Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

  

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act 1934

 

Date of Report (date of earliest event reported): June 13, 2024

  

ANNOVIS BIO, INC.

 

 

(Exact name of registrant as specified in charter) 

 

Delaware		001-39202		26-2540421
(State of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

 

101 Lindenwood Drive, Suite 225
Malvern, PA 19355

(Address of Principal Executive Offices) (Zip Code)

 

[phone]

(Registrant’s Telephone Number, Including Area Code)

 

 

 

(Former Name or Former Address, is Changed Since Last Report) 

 

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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	ANVS	New York Stock Exchange

 

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 x

 

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 5.07

Submission of Matters to a Vote of Security Holders.

 

On June 12, 2024, Annovis Bio, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. At the Annual Meeting, three 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.

 

At the Annual Meeting, a total of 7,278,396 shares of the Company’s common stock, or 66.10% of the common stock outstanding as of April 18, 2024, 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 three proposals submitted at the Annual Meeting on June 12, 2024:

 

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.

 

Nominee		For				Withheld				Broker Non-Vote
Michael Hoffman			3,856,586				122,626				3,299,184
Maria Maccecchini			3,888,261				90,951				3,299,184
Claudine Bruck			3,827,976				151,236				3,299,184
Reid McCarthy			3,845,664				133,548				3,299,184
Mark White			3,825,922				153,290				3,299,184

 

2. Amendment to the Company’s 2019 Equity Incentive Plan

 

Stockholders have approved an amendment to the Annovis Bio, Inc. 2019 Equity Incentive Plan, to add 1,000,000 shares to the Plan’s share reserve, in accordance with the voting results listed below:

 

 

 

 

For				Against				Abstain
	3,650,762				276,575				51,875

 

3. Ratification of the Company’s Independent Auditors

 

Stockholders ratified the appointment of Ernst & Young LLP as the independent auditors of the Company for the fiscal year ended December 31, 2024, in accordance with the voting results listed below.

 

For				Against				Abstain
	7,214,275				48,270				15,851

 

2 

 

 

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.
	By:	/s/ Maria Maccecchini
	Name:	Maria Maccecchini
	Title:	President and Chief Executive Officer

 

Dated: June 13, 2024

 

3 

 

Cover	Jun. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 2024
Entity File Number	001-39202
Entity Registrant Name	ANNOVIS BIO, INC.
Entity Central Index Key	0001477845
Entity Tax Identification Number	26-2540421
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	101 Lindenwood Drive
Entity Address, Address Line Two	Suite 225
Entity Address, City or Town	Malvern
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19355
City Area Code	484
Local Phone Number	875-3192
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	ANVS
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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