What the changes say
- Annovis Bio faces critical cash runway limitations extending only into the third quarter of 2026, alongside NYSE delisting notices and patent extension efforts for buntanetap.
What changed since the prior 10-K
New
- NewRisks Related to Our Financial Position and Need for Additional Capital
buntanetap or any other product candidates. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate our research and development programs or any future commercialization efforts
Current cash reserves will only fund operations into the third quarter of 2026, requiring substantial additional capital to develop buntanetap.
- NewRisks Related to Development, Clinical Testing, Manufacturing and Regulatory Approval
the conclusions reached, our ability to obtain approval for, and commercialize, product candidates may be harmed, which could significantly harm our business prospects
Interim top-line clinical data are preliminary and subject to audit changes that could negatively impact business prospects.
- NewRisks Related to Our Dependence on Third Parties
terminate or refuse to renew their agreement at a time that is costly or otherwise inconvenient for us. If we were unable to find an adequate CMO or another acceptable solution in time, our clinical trials could be delayed, or our commercial activities could be harmed
Reliance on contract manufacturers for raw materials creates supply chain disruption risks that could delay clinical trials and commercialization.
- NewRisks Related to Our Dependence on Third Parties
commercialize any product candidate that we develop. As a result, our financial results and the commercial prospects for any product candidate that we develop would be harmed, our costs could increase, and our ability to generate revenue could be delayed
Terminating or switching contract research organizations involves substantial costs, delays, and management distraction.
- NewRisks Related to Our Intellectual Property
product candidates, and threaten our ability to commercialize future product candidates. Any such outcome could have a materially adverse effect on our business, and our company could cease to exist
Patent life for buntanetap and Posiphen Form B is limited unless pending international and U.S. applications are approved.
- NewRisks Related to Our Intellectual Property
International (PCT) application and a U.S. nonprovisional patent application directed to treatment of neurodegenerative diseases and other diseases via administration of this combination
Recent patent applications filed in 2024 cover combination therapies of buntanetap with phosphodiesterase inhibitors, antihypertensive agents, and other drugs.
Dropped
- DroppedRisks Related to Development, Clinical Testing, Manufacturing and Regulatory Approval
business prospects. Further, disclosure of interim data by us or by our competitors could result in volatility in the price of our common stock
Reworded
- 95% rewrittenRisks Related to Our Intellectual Property
If we are unable to obtain additional patent protection to prolong the patent life of our product candidates, we may not be able to continue development of our product candidates
Updated patent risk heading to emphasize inability to obtain additional patent protection for product candidates.
- 88% rewrittenRisks Related to Our Financial Position and Need for Additional Capital
We will require substantial additional capital to fund our operations, and if we fail to obtain necessary financing, we may not be able to complete the development and commercialization of buntanetap
Corrected a typographical error from 'obtain receive' to 'obtain' regarding regulatory approval for buntanetap.
- 88% rewrittenRisks Related to Our Common Stock
We are an “smaller reporting company,” and the reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors
Switched filer status disclosures from emerging growth company to smaller reporting company under Regulation S-K.
Was: We are an “emerging growth company,” and the reduced reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors
- 61% rewrittenRisks Related to Our Dependence on Third Parties
We currently rely and in the future intend to rely on third parties to conduct, supervise and monitor our clinical trials. If those third parties do not successfully carry out their contractual duties, or if they perform in an unsatisfactory manner, it may harm our business
Retained core CRO oversight and GCP compliance risk language with minor stylistic adjustments.
- 60% rewrittenRisks Related to Our Common Stock
Our failure to regain the NYSE’s continued listing requirements could result in a delisting of our common stock
Added specific disclosure that Annovis received a March 2025 NYSE notice for market capitalization and stockholders' equity falling below $50 million.
Was: Our failure to meet the New York Stock Exchange’s continued listing requirements could result in a delisting of our common stock
- 40% rewrittenRisks Related to Development, Clinical Testing, Manufacturing and Regulatory Approval
Results of preclinical studies, early clinical trials or analyses may not be indicative of results obtained in later trials
Retained early clinical trial predictability risk language with minor stylistic updates.
- 28% rewrittenRisks Related to Our Financial Position and Need for Additional Capital
Inflation could adversely affect our business and results of operations
Updated inflation risk to reflect broader U.S. and global market conditions and Middle East conflicts.
