Annovis Bio : Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

On April 25, 2024, Annovis Bio, Inc., a Delaware corporation (the "Company"), entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with the Equity Line investor (the "ELOC Purchaser"), whereby the Company may offer and sell, from time to time at its sole discretion, and whereby the ELOC Purchaser has committed to purchase, up to 2,051,428 shares of shares of the Company's common stock, $0.0001 par value per share (the "Common Stock") (but subject to the limitations described below). Under the Purchase Agreement, the Company has agreed to issue to the ELOC Purchaser shares of Common Stock with a total value of $375,000 as commitment shares (the "Commitment Shares"), with 10,181 shares being delivered on the date of the Purchase Agreement and the remaining shares to be delivered on the 90th and 180th day thereafter. Concurrently with entering into the Purchase Agreement, the Company also entered into a registration rights agreement with the ELOC Purchaser, pursuant to which it agreed to provide the ELOC Purchaser with certain registration rights related to the shares issued under the Purchase Agreement (the "Registration Rights Agreement").

The Company may, from time to time and at its sole discretion, direct the ELOC Purchaser to purchase shares of Common Stock upon the satisfaction of certain conditions set forth in the Purchase Agreement at a purchase price per share based on the market price of Common Stock at the time of sale as computed under the Purchase Agreement. There is no upper limit on the price per share that The ELOC Purchaser could be obligated to pay for Common Stock under the Purchase Agreement. The Company will control the timing and amount of any sales of Common Stock to The ELOC Purchaser, and The ELOC Purchaser has no right to require the Company to sell any shares to it under the Purchase Agreement. Actual sales of shares of Common Stock to The ELOC Purchaser under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time.

Under the applicable NYSE rules, in no event may the Company issue to The ELOC Purchaser under the Purchase Agreement more than 19.99% of the shares of the Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the "Exchange Cap"), unless (i) the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable NYSE, or (ii) the price per share paid by The ELOC Purchaser for all of the shares of Common Stock purchased from the Company pursuant to the Purchase Agreement, if any, equals or exceeds the lower of (A) the official closing price of the Common Stock immediately preceding delivery of the purchase notice to The ELOC Purchaser and (B) the average of the closing sale prices of the Common Stock for the five (5) trading days immediately preceding the delivery of the purchase notice.

In all cases, the Company may not issue or sell any shares of Common Stock to The ELOC Purchaser under the Purchase Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by The ELOC Purchaser and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 promulgated thereunder), would result in The ELOC Purchaser beneficially owning more than 4.99% of the outstanding shares of Common Stock.