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Restatement of Previously Issued Unaudited Condensed Financial Statements

12 Months Ended

Dec. 31, 2022

Restatement of Previously Issued Unaudited Condensed Financial Statements

Restatement of Previously Issued Unaudited Condensed Financial Statements

(12) Restatement of Previously Issued Unaudited Condensed Financial Statements

During its preparation of its 2022 audited combined financial statements and notes thereto, the Company concluded that there were material research and development expenses and related balance sheet errors in its previously issued unaudited condensed financial statements as of and for each of the quarterly and year to date periods ended March 31, 2022, June 30, 2022 and September 30, 2022, primarily relating to the timing of payments for research and development expenses and recognition of expenses.

The Company noted the following items were improperly expensed during the three months ended March 31, 2022:

● Payments, in the amount of $800,840, were improperly recorded in research and development expenses during the three months ended March 31, 2022. These amounts should have been recorded as prepaid expenses and other current assets as of March 31, 2022.

● Research and development expense amounts totaling $140,690 were not recorded during the three months ended March 31, 2022. This amount should have been recorded in accrued expenses and other current liabilities as of March 31, 2022.

These errors in the accounting for research and development expenses resulted in an understatement of prepaid assets and other current assets of $800,840, accrued expenses and other current liabilities of $140,690 and an overstatement of operating expenses and net loss of $660,150 as of and for the three months ended March 31, 2022.

The Company noted the following items were improperly expensed during the three and six months ended June 30, 2022:

● Payments, in the amount of $2,883,977 were improperly recorded in research and development expenses during the three months ended June 30, 2022. These amounts should have been recorded in prepaid expenses and other current assets as of June 30, 2022. Additionally, $102,232 was expensed during the three months ended June 30, 2022 related to the prior quarter restatements.

These errors, including the errors from the three months ended March 31, 2022, in the accounting for research and development expenses resulted in a cumulative understatement of prepaid assets and other current assets of $3,441,895, as of June 30, 2022, and an overstatement operating expenses and net loss of $2,781,745 and $3,441,895 for the three and six months ended June 30, 2022, respectively.

The Company noted the following items were improperly expensed during the three and nine months ended September 30, 2022:

● Payments, in the amount of $1,320,321, were improperly recorded in research and development expenses during the three months ended September 30, 2022. These amounts should have been recorded in prepaid expenses and other current assets as of September 30, 2022. Additionally, $130,826 was expensed during the three months ended September 30, 2022 related to the prior quarter restatements.

These errors, including the errors from the six months ended June 30, 2022, in the accounting for research and development expenses resulted in an understatement of prepaid assets and other current assets of $4,631,390 as of September 30, 2022, and an overstatement of operating expenses and net loss of $1,189,495 and $4,631,390 for the three and nine months ended September 30, 2022, respectively.

As a result of such errors, the Company concluded that the previously issued 2022 unaudited condensed financial statements were materially misstated and has restated herein our previously issued unaudited condensed financial statements for each interim period within the fiscal year ended December 31, 2022. The restatement corrections impact certain components within operating cash flows of the unaudited condensed statements of cash flows. Total operating cash flows, investing activities, financing activities, and cash and cash equivalents are unchanged as a result of the restatements and as a result are not restated herein.

The following tables present the amounts previously reported, the restatement impact and the amount as restated. The 2022 quarterly restatements will be effective with the filing of our future 2023 unaudited interim condensed financial statement filings in Quarterly Reports on Form 10-Q.

The values as previously reported for the fiscal quarters ended September 30, 2022, June 30, 2022, and March 31, 2022 were derived from our Quarterly Reports on Form 10-Q filed on November 8, 2022, August 8, 2022 and May 4, 2022, respectively.

Annovis Bio, Inc.

