Material Agreement (Form 8-K)

Registered Direct Offering

On October 26, 2025 (the "Agreement Date"), Annovis Bio, Inc. (the "Company") entered into (i) a Securities Purchase Agreement (the "Purchase Agreement"), with the purchasers signatory thereto (the "Purchasers") pursuant to which the Company agreed to issue and sell, in a registered direct offering (the "Offering") an aggregate of 597,561 shares of the Company's common stock, $0.0001 par value per share (the "Common Stock") and (ii) Stock Subscription Agreements (the "Subscription Agreements") with two members of the Board of Directors of the Company pursuant to which they agree to purchase an aggregate of 1,073,171 shares of Common Stock. An aggregate number of 1,670,732 shares of Common Stock (the "Shares") will be issued. The offering price of each Share is $2.05 per share. The gross proceeds to the Company from the Offering are expected to be approximately $3.425 million, before deducting offering expenses payable by the Company.

The Offering is expected to close on or about October 28, 2025 (the "Closing Date"), subject to the satisfaction of customary closing conditions. The Company currently plans to use the net proceeds from the Offering, for the continued clinical development of the Company's lead compound Buntanetap in a Phase 3 study for Alzheimer's disease, and for working capital and general corporate purposes.

The Purchase Agreement and the Subscription Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement and the Subscription Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

Pursuant to the terms of the Purchase Agreement, until November 28, 2025, the Company and our directors and executive officers have agreed not to issue any securities without the consent of the Purchasers and until October 14, 2026, the Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible or exercisable or exchangeable for, Common Stock, involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain exceptions.

The Offering was made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-276814), which was declared effective on February 12, 2024, and a related base prospectus and prospectus supplement thereunder dated October 26, 2025 (the "Prospectus Supplement").

Pursuant to an engagement letter agreement dated October 8, 2025 (the "Engagement Letter"), the Company engaged the Placement Agent to act as its exclusive placement agent in connection with the Offering, and agreed to pay the Placement Agent a total cash fee equal to 7.0% of the aggregate gross proceeds from the Offering other than shares sold to directors and executive officers and to reimburse certain expenses.

Pursuant to the Engagement Letter, the Company also agreed to issue to the Placement Agent on the Closing Date warrants to purchase up to 83,537 shares of Common Stock (which equals 5.0% of the aggregate number of shares of Common Stock sold in the Offering) (the "Placement Agent Warrants"). Such Placement Agent Warrants have a term of five (5) years from the commencement of sales in the Offering, are immediately exercisable and an exercise price equal to $2.5625 per share. The Placement Agent Warrants and the shares of Common Stock issuable upon exercise of the Placement Agent Warrants are also registered pursuant to the Prospectus Supplement.