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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