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on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
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Indicate by check mark whether the registrant
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of the Exchange Act.
ABOUT THIS PROSPECTUS
This prospectus of Anavex Life Sciences
Corp., a Nevada corporation relates to the offer and sale of up to 5,000,000 shares of our common stock in one or more transactions
by Lincoln Park as the Selling Security Holder.
The registration statement containing this
prospectus, including the exhibits to the registration statement, provides additional information about us and the securities offered
under this prospectus. The registration statement, including the exhibits and the documents incorporated herein by reference, can
be read on the SEC website or at the SEC offices mentioned under the heading “Prospectus Summary - Where You Can Find More
Information.”
The Selling Security Holder may deliver
a prospectus supplement with this prospectus, to the extent appropriate, to update the information contained in this prospectus.
The Selling Security Holder may sell its shares of common stock through any means described below under the heading "Plan
of Distribution." Such a prospectus supplement may add, update or change information in this prospectus. If the information
in this prospectus is inconsistent with a prospectus supplement, you should rely on the information in that prospectus supplement.
You should read both this prospectus and, if applicable, any prospectus supplement. See “Prospectus Summary — Where
You Can Find More Information” for more information.
We have not authorized any dealer, salesman
or other person to give any information or to make any representation other than those contained or incorporated by reference in
this prospectus or any prospectus supplement. You must not rely upon any information or representation not contained or incorporated
by reference in this prospectus or any prospectus supplement. This prospectus and any prospectus supplement do not constitute an
offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate,
nor do this prospectus and any prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities
in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not
assume that the information contained in this prospectus or any prospectus supplement is accurate on any date subsequent to the
date set forth on the front of such document or that any information we have incorporated by reference is correct on any date subsequent
to the date of the document incorporated by reference, even though this prospectus and any prospectus supplement is delivered or
securities are sold on a later date.
PROSPECTUS
SUMMARY
The items in the following summary
are described in more detail later in this prospectus. This summary does not contain all of the information you should consider.
Before investing in our securities, you should read the entire prospectus carefully, including the “Risk Factors” beginning
on page 9 and the financial statements incorporated by reference.
Overview
Our Current Business
We are a clinical stage biopharmaceutical
company engaged in the development of differentiated therapeutics for the treatment of neurodegenerative and neurodevelopmental
diseases including drug candidates to treat Alzheimer’s disease, other central nervous system (“CNS”) diseases,
pain and various types of cancer. The Company’s lead compound ANAVEX 2-73 is being developed to treat Alzheimer’s disease,
Parkinson’s disease and potentially other central nervous system diseases, including rare diseases, such as Rett syndrome.
In November 2016, a Phase 2a clinical trial
going over 52 weeks was completed for ANAVEX
TM
2-73 in mild-to-moderate Alzheimer’s patients. This open-label
randomized trial met both primary and secondary endpoints, and was designed to assess the safety and exploratory efficacy of ANAVEX
TM
2-73 in 32 patients. ANAVEX
TM
2-73 targets sigma-1 and muscarinic receptors, which have been shown in preclinical studies
to reduce stress levels in the brain believed to restore cellular homeostasis and to reverse the pathological hallmarks observed
in Alzheimer’s disease. ANAVEX
TM
2-73 showed no serious adverse events in a previously performed Phase 1 study.
In preclinical studies, ANAVEX
TM
2-73 demonstrated anti-amnesic and neuroprotective properties in various animal models
including the transgenic mouse model Tg2576. In March 2016, we received approval from the Ethics Committee in Australia to extend
the ongoing Phase 2a clinical trial, which had been requested by patients and their caregivers. The trial extension allows
participants who completed 52 weeks in PART B to rollover into a new trial and continue taking ANAVEX
TM
2-73 for an
additional 104 weeks, providing an opportunity to gather extended safety data. The trial is independent of the Company’s
planned larger Phase 2/3 double-blind, placebo-controlled study of ANAVEX
TM
2-73 in Alzheimer’s disease.
In September 2016, the Company presented
positive preclinical data for ANAVEX
TM
2-73 in Parkinson’s disease, which demonstrated significant improvements
on all measures: behavioral, histopathological, and neuroinflammatory endpoints. The study was funded by the Michael J Fox Foundation
(“MJFF”).
In February
2016, the Company presented positive preclinical data for ANAVEX
TM
2-73 in Rett syndrome, a rare neurodevelopmental
disease indication. The study was funded by the Rettsyndrome.org foundation.
In January 2017,
the Company was awarded a financial grant from the Rettsyndrome.org foundation of a minimum of $0.6 million to cover the majority
of a planned U.S. multicenter Phase 2 clinical trial of ANAVEXTM 2-73 for the treatment of Rett syndrome. The Phase 2 trial is
scheduled to begin in calendar 2017 and will be a randomized, double blind, placebo-controlled study of ANAVEX
TM
2-73
in patients with Rett syndrome lasting up to 12 weeks. Primary and secondary endpoints include safety as well as Rett syndrome
conditions such as cognitive impairment, motor impairment, behavioral symptoms and seizure activity.
