CASSAVA SCIENCES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Schedule 14a of the Securities

Exchange Act Of 1934

Filed by the Registrant ☑

Filed by a party other than the Registrant ☐

Check the appropriate box:

Cassava Sciences, Inc. (Name of Registrant as Specified in its Charter)

Not Applicable (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

I am pleased to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Cassava Sciences, Inc., which will be held virtually via webcast on Friday, May 23, 2025 at 10:00 a.m. Central Time. Broad investor participation is valued and encouraged.

You will notice a few important changes in our proxy statement this year and I’d like to take a moment to explain to you why we think they are important.

As you'll discover in our proxy statement, we are putting forth a proposal to amend the Non-Employee Director Compensation Program to increase director compensation. The compensation currently paid to our directors is not competitive with our peer group or virtually any other public life sciences company. To recruit and retain the highest quality directors with the expertise our company needs, we need to bring our Director compensation up to the average level of our peers.* *To give us the tools that we need to recruit and retain top talent, we are asking you to vote in favor of this proposal (Proposal Two).

The other proposal that we would like you to support is a change in Director classification. The company has historically operated with three separate classes of Directors who are elected to three-year terms. The company has two Class 1 Directors whose terms expire this year and are on the ballot to be re-elected, four Class 2 Directors who terms expire in 2026 and one Class 3 Director whose term would expire in 2027. This is known as a "staggered board" and institutional governance departments generally frown on such structures because they believe they are unfriendly to shareholders. We agree. While we believe it is important to maintain institutional knowledge on a company’s Board of Directors, we think that can be accomplished by having 2 classes of Directors who serve two-year terms.We believe it is in the best interest of shareholders to change this now and shrink our current class structure from 3 classes to 2.

However, our three-class structure is written into our corporate charter and any action that would amend our corporate charter would require a two-thirds majority of all shares outstanding to vote in favor of such a change. We understand that it could be remarkably difficult to get more than 32 million votes to change the corporate charter - especially since our shareholder base is fragmented with few large institutions holding large equity stakes in our company - but we strongly believe thatsuch a change is in the best interest of shareholders and we are asking you to vote in favor of this proposal. (Proposal Three)

Thank you for your consideration.

On behalf of the Board of Directors of Cassava Sciences, I would like to express my appreciation for your ongoing support of our research and development programs.

Sincerely,

/s/Richard J. Barry

Richard Barry

President, Chief Executive Officer

and Board member

Cassava Sciences, Inc.

6801 North Capital of Texas Highway

Building 1, Suite 300

Austin, TX 78731

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Cassava Sciences, Inc. (“we” or the “Company”), a Delaware corporation, which will be held virtually on Friday, May 23, 2025 at 10:00 a.m., Central Time (the “Annual Meeting”). The webcast for the Annual Meeting is:

meetnow.global/M6YCARY.

The Annual Meeting will be held for the following purposes, as more fully described in the proxy statement accompanying this notice:

Our Board of Directors has fixed the close of business on April 3, 2025 as the record date (“Record Date”) for the Annual Meeting. Only stockholders of record and beneficial owners of shares of our Common Stock as of the close of business on the Record Date are entitled to notice of the Annual Meeting and to vote at the Annual Meeting.

To attend the Annual Meeting, vote your shares electronically and submit questions during the Annual Meeting, please register at meetnow.global/M6YCARY. After registering, you will receive further instructions by email, including a unique link to access the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote as soon as possible.

THE ACCOMPANYING PROXY STATEMENT IS FURNISHED IN CONNECTION WITH THE SOLICITATION OF PROXIES BY THE COMPANY, ON BEHALF OF THE BOARD OF DIRECTORS, FOR THE ANNUAL MEETING. THE PROXY STATEMENT AND THE RELATED PROXY CARD ARE BEING DISTRIBUTED ON OR ABOUT APRIL 17**, 2025. YOU CAN VOTE YOUR SHARES USING ONE OF THE FOLLOWING METHODS:**

● COMPLETE AND RETURN A WRITTEN PROXY CARD

● VOTE BY INTERNET OR TELEPHONE

● VIRTUALLY ATTEND THE ANNUAL MEETING AND VOTE

TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING YOU ARE URGED TO (1) MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PREPAID ENVELOPE ENCLOSED OR (2) VOTE YOUR SHARES BY INTERNET OR TELEPHONE. ANY STOCKHOLDER ATTENDING THE ANNUAL MEETING MAY VOTE VIRTUALLY EVEN IF HE OR SHE HAS RETURNED A PROXY CARD OR HAS VOTED BY INTERNET OR TELEPHONE USING THE INFORMATION ON YOUR PROXY CARD.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 23, 2025: The Company’s Proxy Statement, form of proxy card and Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available free of charge at: https://www.CassavaSciences.com/financial-information/annual-reports.

By Order of the Board of Directors,

/s/ Richard J. Barry

Richard Barry

President, Chief Executive Officer

and Board member

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains “forward-looking statements”. All statements other than statements of present or historical facts contained in this Proxy Statement, including statements anticipating or otherwise relating to our future results of operations and financial position, future results of ongoing clinical trials, business strategy, plans and objectives for future operations, and anticipated events or trends, are forward-looking statements. In some cases, forward-looking statements are identified by terms such as “aim,” “anticipate,” “believe,” “could,” “drive,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “project,” “seek,” “should,” “strategy,” “will” and “would” or the negatives of these terms or other comparable terminology.

The forward-looking statements in this Proxy Statement are based on our beliefs, assumptions and expectations of our future performance, events and developments, based on currently available information and plans. Forward-looking statements involve risks and uncertainties, and our actual results and the timing of events may differ materially from those discussed in the forward-looking statements. Such forward-looking statements include, but are not limited to, those described in “Item 1A. Risk Factors” section of the Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Investors should consider such risks before investing in our Company. Accordingly, you should not place undue reliance upon any forward-looking statements. We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will affect us or our operations in the way we expect.

The forward-looking statements included in this Proxy Statement are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

In addition, statements that “we believe” or similar statements reflecting our beliefs, views, and opinions on the relevant subject are based upon information available to us as of the date of this Annual Report. While we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and involve a number of assumptions and limitations, and you are cautioned not to unduly rely upon these statements.