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                                                             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
 Maria Maccecchini, Ph.D.
FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
Comapany NameAnnovis Bio, Inc.
June 21, 2019
June 21, 2019 Page 2
Page 2
FirstName LastName
         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.
 Maria Maccecchini, Ph.D.
FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
Comapany NameAnnovis Bio, Inc.
June 21, 2019
June 21, 2019 Page 3
Page 3
FirstName LastName
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
 Maria Maccecchini, Ph.D.
FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
Comapany NameAnnovis Bio, Inc.
June 21, 2019
June 21, 2019 Page 4
Page 4
FirstName LastName
         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.
 Maria Maccecchini, Ph.D.
FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
Comapany NameAnnovis Bio, Inc.
June 21, 2019
June 21, 2019 Page 5
Page 5
FirstName LastName
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.
 Maria Maccecchini, Ph.D.
FirstName LastNameMaria Maccecchini, Ph.D.
Annovis Bio, Inc.
Comapany NameAnnovis Bio, Inc.
June 21, 2019
June 21, 2019 Page 6
Page 6
FirstName LastName
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 share issuance price and why a
one-for-one
         conversion ratio into common stock is appropriate.
 Maria Maccecchini, Ph.D.
Annovis Bio, Inc.
June 21, 2019
Page 7
General

32.   Please provide us proofs of all graphics, visual, or photographic
information you will
      provide in the printed prospectus prior to its use, for example in a
preliminary prospectus.
      Please note that we may have comments regarding this material.
       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 Sarmento at 202-551-3798 or Erin Jaskot at 202-551-3442 with any
other questions.



                                                            Sincerely,
FirstName LastNameMaria Maccecchini, Ph.D.
                                                            Division of
Corporation Finance
Comapany NameAnnovis Bio, Inc.
                                                            Office of
Healthcare & Insurance
June 21, 2019 Page 7
cc:       John W. Kauffman
FirstName LastName
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