing the results of your study of ANVS-401 in MCI patients, where the reduction of only two inflammatory markers was statistically significant. In addition, we note conclusory statements throughout such as ANVS-301 “made the old rats cognitively equivalent to young rats,” and ANVS-401 restored axonal transport, memory and learning, and colonic motility. Please remove these statements and instead discuss the specific results of your studies in quantitative terms so that an investor will understand the significance of your results.

Response:

The Company has revised the disclosure on page 7 to indicate in preclinical studies ANVS-401 lowered CSF levels of neurotoxic proteins and inflammatory markers.  The Company has corrected its disclosure on page 94 to indicate that three inflammatory markers were reduced with statistical significance and the fourth showed a downward trend. The Company has removed conclusory statements, and where summary statements are made, added references to the pages where quantitative results of studies are disclosed.

Pipeline, page 2

2.                                      We note your response to our prior comment 6 and re-issue in part. Please provide us your analysis as to why you believe these programs are material enough to be included in your pipeline table.

Response:

The Company has added disclosure in the Pipeline description on pages 2-3 to indicate the status of ongoing clinical trials for ANVS-301, which are funded by the NIH, and in the Use of Proceeds on pages 60-61 to describe the Company’s continuing efforts to obtain an additional grant to fund further study of ANVS-405 in TBI.  The Company has also added disclosure on page 8 to include the work on ANVS-405 and ANVS-301 in the discussion of our strategy.  The Company notes that, although significant funds from the proposed initial public offering are not earmarked for these programs, the Company continues to work on the development of ANVS-405 and ANVS-301 and to seek alternative funding for these programs, which the Company considers material to its business.

2

Pathway Engagement, page 6

3.                                      We note your disclosure that the nerve cells’ stain signal was the same in ANVS-405 treated rats as for sham treated animals. Please quantify the percentage of nerve cells that died in both. Please also explain what is meant by “sham treated animals.”

Response:

The Company has revised the disclosure on pages 6-7 to explain that fluorescence is a surrogate marker for live cells, so as not to imply that it can be used to quantify the number of nerve cells which have died or percentage of nerve cell death.  The Company has also added disclosure on page 6 to explain that sham surgery is another term for placebo surgery, i.e. sham is only used to refer to mock surgeries, never as placebo control in drug trials.

Use or Proceeds, page 60

4.                                      Please revise your disclosure to state how far you expect the proceeds of the offering will allow you to proceed in the development of ANVS-405 and ANVS-301. Please also disclose the sources of additional funding required to develop each of your product candidates through to commercialization. Refer to Instruction 3 to Item 504 of Regulation S-K.

Response:

The Company has added disclosure on page 61 to indicate the importance of past, ongoing, newly awarded and future grants on the development of each of its product candidates, including not only ANVS-405 and ANVS-301, but also ANVS-401.  The Company also wishes to bring to the Staff’s attention the existing language on page 61 which discloses that the future cash needs of the Company may be satisfied through the sale of equity securities, debt financings, working capital lines of credit, corporate collaborations or license agreements, grant funding or interest income earned.

Management’s Discussion and Analysis
 Overview
 Company Overview, page 70

5.                                      We note your response to our prior comment 4. Please delete the language stating that successful completion of the AD and PD study will “validate the target.”

Response:

The Company has revised the disclosure on page 70 in response to this comment.

3

Business, page 82

6.                                      We note several references to statistical significance and p-values in this section. Please explain how “p-value” is used to measure statistical significance and the relevance of statistical significance to the FDA’s evidentiary standards for drug approval.

Response:

The Company has added disclosure on page 94 to explain p-value and to explain that statistical significance may be a component of meeting the FDA’s evidentiary standards related to quantitative assessment of the effect of a drug.

7.                                      We note your disclosure on page 94 that the level of neurotoxic proteins in the four patients decreased by between 35% and 65%, and that these levels were “similar” to the levels measured in four healthy volunteers. Given the limited number of participants in the study, please disclose the specific reduction in neurotoxic proteins for each patient, and the levels measured for each of the four participants without mild cognitive impairment, including the comparison made between each patient and volunteer supporting your conclusion that the levels were similar. In addition, we note that the y axis for the graphs on page 94 states shows the percent of untreated MCI group, but it is not clear how this relates to the data shown for “MCI 11 Day” and “Healthy Volunteer.” Please clearly present the results for each of the four patients as compared to each of the four volunteers. Please also balance your discussion of these results throughout the prospectus to provide quantitative results instead of saying that the levels were “back to the levels measured in healthy volunteers” and indicate that the study included only four patients and four volunteers without mild cognitive impairment. Please also tell us if there is a generally accepted level of neurotoxic proteins in healthy adults such that you can assume the four volunteers are representative of the population generally.

Response:

The Company has added a table on page 96 with the measurements for the four patients and four healthy volunteers.  The Company has also added disclosure before and after the tables and bar diagrams to explain in more detail the nature of the data presented, including why the bar diagrams show the data for the MCI Day 11 and Healthy Volunteers on a percentage basis relative to the MCI Day 0 data.  The Company has also modified its disclosures throughout the prospectus to remove references to the levels seen in healthy volunteers.  The Company also advises the Staff:

·                  CSF levels of tau have been very well studied and offers the following guidelines:  levels over 300 pg/ml are considered high; MCI patients show levels of about 600 pg/ml; and AD patients of 900 pg/ml.  The levels the Company measured in its MCI patients and in its healthy volunteers correspond well with the literature.

·                  There are no generally accepted healthy levels of sAPPα and sAPPβ; the soluble APP levels measured depend very much on the assay used and vary largely from one study to the other.  Despite the variability in actual

4

levels, sAPP levels in MCI patients are higher than in healthy adults and sAPPα levels are always higher than sAPPβ levels. The relative levels measured in the Company’s MCI patients and healthy volunteers correspond to the literature.