We intend to identify and initiate discussions
with potential commercial partners within the next 12 months. Further, we may acquire or develop new intellectual property and
assign, license, or otherwise transfer our intellectual property to further our goals.
Our Pipeline
Our research and development pipeline includes
one clinical drug candidate and several compounds in different stages of pre-clinical study.
Our proprietary SIGMACEPTOR™ Discovery
Platform produced small molecule drug candidates with unique modes of action, based on our understanding of sigma receptors. Sigma
receptors may be targets for therapeutics to combat many human diseases, including Alzheimer’s disease. When bound by the
appropriate ligands, sigma receptors influence the functioning of multiple biochemical signals that are involved in the pathogenesis
(origin or development) of disease.
Compounds that have been subjects of our
research include the following:
ANAVEX
TM
2-73
ANAVEX
TM
2-73 may offer a disease-modifying
approach in Alzheimer’s disease (AD) by using ligands that activate sigma-1 receptors.
In AD animal models, ANAVEX
TM
2-73 has shown pharmacological, histological and behavioral evidence as a potential neuroprotective, anti-amnesic, anti-convulsive
and anti-depressive therapeutic agent, due to its potent affinity to sigma-1 receptors and moderate affinities to M1-4 type muscarinic
receptors. In addition, ANAVEX
TM
2-73 has shown a potential dual mechanism which may impact both amyloid and tau pathology.
In a transgenic AD animal model Tg2576 ANAVEX
TM
2-73 induced a statistically significant neuroprotective effect against
the development of oxidative stress in the mouse brain, as well as significantly increased the expression of functional and synaptic
plasticity markers that is apparently amyloid-beta independent. It also significantly alleviated the learning and memory deficits
developed over time in the animals, regardless of sex, both in terms of spatial working memory and long-term spatial reference
memory.
Based on the results of pre-clinical testing,
we initiated and completed a Phase 1 single ascending dose (SAD) clinical trial of ANAVEX
TM
2-73 in 2011. In this Phase
1 SAD trial, the maximum tolerated single dose was defined per protocol as 55-60 mg. This dose is above the equivalent dose shown
to have positive effects in mouse models of AD. There were no significant changes in laboratory or electrocardiogram parameters.
ANAVEX
TM
2-73 was well tolerated below the 55-60 mg dose with only mild adverse events in some subjects. Observed adverse
events at doses above the maximum tolerated single dose included headache and dizziness, which were moderate in severity and reversible.
These side effects are often seen with drugs that target CNS conditions, including AD.
The ANAVEX
TM
2-73 Phase 1 SAD
trial was conducted as a randomized, placebo-controlled study. Healthy male volunteers between the ages of 18 and 55 received single,
ascending oral doses over the course of the trial. Study endpoints included safety and tolerability together with pharmacokinetic
parameters. Pharmacokinetics includes the absorption and distribution of a drug, the rate at which a drug enters the blood and
the duration of its effect, as well as chemical changes of the substance in the body. This study was conducted in Germany in collaboration
with ABX-CRO, a clinical research organization and the Technical University of Dresden.
In December 2014, a Phase 2a clinical trial
was initiated for ANAVEX 2-73
TM
, which is being evaluated for the treatment of Alzheimer’s disease. The open-label
randomized trial is designed to assess the safety and exploratory efficacy of ANAVEX
TM
2-73 in 32 patients with mild
to moderate Alzheimer’s disease. ANAVEX
TM
2-73 targets sigma-1 and muscarinic receptors, which have been shown
in preclinical studies to reduce stress levels in the brain believed to restore cellular homeostasis and to reverse the pathological
hallmarks observed in Alzheimer’s disease. ANAVEX
TM
2-73 showed no serious adverse events in a previously performed
Phase 1 study. In pre-clinical studies ANAVEX
TM
2-73 demonstrated anti-amnesic and neuroprotective properties in various
animal models including the transgenic mouse model Tg2576.
The Phase 2a study met both primary and
secondary objectives of the study. The 31-week preliminary exploratory safety and efficacy data from the ongoing Phase
2a study of ANAVEX
TM
2-73 in Alzheimer’s patients, with most also receiving donepezil, the current standard
of care, demonstrated favorable safety, maximum tolerated dose, positive dose response, sustained efficacy response
through 31 weeks for both cognitive and functional measures, as well as positive unexpected therapeutic response events. ANAVEX
TM
2-73 continues to demonstrate a favorable adverse event profile through 31 weeks in a patient population of elderly Alzheimer’s
patients with varying degrees of physical fragility. The most common side effects across all adverse events categories tended
to be of mild severity grade 1, and were resolved with dose reductions that were anticipated within the adaptive design of
the study protocol.
