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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 29, 2026
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 ¨
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. ¨
Item 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 29, 2026, Annovis Bio, Inc. (the “Company”)
received notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that it is no longer in compliance
with the NYSE continued listing standards set forth in Section 802.01B of the NYSE’s Listed Company Manual due to the fact that
the Company’s average market capitalization over a consecutive 30 trading-day period was less than $50 million and, at the same
time, its stockholders’ equity was less than $50 million. The Notice further states that as of October 28, 2026, the Company’s
30 trading-day average market capitalization was approximately $48.4 million and its last reported stockholders’ deficit as of June
30, 2026 was approximately $(4.3) million.
In accordance with NYSE listing requirements,
the Company has notified the NYSE that it will submit a plan within 45 days of the Notice advising the NYSE of definitive action it has
taken, or is taking, to bring it into conformity with Section 802.01B within 9 months of receipt of the Notice. The NYSE will review the Company’s plan and, within 45 days make a determination as to whether the Company has made a reasonable demonstration of its ability to come into
conformity with Section 802.01B within 9 months. If the Company’s plan is not submitted on a timely basis or is not accepted, the
NYSE will initiate delisting proceedings. If the NYSE accepts the Company’s plan, the Company’s common stock will continue
to be listed and traded on the NYSE during the cure period, subject to the Company’s compliance with the plan and other continued
listing standards. The NYSE will review the Company on a semi-annual basis to confirm compliance with the plan. If the Company fails to
comply with the plan or does not meet continued listing standards at the end of the 9-month cure period, it will be subject to the prompt
initiation of NYSE suspension and delisting procedures. The NYSE may take accelerated delisting action in the event the Company’s
common stock trades at levels viewed to be abnormally low. The NYSE generally views trading below a price of $0.10 to be abnormally low.
The Notice has no immediate impact on the listing
of the Company’s common stock, which will continue to be listed and traded on the NYSE during the cure period under the common stock
trading symbol “ANVS”, subject to the Company’s continued compliance with the plan and other listing requirements of
the NYSE. However, the common stock trading symbol will have an added designation of “.BC” to indicate that the status of
the common stock is below criteria with the NYSE continued listing standards. The “.BC” indicator will be removed at such
time as the Company regains compliance.
The Notice does not affect the Company’s
business operations or its reporting obligations with the Securities and Exchange Commission, and it does not conflict with or cause an
event of default under any of the Company’s material debt or other agreements.
Item 7.01 Regulation FD Disclosure
The Company issued a press release announcing
the receipt of the Notice. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated
herein by reference.
The information in this report (including Exhibit
99.1) shall not be deemed to be “filed” for purposes of Section 18, of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into
any registration statement or other document filed under the Securities Act of 1933, as amended or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This report and the furnished press release contains,
and oral statements made from time to time by our representatives may contain, “forward-looking statements.” Forward-looking
statements include statements identified by words such as “could,” “may,” “might,” “will,”
“intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,”
“continues,” “projects” and similar references to future periods, or by the inclusion of forecasts or projections.
Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions, our business, the
economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially
from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from
those in the forward-looking statements include, but are not limited to, the Company’s ability to develop a plan to regain compliance
with the continued listing criteria of the NYSE; the NYSE’s acceptance of such plan; the Company’s ability to execute such
plan and to continue to comply with applicable listing standards within the available cure period; risks arising from the potential suspension
of trading of the Company’s common stock on the NYSE; regional, national or global political, economic, business, competitive, market
and regulatory conditions, and
other factors set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Any forward-looking statement made in this report speaks only as of the date on which it is made. The Company undertakes no obligation
to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
ITEM 9.01 Financial Statements and Exhibits
| Exhibit Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated October 30, 2026 |
| |
|
|
| 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 30, 2026 |
|
| |
By: |
/s/ Maria Maccecchini |
| |
Name: Maria Maccecchini |
| |
Title: Chief Executive Officer |
Exhibit 99.1
ANNOVIS BIO, INC. RECEIVES CONTINUED
LISTING STANDARD NOTICE FROM THE NYSE
MALVERN, PA – October 30, 2026 – Annovis Bio, Inc. (NYSE: ANVS) (“Annovis” or the “Company”), a Phase
3 clinical-stage biotechnology company developing the investigational oral therapy, buntanetap, for neurodegenerative diseases such as
Alzheimer's disease (AD) and Parkinson's disease (PD), today announced that on October 29, 2026, it received notice (the “Notice”)
from the New York Stock Exchange (NYSE) that it is no longer in compliance with the NYSE continued listing standards set forth in Section
802.01B of the NYSE’s Listed Company Manual due to the fact that the Company’s average market capitalization over a
consecutive 30 trading-day period was less than $50 million while its stockholders’ equity was less than $50 million.
