Annovis Bio Inc美股招股说明书(2025-10-14版)

3,150,000 Shares of Common StockPre-Funded Warrants to Purchase up to 850,000 Shares of Common Stock (and up to 850,000 Shares ofCommon Stock underlying such Pre-Funded Warrants)Placement Agent Warrants to Purchase up to 200,000 Shares of Common Stock (and up to 200,000 Shares ofCommon Stock underlying such Placement Agent Warrants) We are offering, in a registered direct offering, 3,150,000 shares (the “Shares”) of our common stock, par value $0.0001 per share (the “common stock”),and pre-funded warrants to purchase an aggregate of up to 850,000 shares of our common stock (the “pre-funded warrants”). The purchase price of each Share is$1.50. The pre-funded warrants are being offered to a purchaser whose purchase of shares of common stock in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of shares ofour outstanding common stock immediately following the consummation of this offering, in lieu of shares of common stock that would otherwise result in suchpurchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock. The offering price ofeach pre-funded warrant is $1.4999 (equal to the price per share being sold in this offering, minus $0.0001), and the exercise price of each pre-funded warrant is$0.0001 per share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercisedin full. We are also offering shares of common stock that are issuable from time to time upon exercise of the pre-funded warrants and the Placement AgentWarrants (as defined herein). Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “ANVS.” On October 13, 2025, the last reported sale priceof our common stock on the NYSE was $1.66 per share. There is no established public trading market for the pre-funded warrants, and we do not expect suchmarkets to develop. In addition, we do not intend to apply for a listing of the pre-funded warrants on any national securities exchange or other nationallyrecognized trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited. We have retained H.C. Wainwright & Co., LLC to act as our exclusive placement agent (the “placement agent”), in connection with the securities offeredpursuant to this prospectus supplement. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is notrequired to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the placement agent the placement agentfees set forth in the table below, which assumes that we sell all of the securities offered pursuant to this prospectus supplement. See “Plan of Distribution” onpageS-18of this prospectus supplement for more information regarding these arrangements. Proceeds to us, before expenses and fees(2) (1)We have agreed to pay the placement agent a cash fee of 7.0% of the aggregate gross proceeds raised in the offering. We have also agreed to reimburse theplacement agent for certain expenses and to issue the placement agent or its designees warrants to purchase up to 200,000 shares of Common Stock (whichequals 5.0% of the aggregate number of shares of Common Stock and shares underlying the Pre-Funded warrants sold in this offering (the “PlacementAgent Warrants”). The Placement Agent Warrants have an initial exercise price per share equal to $2.20 and have a term of exercise of five (5) years fromthe commencement of sales of this offering. See “Plan of Distribution” for a description of compensation payable to the placement agent. The amount of the offering proceeds to us presented in this table does not give effect to any exercise of the placement agent warrants or pre-fundedwarrants being issued in this offering. We are an “emerging growth company,” as defined under the federal securities laws, and, as such, may elect to comply with certain reduced public companyreporting requirements in historical filings incorporated by reference under the section of this prospectus entitled “Incorporation by Reference” and may continue todo so for future filings. Investing in our common stock involves a high degree of risk. Please read the information contained in and incorporated by reference under the heading “RiskFactors” beginning on pageS-9of this prospectus supplement, on page5 of the accompanying prospectus, and in any similar section contained in or incorporated byreference into this prospectus supplement and accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or com