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

5

August 20, 2019
Maria Maccecchini, Ph.D.
President and Chief Executive Officer
Annovis Bio, Inc.
1055 Westlakes Drive, Suite 300
Berwyn, PA 19312
Re:Annovis Bio, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 8, 2019
File No. 333-232529
Dear Dr. Maccecchini:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 15, 2019 letter.
Amendment No. 1 to Registration Statement on Form S-1
Prospectus Summary
Our Company, page 1
1.We note your revisions in response to our prior comment 1.  Please further revise your
disclosure to provide appropriate context for various conclusions as to the performance
of your product candidates and revise and/or remove any statements that imply efficacy.
As one example, we note that your goal is for your Phase 2a studies to demonstrate that
ANVS-401 "normalizes" CSF levels and inflammatory markers, "as previously seen in
preclinical studies."  Please remove the statement that your preclinical studies
"normalized" CSF levels and inflammatory markers and balance your disclosure by
discussing the results of your study of ANVS-401 in MCI patients, where the reduction of

 FirstName LastNameMaria Maccecchini, Ph.D.
 Comapany NameAnnovis Bio, Inc.
 August 20, 2019 Page 2
 FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
August 20, 2019
Page 2
only two inflammatory markers was statistically significant.  In addition, we note
conclusory statements throughout such as ANVS-301 "made the old rats cognitively
equivalent to young rats," and  ANVS-401 restored axonal transport, memory and
learning, and colonic motility.  Please remove these statements and instead discuss the
specific results of your studies in quantitative terms so that an investor will understand the
significance of your results.
Pipeline, page 2
2.We note your response to our prior comment 6 and re-issue in part.  Please provide us
your analysis as to why you believe these programs are material enough to be included in
your pipeline table.
Pathway Engagement, page 6
3.We note your disclosure that the nerve cells' stain signal was the same in ANVS-405
treated rats as for sham treated animals.  Please quantify the percentage of nerve cells that
died in both.  Please also explain what is meant by "sham treated animals."
Use of Proceeds, page 60
4.Please revise your disclosure to state how far you expect the proceeds of the offering will
allow you to proceed in the development of ANVS-405 and ANVS-301. Please also
disclose the sources of additional funding required to develop each of your product
candidates through to commercialization. Refer to Instruction 3 to Item 504 of Regulation
S-K.
Management's Discussion and Analysis
Overview
Company Overview, page 70
5.We note your response to our prior comment 4.  Please delete the language stating that
successful completion of the AD and PD study will "validate the target."
Business, page 82
6.We note several references to statistical significance and p-values in this section.  Please
explain how "p-value" is used to measure statistical significance and the relevance of
statistical significance to the FDA's evidentiary standards for drug approval.
7.We note your disclosure on page 94 that the level of neurotoxic proteins in the four
patients decreased by between 35% and 65%, and that these levels were "similar" to the
levels measured in four healthy volunteers.  Given the limited number of participants in
the study, please disclose the specific reduction in neurotoxic proteins for each patient,
and the levels measured for each of the four participants without mild cognitive
impairment, including the comparison made between each patient and

 FirstName LastNameMaria Maccecchini, Ph.D.
 Comapany NameAnnovis Bio, Inc.
 August 20, 2019 Page 3
 FirstName LastName
Maria Maccecchini, Ph.D.
Annovis Bio, Inc.
August 20, 2019
Page 3
volunteer supporting your conclusion that the levels were similar.  In addition, we note
that the y axis for the graphs on page 94 states shows the percent of untreated MCI group,
but it is not clear how this relates to the data shown for "MCI 11 Day" and "Healthy
Volunteer."  Please clearly present the results for each of the four patients as compared to
each of the four volunteers.  Please also balance your discussion of these results
throughout the prospectus to provide quantitative results instead of saying that the levels
were "back to the levels measured in healthy volunteers" and indicate that the study
included only four patients and four volunteers without mild cognitive impairment.  Please
also tell us if there is a generally accepted level of neurotoxic proteins in healthy adults
such that you can assume the four volunteers are representative of the population
generally.
            You may contact Mark Brunhofer at 202-551-3638 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       John W. Kauffman

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

August 8, 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.

Registration Statement on Form S-1

Filed July 3, 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 July 15, 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. 1 (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 Federal Express.

Registration Statement on Form S-1

Prospectus Summary
 Our Company, page 1

1.                                      We note your disclosure that studies showed that ANVS-401 “statistically” lowered inflammation in this section and similar statements throughout the prospectus about “statistically” reducing or “statistically significantly” increasing/decreasing certain data yet no data points are provided. Please either remove these characterizations or provide the data points to clarify what you mean by “statistically” and “statistically significantly.”

Response:

The Company has modified the prospectus in response to this comment.

2.                                      We note your frequent statements throughout that ANVS-401 “normalized” levels of neurotoxic proteins, inflammatory factors, axonal transport and affected functions in all diseases you tested, as well as re-established homeostasis. These statements imply efficacy and are presented as a conclusion that each trial participant in the preclinical and clinical studies was restored to “normal” and therefore cured. Please remove these general statements stating that levels and functions were “normalized” and instead present balanced data from your trials stating the actual results from your trials and quantifying the results as necessary. In particular, we note that the results of your trials do not support broad claims of “normalization.” For example, the disclosure beginning on page 92 does not indicate whether all five study participants “normalized” neurotoxic proteins, how normalization was measured for each participant, and how “healthy volunteers” were selected and the number of such volunteers that participated in the studies. Further, the data shown on page 93 shows that for inflammatory markers, only two of the five markers demonstrated a statistically significant reduction, and one of the markers actually increased. Similarly, in the description of TBI in Rats on page 96, it appears that only the 10mg/kg dose had results similar to the sham results. In addition, for many of the claims under “Pathway Engagement” it is not clear if these claims represent an average result for the study or are highlighting the best result. As one example, the disclosure states that in a UCLA study of TBI rats, 15% of the cells died in the placebo treated rats while nerve cells did not die in the ANVS-405 treated rats. Does this mean that no nerve cells died in any of the treated rats in the study? Please note that these are just examples. Please substantially revise your disclosure to remove conclusory statements and revise your trial descriptions to provide trial descriptions that are representative of all trial participants. Please provide appropriate context in the disclosure of preclinical and clinical trials, such as number of participants, how results were measured (i.e., numeric results) and a representative range of trial results.

Response:

The Company has revised the prospectus to remove the conclusory language described in the comment and has added appropriate context and data information as requested in the comment.

2

3.                                      We note your response to our prior comment 11. Please explain how long you are currently able to test in humans, and whether successful results of the toxicology studies are necessary for you to proceed to the Phase 3 trial.

