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2025-10-26
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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 26, 2025
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 x
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. |
Registered Direct Offering
On October 26, 2025 (the “Agreement Date”), Annovis Bio,
Inc. (the “Company”) entered into (i) a Securities Purchase Agreement (the “Purchase Agreement”), with the purchasers
signatory thereto (the “Purchasers”) pursuant to which the Company agreed to issue and sell, in a registered direct offering
(the “Offering”) an aggregate of 597,561 shares of the Company’s common stock, $0.0001 par value per share (the “Common
Stock”) and (ii) Stock Subscription Agreements (the “Subscription Agreements”) with two members of the Board of Directors
of the Company pursuant to which they agree to purchase an aggregate of 1,073,171 shares of Common Stock. An aggregate number of 1,670,732
shares of Common Stock (the “Shares”) will be issued. The offering price of each Share is $2.05 per share. The gross proceeds
to the Company from the Offering are expected to be approximately $3.425 million, before deducting offering expenses payable by the Company.
The Offering is expected to close on or about October 28, 2025 (the
“Closing Date”), 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 a Phase 3 study for Alzheimer’s
disease, and for working capital and general corporate purposes.
The Purchase Agreement and the Subscription Agreements contain 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 Purchase Agreement and the Subscription
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.
Pursuant to the terms of the Purchase Agreement, until November 28,
2025, the Company and our directors and executive officers have agreed not to issue any securities without the consent of the Purchasers
and until October 14, 2026, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed
issuance of any shares of Common Stock or any securities convertible or exercisable or exchangeable for, Common Stock, involving a Variable
Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions.
The Offering was made pursuant to the Company’s effective shelf
registration statement on Form S-3 (File No. 333-276814), which was declared effective on February 12, 2024, and a related base prospectus
and prospectus supplement thereunder dated October 26, 2025 (the “Prospectus Supplement”).
Pursuant to an engagement letter agreement dated October 8, 2025 (the
“Engagement Letter”), the Company engaged the Placement Agent to act as its exclusive placement agent in connection with the
Offering, and agreed to pay the Placement Agent a total cash fee equal to 7.0% of the aggregate gross proceeds from the Offering other
than shares sold to directors and executive officers and to reimburse certain expenses.
Pursuant to the Engagement Letter, the Company also agreed to issue
to the Placement Agent on the Closing Date warrants to purchase up to 83,537 shares of Common Stock (which equals 5.0% of the aggregate
number of shares of Common Stock sold in the Offering) (the “Placement Agent Warrants”). Such Placement Agent Warrants have
a term of five (5) years from the commencement of sales in the Offering, are immediately exercisable and an exercise price equal to $2.5625
per share. The Placement Agent Warrants and the shares of Common Stock issuable upon exercise of the Placement Agent Warrants are also
registered pursuant to the Prospectus Supplement.
The foregoing descriptions of the terms and conditions of the Purchase
Agreement, the Subscription Agreements and the Placement Agent Warrant do not purport to be complete and are qualified in its entirety
by the full text of each of such document, copies of which are attached hereto as Exhibits 10.1, 10.2 and 4.1, respectively, and
incorporate by reference herein.
In connection with the filing of the Prospectus Supplement, the Company
is filing a legal opinion of its counsel, Loeb & Loeb LLP, regarding the validity of the Shares, the Placement Agent Warrant, and
the shares underlying the Placement Agent Warrants being registered, which opinion is attached hereto as Exhibit 5.1 and is incorporated
herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number | Description |
| 4.1 | Form of Placement Agent Warrant |
| 5.1 | Opinion of Loeb & Loeb LLP |
| 10.1 | Securities Purchase Agreement, dated October 26, 2025 |
| 10.2 | Form of Stock Subscription Agreement with Directors |
| 23.1 | Consent of Loeb & Loeb LLP (contained in Exhibit 5.1) |
| 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 28, 2025 |
By: |
/s/ Maria Maccecchini |
| |
|
Name: |
Maria Maccecchini |
| |
|
Title: |
President and Chief Executive Officer |