At 41 weeks, Alzheimer’s
patients taking a daily oral dose of ANAVEX
TM
2-73 in the exploratory, not yet dose optimized Phase 2a clinical trial,
showed a stabilization of cognitive and functional measures. This data of stabilization is promising since Alzheimer’s disease
is a progressive disease where current therapeutics are only able to temporarily slow the worsening of dementia symptoms and do
not stop the disease from progressing. At 41 weeks, oral daily dosing between 10mg and 50mg, ANAVEX
TM
2-73 was well
tolerated, and no patients discontinued treatment due to adverse events. There were no clinically significant treatment-related
adverse events, and no serious adverse events.
Pre-specified
exploratory analyses included the cognitive (MMSE) and the functional (ADCS-ADL) changes from baseline. A continued stabilization
of both cognitive (MMSE) and functional (ADCS-ADL) measures in patients treated with ANAVEX
TM
2-73 was observed. This
correlation was positive with all measured scores (MMSE, ADCS-ADL, Cogstate, HAM-D and EEG/ERP).
ANAVEX
TM
2-73 data presented
meets prerequisite information in order to progress into Phase 2/3 placebo controlled studies, which are currently in the
planning phase.
Recent preclinical data validates ANAVEX
TM
2-73 as a prospective platform drug for other neurodegenerative diseases beyond Alzheimer’s as well as neurodevelopmental
diseases, more specifically, Parkinson’s disease, epilepsy and Rett syndrome. For Parkinson’s disease, data demonstrates
significant improvements and restoration of function in a classic animal model of Parkinson’s disease. Significant improvements
were seen on all measures tested: behavioral, histopathological, and neuroinflammatory endpoints. For epilepsy, data demonstrates
both significant and dose related improvement in the reduction of seizures, as well as significant synergy with each of three generations
of epilepsy drugs currently on the market. In Rett syndrome, a rare neurodevelopmental disease indication, administration of ANAVEX
TM
2-73 resulted in both significant and dose related improvements in an array of behavioral paradigms in the MECP2 HET Rett syndrome
disease model.
Recent preclinical data presented also
indicates that ANAVEX
TM
2-73 demonstrates protective effects of the mitochondrial enzyme complexes I and IV during pathological
conditions, which, if impaired, are believed to play a role in the pathogenesis of neurodegenerative and neurodevelopmental diseases.
The U.S. Food and Drug Administration (“FDA”) has granted Orphan Drug Designation to ANAVEX
TM
2-73 for the
treatment of Rett syndrome and infantile spasms, in May 2016 and June 2016, respectively.
ANAVEX 3-71
ANAVEX 3-71, previously named AF710B is
a preclinical drug candidate with a novel mechanism of action via sigma-1 receptor activation and M1 muscarinic allosteric modulation,
which has been shown to enhance neuroprotection and cognition in Alzheimer’s disease. ANAVEX 3-71 is a CNS-penetrable mono-therapy
that bridges treatment of both cognitive impairments with disease modifications. It is highly effective in very small doses against
the major Alzheimer’s hallmarks in transgenic (3xTg-AD) mice, including cognitive deficits, amyloid and tau pathologies,
and also has beneficial effects on inflammation and mitochondrial dysfunctions. ANAVEX 3-71 indicates extensive therapeutic advantages
in Alzheimer’s and other protein-aggregation-related diseases given its ability to enhance neuroprotection and cognition
via sigma-1 receptor activation and M1 muscarinic allosteric modulation.
A recent preclinical study examined the
response of ANAVEX 3-71 in aged transgenic animal models, and showed a significant reduction in rate of cognitive deficit, amyloid
beta pathology and inflammation with the administration of ANAVEX 3-71. In April 2016 the FDA granted Orphan Drug Designation to
ANAVEX 3-71 for the treatment of Frontotemporal dementia.
In April 2017, new preclinical data was
presented for ANAVEX 3-71 indicating that during pathological conditions, ANAVEX 3-71 demonstrated the formation of new synapses
between neurons (synaptogenesis) without causing an abnormal increase in the number of astrocytes. In neurodegenerative diseases
such as Alzheimer’s and Parkinson’s disease, synaptogenesis is believed to be impaired. Additional preclinical data
presented also indicates that in addition to reducing oxidative stress, ANAVEX 3-71 demonstrates protective effects of the mitochondrial
enzyme complexes I and IV during pathological conditions, which, if impaired, are believed to play a role in the pathogenesis of
neurodegenerative and neurodevelopmental diseases.
ANAVEX 1-41
ANAVEX 1-41 is a sigma-1 agonist. Pre-clinical
tests revealed significant neuroprotective benefits (i.e., protects nerve cells from degeneration or death) through the modulation
of endoplasmic reticulum, mitochondrial and oxidative stress, which damages and destroys cells and is believed by some scientists
to be a primary cause of AD. In addition, in animal models, ANAVEX 1-41 prevented the expression of caspase-3, an enzyme that plays
a key role in apoptosis (programmed cell death) and loss of cells in the hippocampus, the part of the brain that regulates learning,
emotion and memory. These activities involve both muscarinic and sigma-1 receptor systems through a novel mechanism of action.