Response:

The Company has added an explanation regarding human testing and the need for successful results of toxicology studies to proceed on pages 8 and 91 of the prospectus.

4.                                      We note your revisions in response to our prior comment 3, however we note that disclosure suggesting you can mitigate the risk of development and implying efficiency remains in your prospectus. As an example, we note the disclosure regarding target validation and de-risking on page 70.

Response:

The Company has revised the disclosure on page 70 and throughout the prospectus in response to this comment.

5.                                      We note your revised disclosure in response to our prior comment two, however your prospectus still contains disclosure implying safety or efficacy. As an example, you state on page 69 that you have “preclinical data proving ANVS-401’s efficacy in restoring a variety of functions,” on page 92 that you deduced that a particular daily dose should achieve efficacy, and on page 97 that collectively your data proves ANVS-405’s efficacy, and your data gives you confidence that the efficacy results will translate to human. Please substantially revise your disclosure throughout to remove statements stating or implying that your product candidates are safe and/or effective.

Response:

The Company has revised the disclosure on pages 70, 93 and 98 and throughout the prospectus in response to this comment to remove or modify statements that state or imply safety and effectiveness of the Company’s product candidates.

Pipeline, page 2

6.                                      We note that your pipeline table includes ANVS-405 and ANVS-301. As you only discuss these programs very briefly in the prospectus and you have not allocated any proceeds for their development in your use of proceeds section, please provide us your analysis as to why you believe these programs are material enough to be included in your pipeline table.

Response:

The Company has modified its disclosure in the Use of Proceeds on page 61 to clarify that the ongoing research and development

3

costs through 2020 will relate to all three of the Company’s compounds, ANVS-401, ANVS-405 and ANVS-301.  The Company has modified its disclosure on pages 3, 84, and 89 of the prospectus to clarify that future funding will be necessary to fund the development of ANVS-405 and ANVS-301.  The Company believes that these products are important to its overall plan for product development and important to its pipeline description although additional future capital will be required to complete such development.

Axonal Transport and Pathway Engagement, page 4

7.                                      We note your disclosure that in preclinical trials, by normalizing axonal transport, ANVS-401 and/or ANVS-405 normalized all the functions that are negatively affected by disturbances of the transport. We also note that you make the same disclosure on page 87 and you state on page 88 that studies showed that ANVS-401 and/or ANVS-405 lowered inflammation in MCI patients and TBI rats. Please disclose why you are attributing these findings to both ANVS-401 and ANVS-405.

Response:

The Company has expanded its disclosure on pages 2-3, 84, 88 and 89 with respect to ANVS-401 and ANVS-405, which, as so explained, consist of the same compound, but which are delivered in different forms, i.e., oral for ANVS-401 and intravenous for ANVS-405.

Risk Factors

If we are unable to obtain and maintain patent protection..., page 39

8.                                      We note your disclosure that on June 25, 2019 you received a Notice of Allowance for one of the Annovis patents. Please revise to explain the significance of the notice and the anticipated expiration date if you are able to extent the patent life. Please also disclose material consequences to your business, as applicable, if the patents expire in accordance with the current expiration dates. Please add similar disclosure in your Business section under “Intellectual Property.”

Response:

We have added disclosure regarding the significance of the Notice of Allowance and the effect on the patent life of the patent on pages 40 and 106.  We have also modified the disclosure regarding Annovis patent applications and added disclosure of the material consequences to the Company’s business if the patents expire in accordance with the current expiration dates without the grant of additional patents on page 40.

4

Risk Factors

Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum, page 55

9.                                      We note your disclosure that you believe the risk of a court declining to enforce your exclusive forum provision is remote, as the General Assembly of Delaware has specifically amended the Delaware General Corporation Law to authorize the adoption of such provisions. Please remove this statement as it mitigates the risk that you may incur additional costs associated with resolving matters in other jurisdictions should a court find your exclusive forum provision to be inapplicable or unenforceable.

Response:

The Company has revised the disclosure on page 56 to remove the statement identified in the comment.

Industry and Other Data, page 57

10.                               We note your response to our prior comment 15 and reissue. Please revise to clarify your liability for statements included in the prospectus, regardless of the fact that you did not verify them and cannot guarantee their accuracy.

Response:

The Company has revised is statements on page 58 to clarify its liability of statements included in the prospectus

Use of Proceeds, page 59

11.                               We note your response to our prior comment 16, and we reissue in part. We note your disclosure on page 6 that you intend to complete both Phase 2a studies with the funds raised in this offering. Please revise this section to make it clear that you expect the proceeds to be sufficient to fund both Phase 2a studies through completion, if accurate. If that is not accurate, please revise the disclosure on page 6.

Response:

The Company has revised this section on page 60 to make it clear that it expects the proceeds to be sufficient to fund both Phase 2a studies through completion.

Reproducible Results Across Species - Mouse, Rat, Human, page 97

12.                               We note your response to our prior comment 4. The disclosure in this section still includes statements implying efficacy as well as the statement above this section discussing ANVS-405’s efficacy. Please substantially revise your disclosure throughout your prospectus to remove these statements as determinations of efficacy are solely

5

within the authority of the FDA. Also, please specify which studies you are referencing in this section.

Response:

The Company has modified the language on page 98 and throughout the prospectus to remove the statements as to efficacy and to specify the studies the Company is referencing in the referenced section.

General

13.                               We note that you have added a page of graphics after the cover page containing your pipeline table and certain narrative disclosure. Given that this information is repeated in the Prospectus Summary and Business sections, please remove this page. For guidance, refer to Securities Act Forms Compliance and Disclosure Interpretation 101.02.

Response:

The Company has removed content of the back of the cover page entirely and replaced it with a figure that the Company believes conforms to the referenced interpretation.

