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Annovis Bio (ANVS) launches $10M stock and warrant offering for Phase 3 drug

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Annovis Bio, Inc. is raising approximately $10 million through an underwritten registered direct offering of 5,263,156 shares of common stock and accompanying warrants to buy 5,263,156 additional shares. Each share-and-warrant combination is priced at $1.90, and the warrants have an exercise price of $2.50 per share, becoming exercisable six months after issuance and expiring about five and a half years later.

The company expects the offering to close on or about April 10, 2026, subject to customary conditions, with Canaccord Genuity acting as underwriter and sole bookrunner. Annovis plans to use the net proceeds primarily to continue Phase 3 clinical development of its lead drug candidate buntanetap for Alzheimer’s disease, as well as for working capital and general corporate purposes.

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Insights

Annovis secures $10M equity financing tied to Phase 3 development.

Annovis Bio has structured an underwritten registered direct offering of 5,263,156 shares with matching warrants, targeting gross proceeds of about $10 million. This blend of stock and warrants is a common way for clinical-stage biotechs to fund late-stage trials while attracting investors with upside leverage.

The warrants, exercisable at $2.50 starting six months after issuance and expiring about five and a half years later, add a potential second wave of capital if the program advances. All securities are sold by the company, so existing holders face dilution, but the transaction directly supports a Phase 3 Alzheimer’s study for buntanetap and operating needs.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Gross proceeds $10 million Expected gross proceeds from underwritten offering
Shares offered 5,263,156 shares Common stock in underwritten registered direct offering
Warrants offered 5,263,156 warrants Common stock warrants issued alongside shares
Combined offering price $1.90 per share and warrant Price for each share plus accompanying warrant unit
Warrant exercise price $2.50 per share Exercise price for each warrant share of common stock
Shelf registration number 333-276814 Form S-3 shelf registration statement used for offering
Expected closing date April 10, 2026 Anticipated closing of stock and warrant offering
Warrant term Approximately 5.5 years Warrants expire five and one-half years after issuance
underwritten registered direct offering financial
"the Company agreed to issue and sell, in an underwritten registered direct offering (the “Offering”)"
An underwritten registered direct offering is a way a company raises money by selling newly registered shares or bonds directly to selected investors, with an investment bank agreeing to buy and resell the securities so the company knows it will receive the cash. Think of the bank as a wholesaler that guarantees to take the inventory and find buyers; it speeds the sale but often means the securities are sold at a discount, which can dilute existing shareholders and affect the stock price.
warrants financial
"accompanying common stock warrants to purchase an aggregate of 5,263,156 shares of Common Stock (the “Warrants”)"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
shelf registration statement regulatory
"The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Phase 3 study financial
"for the continued clinical development of the Company’s lead compound Buntanetap in a Phase 3 study for Alzheimer’s disease"
A phase 3 study is the large-scale clinical trial that tests whether a new drug or medical treatment actually works and is safe in a broad group of patients, typically after earlier smaller tests. Investors watch these studies like a final dress rehearsal because their successful completion is often required for regulatory approval and market access; positive or negative results can sharply change a company’s future sales prospects and stock value.
prospectus supplement regulatory
"The offering is being made only by means of a prospectus supplement that forms a part of the registration statement."
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
sole bookrunner financial
"Canaccord Genuity is acting as the sole bookrunner for the offering."
A sole bookrunner is the main organization responsible for managing and coordinating a financial offering, such as selling bonds or shares to investors. They handle tasks like setting the price, finding buyers, and ensuring the process runs smoothly, much like a conductor leading an orchestra. This role matters to investors because it signals who is overseeing the deal and can influence how smoothly the offering proceeds.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

  

FORM 8-K

   

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): April 9, 2026

   

ANNOVIS BIO, INC.

