Annovis Bio Inc美股招股说明书(2026-04-09版)

5,263,156 Shares of Common StockWarrants to Purchase up to 5,263,156 Shares of Common Stock We are offering, in a registered direct offering, 5,263,156 shares of our common stock, par value $0.0001 per share (the “commonstock”) as well as accompanying common stock warrants (the “warrants”) to purchase up to 5,263,156 shares of our common stock.The common stock will be sold in fixed combinations with the warrants, with each share of common stock that we sell in this offeringbeing accompanied by a warrant to purchase one share of common stock. This prospectus supplement also relates to the offering of theshares of our common stock issuable upon the exercise of such warrants. The combined public offering price for each share of common stock, and accompanying warrant is $1.90. The shares of commonstock and accompanying warrants are immediately separable and will be issued separately, but can only be purchased together in thisoffering. Each warrant will be exercisable six months after the date of issuance, subject to the limitations described in the section titled“Description of the Warrants.” The warrants will expire fiveand one-half years from the date of issuance and will have an exerciseprice equal to $2.50 per share of common stock. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “ANVS.” On April 8, 2026, the lastreported sale price of our common stock on the NYSE was $2.30 per share. There is no established public trading market for thewarrants and we do not expect a market to develop. In addition, we do not intend to list the warrants, nor do we expect the warrants tobe quoted, on NYSE or any other national securities exchange or any other nationally recognized trading system. Without an activetrading market, the liquidity of the warrants will be limited. Offering Price Proceeds to us, before expenses and fees (1)We have also agreed to reimburse the underwriter for certain expenses. See “Underwriting” beginning on page S-14for moreinformation on this offering and the underwriting arrangements. Investing in our common stock involves a high degree of risk. Please read the information contained in and incorporated by referenceunder the heading “Risk Factors” beginning on pageS-10of this prospectus supplement, on page5of the accompanying prospectus, and inany similar section contained in or incorporated by reference into this prospectus supplement and accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. Delivery of the securities offered hereby is expected to be made on or about April 10, 2026, subject to satisfaction of customaryclosing conditions. Canaccord Genuity April 9, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-8RISK FACTORSS-10DILUTIONS-12USE OF PROCEEDSS-13UNDERWRITINGS-14DIVIDEND POLICYS-24DESCRIPTION OF SECURITIES WE ARE OFFERINGS-25LEGAL MATTERSS-26EXPERTSS-27WHERE YOU CAN FIND MORE INFORMATIONS-28INCORPORATION BY REFERENCES-29 Prospectus PageABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS2THE COMPANY3RISK FACTORS5USE OF PROCEEDS6GENERAL DESCRIPTION OF OUR SECURITIES7DESCRIPTION OF OUR CAPITAL STOCK8DESCRIPTION OF DEBT SECURITIES12DESCRIPTION OF OUR WARRANTS19DESCRIPTION OF OUR UNITS20PLAN OF DISTRIBUTION21LEGAL MATTERS24EXPERTS24WHERE YOU CAN FIND ADDITIONAL INFORMATION; INCORPORATION BYREFERENCE24 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus, are part of a registration statement onForm S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf”registration process. We are providing information to you about this offering of our securities in two parts. The first part isthis prospectus supplement, which provides you with specific information regarding the specific terms ofthis offering, and also adds to and updates information contained in the accompanying prospectus and thedocuments incorporated by reference in this prospectus supplement and the accompanying prospectus. Thesecond part is the accompanying prospectus, which provides more general information, some of which maynot apply to this offering. Before buying any of the securities that we are offering, we urge you to carefully read this prospectussupplement and all of the information incorporated by reference herein, as well as the additional informationdescribed under the heading “Incorporation by Reference.” These documents contain important informationthat you should consider when making your investment decision. To the extent there is a conflict between the information contained in this prospectus supplement,