All 72 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Financial Position and Need for Additional Capital
- 01Our recurring operating losses, negative cash flows from operations, and accumulated deficit raise substantial doubt about our ability to continue as a going concern, if we are unable to obtain additional financings
- 02The report of our independent registered accounting firm on our audited financial statements for the fiscal year ended December 31, 2025, contains an explanatory paragraph relating to our ability to continue as a going concern
- 03We have incurred significant net losses since inception and anticipate that we will continue to incur net losses for the foreseeable future. We are not currently profitable, and we may never achieve or sustain profitability
- 04We will require substantial additional capital to fund our operations, and if we fail to obtain necessary financing, we may not be able to complete the development and commercialization of buntanetap88% rewritten
- 05buntanetap or any other product candidates. If we are unable to raise capital when needed or on attractive terms, we could be forced to delay, reduce or eliminate our research and development programs or any future commercialization effortsNew
- 06Raising additional capital may cause dilution to our stockholders, restrict our operations, or require us to relinquish rights to our technologies or product candidates
- 07We have limited operating history and no history of commercializing pharmaceutical products
- 08Our ability to use our tax net operating losses is uncertain
- 09Inflation could adversely affect our business and results of operations28% rewritten
- 10Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price
Risks Related to Development, Clinical Testing, Manufacturing and Regulatory Approval
- 11We are heavily dependent on the success of buntanetap, our most advanced product candidate, which is still under clinical development, and if this drug does not receive regulatory approval or is not successfully commercialized, our business will be materially harmed
- 12If we are not successful in discovering, developing and commercializing additional product candidates, our ability to expand our business and achieve our strategic objectives would be impaired
- 13Business disruptions could harm our ability to complete or could materially delay our clinical trials, as well as cause disruptions to the FDA and other governmental authorities
- 14Clinical trials are expensive, time-consuming and difficult to design and implement, and involve an uncertain outcome
- 15The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time-consuming and inherently unpredictable, and if we are ultimately unable to obtain regulatory approval for buntanetap or any other product candidates, our business will be substantially harmed
- 16Changes in methods of product candidate manufacturing or formulation may result in additional costs or delay
- 17We may develop buntanetap and future product candidates for use in combination with other therapies, which could expose us to additional regulatory risks
- 18Enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside our control
- 19Results of preclinical studies, early clinical trials or analyses may not be indicative of results obtained in later trials40% rewritten
- 20the conclusions reached, our ability to obtain approval for, and commercialize, product candidates may be harmed, which could significantly harm our business prospectsNew
- 21Our product candidates may cause serious adverse events or undesirable side effects, which may delay or prevent marketing approval, or, if approved, require them to be taken off the market, require them to include safety warnings or otherwise limit their sales
- 22The market opportunities for buntanetap or any other product candidates, if approved, may be smaller than we anticipate, which could adversely affect our business, financial condition and results of operations
- 23We have never obtained marketing approval for a product candidate, and we may be unable to obtain, or may be delayed in obtaining, marketing approval for any of our product candidates. Further, even if marketing approval is obtained, we have no experience as a company in commercializing products
- 24Even if we obtain FDA approval for buntanetap or any other product candidates in the United States, we may never obtain approval for or commercialize buntanetap or any other product candidates in any other jurisdiction, which would limit our ability to realize their full market potential
- 25Even if we obtain regulatory approval for buntanetap or any product candidates, we will still face extensive and ongoing regulatory requirements and obligations and any product candidates, if approved, may face future development and regulatory difficulties
- 26The FDA and other regulatory agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses
- 27We may seek a Breakthrough Therapy designation for buntanetap from the FDA in PD and AD. However, we might not receive such designation, and even if we do, such designation may not lead to a faster development or regulatory review or approval process
- 28Potential product liability lawsuits against us could cause us to incur substantial liabilities and limit, delay or cease commercialization of any products that we may develop
- 29Our insurance policies are expensive and only protect us from some business risks, which will leave us exposed to significant uninsured liabilities
Risks Related to Commercialization
- 30We face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively
- 31Even if buntanetap or any product candidate we develop receives marketing approval, it may fail to achieve market acceptance by physicians, patients, third-party payors or others in the medical community necessary for commercial success, which would adversely affect our business
- 32If we are unable to establish sales, marketing and distribution capabilities, we may not be successful in commercializing buntanetap, if approved
- 33A variety of risks associated with operating internationally could materially adversely affect our business
Risks Related to Our Dependence on Third Parties
- 34terminate or refuse to renew their agreement at a time that is costly or otherwise inconvenient for us. If we were unable to find an adequate CMO or another acceptable solution in time, our clinical trials could be delayed, or our commercial activities could be harmedNew
- 35We currently rely and in the future intend to rely on third parties to conduct, supervise and monitor our clinical trials. If those third parties do not successfully carry out their contractual duties, or if they perform in an unsatisfactory manner, it may harm our business61% rewritten
