Annovis Bio prices offering, expects about $21M gross
The approximately $21.0 million in expected gross proceeds excludes potential proceeds from later exercises of the accompanying warrants.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Annovis Bio, Inc. priced a public offering of 19,000,000 common shares and, for certain investors instead of common stock, pre-funded warrants to purchase up to 2,000,000 shares, with accompanying warrants to purchase up to 21,000,000 shares. Each common share with an accompanying warrant is priced at $1.00; each one-share pre-funded warrant with an accompanying warrant is priced at $0.9999. Pre-funded warrants have a $0.0001-per-share exercise price. Accompanying warrants are exercisable immediately at $1.00 per share and expire five years after issuance.
The company expects approximately $21.0 million in gross proceeds before underwriting discounts, commissions and offering expenses, excluding potential proceeds from warrant exercises. Net proceeds are planned for continued buntanetap clinical development in Alzheimer’s and Parkinson’s disease studies, working capital and general corporate purposes. Closing is expected on or about November 6, 2026, subject to customary closing conditions. A director is purchasing 5,000,000 shares and accompanying warrants for $5,000,000 at the same package price as other investors.
Filing Explained
The warrants have holder-level exercise limits: exercise is blocked if it would put a holder and affiliates above 4.99% ownership (or 9.99% if elected). A holder can raise the limit by notice, but the increase takes effect only after 61 days and is capped at 19.99% (or 9.99%, if elected).
8-K Event Classification
Key Figures
Key Terms
Pre-Funded Warrants technical
Accompanying Warrants technical
beneficial ownership limitation regulatory
gross proceeds financial
shelf registration statement regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much does Annovis Bio (ANVS) expect to raise in the offering?
What warrants are included in the Annovis Bio (ANVS) offering?
When is the Annovis Bio (ANVS) offering expected to close?
What are the ownership limits for Annovis Bio (ANVS) warrants?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date
of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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(Address of Principal Executive Offices, and Zip Code)
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Registrant’s Telephone Number, Including Area Code
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(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 |
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 1.01 | Entry into a Material Definitive Agreement. |
On November 5, 2026, Annovis Bio, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”), dated as of November 5, 2026, with Canaccord Genuity LLC, as underwriter (the “Underwriter”), pursuant to which the Company agreed to issue and sell, in a public offering (the “Offering”) (i) an aggregate of 19,000,000 shares of common stock (the “Shares”), $0.0001 par value per share (the “Common Stock”), of the Company and, in lieu of Common Stock to certain investors, pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 2,000,000 shares of Common Stock, and (ii) accompanying warrants to purchase up to 21,000,000 shares of Common Stock (the “Accompanying Warrants” and together with the Pre-Funded Warrants, the “Warrants” and the shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”). The combined offering price of each Share and Accompanying Warrant is $1.00, and the combined offering price of each Pre-Funded Warrant to purchase one share of Common Stock and Accompanying Warrant is $0.9999, which equals the combined offering price per Share and Accompanying Warrant, less the $0.0001 per share exercise price of each Pre-Funded Warrant. Each Accompanying Warrant will be exercisable for one share of Common Stock at an exercise price of $1.00 per share of Common Stock, will be exercisable immediately upon issuance and will expire five years after the date of issuance. The Pre-Funded Warrants will be exercisable immediately upon issuance and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The gross proceeds to the Company from the Offering are expected to be approximately $21.0 million, before deducting underwriting discounts and commissions and offering expenses payable by the Company.
A holder will not have the right to exercise any portion of the Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the applicable Warrants. However, upon notice from the holder to the Company, the holder may increase the beneficial ownership limitation, which may not exceed 19.99% (or, at the election of the holder, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the applicable Warrants, provided that any increase in the beneficial ownership limitation will not take effect until 61 days following notice to the Company.
One of the Company’s directors is participating in the Offering. Such director is purchasing an aggregate of 5,000,000 Shares and Accompanying Warrants, for an aggregate purchase price of $5,000,000. The purchase price per Share and Accompanying Warrant for such Company insider is the same as being paid by other investors in the Offering.
The Offering is expected to close on or about November 6, 2026, subject to the satisfaction of customary closing conditions. The Company currently plans to use the net proceeds from the Offering for the continued clinical development of the Company’s lead compound Buntanetap in clinical studies for Alzheimer’s disease and Parkinson’s disease, and for working capital and general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3, as amended (File No. 333-276814), which was declared effective on February 12, 2024, and a related base prospectus and prospectus supplement thereunder dated November 5, 2026.
The legal opinion of Loeb & Loeb LLP relating to the Shares, Warrants and Warrant Shares is filed herewith as Exhibit 5.1.
| 2 |
The foregoing descriptions of the terms and conditions of the Underwriting Agreement, the Accompanying Warrant and the Pre-Funded Warrant do not purport to be complete and are qualified in their entirety by the full text of each such document, copies of which are attached hereto as Exhibits 10.1, 4.1 and 4.2, respectively, and incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure |
On November 4, 2026, the Company issued a press release announcing the launch of the Offering. On November 5, 2026, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated by reference herein.
