Annovis Bio, Inc.

DEF 14A 1 tm2623911-2_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 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

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

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

​

(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):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

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

​

Malvern, PA 19355

September 11, 2026

To our Stockholders:

You are cordially invited to attend a Special Meeting of Stockholders on Wednesday, October 14, 2026, at 10:00 a.m., Eastern Time (the “Special Meeting”) to be held as a telephonic virtual meeting as follows:

Telephone number: +1 813-308-9980

Passcode: 173547

Please refer to the Proxy Statement for detailed information on each of the proposals and the Special Meeting. Your vote is important, and we strongly urge all stockholders to vote their shares. For most items, your shares will not be voted unless you provide voting instructions via telephone, 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 Special Meeting.

Best regards,

​

Malvern, PA 19355

​

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on October 14, 2026

​

To our Stockholders:

NOTICE IS HEREBY GIVEN that you are invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Annovis Bio, Inc. on Wednesday, October 14, 2026 at 10:00 a.m. ET. The Special Meeting will be held telephonically as follows:

Telephone number: +1 813-308-9980

Passcode: 173547

At the Special Meeting, shareholders will vote:

To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 70,000,000 to 140,000,000 and the number of authorized shares of Preferred Stock from 2,000,000 to 10,000,000;

​

To ratify the approval of an amendment (as previously presented to the Company’s 2026 Annual Meeting) to the Company’s Option Plan to increase the number of authorized shares under the Option Plan;

​

To approve an adjournment of the Special Meeting, if necessary to solicit additional proxies; and

​

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

​

Our Board of Directors unanimously recommends that you vote “FOR” the approval of the amendment (Proposal 1), “FOR” the proposal to ratify the amendment to the Company’s Option Plan initially presented at the Annual Meeting (Proposal 2) and “FOR” the approval of an adjournment to the Special Meeting, if necessary to solicit additional proxies in favor of Proposals 1 and 2.

The Board of Directors has fixed September 4, 2026, at the close of business, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting.

By Order of the Board of Directors,

​

Malvern, Pennsylvania

September 11, 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 on any of Proposals 1 – 2, 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.