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): October 26, 2025

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 x

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. x

Item 1.01

Entry into a Material Definitive Agreement.

Registered Direct Offering

On October 26, 2025 (the “Agreement Date”), Annovis Bio, Inc. (the “Company”) entered into (i) a Securities Purchase Agreement (the “Purchase Agreement”), with the purchasers signatory thereto (the “Purchasers”) pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”) an aggregate of 597,561 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) and (ii) Stock Subscription Agreements (the “Subscription Agreements”) with two members of the Board of Directors of the Company pursuant to which they agree to purchase an aggregate of 1,073,171 shares of Common Stock. An aggregate number of 1,670,732 shares of Common Stock (the “Shares”) will be issued. The offering price of each Share is $2.05 per share. The gross proceeds to the Company from the Offering are expected to be approximately $3.425 million, before deducting offering expenses payable by the Company.

The Offering is expected to close on or about October 28, 2025 (the “Closing Date”), 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 Purchase Agreement and the Subscription Agreements contain 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 Purchase Agreement and the Subscription 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.

Pursuant to the terms of the Purchase Agreement, until November 28, 2025, the Company and our directors and executive officers have agreed not to issue any securities without the consent of the Purchasers and until October 14, 2026, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible or exercisable or exchangeable for, Common Stock, involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions.

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 October 26, 2025 (the “Prospectus Supplement”).

Pursuant to an engagement letter agreement dated October 8, 2025 (the “Engagement Letter”), the Company engaged the Placement Agent to act as its exclusive placement agent in connection with the Offering, and agreed to pay the Placement Agent a total cash fee equal to 7.0% of the aggregate gross proceeds from the Offering other than shares sold to directors and executive officers and to reimburse certain expenses.

Pursuant to the Engagement Letter, the Company also agreed to issue to the Placement Agent on the Closing Date warrants to purchase up to 83,537 shares of Common Stock (which equals 5.0% of the aggregate number of shares of Common Stock sold in the Offering) (the “Placement Agent Warrants”). Such Placement Agent Warrants have a term of five (5) years from the commencement of sales in the Offering, are immediately exercisable and an exercise price equal to $2.5625 per share. The Placement Agent Warrants and the shares of Common Stock issuable upon exercise of the Placement Agent Warrants are also registered pursuant to the Prospectus Supplement.

The foregoing descriptions of the terms and conditions of the Purchase Agreement, the Subscription Agreements and the Placement Agent 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, 10.2 and 4.1, respectively, and incorporate by reference herein.

Item 8.01

Other Events.

In connection with the filing of the Prospectus Supplement, the Company is filing a legal opinion of its counsel, Loeb & Loeb LLP, regarding the validity of the Shares, the Placement Agent Warrant, and the shares underlying the Placement Agent Warrants being registered, which opinion is attached hereto as Exhibit 5.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

Exhibit Number

Description

4.1

Form of Placement Agent Warrant

5.1

Opinion of Loeb & Loeb LLP

10.1

Securities Purchase Agreement, dated October 26, 2025

10.2

Form of Stock Subscription Agreement with Directors

23.1

Consent of Loeb & Loeb LLP (contained in Exhibit 5.1)

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: October 28, 2025	By:	/s/ Maria Maccecchini
		Name:	Maria Maccecchini
		Title:	President and Chief Executive Officer

Annovis Bio, Inc. 8-K