UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On November 3, 2026, Annovis Bio, Inc. (the “Company”) held its Special Meeting of Stockholders (the “Special Meeting”) telephonically. At the Special Meeting, among other things, the stockholders of the Company approved 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 (the “Charter Amendment”). The Company filed the Charter Amendment with the Secretary of State of the State of Delaware on November 4, 2026.
The foregoing description is only a summary and is qualified in its entirety by reference to the complete text of the Charter Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Special Meeting, two proposals were submitted to the Company’s stockholders and all matters voted upon were approved with the required votes. The proposals are outlined below and further described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC’) on September 11, 2026, and the supplement thereto filed with the SEC on October 7, 2026.
At the Special Meeting, a total of 28,301,063 shares of the Company’s common stock, or 66.31% of the common stock outstanding as of September 4, 2026, the record date for the Special Meeting, were represented virtually or by proxy.
The following is a brief description of the final voting results for each of the two proposals submitted at the Special Meeting on November 3, 2026:
| 1. | AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION |
Proposal 1: 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 was approved by stockholders by the following vote:
| For | % of Votes Cast | Against | % of Votes Cast | Abstain | Broker Non- Vote | |||||
| 24,084,197 | 85.61% | 4,047,192 | 14.39% | 169,671 | 0 |
| 2. | RATIFICATION OF AMENDMENT TO THE ANNOVIS BIO, INC. 2019 EQUITY INCENTIVE PLAN |
Proposal 2: A proposal 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 was approved by stockholders by the following vote:
| For | % of Votes Cast | Against | % of Votes Cast | Abstain | Broker Non-Vote | |||||
| 12,205,047 | 83.76% | 2,203,711 | 15.12% | 163,518 | 13,728,787 |
As there were sufficient votes present in person or by proxy at the Special Meeting to approve Proposals 1 and 2, Proposal No. 3 (the Adjournment Proposal) was not voted upon at the Special Meeting.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number | Description | |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation of Annovis Bio, Inc. | |
| 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: November 4, 2026 | ||
| By: | /s/ Maria Maccecchini | |
| Name: | Maria Maccecchini | |
| Title: | Chief Executive Officer | |