Annovis Bio Inc

Proposal 1 asks stockholders to amend the certificate of incorporation to double authorized Common Stock from 70 million to 140 million shares and increase authorized Preferred Stock from 2 million to 10 million shares. The amendment would create total authorization for 150 million shares, without immediately issuing additional securities. Management states that approximately 42.7 million Common shares were outstanding as of the record date, while substantial additional shares are reserved or issuable under options, the equity plan and warrants. The Board says the expanded authorization is needed to support warrant and option exercises, future equity incentive awards, employee and director retention, acquisitions, investment opportunities, stock splits and other general corporate purposes. A significant stated purpose is preserving the ability to raise capital to fund ongoing and future clinical trials and research programs. The additional authorization would allow the Company to respond to financing opportunities without the delay and expense of another stockholder meeting. Management acknowledges that future issuances could dilute existing holders and that authorized but unissued shares could potentially be used defensively in a takeover situation. The Company states that the proposal is not currently related to a planned merger, acquisition or similar business combination and that the relative rights of existing Common and Preferred Stock would not change. The Board unanimously recommends voting FOR, concluding that the financing and operational flexibility outweighs the potential dilution and other disadvantages.

Proposal 2 asks stockholders to ratify an amendment to the 2019 Equity Incentive Plan that was presented at the 2026 Annual Meeting. The intended amendment increases the Plan's total share reserve from 3,000,000 to 5,500,000 shares, representing an incremental addition of 2,500,000 shares. It also increases the maximum number of shares that may be awarded to an individual in a calendar year from 400,000 to 600,000 shares. Management explains that the prior proxy materials correctly disclosed the 5,500,000-share total but incorrectly described the incremental increase as only 1,000,000 shares because of a typographical error. The Board is therefore seeking ratification to eliminate any possible stockholder confusion and confirm the intended amendment, rather than seeking a further increase. The filing states that no new grants have been made since the June Annual Meeting, although certain December 2025 option grants were contingent on approval of the increase. Management argues that additional plan capacity is essential to maintain competitive equity compensation for employees, directors, consultants and advisors. Without approval, the Company believes it could face difficulty retaining personnel, recruiting qualified hires and supporting its growth plans, potentially requiring more costly cash compensation. The proposal also provides broad flexibility for options, restricted stock, stock units, stock appreciation rights and other equity awards, with awards determined by the Board or its committee. The Board recommends voting FOR because it views the ratification as necessary both to correct the disclosure issue and to preserve a critical compensation tool.

Proposal 3 asks stockholders to authorize adjournment of the Special Meeting to a later date if necessary. The principal purpose is to allow the Company to solicit additional proxies if the votes received at the meeting are insufficient to approve Proposals 1 or 2. The authority is procedural and does not itself approve the share authorization amendment or the equity plan amendment. The proposal may be adopted by a majority of the shares present virtually or represented by proxy and entitled to vote. Unlike Proposals 1 and 2, Proposal 3 is identified as a routine matter on which brokers may have discretionary voting authority. The filing states that the adjournment proposal is not conditioned on approval of any other proposal. An adjournment could provide additional time to obtain votes, address broker non-votes or clarify voting instructions. The Board recommends voting FOR because preserving this option could help prevent the meeting from ending without sufficient votes on the substantive proposals. Management does not identify any separate transaction or governance change resulting from the adjournment itself. The proposal is therefore a standard vote-preservation mechanism supporting the Company’s effort to obtain approval of Proposals 1 and 2.

Proposal 4 is a standard catch-all item covering any other business that may properly come before the Special Meeting or an adjournment or postponement. The filing states that management knows of no business other than Proposals 1, 2 and 3. It also states that no additional proposals may be submitted under the Special Meeting procedures. If another matter nevertheless properly comes before the meeting, the named proxies intend to vote according to their judgment. The proxy materials describe the proxies as having discretionary authority for such matters. The filing does not present a separate substantive issue, transaction or governance change under this item. No specific management recommendation of FOR or AGAINST is stated for hypothetical additional business. The item is included to preserve proxy voting authority in circumstances permitted by applicable rules. Because the meeting is a special meeting focused on the share authorization, equity plan ratification and adjournment, the practical significance of Proposal 4 appears limited. Stockholders are effectively being asked to allow the proxies to address unforeseen but properly presented procedural or other business.