6

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

7

July 15, 2019
Maria Maccecchini, Ph.D.
President and Chief Executive Officer
Annovis Bio, Inc.
1055 Westlakes Drive, Suite 300
Berwyn, PA 19312
Re:Annovis Bio, Inc.
Registration Statement on Form S-1
Filed July 3, 2019
File No. 333-232529
Dear Dr. Maccecchini:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary
Our Company, page 1
1.We note your disclosure that studies showed that ANVS-401 "statistically" lowered
inflammation in this section and similar statements throughout the prospectus about
"statistically" reducing or "statistically significantly" increasing/decreasing certain
data yet no data points are provided.  Please either remove these characterizations or
provide the data points to clarify what you mean by "statistically" and "statistically
significantly."
2.We note your frequent statements throughout that ANVS-401 "normalized" levels of
neurotoxic proteins, inflammatory factors, axonal transport and affected functions in all
diseases you tested, as well as re-established homeostasis.  These statements imply

 FirstName LastNameMaria Maccecchini, Ph.D.
 Comapany NameAnnovis Bio, Inc.
 July 15, 2019 Page 2
 FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
July 15, 2019
Page 2
efficacy and are presented as a conclusion that each trial participant in the preclinical and
clinical studies was restored to "normal" and therefore cured.  Please remove these general
statements stating that levels and functions were "normalized" and instead present
balanced data from your trials stating the actual results from your trials and quantifying
the results as necessary.  In particular, we note that the results of your trials do not support
broad claims of "normalization."  For example, the disclosure beginning on page 92 does
not indicate whether all five study participants "normalized" neurotoxic proteins, how
normalization was measured for each participant, and how "healthy volunteers" were
selected and the number of such volunteers that participated in the studies.  Further, the
data shown on page 93 shows that for inflammatory markers, only two of the five
markers demonstrated a statistically significant reduction, and one of the markers actually
increased.  Similarly, in the description of TBI in Rats on page 96, it appears that only the
10mg/kg dose had results similar to the sham results.  In addition, for many of the claims
under "Pathway Engagement" it is not clear if these claims represent an average result for
the study or are highlighting the best result.  As one example, the disclosure states that in a
UCLA study of TBI rats, 15% of the cells died in the placebo treated rats while nerve cells
did not die in the ANVS-405 treated rats.  Does this mean that no nerve cells died in any
of the treated rats in the study?  Please note that these are just examples.  Please
substantially revise your disclosure to remove conclusory statements and revise your trial
descriptions to provide trial descriptions that are representative of all trial participants.
Please provide appropriate context in the disclosure of preclinical and clinical tirals, such
as number of participants, how results were measured (i.e., numeric results) and a
representative range of trial results.
3.We note your response to our prior comment 11.  Please explain how long you are
currently able to test in humans, and whether successful results of the toxicology studies
are necessary for you to proceed to the Phase 3 trial.
4.We note your revisions in response to our prior comment 3, however we note that
disclosure suggesting you can mitigate the risk of development and implying efficiency
remains in your prospectus.  As an example, we note the disclosure regarding target
validation and de-risking on page 70.
5.We note your revised disclosure in response to our prior comment two, however your
prospectus still contains disclosure implying safety or efficacy.  As an example, you state
on page 69 that you have "preclinical data proving ANVS-401's efficacy in restoring a
variety of functions," on page 92 that you deduced that a particular daily dose should
achieve efficacy, and on page 97 that collectively your data proves ANVS-405's efficacy,
and your data gives you confidence that the efficacy results will translate to human.
Please substantially revise your disclosure throughout to remove statements stating or
implying that your product candidates are safe and/or effective.

 FirstName LastNameMaria Maccecchini, Ph.D.
 Comapany NameAnnovis Bio, Inc.
 July 15, 2019 Page 3
 FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
July 15, 2019
Page 3
Pipeline, page 2
6.We note that your pipeline table includes ANVS-405 and ANVS-301. As you only discuss
these programs very briefly in the prospectus and you have not allocated any proceeds for
their development in your use of proceeds section, please provide us your analysis as to
why you believe these programs are material enough to be included in your pipeline
table.
Axonal Transport and Pathway Engagement , page 4
7.We note your disclosure that in preclinical trials, by normalizing axonal transport, ANVS-
401 and/or ANVS-405 normalized all the functions that are negatively affected by
disturbances of the transport.  We also note that you make the same disclosure on page 87
and you state on page 88 that studies showed that ANVS-401 and/or ANVS-405 lowered
inflammation in MCI patients and TBI rats.  Please disclose why you are attributing these
findings to both ANVS-401 and ANVS-405.
Risk Factors
If we are unable to obtain and maintain patent protection..., page 39
8.We note your disclosure that on June 25, 2019 you received a Notice of Allowance for
one of the Annovis patents.  Please revise to explain the significance of the notice and the
anticipated expiration date if you are able to extent the patent life.  Please also disclose
material consequences to your business, as applicable, if the patents expire in accordance
with the current expiration dates.  Please add similar disclosure in your Business section
under "Intellectual Property."
Risk Factors
Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive
forum, page 55
9.We note your disclosure that you believe the risk of a court declining to enforce your
exclusive forum provision is remote, as the General Assembly of Delaware has
specifically amended the Delaware General Corporation Law to authorize the adoption of
such provisions.  Please remove this statement as it mitigates the risk that you may incur
additional costs associated with resolving matters in other jurisdictions should a court find
your exclusive forum provision to be inapplicable or unenforceable.
Industry and Other Data, page 57
10.We note your response to our prior comment 15 and reissue.  Please revise to clarify your
liability for statements included in the prospectus, regardless of the fact that you did not
verify them and cannot guarantee their accuracy.

 FirstName LastNameMaria Maccecchini, Ph.D.
 Comapany NameAnnovis Bio, Inc.
 July 15, 2019 Page 4
 FirstName LastName
Maria Maccecchini, Ph.D.
Annovis Bio, Inc.
July 15, 2019
Page 4
Use of Proceeds, page 59
11.We note your response to our prior comment 16, and we reissue in part.  We note your
disclosure on page 6 that you intend to complete both Phase 2a studies with the funds
raised in this offering.  Please revise this section to make it clear that you expect the
proceeds to be sufficient to fund both Phase 2a studies through completion, if accurate.  If
that is not accurate, please revise the disclosure on page 6.
Reproducible Results Across Species - Mouse, Rat, Human, page 97
12.We note your response to our prior comment 4. The disclosure in this section still includes
statements implying efficacy as well as the statement above this section discussing
ANVS-405's efficacy.   Please substantially revise your disclosure throughout your
prospectus to remove these statements as determinations of efficacy are solely within the
authority of the FDA.  Also, please specify which studies you are referencing in this
section.
General
13.We note that you have added a page of graphics after the cover page containing your
pipeline table and certain narrative disclosure.  Given that this information is repeated in
the Prospectus Summary and Business sections, please remove this page.  For guidance,
refer to Securities Act Forms Compliance and Disclosure Interpretation 101.02.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Mark Brunhofer at 202-551-3638 or Lisa Vanjoske at 202-551-3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       John W. Kauffman