Recent preclinical data presented also
indicates that ANAVEX 1-41 demonstrates protective effects of the mitochondrial enzyme complexes I and IV during pathological conditions,
which, if impaired, are believed to play a role in the pathogenesis of neurodegenerative and neurodevelopmental diseases.
ANAVEX 1037
ANAVEX 1037 is designed for the treatment
of prostate cancer. It is a low molecular weight, synthetic compound exhibiting high affinity for sigma-1 receptors at nanomolar
levels and moderate affinity for sigma-2 receptors and sodium channels at micromolar levels. In advanced pre-clinical studies,
this compound revealed antitumor potential with no toxic side effects. It has also been shown to selectively kill human cancer
cells without affecting normal/healthy cells and also to significantly suppress tumor growth in immune-deficient mice models. Scientific
publications describe sigma receptor ligands positively, highlighting the possibility that these ligands may stop tumor growth
and induce selective cell death in various tumor cell lines. Sigma receptors are highly expressed in different tumor cell types.
Binding by appropriate sigma-1 and/or sigma-2 ligands can induce selective apoptosis. In addition, through tumor cell membrane
reorganization and interactions with ion channels, our drug candidates may play an important role in inhibiting the processes of
metastasis (spreading of cancer cells from the original site to other parts of the body), angiogenesis (the formation of new blood
vessels) and tumor cell proliferation.
ANAVEX 1066
ANAVEX 1066, a mixed sigma-1/sigma-2 ligand
is designed for the potential treatment of neuropathic pain and visceral pain. ANAVEX 1066 was tested in two preclinical models
of neuropathic and visceral pain that have been extensively validated in rats. In the chronic constriction injury model of neuropathic
pain, a single oral administration of ANAVEX 1066 dose-dependently restored the nociceptive threshold in the affected paw to normal
levels while leaving the contralateral healthy paw unchanged. Efficacy was rapid and remained significant for two hours. In a model
of visceral pain, chronic colonic hypersensitivity was induced by injection of an inflammatory agent directly into the colon and
a single oral administration of ANAVEX 1066 returned the nociceptive threshold to control levels in a dose-dependent manner. Companion
studies in rats demonstrated the lack of any effects on normal gastrointestinal transit with ANAVEX 1066 and a favorable safety
profile in a battery of behavioral measures.
Our compounds are in the pre-clinical and
clinical testing stages of development, and there is no guarantee that the activity demonstrated in pre-clinical models will be
shown in human testing.
Our Target Indications
We have developed compounds with potential
application to two broad categories and several specific indications. The two categories are diseases of the central nervous system,
and cancer. Specific indications include:
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Alzheimer’s disease — In 2016, an estimated 5.4 million Americans were suffering from
Alzheimer’s disease. The Alzheimer’s Association
®
reports that by 2025, 7.1 million Americans will be
afflicted by the disease, a 30 percent increase from currently affected patients. Medications on the market today treat only the
symptoms of Alzheimer’s disease and do not have the ability to stop its onset or its progression. There is an urgent and
unmet need for both a disease modifying cure for Alzheimer’s disease as well as for better symptomatic treatments.
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Parkinson’s disease — Parkinson’s disease is a progressive disease of the nervous
system marked by tremors, muscular rigidity, and slow, imprecise movement. It is associated with degeneration of the basal ganglia
of the brain and a deficiency of the neurotransmitter dopamine. Parkinson’s disease afflicts more than 10 million people
worldwide, typically middle-aged and elderly people. The Parkinson’s disease market is set to expand from $2.1 billion in
2014 to $3.2 billion by 2021, according to business intelligence provider GBI Research.
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Rett syndrome — Rett syndrome is a rare non-inherited genetic postnatal progressive neurodevelopmental
disorder that occurs almost exclusively in girls and leads to severe impairments, affecting nearly every aspect of the child’s
life: their ability to speak, walk, eat, and even breathe easily. Rett syndrome is caused by mutations in the MECP2 gene and strikes
all racial and ethnic groups and occurs worldwide in approximately 1 in every 10,000-15,000 live female births.
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Depression — Depression is a major cause of morbidity worldwide according to the World Health
Organization. Pharmaceutical treatment for depression is dominated by blockbuster brands, with the leading nine brands accounting
for approximately 75% of total sales. However, the dominance of the leading brands is waning, largely due to the effects of patent
expiration and generic competition.
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Epilepsy — Epilepsy is a common chronic neurological disorder characterized by recurrent
unprovoked seizures. These seizures are transient signs and/or symptoms of abnormal, excessive or synchronous neuronal activity
in the brain. According to the Centers for Disease Control and Prevention, epilepsy affects 2.2 million Americans. Today, epilepsy
is often controlled, but not cured, with medication that is categorized as older traditional anti-epileptic drugs and second generation
anti-epileptic drugs. Because epilepsy afflicts sufferers in different ways, there is a need for drugs used in combination with
both traditional anti-epileptic drugs and second generation anti-epileptic drugs. GBI Research estimates that the epilepsy market
will increase to $4.5 billion by 2019.