Balance Sheets

​	​	​	​	​	​	​	​	​	​
​	​	As of March 31, 2022
​	​	(unaudited)
​		As			Restatement			As
​	​	Reported		​	Impacts		​	Restated
Assets	​	​	​	​	​	​	​	​	​
Current assets:		​			​			​
Cash and cash equivalents	​	$	42,668,838	​	$	—	​	$	42,668,838
Prepaid expenses and other current assets	​		627,902	​		800,840	​		1,428,742
Deferred clinical materials	​		—	​		—	​		—
Total current assets	​		43,296,740	​		800,840	​		44,097,580
Total Assets	​	$	43,296,740	​	$	800,840	​	$	44,097,580
Liabilities and Stockholders’ Equity	​			​			​
Current liabilities:	​			​			​
Accounts payable	​	$	928,997	​	$	—	​	$	928,997
Accrued expenses	​		327,435	​		140,690	​		468,125
Total current liabilities	​		1,256,432	​		140,690	​		1,397,122
Total liabilities	​	$	1,256,432	​	$	140,690	​	$	1,397,122
Commitments and contingencies (Note 7)	​			​			​
Stockholders’ equity:	​			​			​
Preferred stock – $0.0001 par value, 2,000,000 shares authorized and 0 shares issued and outstanding	​		—	​		—	​		—
Common stock – $0.0001 par value, 35,000,000 shares authorized and 8,163,923 and 8,100,570 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively	​		816	​		—	​		816
Additional paid-in capital	​		76,659,912	​		—	​		76,659,912
Accumulated deficit	​		(34,620,420)	​		660,150	​		(33,960,270)
Total stockholders’ equity	​		42,040,308	​		660,150	​		42,700,458
Total liabilities and stockholders’ equity	​	$	43,296,740	​	$	800,840	​	$	44,097,580

​

​

Annovis Bio, Inc.

Statements of Operations

(unaudited)

​

​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31, 2022
​	​	As		​	Restatement		​	As
​		Reported			Impacts			Restated
Operating expenses:		​			​			​
Research and development	​	$	2,809,791	​	$	(660,150)	​	$	2,149,641
General and administrative	​		3,104,071	​		—	​		3,104,071
Total operating expenses	​		5,913,862	​		(660,150)	​		5,253,712
​	​	​	​	​	​	​	​	​	​
Operating loss	​		(5,913,862)	​		660,150	​		(5,253,712)
Other income:	​			​			​
Interest income	​		19,649	​		—	​		19,649
Grant Income	​		—	​		—	​		—
Total other income	​		19,649	​		—	​		19,649
​	​	​	​	​	​	​	​	​	​
Loss before income taxes	​		(5,894,213)	​		660,150	​		(5,234,063)
Income tax expense (benefit)	​		—	​		—	​		—
Net loss	​	$	(5,894,213)	​	$	660,150	​	$	(5,234,063)
Basic and diluted loss per common share	​	$	(0.72)	​		—	​	$	(0.64)
Weighted average number of common shares outstanding, basic and diluted	​		8,157,445	​		—	​		8,157,445

​

​

Annovis Bio, Inc.

Statements of Cash Flows

(unaudited)

​

​	​	​	​	​	​	​	​	​
​	​	Three Months Ended March 31, 2022
​	​	As		​	​	​	As
​	​	Reported		​	Restatement Impacts	​	Restated
Cash flows from operating activities:		​					​
Net loss	​	$	(5,894,213)		660,150	​	$	(5,234,063)
Adjustments to reconcile net loss to net cash used in operating activities:	​					​
Stock-based compensation expense	​	​	3,434,944		—	​	​	3,434,944
Changes in operating assets and liabilities:	​					​
Prepaid expenses and other current assets	​	​	(312,438)		(800,840)	​	​	(1,113,278)
Accounts payable	​	​	240,923		—	​	​	240,923
Accrued expenses	​	​	(491,005)		140,690	​	​	(350,315)
Net cash used in operating activities	​	​	(3,021,789)		—	​	​	(3,021,789)
Cash flows from financing activities:	​					​
Proceeds from exercise of stock options	​	​	4,613		—	​	​	4,613
Net cash used in financing activities	​	​	4,613		—	​	​	4,613
Net (decrease) increase in cash and cash equivalents	​	​	(3,017,176)		—	​	​	(3,017,176)
Cash and cash equivalents, beginning of period	​	​	45,686,014		—	​	​	45,686,014
Cash and cash equivalents, end of period	​	$	42,668,838		—	​	$	42,668,838

​

​

Annovis Bio, Inc.