CORRESP
1
filename1.htm

NEW YORK

BALTIMORE

LONDON

WILMINGTON

SINGAPORE

MIAMI

PHILADELPHIA

FIRM   and AFFILIATE OFFICES

BOCA RATON

CHICAGO

PITTSBURGH

WASHINGTON, DC

NEWARK

SAN FRANCISCO

LAS VEGAS

SILICON VALLEY

CHERRY HILL

SAN DIEGO

www.duanemorris.com

LAKE TAHOE

BOSTON

MYANMAR

HOUSTON

OMAN

LOS ANGELES

A GCC   REPRESENTATIVE OFFICE

HANOI

OF   DUANE MORRIS

HO CHI MINH CITY

ATLANTA

MEXICO CITY

ALLIANCE WITH

MIRANDA &   ESTAVILLO

July 2, 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. 1 Draft Registration Statement on Form S-1

Submitted May 24, 2019

CIK No. 0001477845

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 June 21, 2019 (the “Comment Letter”) relating to the above referenced Amendment No. 1 to Confidential Draft Registration Statement (the “DRS”).

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 the Registration Statement on Form S-1 filed today (the “Registration Statement”).  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 will send a copy of this letter, a clean copy of the Registration Statement and a copy of the Registration Statement marked to show all changes from the DRS via Federal Express.

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

Prospectus Summary, page 1

1.                                      We note your disclosure on page 1 that you have a “ready program” to conduct a second Phase 2a study in PD patients.  Please explain what you mean.

Response:  The Company has revised the sentence on page 1 to remove these words and explain that it has planned to commence the Phase 2a study in PD patients.

2.                                      We note your disclosure that you expect your lead compound to be efficacious and that you showed in studies that ANVS-401 was safe on page 1, that you expect to obtain FDA approval in 2024 on page 2 and that clinical studies and preclinical data have established and/or proven the safety or efficacy of ANVS-401 on page 3.  As your product candidate has not received FDA approval, it is premature to suggest or imply that it is safe or effective. Also, there can be no certainty as to when or if you will receive FDA approval.  Please revise your disclosure here and all similar statements throughout the prospectus accordingly. We will not object to statements that your product candidate was well-tolerated or to presentation in the Business section of the trial endpoints, the extent to which the end points were met or were not met, or the aggregate or summary data collected from your trials.

Response:  The Company has modified its disclosure throughout the document to conform to this comment to remove suggestions or implications that ANVS-401 is safe or effective.

3.                                      We note your disclosure on page 2 that successful termination of the Alzheimer’s disease and Parkinson’s disease study will “de-risk” ANVS-401 for use in neurodegenerative diseases and will validate the target and pathway. Please remove this statement and any other statements that imply that you will be successful in mitigating risk associated with drug development. Please also tell us what you mean by stating that termination of the study will validate the target and pathway.

Response:  The Company has deleted this statement on page 2 and inserted a statement it intends as more descriptive regarding its plans for a Phase 3 study.

4.                                      We note statements throughout that imply efficacy, such as “lowering their high levels of APP will restore axonal transport and homeostasis...and normalize their memory loss and dementia,” and “ANVS-401 treatment restores normal axonal transport and prevents or restores all those events all the way to preserving nerve cell health.” In addition, we note that your description of ANVS-401 under “Pathway Engagement” includes numerous statements claiming efficacy, such as “full recovery of memory, learning and brain function,” “normalizes all the functions that are negatively affected by disturbances of the transport,” and “normalizes the affected function in all diseases that we tested it in.” These are just examples. Please substantially revise your disclosure throughout your prospectus to remove these statements as determinations of efficacy are solely within the authority of the FDA.

Response:  The Company has modified these statements throughout the document to remove and modify these statements so as not to imply efficacy.  The Company has expressly referred to completed preclinical and clinical studies and the

2

results that have occurred in those studies in the past tense, with inclusion of data point information in a summary manner, so as not to imply efficacy in any present or future context.  The Company has added a brief discussion of data points under “Our Company — Axonal Transport and Pathway Engagement — Pathway Engagement” on page 5 in the Summary and page 87 in the Business Section.

5.                                      We note your statement here and in the Business section that you have an ongoing Phase 2a proof-of-concept study in AD patients. Please tell us the status of the study, including the number of patients enrolled and whether you have started the study. Please add similar disclosure in the Business section.

Response:  The Company has added disclosure on page 2 and page 81 describing the status of the study, its commencement and the number of patients enrolled.

6.                                      You state that you have conducted clinical trials with 125 humans and these trials have shown promising clinical signals, including normalized levels of neurotoxic proteins. However, it appears that these results were only observed in your proof of concept study in five patients with mild cognitive impairment. Please revise to remove the implication that the clinical signals you list were observed in 125 humans and clarify that the AD patients had only mild cognitive impairment.

Response:  The Company has added disclosure to page 1 and page 81 to clarify the clinical signals were observed in five patients who had only mild cognitive impairment.

7.                                      Please provide us with support for your statement that AD and PD are the two largest medical needs for the aging U.S. population and two potentially largest markets.

Response:  The Company has modified this sentence on page 2 and page 82 to state that AD and PD are two of the largest medical needs for the aging U.S. population and two potentially large markets.

8.                                      Please revise your statement that focusing on AD in the DS population “perfectly represents AD” as this statement suggests that your studies in this population will translate to approval in the AD population generally.

Response:  The Company has revised this statement to indicate that DS population is substantially similar to AD population.

9.                                      Please explain your references to Parexel and Posiphen, as there is no explanation in the prospectus as to the relevance of these terms.

Response:  The Company has explained that Parexel as a clinical research organization on page 1.  The Company has removed references to Posiphen, a prior informal name for ANVS-401, that was included in certain imbedded graphics in the DRS.