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Neuropathic Pain — We define neuralgia, or neuropathic pain, as pain that is not related
to activation of pain receptor cells in any part of the body. Neuralgia is more difficult to treat than some other types of pain
because it does not respond well to normal pain medications. Special medications have become more specific to neuralgia and typically
fall under the category of membrane stabilizing drugs or antidepressants.
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Malignant Melanoma — Predominantly a skin cancer, malignant melanoma can also occur in melanocytes
found in the bowel and the eye. Malignant melanoma accounts for 75% of all deaths associated with skin cancer. The treatment includes
surgical removal of the tumor, adjuvant treatment, chemo and immunotherapy, or radiation therapy. According to IMS Health the worldwide
Malignant Melanoma market is expected to grow to $4.4 billion by 2022.
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Prostate Cancer — Specific to men, prostate cancer is a form of cancer that develops in the
prostate, a gland in the male reproductive system. The cancer cells may metastasize from the prostate to other parts of the body,
particularly the bones and lymph nodes. Drug therapeutics for Prostate Cancer are expected to increase to nearly $18.6 billion
in 2017 according to BCC Research.
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Pancreatic Cancer - Pancreatic cancer is a malignant neoplasm of the pancreas. In the United States,
approximately 45,000 new cases of pancreatic cancer will be diagnosed this year and approximately 38,000 patients will die as a
result of their cancer. Sales predictions by GBI Research forecast that the market for the pharmaceutical treatment of pancreatic
cancer in the United States and the five largest European countries will increase to $2.9 billion by 2021.
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Corporate Information
Our principal executive office is located
at 51 West 52
nd
Street, 7
th
Floor, New York, NY 10019-6163, and our telephone number is 844.689.3939. Our
website address is www.anavex.com. No information found on our website is part of this prospectus. Also, this prospectus may include
the names of various government agencies or the trade names of other companies. Unless specifically stated otherwise, the use or
display by us of such other parties’ names and trade names in this prospectus is not intended to and does not imply a relationship
with, or endorsement or sponsorship of us by, any of these other parties.
The Offering
On October 21, 2015, the Company entered
into the Purchase Agreement with Lincoln Park pursuant to which the Selling Security Holder agreed to purchase up to $50,000,000
shares of our common stock (subject to certain limitations) from time to time over a 36-month period to September 6, 2019. In connection
with the Purchase Agreement, the Company also entered into a registration rights agreement, (“RRA”), with the Selling
Security Holder whereby we agreed to file a registration statement with the SEC covering shares of our common stock that may be
issued to the Selling Security Holder from time to time under the Purchase Agreement.
The Company previously filed the “2016
Registration Statement”, which registered for sale by Lincoln Park up to 6,754,609 shares of our common stock issued or issuable
under the Purchase Agreement, inclusive of 269,397 shares of common stock issued or issuable to the Selling Security Holder for
no cash consideration as commitment shares.
As of the date of this prospectus 5,787,235
shares of our common stock have been issued to the Selling Security Holder under the Purchase Agreement for gross proceeds of $19,373,922,
which includes 5,572,841 purchase shares and 214,394 commitment shares, and 5,654,700 of such shares have been resold by the Selling
Security Holder under the 2016 Registration Statement. We were limited in the number of shares of common stock that we could register
in the 2016 Registration Statement because Nasdaq Rule 5635(d) requires stockholder approval prior to the issuance of more than
20% of a listed company’s outstanding common stock. On April 18, 2017, the Company’s stockholders approved the issuance
of up to $50,000,000 in shares of common stock issuable pursuant to the Purchase Agreement at the Company’ 2017 Annual Meeting.
Therefore, we are registering an additional
5,000,000 shares of our common stock under the registration statement of which this prospectus is made a part (sometimes referred
to herein as the 2017 Registration Statement) which may be issued to Lincoln Park by us and then resold by Lincoln Park pursuant
to the Purchase Agreement and RRA. For the avoidance of confusion, none of the 6,754,609 shares of common stock registered under
the 2016 Registration Statement are covered under this prospectus.
After the 2017 Registration Statement,
of which this prospectus is a part, is declared effective, the Company may, from time to time and at its sole discretion, direct
the Selling Security Holder to purchase up to 50,000 shares of our common stock registered hereunder on any such business day,
provided that in no event shall the Selling Security Holder purchase more than $2,000,000 worth of our common stock on any single
business day, plus an additional “accelerated amount” under certain circumstances. Except as described in this prospectus,
there are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount
of any sales of our common stock to the Selling Security Holder. The purchase price of the up to 50,000 shares that may be sold
to the Selling Security Holder under the Purchase Agreement on any business day will be based on the market price of our common
stock immediately preceding the time of sale as computed under the Purchase Agreement without any fixed discount. The purchase
price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, forward or reverse stock
split, or other similar transaction occurring during the business days used to compute such price. We may at any time in our sole
discretion terminate the Purchase Agreement without fee, penalty or cost upon one business days’ notice.