(Exact Name of Registrant as Specified in Charter) 

  

Delaware 001-39202 26-2540421

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

 

101 Lindenwood Drive, Suite 225
Malvern
, PA 19355

(Address of Principal Executive Offices, and Zip Code)

 

(484) 875-3192

Registrant’s Telephone Number, Including Area Code

 

                       Not Applicable                       

(Former Name or Former Address, if Changed Since Last Report) 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, par value $0.0001 per share ANVS New York Stock Exchange

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Underwritten Registered Direct Offering

 

On April 9, 2026, Annovis Bio, Inc. (the “Company”) entered into (i) an Underwriting Agreement (the “Underwriting Agreement”), dated as of April 9, 2026, with Canaccord Genuity LLC, as underwriter (the “Underwriter”), pursuant to which the Company agreed to issue and sell, in an underwritten registered direct offering (the “Offering”) (i) an aggregate of 5,263,156 shares of common stock (the “Shares”), $0.0001 par value per share (the “Common Stock”), of the Company and (ii) accompanying common stock warrants to purchase an aggregate of 5,263,156 shares of Common Stock (the “Warrants” and the shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”). The Warrants are exercisable beginning six months after their issue date, expire five and one-half years from the date of issuance and have an exercise price equal to $2.50 per share of Common Stock. The combined offering price of each Share and accompanying Warrant is $1.90 per share. The gross proceeds to the Company from the Offering are expected to be approximately $10 million, before deducting offering expenses payable by the Company.

 

The Offering is expected to close on or about April 10, 2026, subject to the satisfaction of customary closing conditions. The Company currently plans to use the net proceeds from the Offering, for the continued clinical development of the Company’s lead compound Buntanetap in a Phase 3 study for Alzheimer’s disease, and for working capital and general corporate purposes.

 

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

 

The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-276814), which was declared effective on February 12, 2024, and a related base prospectus and prospectus supplement thereunder dated April 9, 2026.

 

The legal opinion of Loeb & Loeb LLP relating to the Shares, Warrants and Warrant Shares is filed herewith as Exhibit 5.1.

 

 

 

 

The foregoing descriptions of the terms and conditions of the Undewriting Agreementand the Warrant do not purport to be complete and are qualified in its entirety by the full text of each of such document, copies of which are attached hereto as Exhibits 10.1 and 4.1, respectively, and incorporate by reference herein.

 

Item 7.01 Regulation FD Disclosure

 

On April 9, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit Number Description
   
4.1 Form of Warrant
   
5.1 Opinion of Loeb & Loeb LLP
   
10.1 Underwriting Agreement
   
23.1 Consent of Loeb & Loeb LLP (contained in Exhibit 5.1)
   
99.1 Press Release, dated April 9, 2026
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ANNOVIS BIO, INC.
   
Date: April 9, 2026 By: /s/ Maria Maccecchini
    Name: Maria Maccecchini
    Title: President and Chief Executive Officer

 

 

 

Exhibit 99.1

 

Annovis Announces $10 Million Underwritten Offering of Common Stock and Accompanying Warrants

 

MALVERN, Pa., April 9, 2026 -- Annovis Bio, Inc. (NYSE: ANVS) (“Annovis” or the “Company”), a Phase 3 clinical-stage biotechnology company developing the investigational oral therapy, buntanetap, for neurodegenerative diseases such as Alzheimer's disease (AD) and Parkinson's disease (PD), today announced the pricing of an underwritten offering of 5,263,156 shares of its common stock, together with accompanying warrants to purchase up to 5,263,156 shares of common stock. The combined offering price of each share of common stock and accompanying warrant is $1.90. Each warrant will be exercisable for one share of common stock at an exercise price of $2.50 per share of common stock, will be exercisable commencing six months following the issue date and will expire five years and 6 months after the date of issuance.

 

All of the shares of common stock and the accompanying warrants are being offered by Annovis. The shares of common stock and the accompanying warrants will be issued separately but can only be purchased together in the offering.

 

Before deducting the underwriting discounts and commissions and other offering expenses, Annovis expects to receive total gross proceeds of approximately $10 million, excluding potential proceeds from the exercise of the warrants. The offering is expected to close on or about April 10, 2026, subject to the satisfaction of customary closing conditions.

 

Canaccord Genuity is acting as the sole bookrunner for the offering.