10.                               We note your disclosure on page 5 that you have a Scientific Advisory Board. Please describe the role or function of the Scientific Advisory Board and whether there are any

3

rules or procedures governing such board. Please also provide us with support for your statement that the board is composed of “world-renowned scientists.”

Response:  The Company has described the role of the Scientific Advisory Board and stated that it has no rules or procedures governing the board, except for restrictions place on the members by their universities on page 7.  We have also removed the term “world-renowned” with respect to the board members.

11.                               We note that you intend to conduct chronic toxicology studies in rats and dogs with the funds from the offering. Given that you are already testing ANVS-401 in humans, please explain the relevance of the animal toxicology study and whether it is necessary for you to continue studies in humans.

Response:  The Company has added explanation on page 8 that the toxicology studies are needed in order to then test for extended periods in humans.

Implications of Being an Emerging Growth Company, page 7

12.                               Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

Response:  The Company or anyone authorized on its behalf, has not made any written communications to potential investors in reliance on Section 5(d) of the Securities Act.

Risk Factors
 We have concentrated our research and development efforts on the treatment of AD and PD..., page 18

13.                               Please revise this risk factor to provide detail regarding the particular challenges in obtaining FDA approval for AD and PD.  For example, we note your statement on page 80 that since 2003, there have been over 500 clinical studies and no compound has shown efficacy.

Response:  The Company has revised the risk factor on page 19 to add references to challenges in obtaining FDA approval for AD and PD.

If we fail to comply with our obligations under our existing intellectual property license, page 37

14.                               Please expand this risk factor to disclose the term of the license agreement and under what circumstances Horizon would be able to terminate your license.

Response:  The Company added disclosure on page 38 regarding the term of the license agreement and under what circumstances the licensor would be able to terminate the license.

4

Industry and Other Data, page 55

15.                               Please revise to clarify your liability for statements included in the prospectus, regardless of the fact that you did not verify them and cannot guarantee their accuracy.

Response:  The Company has clarified this section on page 57 to remove statements that may be considered limitation on liability.

Use of Proceeds, page 57

16.                               We note your disclosure on page 6 that you intend to complete both Phase 2a studies with the funds raised in this offering. Please revise this section to make it clear that you expect the proceeds to be sufficient to fund both Phase 2a studies through completion, if accurate. In addition, we note your statement that the Phase 2a trial in AD patients is presently run and paid for by the Alzheimer’s Disease Cooperative Study. Please tell us what obligations you have, if any, to fund this trial and whether you will have to reimburse ADCS.  Please also tell us whether you have any agreement with ADCS relating to this study.  If so, please provide materially complete disclosure of the agreement and file it as an exhibit to the registration statement, or tell us why you believe you are not required to do so.

Response:  The Company has revised the disclosure on page 59 in response to the staff’s comment.  The Company has also added a description of the ADCS agreement on page 81 and filed it as Exhibit 10.7 to the registration statement.

17.                               Please revise to clarify what you mean by the remaining proceeds will be used to “provide runway” while raising money for the Phase 3 studies in AD-DS and PD.

Response:  The Company has revised the disclosure on page 60 to explain that it anticipates the offering will provide sufficient liquidity until the Company is able raise additional capital for the Phase 3 studies in AD-DS and PD

Founders’ Vision, page 78

18.                               Please revise this section to provide a balanced discussion of your business. Please also remove your statements that you have engineered medicines that normalize brain homeostasis and that you have been able to “stop every step leading to destruction up to the last step that is nerve cell death.” We note that your company is a clinical stage company and you have not yet established, and may never establish, the safety or efficacy of your product candidate. Please also remove the suggestion that investing in your company will help “patients [who] are desperately waiting for a solution to their problems” and will “solve neurodegeneration and protect nerve cells from dying.” Your disclosure in this section should be appropriately balanced to account for the risks of drug development. Please also provide the basis for your statement that “neurodegenerative diseases represent the biggest challenge facing us today.”

Response:  The Company has modified this section on page 80 to remove certain statements and provide a balanced discussion of its business.

5

Business
 Target Engagement, page 82

19.                               Please revise the two tables on this page to make them more legible. Please make similar revisions to the tables on page 89.

Response:  The Company has revised the two tables on pages 85-86 and pages 91-92 to make them more legible.

Reproducible Results Across Species, page 92

20.                               Please remove your statement that it is rare to see “perfect reproducibility” across species or tell us why you believe this is an appropriate statements. Categorizing the observation of similar effects in various species as “perfect reproducibility” suggests that success in animal models guarantees success in humans. In addition, given your limited observations in humans, it is not appropriate to make this conclusion.

Response:  The Company has removed this term on page 2 and in the Business section on page 82 and replaced it with the term “substantially similar,” as it believes this is more indicative of the relationship.

Intellectual Property, page 100

21.                               We note your disclosure that your patent portfolio includes patents licensed from the NIH.  Please clarify whether this is referencing the patents that are licensed from Horizon. If not, please file the license agreement with the NIH as an exhibit and provide a summary of the material terms in the Material Agreements section on page 102.

Response:  The patents licensed from the NIH are the same patents licensed from Horizon.  The Company has modified the disclosure here and elsewhere in the document to clarify that the patents are co-owned by Horizon and the Public Health Service (PHS), of which the NIH is a component.

22.                               We note that certain of your patents in 2021 or 2022. Please revise your disclosure to explain the material impact, if any, of the patent expirations on your business and on the success of ANVS-401.  Please add risk factor disclosure to the extent appropriate.

