Annovis Bio raises $21M in public offering

Item 1.01

Entry into a Material Definitive Agreement.

Warrant, less the $0.0001 per share exercise price of each Pre-Funded Warrant. Each Accompanying Warrant will be exercisable for one share of Common Stock at an exercise price of $1.00 per share of Common Stock, will be exercisable immediately upon issuance and will expire five years after the date of issuance.⁵ The Pre-Funded Warrants will be exercisable immediately upon issuance and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The gross proceeds to the Company from the Offering are expected to be approximately $21.0 million, before deducting underwriting discounts and commissions and offering expenses payable by the Company.⁶

A holder will not have the right to exercise any portion of the Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the applicable Warrants. However, upon notice from the holder to the Company, the holder may increase the beneficial ownership limitation, which may not exceed 19.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the applicable Warrants, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company.

One of the Company's directors is participating in the Offering. Such director is purchasing an aggregate of 5,000,000 Shares and Accompanying Warrants, for an aggregate purchase price of $5,000,000.^{8 8}The purchase price per Share and Accompanying Warrant for such Company insider is the same as being paid by other investors⁸ in the Offering.

The Offering is expected to close on or about⁷

November 6, 2026, subject to the satisfaction of customary closing conditions.⁷ 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 clinical studies for Alzheimer's disease and Parkinson's disease, and for working capital and general corporate purposes.⁹

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, as amended (File No. 333-276814), which was declared effective on February 12, 2024¹¹, and a related base prospectus and prospectus supplement thereunder dated November 5, 2026.

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

2

The foregoing descriptions of the terms and conditions of the Underwriting Agreement, the Accompanying Warrant and the Pre-Funded Warrant do not purport to be complete and are qualified in their entirety by the full text of each such document, copies of which are attached hereto as Exhibits 10.1, 4.1 and 4.2, respectively, and incorporated by reference herein.

Item 7.01

Regulation FD Disclosure

On November 4, 2026, the Company issued a press release announcing the launch of the Offering.^{10 10}On November 5, 2026, the Company issued a press release announcing the pricing of the Offering.¹⁰

Copies of the press releases are furnished as Exhibits 99.1 and 99.2¹⁰ to this Current Report on Form 8-K and are 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 Accompanying Warrant

4.2

Form of Pre-Funded 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 November 4,

2026

99.2

Press Release, dated

November 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: November 5, 2026

By:

/s/ Maria Maccecchini

Name: Maria Maccecchini

Title: Chief Executive Officer

Annovis

Announces Launch of Proposed Public Offering

MALVERN, Pa. , November 4, 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 a proposed underwritten public offering in which it intends to offer and sell (i) shares of its common stock or, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase shares of its common stock, and (ii) accompanying warrants to purchase shares of common stock. The shares of common stock (or pre-funded warrants in lieu thereof) and the accompanying warrants will be issued separately but can only be purchased together in the proposed offering. All of the securities in the proposed offering will be offered by Annovis. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

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

Annovis intends to use the net proceeds from the offering for the continued clinical development of its lead compound buntanetap in clinical studies for Alzheimer's disease

(AD) and Parkinson's disease (PD), and for working capital and general corporate purposes.

The securities described above are being offered by Annovis pursuant to an effective shelf registration statement on Form S-3, as amended (No. 333-276814), initially filed with the Securities and Exchange Commission (SEC) on February 1, 2024 and declared effective by the SEC on February 12, 2024. A preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to this offering may be obtained from: Canaccord Genuity LLC, Attention:

Syndication Department, One Post Office Square, 30th Floor, Boston, Massachusetts 02109, or by email at prospectus@cgf.com . Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the SEC's website at http://www.sec.gov.

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