Annovis Bio, Inc.

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 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Malvern, PA 19355

April 30, 2026

To our Stockholders:

You are cordially invited to attend our 2026 Annual Meeting of Stockholders on Wednesday, June 17, 2026, at 10:00 a.m., Eastern Daylight Time (the “Annual Meeting”) to be held as a virtual meeting at www.web.viewproxy.com/AnnovisBio/2026.

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 4, 2026, a Notice of Internet Availability of Proxy Materials containing instructions on how to access the electronic copies of our 2026 Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (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,

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Malvern, PA 19355

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held June 17, 2026

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To our Stockholders:

NOTICE IS HEREBY GIVEN that you are invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Annovis Bio, Inc. on Wednesday, June 17, 2026, at 10:00 a.m., ET. This year’s Annual Meeting will be held virtually at www.web.viewproxy.com/Annovisbio/2026.

At the Annual Meeting, shareholders will vote:

To elect the five director nominees named in the accompanying Proxy Statement;

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To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

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To approve an amendment to the Annovis Bio, Inc. 2019 Equity Incentive Plan (the “Option Plan”);

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To approve an advisory (non-binding) proposal on our executive compensation;

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To approve an advisory (non-binding) proposal regarding the frequency with which stockholders should vote on our executive compensation; and

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To transact such other business as may properly be brought before the Annual Meeting or any adjournment or postponement thereof.

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Our Board of Directors unanimously recommends that you vote “FOR” the election of all of the director nominees (Proposal 1), “FOR” the proposal to ratify Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2), “FOR” approval of the amendment to our Option Plan (Proposal 3); “FOR” approval of the advisory (non-binding) proposal regarding our executive compensation; (Proposal 4) and “FOR” having the advisory (non-binding) vote on executive compensation occur every two years (Proposal 5).

The Board of Directors has fixed April 28, 2026, 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 2025 Annual Report on Form 10-K via the Internet. On or about May 4, 2026, we will commence mailing 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,

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Malvern, Pennsylvania

April 30, 2026

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 or any of Proposals 3 – 5, your shares will not be voted on these matters due to rules applicable to broker voting, or we may incur additional costs to solicit votes.