Response:  The Company has added disclosure on page 105 and in the risk factor on page 39 regarding t

June 21, 2019
Maria Maccecchini, Ph.D.
President and Chief Executive Officer
Annovis Bio, Inc.
1055 Westlakes Drive, Suite 300
Berwyn, PA 19312
Re:Annovis Bio, Inc.
Amendment No. 1 Draft Registration Statement on Form S-1
Submitted May 24, 2019
CIK No. 0001477845
Dear Dr. Maccecchini:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note your disclosure on page 1 that you have a "ready program" to conduct a second
Phase 2a study in PD patients.  Please explain what you mean.
2.We note your disclosure that you expect your lead compound to be efficacious and that
you showed in studies that ANVS-401 was safe on page 1, that you expect to obtain FDA
approval in 2024 on page 2 and that clinical studies and preclinical data have established
and/or proven the safety or efficacy of ANVS-401 on page 3.  As your product
candidate has not received FDA approval, it is premature to suggest or imply that it is safe
or effective. Also, there can be no certainty as to when or if you will receive FDA
approval.  Please revise your disclosure here and all similar statements throughout the

 FirstName LastNameMaria Maccecchini, Ph.D.
 Comapany NameAnnovis Bio, Inc.
 June 21, 2019 Page 2
 FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
June 21, 2019
Page 2
prospectus accordingly.  We will not object to statements that your product candidate was
well-tolerated or to presentation in the Business section of the trial endpoints, the extent to
which the end points were met or were not met, or the aggregate or summary data
collected from your trials.
3.We note your disclosure on page 2 that successful termination of the Alzheimer's disease
and Parkinson's disease study will "de-risk" ANVS-401 for use in neurodegerative
diseases and will validate the target and pathway.  Please remove this statement and any
other statements that imply that you will be successful in mitigating risk associated with
drug development.  Please also tell us what you mean by stating that termination of the
study will validate the target and pathway.
4.We note statements throughout that imply efficacy, such as "lowering their high levels of
APP will restore axonal transport and homeostasis...and normalize their memory loss and
dementia," and "ANVS-401 treatment restores normal axonal transport and prevents or
restores all those events all the way to preserving nerve cell health."  In addition, we note
that your description of ANVS-401 under "Pathway Engagement" includes numerous
statements claiming efficacy, such as "full recovery of memory, learning and brain
function," "normalizes all the functions that are negatively affected by disturbances of the
transport," and "normalizes the affected function in all diseases that we tested it in."
 These are just examples.  Please substantially revise your disclosure throughout your
prospectus to remove these statements as determinations of efficacy are solely within the
authority of the FDA.
5.We note your statement here and in the Business section that you have an ongoing Phase
2a proof-of-concept study in AD patients.  Please tell us the status of the study, including
the number of patients enrolled and whether you have started the study.  Please add
similar disclosure in the Business section.
6.You state that you have conducted clinical trials with 125 humans and these trials have
shown promising clinical signals, including normalized levels of neurotoxic proteins.
However, it appears that these results were only observed in your proof of concept study
in five patients with mild cognitive impairment.  Please revise to remove the implication
that the clinical signals you list were observed in 125 humans and clarify that the AD
patients had only mild cognitive impairment.
7.Please provide us with support for your statement that AD and PD are the two largest
medical needs for the aging U.S. population and two potentially largest markets.
8.Please revise your statement that focusing on AD in the DS population "perfectly
represents AD" as this statement suggests that your studies in this population will translate
to approval in the AD population generally.
9.Please explain your references to Parexel and Posiphen, as there is no explanation in the
prospectus as to the relevance of these terms.

 FirstName LastNameMaria Maccecchini, Ph.D.
 Comapany NameAnnovis Bio, Inc.
 June 21, 2019 Page 3
 FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
June 21, 2019
Page 3
10.We note your disclosure on page 5 that you have a Scientific Advisory Board. Please
describe the role or function of the Scientific Advisory Board and whether there are any
rules or procedures governing such board.  Please also provide us with support for your
statement that the board is composed of "world-renowned scientists."
11.We note that you intend to conduct chronic toxicology studies in rats and dogs with the
funds from the offering.  Given that you are already testing ANVS-401 in humans, please
explain the relevance of the animal toxicology study and whether it is necessary for you to
continue studies in humans.
Implications of Being an Emerging Growth Company, page 7
12.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
Risk Factors
We have concentrated our research and development efforts on the treatment of AD and PD...,
page 18
13.Please revise this risk factor to provide detail regarding the particular challenges in
obtaining FDA approval for AD and PD.  For example, we note your statement on page
80 that since 2003, there have been over 500 clinical studies and no compound has shown
efficacy.
If we fail to comply with our obligations under our existing intellectual property license, page 37
14.Please expand this risk factor to disclose the term of the license agreement and under what
circumstances Horizon would be able to terminate your license.
Industry and Other Data, page 55
15.Please revise to clarify your liability for statements included in the prospectus, regardless
of the fact that you did not verify them and cannot guarantee their accuracy.
Use of Proceeds, page 57
16.We note your disclosure on page 6 that you intend to complete both Phase 2a studies with
the funds raised in this offering.  Please revise this section to make it clear that you expect
the proceeds to be sufficient to fund both Phase 2a studies through completion, if
accurate.  In addition, we note your statement that the Phase 2a trial in AD patients is
presently run and paid for by the Alzheimer's Disease Cooperative Study.  Please tell us
what obligations you have, if any, to fund this trial and whether you will have to
reimburse ADCS.  Please also tell us whether you have any agreement with ADCS
relating to this study.  If so, please provide materially complete disclosure of the

 FirstName LastNameMaria Maccecchini, Ph.D.
 Comapany NameAnnovis Bio, Inc.
 June 21, 2019 Page 4
 FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
June 21, 2019
Page 4
agreement and file it as an exhibit to the registration statement, or tell us why you believe
you are not required to do so.
17.Please revise to clarify what you mean by the remaining proceeds will be used to "provide
runway" while raising money for the Phase 3 studies in AD-DS and PD.
Founders' Vision, page 78
18.Please revise this section to provide a balanced discussion of your business.   Please also
remove your statements that you have engineered medicines that normalize brain
homeostasis and that you have been able to "stop every step leading to destruction up to
the last step that is nerve cell death."  We note that your company is a clinical stage
company and you have not yet established, and may never establish, the safety or efficacy
of your product candidate.  Please also remove the suggestion that investing in your
company will help "patients [who] are desperately waiting for a solution to their
problems" and will  "solve neurodegeneration and protect nerve cells from dying."  Your
disclosure in this section should be appropriately balanced to account for the risks of drug
development.  Please also provide the basis for your statement that "neurodegenerative
diseases represent the biggest challenge facing us today."
Business
Target Engagement, page 82
19.Please revise the two tables on this page to make them more legible.  Please make similar
revisions to the tables on page 89.
Reproductable Results Across Species, page 92
20.Please remove your statement that it is rare to see "perfect reproducibility" across species
or tell us why you believe this is an appropriate
statements.  Categorizing the observation of similar effects in various species as "perfect
reproducibility" suggests that success in animal models guarantees success in humans.  In
addition, given your limited observations in humans, it is not appropriate to make this
conclusion.
Intellectual Property, page 100
21.We note your disclosure that your patent portfolio includes patents licensed from the
NIH.  Please clarify whether this is referencing the patents that are licensed from
Horizon.  If not, please file the license agreement with the NIH as an exhibit and provide a
summary of the material terms in the Material Agreements section on page 102.
22.We note that certain of your patents in 2021 or 2022.  Please revise your disclosure to
explain the material impact, if any, of the patent expirations on your business and on the
success of ANVS-401.  Please add risk factor disclosure to the extent appropriate.