Balance Sheets

​

​	​	​	​	​	​	​	​	​	​
​		As of June 30, 2022
​	​	(unaudited)
​		As			Restatement			As
​	​	Reported		​	Impacts		​	Restated
Assets	​	​	​	​	​	​	​	​	​
Current assets:	​	​	​	​	​	​	​	​	​
Cash and cash equivalents	​	$	35,974,251		$	—	​	$	35,974,251
Prepaid expenses and other current assets	​		551,072	​		3,441,895	​		3,992,967
Deferred clinical materials	​		—	​		—	​		—
Total current assets	​		36,525,323	​		3,441,895	​		39,967,218
Total Assets	​	$	36,525,323	​	$	3,441,895	​	$	39,967,218
Liabilities and Stockholders’ Equity	​			​			​
Current liabilities:	​			​			​
Accounts payable	​	$	901,841	​	$	—	​	$	901,841
Accrued expenses	​		397,544	​		—	​		397,544
Total current liabilities	​		1,299,385	​		—	​		1,299,385
Total liabilities	​	$	1,299,385	​	$	—	​	$	1,299,385
Commitments and contingencies (Note 7)	​			​			​
Stockholders’ equity:	​			​			​
Preferred stock – $0.0001 par value, 2,000,000 shares authorized and 0 shares issued and outstanding	​		—	​		—	​		—
Common stock – $0.0001 par value, 35,000,000 shares authorized and 8,163,923 and 8,100,570 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	​		816	​		—	​		816
Additional paid-in capital	​		78,563,673	​		—	​		78,563,673
Accumulated deficit	​		(43,338,551)	​		3,441,895	​		(39,896,656)
Total stockholders’ equity	​		35,225,938	​		3,441,895	​		38,667,833
Total liabilities and stockholders’ equity	​	$	36,525,323	​	$	3,441,895	​	$	39,967,218

​

​

Annovis Bio, Inc.

Statements of Operations

(unaudited)

​

​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended June 30, 2022
​		As			Restatement			As
​	​	Reported		​	Impacts		​	Restated
Operating expenses:	​	​	​	​	​	​	​	​	​
Research and development	​	$	6,815,708	​	$	(2,781,745)	​	$	4,033,963
General and administrative	​		1,938,447	​		–	​		1,938,447
Total operating expenses	​		8,754,155	​		(2,781,745)	​		5,972,410
​	​	​	​	​	​	​	​	​	​
Operating loss	​		(8,754,155)	​		2,781,745	​		(5,972,410)
Other income:	​			​			​
Interest income	​		36,024	​		—	​		36,024
Grant Income	​		—	​		—	​		—
Total other income	​		36,024	​		—	​		36,024
​	​	​	​	​	​	​	​	​	​
Loss before income taxes	​		(8,718,131)	​		2,781,745	​		(5,936,386)
Income tax expense (benefit)	​		—	​		—	​		—
Net loss	​	$	(8,718,131)	​	$	2,781,745	​	$	(5,936,386)
Basic and diluted loss per common share	​	$	(1.07)	​		—	​	$	(0.73)
Weighted average number of common shares outstanding, basic and diluted	​		8,163,923	​		—	​		8,163,923

​

​

Annovis Bio, Inc.

Statements of Operations

(unaudited)

​

​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended June 30, 2022
​		As			Restatement			As
​	​	Reported		​	Impacts		​	Restated
Operating expenses:	​	​	​	​	​	​	​	​	​
Research and development	​	$	9,625,499	​	$	(3,441,895)	​	$	6,183,604
General and administrative	​		5,042,518	​		—	​		5,042,518
Total operating expenses	​		14,668,017	​		(3,441,895)	​		11,226,122
​	​	​	​	​	​	​	​	​	​
Operating loss	​		(14,668,017)	​		3,441,895	​		(11,226,122)
Other income:	​			​			​
Interest income	​		55,673	​		—	​		55,673
Grant Income	​		—	​		—	​		—
Total other income	​		55,673	​		—	​		55,673
​	​	​	​	​	​	​	​	​	​
Loss before income taxes	​		(14,612,344)	​		3,441,895	​		(11,170,449)
Income tax expense (benefit)	​		—	​		—	​		—
Net loss	​	$	(14,612,344)	​	$	3,441,895	​	$	(11,170,449)
Basic and diluted loss per common share	​	$	(1.79)	​		—	​	$	(1.37)
Weighted average number of common shares outstanding, basic and diluted	​		8,160,702	​		—	​		8,160,702

​

​

Annovis Bio, Inc.