The Purchase Agreement contains customary
representations, warranties, covenants, closing conditions and indemnification and termination provisions by, among and for the
benefit of the parties. The Selling Security Holder has covenanted not to cause or engage in any manner whatsoever, any direct
or indirect short selling or hedging of our common stock.
In consideration for entering into the
Purchase Agreement, the Company issued to the Selling Security Holder 179,598 shares of common stock for no cash consideration
as a commitment fee and agreed to issue up to 89,799 shares pro rata (the “Additional Commitment Shares”), when and
if, the Selling Security Holder purchases, at the Company’s discretion, up to the $50,000,000 aggregate commitment amount.
As of the date of this prospectus, 34,796 of the Additional Commitment Shares have been issued. All 269,397 commitment shares,
including those issued as a commitment fee and those which have been or may be issued as commitment shares, were registered under
the 2016 Registration Statement. The Purchase Agreement may be terminated by the Company at any time at its discretion without
any cost to the Company.
Where You Can Find More Information
We are subject to the information requirements
of the Securities Exchange Act of 1934 (the “Exchange Act”). Accordingly, we file annual, quarterly and current reports,
proxy statements as may be required and other information with the SEC and filed a registration statement on Form S-3 under the
Securities Act relating to the securities offered by this prospectus. This prospectus, which forms part of the registration statement,
does not contain all of the information included in the registration statement. For further information, you should refer to the
registration statement and its exhibits.
You may read and copy the registration
statement and any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. You can also
review our filings by accessing the website maintained by the SEC at
http://www.sec.gov
. The site contains reports, proxy
and information statements and other information regarding issuers that file electronically with the SEC. In addition to the foregoing,
we maintain a website at
http://www.anavex.com
. Our website content is made available for informational purposes only. It
should neither be relied upon for investment purposes nor is it incorporated by reference into this prospectus. We make available
at http://www.anavex.com/investors/share-data/
copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K and any amendments to such document as soon as practicable after we electronically file such material
with or furnish such documents to the SEC.
SELECTED FINANCIAL DATA
The following selected financial data should
be read in conjunction with our financial statements and the related notes contained in Item 8 of Part II of our Annual Report
on Form 10-K for the fiscal years ended September 30, 2016 and 2015 and our interim consolidated financial statements and the related
notes contained in Item 1 of Part I of our Quarterly Report on Form 10-Q for the six months ended March 31, 2017, which are
incorporated by reference into this prospectus, except that share and per share information for the year ended September 30, 2015
have been revised to reflect the reverse stock split of our issued and outstanding shares of common stock effective on October
7, 2015 at a ratio of 1 for 4.
We have derived the statements of operations
data for each of the years ended September 30, 2016 and 2015 and the balance sheet data as of September 30, 2016 and 2015 from
the audited consolidated financial statements contained in Item 8 of Part II of our Annual Report on Form 10-K for the year ended
September 30, 2016. The consolidated statement of operations data set forth below for the six months ended March 31, 2017 and the
consolidated balance sheet data as of March 31, 2017 has been derived from our consolidated financial statements included in Item
1 of Part I of our Quarterly Report on Form 10-Q for the six months ended March 31, 2017, which is incorporated by reference into
this prospectus.
The historical financial information set
forth below may not be indicative of our future performance and should be read together with “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and notes
to those statements included in Item 7 of Part II and Item 8 of Part II, respectively, of our Annual Report on Form 10-K for the
year ended September 30, 2016, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and our historical financial statements and notes to those statements included in Item 2 of Part I and Item 1 of Part I, respectively,
of our Quarterly Report on Form 10-Q for the six months ended March 31, 2017, and updates thereto reflected in subsequent filings
with the SEC, and all other annual, quarterly and other reports that we file with the SEC after the date of this prospectus and
that also are incorporated herein by reference.