- 36commercialize any product candidate that we develop. As a result, our financial results and the commercial prospects for any product candidate that we develop would be harmed, our costs could increase, and our ability to generate revenue could be delayedNew
Risks Related to Healthcare Laws and Other Legal Compliance Matters
- 37Enacted and future healthcare legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our product candidates, if approved, and may affect the prices we may set
- 38Since its enactment, there have been judicial and Congressional challenges to certain aspects of the ACA, and we expect there may be additional challenges and amendments to the ACA in the future. It is uncertain the extent to which any such changes may impact our business or financial condition
- 39Our business operations and current and future relationships with investigators, healthcare professionals, consultants, third-party payors, patient organizations, and customers will be subject to applicable healthcare regulatory laws, which could expose us to penalties
- 40Any clinical trial programs we conduct or research collaborations we enter into in the EEA may subject us to the General Data Protection Regulation
- 41We are subject to environmental, health and safety laws and regulations, and we may become exposed to liability and substantial expenses in connection with environmental compliance or remediation activities
- 42Recent U.S. tax legislation may materially adversely affect our financial condition, results of operations and cash flows
Risks Related to Our Intellectual Property
- 43If we are unable to obtain additional patent protection to prolong the patent life of our product candidates, we may not be able to continue development of our product candidates95% rewritten
- 44product candidates, and threaten our ability to commercialize future product candidates. Any such outcome could have a materially adverse effect on our business, and our company could cease to existNew
- 45International (PCT) application and a U.S. nonprovisional patent application directed to treatment of neurodegenerative diseases and other diseases via administration of this combinationNew
- 46We may be subject to claims challenging the inventorship of our patents and other intellectual property
- 47We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope, or expiration of a third-party patent, which might adversely affect our ability to develop, manufacture and market our product candidates
- 48Changes in patent laws or patent jurisprudence could diminish the value of patents in general, thereby impairing our ability to protect our product candidates
- 49Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements
- 50We enjoy only limited geographical protection with respect to certain patents, and we may not be able to protect our intellectual property rights throughout the world
- 51If we do not obtain patent term extension in the United States under the Hatch-Waxman Act and under similar legislation in foreign countries, thereby potentially extending the term of marketing exclusivity for our product candidates, our business may be materially harmed
- 52obtain approval to market competing products sooner. As a result, our revenue from applicable products could be reduced, possibly materially
- 53Intellectual property rights do not address all potential threats to our competitive advantage
- 54We have not yet registered our trademarks in the United States or other jurisdictions. Failure to secure such registrations could adversely affect our business
- 55If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest, and our business may be adversely affected
- 56We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of their former employers or other third parties or claims asserting ownership of what we regard as our own intellectual property
- 57Our proprietary information may be lost, or we may suffer security breaches
Risks Related to Our Employees, Managing Our Growth and Our Operations
- 58Our future success depends on our ability to retain our key personnel and to attract, retain and motivate qualified personnel
- 59We expect to expand our development, regulatory, and sales and marketing capabilities, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations
- 60We may engage in acquisitions that could disrupt our business, cause dilution to our stockholders or reduce our financial resources
- 61We may seek to enter into collaborations, license agreements and other similar arrangements in the future, and may not be successful in doing so
- 62Our business and operations would suffer in the event of failures involving our information technology systems, or those of any of our service providers
- 63Disruption, failure or cybersecurity breaches affecting or targeting computers and infrastructure used by us or our business partners may adversely impact our business and operations
Risks Related to Our Common Stock
- 64The market price of our common stock has been volatile and fluctuated substantially in the past and may continue to experience volatility and substantial fluctuations in the future, which could result in substantial losses for purchasers of our common stock
- 65Our failure to regain the NYSE’s continued listing requirements could result in a delisting of our common stock60% rewritten
- 66We have been subject to securities class action litigation in the past and could be subject to such litigation in the future
- 67Our directors, executive officers and certain stockholders own a significant percentage of our common stock and, if they choose to act together, will be able to exert significant control over matters subject to stockholder approval
- 68If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our common stock, our stock price and trading volume could decline
- 69Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capital appreciation, if any, will be the sole source of gain for our stockholders
- 70We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives and corporate governance practices
- 71We are an “smaller reporting company,” and the reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors88% rewritten
- 72Provisions in our restated certificate of incorporation and amended and restated bylaws and under Delaware law could make an acquisition of our company, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management
Other Annovis Bio 10-Ks
- FY2024 10-K risk factors67 risks
Annovis Bio faces substantial going concern doubt due to recurring net losses of $24.6 million in 2024 and limited cash of $10.6 million against $3.9 million in current liabilities.
Filed Mar 21, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.