 FirstName LastNameMaria Maccecchini, Ph.D.
 Comapany NameAnnovis Bio, Inc.
 June 21, 2019 Page 5
 FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
June 21, 2019
Page 5
Material Agreements, page 102
23.Please revise this section to disclose the duration of the license agreement and the
termination provisions.  We note your disclosure on page 37 that you will have to
pay royalties on sales pursuant to this agreement. Please disclose the amounts and the
royalty term.  Please also tell us whether the current or contemplated Phase 2a trials
trigger the $230,000 payment and whether you plan to use any of the offering proceeds to
pay amounts due under this agreement.
Management, page 113
24.Please revise to briefly discuss, for each director, the specific experience, qualifications,
attributes or skills that led to the conclusion that the person should serve as a director for
your company, in light of your business and structure. Refer to Item 401(e) of Regulation
S-K.
Key Collaborators, page 114
25.Please disclose the specific role of the "Key Collaborators" and whether they are
compensated or are party to any agreement with the company.
Board Composition
Election of Directors, page 116
26.We note your disclosure that your directors may only be removed for cause by the
affirmative vote of the holders of at least two-thirds of your outstanding voting stock.  It
appears that Delaware law does not allow corporations to require a supermajority vote for
the removal or directors or to restrict the removal of directors by shareholders to cases of
cause unless the board is classified or the directors are elected via cumulative voting.
Refer to Frechter v. Zier, C.A. No. 12038-VCG (Del. Ch. Jan. 24, 2017), In re VAALCO
Energy, Inc. Consolidated Stockholder Litigation, C.A. No. 11775VCL (Del. Ch. Dec. 21,
2015) and Section 141(k) of the Delaware General Corporation Law.  Please advise.
Principal Stockholders, page 126
27.Please revise your disclosure to identify the natural person or persons who have voting
and investment control of the shares held by Ben Franklin Technology Partners.
Description of Capital Stock, page 128
28.We note that you refer shareholders to, in part, the relevant provisions of the Delaware
General Corporation Law. It is not appropriate to qualify your disclosure by reference to
information that is not included in the filing or filed as an exhibit. Please revise
accordingly.

 FirstName LastNameMaria Maccecchini, Ph.D.
 Comapany NameAnnovis Bio, Inc.
 June 21, 2019 Page 6
 FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
June 21, 2019
Page 6
Choice of Forum, page 130
29.We note your disclosure that the Court of Chancery of the State of Delaware is the
exclusive forum in which you and your directors may be sued by your
stockholders.  Please disclose whether that includes actions arising under the Securities
Act or Exchange Act.  In that regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If your exclusive forum provision applies to Securities Act
claims, please also revise your disclosure to state that there is uncertainty as to whether a
court would enforce such provision and that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.  If it does not apply to
actions arising under the Securities Act or Exchange Act, please also ensure that the
exclusive forum provision in your governing documents states this clearly.
Notes to Financial Statements
Note 2: Summary of Significant Accounting Policies
(f) Research and Development, page F-8
30.In Management's Discussion and Analysis of Financial Condition and Results of
Operations at the top of page 72 you indicate that a $128,000 increase in intellectual
property legal costs is included in research and development (R&D) expenses in 2018.
The inclusion of these legal costs appears to conflict with your statement in the General
and Administrative (G&A) Expenses disclosure on page 69 that professional fees for legal
services, including patent-related expenses are included in G&A expenses.  Please tell us
the nature of these intellectual property legal costs and how their inclusion in R&D
expenses is consistent with the guidance in ASC 730-10-55-2i.
Note 7: Redeemable Convertible Preferred Stock and Stockholders' Equity
c) Redeemable Convertible Preferred Stock, page F-15
31.You disclose that upon an initial public offering of your common stock with gross
proceeds of at least $20 million your preferred stock will convert at the applicable per
share conversion rate; $0.50 per share for Series A and $0.90 per share for Series A-1.
Based on the over $6.5 million carrying value of your Series A preferred stock it appears
that more than 13 million share of common should be issued, yet your disclosure on page
9 and throughout your filing implies a one-for-one conversion rate between your preferred
and common stock.  Please tell us why the carrying value of your Series A preferred stock
is greater than the implied $0.50 per shar

May 20, 2019
Maria Maccecchini, Ph.D.
President and Chief Executive Officer
Annovis Bio, Inc.
1055 Westlakes Drive, Suite 300
Berwyn, PA 19312
Re:Annovis Bio, Inc.
Draft Registration Statement on Form S-1
Submitted May 15, 2019
CIK No. 0001477845
Dear Dr. Maccecchini:
            We have reviewed your draft registration statement and have the following comment.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 15, 2019
Index to Financial Statements, page F-1
1.We note the financial statements included in the draft registration statement are as of a
date 135 days or more before the date the document was submitted.  Based on your
representation that at the time of the contemplated offering, you will be required to present
the March 31, 2019 interim financial statements in the document, please update your
disclosure to include these financial statements.  We will not perform a detailed
examination of the draft registration statement until you do so.

 FirstName LastNameMaria Maccecchini, Ph.D.
 Comapany NameAnnovis Bio, Inc.
 May 20, 2019 Page 2
 FirstName LastName
Maria Maccecchini, Ph.D.
Annovis Bio, Inc.
May 20, 2019
Page 2
            You may contact Jim Rosenberg at 202-551-3679 if you have questions regarding
comments on the financial statements and related matters. Please contact Mary Beth Breslin at
202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       John W. Kauffman