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Six months ended
March 31
,
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2017 (unaudited)
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|
|
2016 (unaudited)
|
|
|
Research and development expenses
|
|
$
|
4,535,423
|
|
|
$
|
2,729,856
|
|
|
General and administrative expenses
|
|
|
2,242,198
|
|
|
|
3,982,746
|
|
|
Net loss
|
|
|
(4,695,746
|
)
|
|
|
(5,985,310
|
)
|
|
Net loss per share, basic and diluted
|
|
|
(0.12
|
)
|
|
|
(0.17
|
)
|
|
Weighted average number of common shares, basic and diluted
|
|
|
39,761,612
|
|
|
|
34,589,957
|
|
|
|
|
Year ended September 30,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
Research and development expenses
|
|
$
|
7,254,303
|
|
|
$
|
2,271,736
|
|
|
General and administrative expenses
|
|
|
8,334,740
|
|
|
|
4,836,978
|
|
|
Net loss
|
|
|
(14,736,698
|
)
|
|
|
(12,108,130
|
)
|
|
Net loss per share
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
(0.42
|
)
|
|
|
(0.65
|
)
|
|
Diluted
|
|
|
(0.42
|
)
|
|
|
(0.65
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares, basic and diluted
|
|
|
35,153,426
|
|
|
|
18,584,820
|
|
Selected Balance Sheet Data
|
|
|
At March 31, 2017
|
|
|
At September 30
|
|
|
|
|
(unaudited)
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
23,351,567
|
|
|
$
|
9,186,814
|
|
|
$
|
15,290,976
|
|
|
Working Capital
|
|
|
21,434,295
|
|
|
|
6,255,760
|
|
|
|
12,808,083
|
|
|
Total Assets
|
|
|
23,606,588
|
|
|
|
9,498,681
|
|
|
|
15,469,913
|
|
|
Long-term debt
|
|
|
-
|
|
|
|
-
|
|
|
|
332
|
|
|
Total Stockholders’ Equity
|
|
|
21,486,691
|
|
|
|
6,308,156
|
|
|
|
12,809,003
|
|
R
ISK
FACTORS
An investment in our securities which may
be offered hereby is subject to numerous risks, including the risks described under the caption “Risk Factors” in our
Annual Report on Form 10-K for the year ended September 30, 2016, which is incorporated by reference herein. You should carefully
consider these risks, along with the information provided elsewhere in this prospectus and the documents we incorporate by reference
in this prospectus before investing in our securities. You could lose all or part of your investment in the securities. You should
consider these matters in conjunction with the other information included or incorporated by reference in this prospectus. The
risks and uncertainties described in this prospectus, any applicable prospectus supplement and the documents incorporated by reference
herein are not the only ones facing us. Additional risks and uncertainties that we do not presently know about or that we currently
believe are not material may also adversely affect our business. Our business, results of operations or financial condition could
be seriously harmed, and the trading price of our common stock may decline due to any of these or other risks.
This prospectus contains statements
that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
appear in a number of places in this prospectus and include statements regarding the intent, belief or current expectations of
our management, directors or officers primarily with respect to our future operating performance. Prospective purchasers of our
securities are cautioned that these forward-looking statements are not guarantees of future performance and involve risks and uncertainties.
Actual results may differ materially from those in the forward-looking statements due to various factors. The accompanying information
contained in this prospectus, including the information set forth below, identifies important factors that could cause these differences.
See “Forward-Looking Statements” below.
Risks Relating to the Purchase Agreement with the Selling
Security Holder
The sale or issuance of our common
stock to the Selling Security Holder may cause dilution and the sale of the shares of common stock acquired by the Selling Security
Holder, or the perception that such sales may occur, could cause the price of our common stock to fall.
On October 21, 2015, we entered into the
Purchase Agreement with the Selling Security Holder, pursuant to which the Selling Security Holder has committed to purchase up
to $50,000,000 of shares of our common stock. Concurrently with the execution of the Purchase Agreement, we issued 179,598 shares
of our common stock to the Selling Security Holder for no cash consideration as a fee for Lincoln Park’s commitment to purchase
additional shares of our common stock under the Purchase Agreement. Additional purchase shares that may be sold pursuant to the
Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time for a 36-month period, which commenced
on September 6, 2016.
The purchase price for the shares that
we may sell to the Selling Security Holder under the Purchase Agreement will fluctuate based on the price of our common stock.
Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.
We generally have the right to control
the timing and amount of any sales of our shares to the Selling Security Holder. Sales of shares of our common stock, if any, to
the Selling Security Holder will depend upon market conditions and other factors to be determined by us. Therefore, the Selling
Security Holder may ultimately purchase all, some or none of the shares of our common stock that may be sold pursuant to the Purchase
Agreement and, after it has acquired shares, the Selling Security Holder may sell all, some or none of those shares. Sales to the
Selling Security Holder by us could result in substantial dilution to the interests of other holders of our common stock. Additionally,
the sale of a substantial number of shares of our common stock to the Selling Security Holder, or the anticipation of such sales,
could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we
might otherwise wish to effect sales, which could have a materially adverse effect on our business and operations.
We may not be able to access
sufficient funds under the Purchase Agreement with Lincoln Park when needed.
Our ability to sell shares to Lincoln Park
and obtain funds under the Purchase Agreement is limited by the terms and conditions in the Purchase Agreement, including restrictions
on when we may sell shares to Lincoln Park, restrictions on the amounts we may sell to Lincoln Park at any one time, and a limitation
on our ability to sell shares to Lincoln Park to the extent that it would cause Lincoln Park to beneficially own more than 9.99%
of our outstanding shares of common stock. Therefore, we might not have access to the full amount available to us under the Purchase
Agreement. In addition, any amounts we sell under the Purchase Agreement may not satisfy all of our funding needs, even if we are
able and choose to sell all $50,000,000 of our common stock under the Purchase Agreement.
