Annovis Bio (ANVS) Form 3 Annovis Bio / Michael B Hoffman ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Hoffman Michael B

(Last) (First) (Middle)

C/O ANNOVIS BIO, INC.

1055 WESTLAKES DRIVE, SUITE 300

(Street)

BERWYN PA 19312

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2020

3. Issuer Name and Ticker or Trading Symbol
Annovis Bio, Inc. [ ANVS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.0001 par value	14,286	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Note	(1)	(1)	Common Stock	(1)	(1)	D
Series A-1 Preferred Stock	(2)	(2)	Common Stock	158,730	(2)	D
Series A Preferred Stock	(3)	(3)	Common Stock	1,137,942	(3)	D
Stock Option (right to buy)	(4)	04/06/2028	Common Stock	7,142	0.25	D

Explanation of Responses:

1. The Convertible Notes have a maturity date of December 31, 2023. Prior to the maturity date, the Convertible Notes will automatically convert into common stock of Annovis Bio, Inc. ("Annovis") upon an initial public offering ("IPO") of Annovis at a conversion rate equal to the principal amount of the note, plus accrued and unpaid interest, divided by 80% of the public offering price per share of the IPO as set forth on the cover page of the final prospectus for the IPO.

2. Each share of Series A-1 Preferred Stock is convertible into common stock of Annovis and has no expiration date. Upon the closing of the IPO, 222,222 shares of Series A-1 Preferred Stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, will automatically be converted into 158,730 shares of common stock of Annovis.

3. Each share of Series A Preferred Stock is convertible into common stock of Annovis and has no expiration date. Upon the closing of the IPO, 1,593,118 shares of Series A Preferred Stock, along with the aggregate accrued or accumulated and unpaid dividends thereon, will automatically be converted into 1,137,942 shares of common stock of Annovis.

4. As of the date of this report, all of the shares underlying the options are fully vested and exercisable.

	/s/ Maria Maccecchini Attorney-in-Fact	01/29/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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