Statements of Cash Flows

(unaudited)

​

​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended June 30, 2022
​	​	As		​	​	​	​	As
​	​	Reported		​	Restatement Impacts		​	Restated
Cash flows from operating activities:		​			​			​
Net loss	​	$	(14,612,344)		​	3,441,895	​	$	(11,170,449)
Adjustments to reconcile net loss to net cash used in operating activities:	​				​		​
Stock-based compensation expense	​	​	5,338,705		​	—	​	​	5,338,705
Changes in operating assets and liabilities:	​				​		​
Prepaid expenses and other current assets	​	​	(235,608)		​	(3,441,895)	​	​	(3,677,503)
Accounts payable	​	​	213,767	​	$	213,767	​
Accrued expenses	​	​	(420,896)	​	$	(420,896)	​
Net cash used in operating activities	​	​	(9,716,376)	​		—	​	​	(9,716,376)
Cash flows from financing activities:	​			​			​
Proceeds from issuance of common stock, net of issuance costs	​	​	—	​		—	​	​	—
Proceeds from exercise of stock options	​	​	4,613	​		—	​	​	4,613
Net cash used in financing activities	​	​	4,613	​		—	​	​	4,613
Net (decrease) increase in cash and cash equivalents	​	​	(9,711,763)	​		—	​	​	(9,711,763)
Cash and cash equivalents, beginning of period	​	​	45,686,014	​		—	​	​	45,686,014
Cash and cash equivalents, end of period	​	$	35,974,251	​		—	​	$	35,974,251

​

​

Annovis Bio, Inc.

Balance Sheets

​

​	​	​	​	​	​	​	​	​	​
​	​	As of September 30, 2022
​	​	(unaudited)
​	​	​	​	​	​	​	​	​	​
​	​	As		​	Restatement		​	As
​		Reported			Impacts			Restated
Assets		​			​			​
Current assets:		​			​			​
Cash and cash equivalents	​	$	31,987,091	​	$	—	​	$	31,987,091
Prepaid expenses and other current assets	​		499,947	​		4,631,390	​		5,131,337
Total current assets	​		32,487,038	​		4,631,390	​		37,118,428
Total Assets	​	$	32,487,038	​	$	4,631,390	​	$	37,118,428
Liabilities and Stockholders’ Equity	​			​			​
Current liabilities:	​			​			​
Accounts payable	​	$	1,845,705	​	$	—	​	$	1,845,705
Accrued expenses	​		680,830	​		—	​		680,830
Total current liabilities	​		2,526,535	​		—	​		2,526,535
Total liabilities	​	$	2,526,535	​	$	—	​	$	2,526,535
Commitments and contingencies (Note 7)	​	​	​	​	​	​	​	​	​
Stockholders’ equity:	​			​			​
Preferred stock – $0.0001 par value, 2,000,000 shares authorized and 0 shares issued and outstanding	​		—	​		—	​		—
Common stock – $0.0001 par value, 35,000,000 shares authorized and 8,163,923 and 8,100,570 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively	​		816	​		—	​		816
Additional paid-in capital	​		80,919,684	​		—	​		80,919,684
Accumulated deficit	​		(50,959,997)	​		4,631,390	​		(46,328,607)
Total stockholders’ equity	​		29,960,503	​		4,631,390	​		34,591,893
Total liabilities and stockholders’ equity	​	$	32,487,038	​	$	4,631,390	​	$	37,118,428

​

​

Annovis Bio, Inc.