The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number | Description | |
| 4.1 | Form of Accompanying Warrant | |
| 4.2 | Form of Pre-Funded Warrant | |
| 5.1 | Opinion of Loeb & Loeb LLP | |
| 10.1 | Underwriting Agreement | |
| 23.1 | Consent of Loeb & Loeb LLP (contained in Exhibit 5.1) | |
| 99.1 | Press Release, dated November 4, 2026 | |
| 99.2 | Press Release, dated November 5, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 3 |
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: November 5, 2026 | ||
| By: | /s/ Maria Maccecchini | |
| Name: Maria Maccecchini | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
Annovis Announces Launch of Proposed Public Offering
MALVERN, Pa., November 4, 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 a proposed underwritten public offering in which it intends to offer and sell (i) shares of its common stock or, in lieu of common stock to certain investors that so choose, pre-funded warrants to purchase shares of its common stock, and (ii) accompanying warrants to purchase shares of common stock. The shares of common stock (or pre-funded warrants in lieu thereof) and the accompanying warrants will be issued separately but can only be purchased together in the proposed offering. All of the securities in the proposed offering will be offered by Annovis. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Canaccord Genuity is acting as the sole bookrunner in the offering.
Annovis intends to use the net proceeds from the offering for the continued clinical development of its lead compound buntanetap in clinical studies for Alzheimer’s disease (AD) and Parkinson’s disease (PD), and for working capital and general corporate purposes.
The securities described above are being offered by Annovis pursuant to an effective shelf registration statement on Form S-3, as amended (No. 333-276814), initially filed with the Securities and Exchange Commission (SEC) on February 1, 2024 and declared effective by the SEC on February 12, 2024. A preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to this offering may be obtained from: Canaccord Genuity LLC, Attention: Syndication Department, One Post Office Square, 30th Floor, Boston, Massachusetts 02109, or by email at prospectus@cgf.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the SEC’s website at http://www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or other jurisdiction.
About Annovis
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.
Forward-Looking Statements
This press release contains forward-looking statements under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the consummation of the offering, the satisfaction of closing conditions and the intended use of proceeds from the offering. Actual results may differ due to various risks and uncertainties, including those outlined in the Company’s SEC filings under “Risk Factors” in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update forward-looking statements except as required by law.
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
Exhibit 99.2
Annovis Announces Pricing of $21.0 Million Public Offering
MALVERN, Pa., November 5, 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 the pricing of an underwritten public offering of (i) 19,000,000 shares of its common stock and, in lieu of common stock to certain investors that so chose, pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,000,000 shares of its common stock, and (ii) accompanying warrants to purchase up to 21,000,000 shares of common stock. The combined offering price of each share of common stock and accompanying warrant is $1.00, and the combined offering price of each Pre-Funded Warrant to purchase one share of common stock and accompanying warrant is $0.9999, which equals the combined offering price per share of common stock and accompanying warrant, less the $0.0001 per share exercise price of each Pre-Funded Warrant. Each accompanying warrant will be exercisable for one share of common stock at an exercise price of $1.00 per share of common stock, will be exercisable immediately upon issuance and will expire five years after the date of issuance. The Pre-Funded Warrants will be exercisable immediately upon issuance and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.
All of the shares of common stock, Pre-Funded Warrants and the accompanying warrants are being offered by Annovis. The shares of common stock (or Pre-Funded Warrants in lieu thereof) and the accompanying warrant will be issued separately but can only be purchased together in the offering.
Before deducting the underwriting discounts and commissions and other offering expenses, Annovis expects to receive total gross proceeds of approximately $21.0 million, excluding potential proceeds from the exercise of the accompanying warrants. The offering is expected to close on or about November 6, 2026, subject to the satisfaction of customary closing conditions.
Canaccord Genuity is acting as the sole bookrunner in the offering.
Annovis intends to use the net proceeds from the offering for the continued clinical development of its lead compound buntanetap in clinical studies for Alzheimer’s disease (AD) and Parkinson’s disease (PD) and for working capital and general corporate purposes.
The securities described above are being offered by Annovis pursuant to an effective shelf registration statement on Form S-3, as amended (No. 333-276814), initially filed with the Securities and Exchange Commission (SEC) on February 1, 2024 and declared effective by the SEC on February 12, 2024. A final prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the SEC. When available, copies of the final prospectus supplement and the accompanying prospectus relating to this offering may be obtained from: Canaccord Genuity LLC, Attention: Syndication Department, One Post Office Square, 30th Floor, Boston, Massachusetts 02109, or by email at prospectus@cgf.com. Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the SEC’s website at http://www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or other jurisdiction.
About Annovis
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.
Forward-Looking Statements
This press release contains forward-looking statements under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the consummation of the offering, the satisfaction of closing conditions and the intended use of proceeds from the offering. Actual results may differ due to various risks and uncertainties, including those outlined in the Company’s SEC filings under “Risk Factors” in its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update forward-looking statements except as required by law.
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