| Item 4.01 |
Changes in Registrant’s Certifying Accountant. |
Dismissal of Independent Registered Public Accounting Firm
On May 25, 2023, the
Audit Committee (the “Audit Committee”) of the Board of Directors of Annovis Bio, Inc. (the “Company”) dismissed
WithumSmith+Brown PC (“Withum”) as the Company’s independent registered public accounting firm. Withum had served as
the Company’s independent registered public accounting firm from 2019 through the period ended May 25, 2023.
Withum’s audit reports
on the Company’s financial statements as of and for the years ended December 31, 2022 and 2021 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for Withum’s
report for the year ended December 31, 2022, which contained an explanatory paragraph regarding the substantial doubt about the Company’s
ability to continue as a going concern.
During the fiscal years ended
December 31, 2022 and 2021 and the subsequent interim period through May 25, 2023: (1) there were no “disagreements”
(as defined in Item 304(a)(1)(iv) of Regulation S-K) with Withum on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Withum, would have caused
Withum to make reference to the subject matter of such disagreements in connection with its reports on the financial statements
for such periods and (2) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation
S-K), except for the disclosure of the following material weakness in the Company’s internal control over financial reporting as
disclosed in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022:
The Company did not design effective controls and procedures related to the proper classification of research and development expenses,
which impacted the Company’s previously issued condensed financial statements as of and for the three months ended March 31,
2022, three and six months ended June 30, 2022 and three and nine months ended September 30, 2022. Such material weakness resulted
in a restatement of previously issued condensed financial statements as of and for the three months ended March 31, 2022, three and
six months ended June 30, 2022 and three and nine months ended September 30, 2022. This reportable event was discussed among
the Company’s management, the Audit Committee and Withum. Withum has been authorized by the Company to respond fully to the inquiries
of Ernst & Young LLP, the successor accountant.
The Company provided Withum
with a copy of this report prior to its filing with the Securities and Exchange Commission (the “SEC”) and requested that
Withum furnish the Company with a letter addressed to the SEC stating whether Withum agrees with the statements made by the Company in
this report and, if not, stating the respects, if any, in which Withum does not agree with such statements. A copy of the letter from
Withum is filed with this Current Report on Form 8-K as Exhibit 16.1.
Engagement of New Independent Registered Public Accounting Firm
Effective May 25, 2023,
the Audit Committee approved the appointment of Ernst & Young LLP (“EY”) as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2023.
During the Company’s
fiscal years ended December 31, 2022 and 2021, and through May 25, 2023, neither the Company nor anyone acting on its behalf
consulted with EY regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral
advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement”
within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” within the meaning
of Item 304(a)(1)(v) of Regulation S-K.
