Annovis Bio shareholders will vote October 14, 2026, on increasing authorized common stock to 140,000,000 shares and preferred stock to 10,000,000 shares. The ballot also covers ratification of a 2019 Equity plan amendment and a possible adjournment, while the board says added capacity is needed for financing, research and equity awards.

Key Highlights

  • The proposed charter amendment would authorize 150,000,000 total shares, comprising 140,000,000 common and 10,000,000 preferred shares.
  • The equity plan proposal would ratify an increase to 5,500,000 shares reserved under the 2019 plan.
  • Stockholders of record as of September 4, 2026, are eligible to vote at the October 14 special meeting.

Annovis Bio, Inc. (NYSE: ANVS) will ask shareholders on October 14, 2026, to approve a charter amendment raising authorized common stock from 70,000,000 shares to 140,000,000 shares. The same proposal would increase authorized preferred stock from 2,000,000 shares to 10,000,000 shares. The special meeting will also include a vote on the company’s 2019 Equity Incentive Plan and a possible adjournment to seek additional proxies. The meeting will be held by telephone at 10:00 a.m. Eastern Time. Annovis Bio’s board unanimously recommends voting FOR all three proposals.

140M Common Shares On Ballot

Proposal 1 would amend Annovis Bio’s certificate of incorporation to authorize 150,000,000 shares in total. That total would consist of 140,000,000 shares of common stock and 10,000,000 shares of preferred stock. The current authorization covers up to 70,000,000 common shares and 2,000,000 preferred shares. Both stock classes have a Par Value of $0.0001 per share. The board says additional authorized stock would ensure shares are available for outstanding warrants and stock options. The proposal also cites long-term equity incentive awards, employee and executive retention, Investment opportunities, acquisitions, distributions and stock splits among the potential corporate purposes for the expanded authorization. The board unanimously recommends that stockholders vote FOR Proposal 1.

5.5M-Share Plan Ratification

Proposal 2 asks shareholders to ratify an amendment to the 2019 Equity Incentive Plan that would raise the plan’s share reserve to 5,500,000 shares. The request follows a discrepancy in the description presented at the June 2026 annual meeting, where the incremental increase was described as 1,000,000 shares instead of 2,500,000 shares. Annovis Bio says it is not seeking another increase beyond the amendment presented previously. The plan began with 1,000,000 authorized shares. Stockholders later approved an increase to 2,000,000 shares at the 2021 special meeting and an additional 1,000,000 shares at the 2024 special meeting. In December 2025, the board approved option grants contingent on Shareholder approval of an increase from 3,000,000 shares to 5,500,000 shares. The amendment would also raise the maximum annual award from 400,000 shares to 600,000 shares. As of December 31, 2025, 2,394,503 equity-based awards were outstanding under the plan, excluding previously exercised grants and the contingent December awards. Directors, officers and consultants are eligible for awards under the plan. The board recommends a vote FOR Proposal 2.

October 14 Meeting Mechanics

Proposal 3 would authorize an adjournment if additional proxies are needed. The adjournment proposal is separate from approval of the other proposals, and the board recommends voting FOR it. Stockholders held through a brokerage account or another nominee must provide voting instructions because broker rules apply to Proposals 1 and 2. Shares without specified voting instructions will not be voted on those matters under the applicable broker-voting rules, and the company may incur additional costs to solicit votes.