The Notice does not affect the Company’s
business operations or its reporting obligations with the Securities and Exchange Commission, and it does not conflict with or cause an
event of default under any of the Company’s material debt or other agreements.
As set forth in the Notice, as of October 28,
2026, the 30 trading-day average market capitalization of the Company was approximately $48.4 million and the Company’s last reported
stockholders’ deficit as of June 30, 2026 was approximately $(4.3) million.
The Company has notified the NYSE that it will
submit a plan within 45 days of the Notice advising the NYSE of definitive action it has taken, or is taking, to bring it into conformity
with Section 802.01B within 9 months of receipt of the Notice. The NYSE will review the Company’s plan and, within 45 days, make
a determination as to whether the Company has made a reasonable demonstration of its ability to come into conformity with Section 802.01B
within 9 months. If the Company’s plan is not submitted on a timely basis or is not accepted, the NYSE will initiate delisting proceedings.
If the NYSE accepts the Company’s plan, the Company’s common stock will continue to be listed and traded on the NYSE during
the cure period, subject to the Company’s compliance with the plan and other continued listing standards. The NYSE will review the
Company on a semi-annual basis to confirm compliance with the plan. If the Company fails to comply with the plan or does not meet continued
listing standards at the end of the 9-month cure period, it will be subject to the prompt initiation of NYSE suspension and delisting
procedures. The NYSE may take accelerated delisting action in the event the Company’s common stock trades at levels viewed to be
abnormally low. The NYSE generally views trading below a price of $0.10 to be abnormally low.
The Notice has no immediate impact on the listing of the Company’s
common stock, which will continue to be “ANVS”, subject to the Company’s continued compliance with the plan and other
listing requirements of the NYSE. However, the common stock trading symbol will have an added designation of “.BC” to indicate
that the status of the common stock is below criteria with the NYSE continued listing standards. The “.BC” indicator will
be removed at such time as the Company regains compliance.
Cautionary Note Regarding Forward-Looking Statements
This press release contains, and oral statements made from time to time by our representatives may contain, “forward-looking statements.”
Forward-looking statements include statements identified by words such as “could,” “may,” “might,”
“will,” “intends,” “plans,” “seeks,” “believes,” “estimates,”
“expects,” “continues,” “projects” and similar references to future periods, or by the inclusion of
forecasts or projections. Forward-looking statements are based on our current expectations and assumptions regarding capital market conditions,
our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they
are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results
may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to
differ materially from those in the forward-looking statements include, but are not limited to, the Company’s ability to develop
a plan to regain compliance with the continued listing criteria of the NYSE; the NYSE’s acceptance of such plan; the Company’s
ability to execute such plan and to continue to comply with applicable listing standards within the available cure period; risks arising
from the potential suspension of trading of the Company’s common stock on the NYSE; regional, national or global political, economic,
business, competitive, market and regulatory conditions, and other factors set forth under “Risk Factors” in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2025. Any forward-looking statement made in this report speaks only as of the date
on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result
of new information, future developments or otherwise.
About Annovis Bio
Headquartered in Malvern, Pennsylvania, Annovis Bio, Inc. (NYSE: ANVS) is a Phase 3 clinical-stage biotechnology company developing treatments
for neurodegenerative diseases such as Alzheimer's disease (AD) and Parkinson's disease (PD). The Company's lead drug candidate, buntanetap
(formerly posiphen), is an investigational once-daily oral therapy that inhibits the translation of multiple neurotoxic proteins, including
APP and amyloid beta, tau, alpha-synuclein, and TDP-43, through a specific RNA-targeting mechanism of action. By addressing the underlying
causes of neurodegeneration, Annovis aims to halt disease progression and improve cognitive and motor functions in patients. For more
information, visit www.annovisbio.com and follow us on LinkedIn, YouTube, and X.
Contact Information:
Annovis Bio Inc.
101 Lindenwood Drive
Suite 225
Malvern, PA 19355
www.annovisbio.com
Investor Contact:
Alexander Morin, Ph.D.
Director, Strategic Communications
Annovis Bio
ir@annovisbio.com