Statements of Operations

(unaudited)

​

​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30, 2022
​		As			Restatement			As
​	​	Reported		​	Impacts		​	Restated
Operating expenses:	​	​	​	​	​	​	​	​	​
Research and development	​	$	5,313,033	​	$	(1,189,495)	​	$	4,123,538
General and administrative	​		2,361,299	​		—	​		2,361,299
Total operating expenses	​		7,674,332	​		(1,189,495)	​		6,484,837
​	​	​	​	​	​	​	​	​	​
Operating loss	​		(7,674,332)	​		1,189,495	​		(6,484,837)
Other income:	​			​			​
Interest income	​		52,886	​		—	​		52,886
Grant Income	​		—	​		—	​		—
Total other income	​		52,886	​		—	​		52,886
​	​	​	​	​	​	​	​	​	​
Loss before income taxes	​		(7,621,446)	​		1,189,495	​		(6,431,951)
Income tax expense (benefit)	​		—	​		—	​		—
Net loss	​	$	(7,621,446)	​	$	1,189,495	​	$	(6,431,951)
Basic and diluted loss per common share	​	$	(0.93)	​		—	​	$	(0.79)
Weighted average number of common shares outstanding, basic and diluted	​		8,163,923	​		—	​		8,163,923

​

​

Annovis Bio, Inc.

Statements of Operations

(unaudited)

​

​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30, 2022
​		As			Restatement			As
​	​	Reported		​	Impacts		​	Restated
Operating expenses:	​	​	​	​	​	​	​	​	​
Research and development	​	$	14,938,532	​	$	(4,631,390)	​	$	10,307,142
General and administrative	​		7,403,817	​		–	​		7,403,817
Total operating expenses	​		22,342,349	​		(4,631,390)	​		17,710,959
​	​	​	​	​	​	​	​	​	​
Operating loss	​		(22,342,349)	​		4,631,390	​		(17,710,959)
Other income:	​	​	​	​	​	​	​	​	​
Interest income	​		108,559	​		—	​		108,559
Grant Income	​		—	​	​	—	​		–
Total other income	​		108,559	​		—	​		108,559
​	​	​	​	​	​	​	​	​	​
Loss before income taxes	​		(22,233,790)	​		4,631,390	​		(17,602,400)
Income tax expense (benefit)	​		—	​		—	​		—
Net loss	​	$	(22,233,790)	​	$	4,631,390	​	$	(17,602,400)
Basic and diluted loss per common share	​	$	(2.72)	​		—	​	$	(2.16)
Weighted average number of common shares outstanding, basic and diluted	​		8,161,787	​		—	​		8,161,787

​

​

Annovis Bio, Inc.

Statements of Cash Flows

(unaudited)

​

​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30, 2022
​	​	As		​	​	​	As
​	​	Reported		​	Restatement Impacts	​	Restated
Cash flows from operating activities:		​					​
Net loss	​	$	(22,233,790)		4,631,390	​	$	(17,602,400)
Adjustments to reconcile net loss to net cash used in operating activities:	​					​
Stock-based compensation expense	​	​	7,694,716		—	​	​	7,694,716
Changes in operating assets and liabilities:	​					​
Prepaid expenses and other current assets	​	​	(184,483)		(4,631,390)	​	​	(4,815,873)
Accounts payable	​	​	1,157,631		—	​	​	1,157,631
Accrued expenses	​	​	(137,610)		—	​	​	(137,610)
Net cash used in operating activities	​	​	(13,703,536)		—	​	​	(13,703,536)
Cash flows from financing activities:	​					​
Proceeds from issuance of common stock, net of issuance costs	​	​	—		—	​	​	—
Proceeds from exercise of stock options	​	​	4,613		—	​	​	4,613
Net cash used in financing activities	​	​	4,613		—	​	​	4,613
Net (decrease) increase in cash and cash equivalents	​	​	(13,698,923)		—	​	​	(13,698,923)
Cash and cash equivalents, beginning of period	​	​	45,686,014		—	​	​	45,686,014
Cash and cash equivalents, end of period	​	$	31,987,091		—	​	$	31,987,091

​

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- Definition

The entire disclosure for quarterly financial data. Includes, but is not limited to, tabular presentation of financial information for fiscal quarters, effect of year-end adjustments, and an explanation of matters or transactions that affect comparability of the information.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 270
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-Publisher FASB
-Name Accounting Standards Codification
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