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Form 8-K Annovis Bio, Inc. For: Jun 17

June 17, 2026 4:51 PM EDT
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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): June 17, 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 5.07Submission of Matters to a Vote of Security Holders.

 

On June 17, 2026, Annovis Bio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. At the Annual Meeting, five 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 on April 30, 2026.

 

At the Annual Meeting, a total of 21,705,113 shares of the Company’s common stock, or 62.65% of the common stock outstanding as of April 28, 2026, the record date for the Annual Meeting, were represented virtually or by proxy.

 

The following is a brief description of the final voting results for each of the five proposals submitted at the Annual Meeting on June 17, 2026:

 

1. Election of Directors

 

All of the following five nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualified.

 

Nominees:  For  Withold  Broker Non-Vote
Michael Hoffman 

8,604,453

 

550,520

 

12,550,140

Maria Maccecchini  8,588,620 

566,353

 

12,550,140

Claudine Bruck 

8,666,606

 

488,367

  12,550,140
Reid McCarthy 

8,591,131

  563,842  12,550,140
Mark White 

8,204,328

 

950,645

  12,550,140

 

2. Ratification of the Company’s Independent Auditors

 

The ratification of the appointment of Ernst & Young LLP was approved by stockholders by the following vote:

 

For  Against  Abstain

20,634,176

 

568,155

 

502,782

 

3. Amendment to the Annovis Bio, Inc. 2019 Equity Incentive Plan

 

The amendment to the Annovis Bio, Inc. 2019 Equity Incentive Plan to increase the number of shares that may be issued under the Plan from 4,000,000 to 5,500,000 and to increase the maximum number of shares that may be awarded in any one year from 400,000 to 600,000 shares, was approved by stockholders by the following vote:

 

For  Against  Abstain   Broker Non-Vote

8,089,891

 

899,671

  165,409   12,550,142

 

4. ADVISORY (NON-BINDING) VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

 

The compensation of the Company’s named executive officers was approved by the stockholders on an advisory (non-binding basis), by the following vote:

 

Broker Non-Vote

 

For  Against  Abstain   Broker Non-Vote

8,067,931

 

901,342

 

185,701

  12,550,139

 

5. ADVISORY (NON-BINDING) VOTE ON THE PREFERRED FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

 

TWO YEARS” as the preferred frequency on the compensation of the Company’s named executive officers was approved by stockholders on an advisory (non-binding basis), by the following vote:

 

1-Year  2-Years   3-Years  Abstain   Broker Non-Vote

2,526,008

 

5,390,514

  1,086,528 

151,922

  12,550,141

 

(d)  In light of this vote, and consistent with the recommendation of the Board of Directors, the Company has determined that it will include a stockholder advisory vote on executive compensation in its proxy materials every two years until the next required advisory vote on the frequency of such votes occurs, or until the Board of Directors otherwise determines a different frequency for such votes.

 

 

 

 

Item 9.01Financial Statements and Exhibits

 

Exhibit Number   Description
     
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: June 17, 2026  
  By: /s/ Maria Maccecchini
  Name: Maria Maccecchini
  Title: Chief Executive Officer 

 

 

 

ATTACHMENTS / EXHIBITS

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