Annovis Bio Inc美股招股说明书(2026-05-19版)

Shares of Common StockWarrants to Purchase up toShares of Common Stock We are offeringshares of our common stock, par value $0.0001 per share (the “common stock”) as wellas accompanying common stock warrants (the “warrants”) to purchase up toshares of our common stock. Thecommon stock will be sold in fixed combinations with the warrants, with each share of common stock that we sell inthis offering being accompanied by nine-tenths of one warrant with each whole warrant entitling the holder to purchaseone share of common stock. This prospectus supplement also relates to the offering of the shares of our common stockissuable upon the exercise of such warrants. The combined public offering price for each share of common stock, and accompanying warrant is $. Theshares of common stock and accompanying warrants are immediately separable and will be issued separately, but canonly be purchased together in this offering. No fractional warrants will be issued and, if as a result of the number ofunits purchased an investor would be entitled to receive a fraction of a warrant, we will round down to the nearestwhole warrant and no cash or other consideration shall be paid as a result of the fraction. Each whole warrant will beimmediately exercisable, subject to the limitations described in the section titled “Description of the Warrants.” Thewarrants will expire six years from the date of issuance and will have an exercise price equal to $per share ofcommon stock. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “ANVS.” On May,2026, the last reported sale price of our common stock on the NYSE was $per share. There is no establishedpublic trading market for the warrants and we do not expect a market to develop. In addition, we do not intend to listthe warrants, nor do we expect the warrants to be quoted, on NYSE or any other national securities exchange or anyother nationally recognized trading system. Without an active trading market, the liquidity of the warrants will belimited. (1)We have also agreed to reimburse the underwriter for certain expenses. See “Underwriting” beginning on page S-14 for more information on this offering and the underwriting arrangements. Investing in our common stock involves a high degree of risk. Please read the information contained in andincorporated by reference under the heading “Risk Factors” beginning on pageS-10of this prospectus supplement, on page5of the accompanying prospectus, and in any similar section contained in or incorporated by reference into this prospectussupplement and accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Delivery of the securities offered hereby is expected to be made on or about May, 2026, subject to satisfactionof customary closing conditions.The information contained in this preliminary prospectus supplement is not complete and may be changed. These securities may not be sold until the registration statement filed with theSecurities and Exchange Commission is effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not solicitingan offer to buy these securities in any state where the offer or sale is not permitted. Canaccord Genuity May, 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-23DESCRIPTION OF SECURITIES WE ARE OFFERINGS-24LEGAL MATTERSS-25EXPERTSS-26WHERE YOU CAN FIND MORE INFORMATIONS-27INCORPORATION BY REFERENCES-28 Prospectus ABOUT 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