 

Annovis intends to use the net proceeds from the offering for the continued clinical development of its lead compound buntanetap in a Phase 3 study for Alzheimer’s disease, and for working capital and general corporate purposes. The shares and accompanying warrants are being offered by Annovis pursuant to a shelf registration statement on Form S-3 (Registration No. 333-276814), including a base prospectus, previously filed with the Securities and Exchange Commission (SEC) on February 1, 2024 and declared effective by the SEC on February 12, 2024. The offering is being made only by means of a prospectus supplement that forms a part of the registration statement. A prospectus supplement and an accompanying base prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus supplement and accompanying base prospectus may also be obtained, when available, by contacting Canaccord Genuity LLC, Attention: Syndication Department, One Post Office Square, 30th Floor, Boston, Massachusetts 02109, or by email at prospectus@cgf.com.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that state or jurisdiction.

 

 

 

About Annovis

 

Headquartered in Malvern, Pennsylvania, Annovis Bio, Inc. (NYSE: ANVS) is a Phase 3 clinical-stage biotechnology company developing treatments for neurodegenerative diseases such as Alzheimer's disease (AD) and Parkinson's disease (PD). The Company's lead drug candidate, buntanetap (formerly posiphen), is an investigational once-daily oral therapy that inhibits the translation of multiple neurotoxic proteins, including APP and amyloid beta, tau, alpha-synuclein, and TDP-43, through a specific RNA-targeting mechanism of action. By addressing the underlying causes of neurodegeneration, Annovis aims to halt disease progression and improve cognitive and motor functions in patients. For more information, visit www.annovisbio.com and follow us on LinkedIn, YouTube, and X.

 

Forward-Looking Statements

 

This press release contains forward-looking statements under the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the consummation of the offering, the satisfaction of closing conditions and the use of proceeds from the offering. Actual results may differ due to various risks and uncertainties, including those outlined in the Company’s SEC filings under “Risk Factors” in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update forward-looking statements except as required by law.

 

 

Contact Information:

 

Annovis Bio Inc.

101 Lindenwood Drive

Suite 225

Malvern, PA 19355

www.annovisbio.com

 

Investor Contact:

Alexander Morin, Ph.D.

Director, Strategic Communications

Annovis Bio

ir@annovisbio.com

 

 

FAQ

What did Annovis Bio (ANVS) announce in its latest 8-K?

Annovis Bio announced an underwritten registered direct offering of 5,263,156 common shares with accompanying warrants, targeting approximately $10 million in gross proceeds. The financing supports Phase 3 development of buntanetap for Alzheimer’s disease and general working capital needs.

How large is Annovis Bio’s new stock and warrant offering?

The offering covers 5,263,156 shares of common stock with accompanying warrants to purchase up to 5,263,156 additional shares, for expected gross proceeds of about $10 million. Each share-and-warrant unit is priced at $1.90 before underwriting discounts and expenses.

What are the key terms of the Annovis Bio (ANVS) warrants?

Each warrant allows the holder to buy one share of Annovis common stock at an exercise price of $2.50 per share. The warrants become exercisable six months after issuance and will expire approximately five and a half years after the date of issuance.

How will Annovis Bio use the proceeds from this offering?

Annovis Bio intends to use the net proceeds primarily to continue Phase 3 clinical development of its lead compound buntanetap for Alzheimer’s disease. Remaining funds are earmarked for working capital and general corporate purposes supporting ongoing operations.

Who is underwriting Annovis Bio’s $10 million offering?

Canaccord Genuity LLC is acting as the underwriter and sole bookrunner for Annovis Bio’s underwritten offering. The transaction is being conducted under the company’s effective Form S-3 shelf registration statement and a related prospectus supplement filed with the SEC.

When is Annovis Bio’s new offering expected to close?

The company expects the offering of common stock and accompanying warrants to close on or about April 10, 2026. Completion of the transaction is subject to the satisfaction of customary closing conditions detailed in the underwriting agreement.

Filing Exhibits & Attachments

7 documents