Annovis Bio, Inc. filed a Form 8-K on November 4, 2026, disclosing that stockholders approved an amendment to the company's Amended and Restated Certificate of Incorporation at a Special Meeting held telephonically on November 3, 2026, doubling authorized common shares from 70,000,000 to 140,000,000.

Key Highlights

  • Authorized shares doubled: Stockholders approved an increase in authorized common stock from 70,000,000 to 140,000,000 shares.
  • Charter Amendment filed: The company filed the amendment with the Secretary of State of the State of Delaware on November 4, 2026.
  • Quorum: A total of 28,301,063 shares, or 66.31% of common stock outstanding as of the September 4, 2026 record date, were represented virtually or by proxy.
  • Proposal 1 vote: The share increase passed with 24,084,197 votes for (85.61%) and 4,047,192 votes against (14.39%), with 169,671 abstentions.
  • Proposal 2 approved: Ratification of an amendment to the Annovis Bio, Inc. 2019 Equity Incentive Plan passed with 12,205,047 votes for (83.76%) and 2,203,711 votes against (15.12%).
  • Adjournment proposal not voted upon: Because sufficient votes were present to approve both Proposals 1 and 2, Proposal No. 3 (the Adjournment Proposal) was not put to a vote.

Annovis Bio Special Meeting Results: Charter Amendment and Equity Plan Ratification

According to the filing, Annovis Bio, Inc. (NYSE:ANVS) held a Special Meeting of Stockholders telephonically on November 3, 2026. Two proposals were submitted to stockholders, both of which were described in the company's definitive proxy statement filed with the SEC on September 11, 2026, and a supplement filed on October 7, 2026. The company disclosed that all matters voted upon were approved with the required votes.

The first proposal sought to amend the company's Amended and Restated Certificate of Incorporation to increase authorized shares of common stock from 70,000,000 to 140,000,000. The filing reports that 24,084,197 shares were voted in favor, representing 85.61% of votes cast, while 4,047,192 shares, or 14.39% of votes cast, were voted against. There were 169,671 abstentions and no broker non-votes recorded for this proposal. The company filed the Charter Amendment with the Secretary of State of the State of Delaware on November 4, 2026, the same day as this current report.

The second proposal asked stockholders to ratify a previously presented amendment to the Annovis Bio, Inc. 2019 Equity Incentive Plan, specifically an increase in the number of authorized shares under the plan. According to the filing, this proposal received 12,205,047 votes in favor (83.76% of votes cast) and 2,203,711 votes against (15.12% of votes cast), with 163,518 abstentions and 13,728,787 broker non-votes. The filing notes that because sufficient votes were present to approve both proposals, the Adjournment Proposal (Proposal No. 3) was not voted upon. The report was signed by Maria Maccecchini, Chief Executive Officer.

What Was Disclosed

Annovis Bio reported the results of a November 3, 2026 Special Meeting at which stockholders approved doubling authorized common shares to 140,000,000 and ratified an amendment to the 2019 Equity Incentive Plan. The Charter Amendment was filed in Delaware on November 4, 2026.