SCHEDULE 13D
Item 1. Security and Issuer.
This statement on Schedule 13D (this Statement) relates to the common stock, with $0.0001 par value (the Common Stock), of Annovis Bio, Inc., a Delaware corporation (the Issuer). The Issuers principal executive offices are located at 1055 Westlakes Drive, Suite 300, Berwyn, PA 19312.
This Schedule 13D is being filed because the Reporting Person acquired beneficial ownership of additional shares of Common Stock through a grant of an employee stock option on April 9, 2020.
Item 2. Identity and Background.
(a) This Statement is filed by Maria L. Maccecchini (the Reporting Person).
(b) The business address of the Reporting Person is c/o Annovis Bio, Inc., 1055 Westlakes Drive, Suite 300, Berwyn, PA 19312.
(c) The present principal occupation of the Reporting Person is the President and Chief Executive Officer of the Issuer.
(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction nor, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired beneficial ownership of shares of the Issuers previously outstanding preferred stock in two separate private placements; such preferred stock was converted into Common Stock upon the closing of the Issuers initial public offering of Common Stock (the IPO). The Reporting Person also acquired beneficial ownership of Common Stock (i) with private funds, (ii) pursuant to previous equity grants by the Issuer for her services to the Issuer and (iii) on April 9, 2020, pursuant to a grant of an employee stock option covering 300,000 shares of Common Stock, which option is exercisable immediately in full.
Item 4. Purpose of Transaction.
The shares of the Issuers Common Stock held directly by the Reporting Person were acquired for investment purposes. The purpose of the Issuers equity grant transactions was for the Issuer to incentivize the Reporting Person to attain certain performance targets identified by the Issuer, to retain the Reporting Person as an executive of the Issuer, and to align the Reporting Persons interests with the interests of the Issuers shareholders.
The Reporting Person currently has no plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer;
(c) A sale or transfer of a material amount of assets of the Issuer;
(d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuers business or corporate structure including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is
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required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
The Reporting Person reserves the right to acquire additional securities of the Issuer in the open market, in privately negotiated transactions, in additional grants from the Issuer, or otherwise, to dispose of all or a portion of the Common Stock and/or other securities reported in this Statement, or to change her intention with respect to any or all of the matters set forth in (a) through (j) above or in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) and (b) See Items 7-11 of the cover page and Item 2 above.
(c) Except as disclosed in Item 3, the Reporting Person has not effected any transactions during the past sixty (60) days in any shares of Common Stock.
(d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer.
The information set forth, or incorporated by reference, in Items 3 through 5 of this statement is hereby incorporated by reference in this Item 6.
In connection with the IPO, the Reporting Person has entered into a standard lock-up agreement (the Lock-up Agreement), pursuant to which she agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Issuers securities held by her for 365 days following the date of the underwriting agreement for the IPO. The description of the Lock-up Agreement included in this Schedule 13D does not purport to be a complete description and is qualified in its entirety by reference to the full text of the agreement, which is filed as part of this Schedule 13D as Exhibit 1 and incorporated by reference herein
The Reporting Person entered into a registration rights agreement with the Issuer (the Registration Rights Agreement) pursuant to which the Issuer agreed to register for resale the shares of Common Stock that were issued upon conversion of any classes of preferred stock upon the closing of the IPO and any other unregistered shares of Common Stock. The Registration Rights Agreement contains customary demand and piggyback registration rights. The description of the Registration Rights Agreement included in this Schedule 13D does not purport to be a complete description and is qualified in its entirety by reference to the full text of the agreement, which is filed as part of this Schedule 13D as Exhibit 2 and incorporated by reference herein.
Item 7. Material to Be Filed as Exhibits.
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