Annovis Bio, Inc.

DEF 14A 1 tm252538d1_def14a.htm DEF 14A

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

**Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a Party other than the Registrant¨

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Malvern, PA 19355

April 30, 2025

To our Stockholders:

You are cordially invited to attend our 2025 Annual Meeting of Stockholders on Tuesday, June 17, 2025, at 10:00 a.m., Eastern Time (the “Annual Meeting”) to be held as a virtual meeting at https://web.viewproxy.com/AnnovisBio/2025.

If you attend the Annual Meeting, you will be able to vote and submit questions during the meeting by using the Virtual Control Number we have provided to you with the Notice of Internet Availability of Proxy Materials. We are pleased to furnish proxy materials to stockholders primarily over the Internet. We will commence mailing to our stockholders on or about May 2, 2025, a Notice of Internet Availability of Proxy Materials containing instructions on how to access the electronic copies of our 2025 Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report”) and how to vote online. Internet distribution of our proxy materials expedites receipt by stockholders, lowers the cost of the Annual Meeting, and conserves natural resources. However, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you choose to receive your Annual Meeting materials by mail, the notice of the Annual Meeting, Proxy Statement, the Annual Report and proxy card from our Board of Directors will be enclosed.

Please refer to the Proxy Statement for detailed information on each of the proposals and the Annual Meeting. Your vote is important, and we strongly urge all stockholders to vote their shares. For most items, including the election of directors, your shares will not be voted unless you provide voting instructions via the Internet or by returning a proxy card or voting instruction card. We encourage you to vote promptly, even if you plan to attend the Annual Meeting.

Best regards,

/s/ Maria Maccecchini

Maria Maccecchini,

President and Chief Executive Officer

Malvern, PA 19355

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 17, 2025

To our Stockholders:

NOTICE IS HEREBY GIVEN that you are invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Annovis Bio, Inc. on Tuesday, June 17, 2025, at 10:00 a.m., ET. This year’s Annual Meeting will be held virtually at https://web.viewproxy.com/AnnovisBio/2025.

At the Annual Meeting, shareholders will vote:

Our Board of Directors unanimously recommends that you vote “FOR” the election of all of the director nominees (Proposal 1) and “FOR” the proposal to ratify Ernst & Young LLPas our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 2).

The Board of Directors has fixed April 28, 2025, at the close of business, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

In accordance with Securities and Exchange Commission rules, we are furnishing these proxy materials and our 2024 Annual Report on Form 10-K via the Internet. On or about May 2, 2025, we mailed to stockholders as of the record date a notice with instructions on how to access our Annual Meeting materials and how to vote via the Internet, by mail or telephone.

By Order of the Board of Directors,

/s/ Maria Maccecchini

Maria Maccecchini,

President and Chief Executive Officer

Malvern, Pennsylvania

April 30, 2025

YOUR VOTE IS IMPORTANT

If your shares are held in a brokerage account or by another nominee record holder, please be sure to mark your voting choices on the voting instruction card that accompanies this Proxy Statement. If you fail to specify your voting instructions for the election of directors, your shares will not be voted in the election of directors due to rules applicable to broker voting, or we may incur additional costs to solicit votes.

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Malvern, Pennsylvania 19355