We elected to enter into the Purchase Agreement
with Lincoln Park as we expect that amount of capital during the 36-month term of the Purchase Agreement facility will be required
for us to fully implement our business, operating and development plans. The extent we rely on Lincoln Park as a source of funding
will depend on a number of factors including, the prevailing market price of our common stock and the extent to which we are able
to secure working capital from other sources. If obtaining sufficient funding from Lincoln Park were to prove unavailable or prohibitively
dilutive, we will need to secure another source of funding in order to satisfy our working capital needs. Even if we sell all $50,000,000
of shares of our common stock under the Purchase Agreement, we may still need additional capital to fully implement our business,
operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively
expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial
condition and prospects.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to “incorporate
by reference” into this prospectus certain information that we file with the SEC, which means that we can disclose important
information to you by referring you to other documents separately filed by us with the SEC that contain such information. The information
we incorporate by reference is considered to be part of this prospectus and information we later file with the SEC will automatically
update and supersede the information in this prospectus. The following documents filed by us with the SEC pursuant to Section 13(a)
of the Exchange Act and any of our future filings under Sections 13(a), 13(c), 14 or 15 (d) of the Exchange Act, except for
information furnished under Item 2.02 or 7.01 of Current Report on Form 8-K, or exhibits related thereto, made before the termination
of the offering are incorporated by reference herein:
|
|
(1)
|
our Annual Report on Form 10-K for the fiscal year ended September 30, 2016, filed with the SEC
on December 14, 2016;
|
|
|
(2)
|
our Quarterly Reports on Form 10-Q for the fiscal period ended December 31, 2016, as filed with
the SEC on February 7, 2017 and for the fiscal period ended March 31, 2017, as filed with the SEC on May 10, 2017;
|
|
|
(3)
|
our Current Reports on Form 8-K, as filed with the SEC on October 21, 2016, February 13, 2017 and
April 21, 2017;
|
|
|
(4)
|
all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act and all proxy or
information statements filed pursuant to Section 14 of the Exchange Act since the end of the fiscal year covered by the Annual
Report referenced in (1) above; and
|
|
|
(5)
|
The description of our common stock contained in the Registration Statement on Form 8-A filed with
the SEC on December 6, 2005.
|
In addition, all documents subsequently
filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act before the date our offering is terminated or complete
are deemed to be incorporated by reference into, and to be a part of, this prospectus.
We will provide to each person, including
any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated
by reference in the prospectus contained in the registration statement but not delivered with the prospectus, other than an exhibit
to these filings unless we have specifically incorporated that exhibit by reference into the filing, upon written or oral request
and at no cost to the requester. Requests should be made by writing or telephoning us at the following address:
Anavex Life Sciences Corp.
51 West 52
nd
Street, 7
th
Floor
New York, NY 10019-6163
(844) 689-3939
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus contains forward-looking
statements within the meaning of Section 27A of the Securities Act regarding our business, financial condition, results of operations
and prospects. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”,
“seeks”, “estimates” and similar expressions or variations of such words are intended to identify forward-looking
statements. However, these are not the exclusive means of identifying forward-looking statements. Although forward-looking statements
contained in this prospectus reflect our good faith judgment, such statements can only be based on facts and factors currently
known to us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual outcomes may
differ materially from the results and outcomes discussed in the forward-looking statements. Further information about the risks
and uncertainties that may impact us are described or incorporated by reference in “Risk Factors” beginning on page
9. You should read that section carefully. You should not place undue reliance on forward-looking statements, which speak only
as of the date of this prospectus. We undertake no obligation to update publicly any forward-looking statements in order to reflect
any event or circumstance occurring after the date of this prospectus or currently unknown facts or conditions or the occurrence
of unanticipated events.
USE OF PROCEEDS
This prospectus relates to shares of our
common stock that may be offered and sold from time to time by Lincoln Park. We will receive no proceeds from the sale of shares
of common stock by Lincoln Park in this offering. However, we may receive gross proceeds of up to $50,000,000 under the Purchase
Agreement, including from the sale of up to 5,000,000 shares which are being registered hereunder for resale by Lincoln Park and
from the sale of up to 6,485,212 shares registered under the 2016 Registration Statement which are not commitment shares and which
may be issued by us to Lincoln Park for resale under the 2016 Registration Statement.
We intend to use any proceeds received
under the Purchase Agreement to further our business plan of advancing human clinical trials of AVAVEX
TM
2-73 and for
general corporate and administrative purposes.
DILUTION
Shares of our common stock in this offering
by Lincoln Park will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests
of each of our existing stockholders will be diluted as a result of the shares that we may issue and sell to Lincoln Park from
time to time under the Purchase Agreement. Although the number of shares of common stock that our existing stockholders own will
not decrease, the shares owned by our existing stockholders will represent a smaller percentage of our total outstanding shares
after any such issuances under the Purchase Agreement.
PLAN OF DISTRIBUTION
Common stock offered by this prospectus
is being offered by the Selling Security Holder. The common stock may be sold or distributed from time to time by the Selling Security
Holder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices
prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which
may be changed. The sale of the common stock offered by this prospectus could be affected in one or more of the following methods:
|
|
•
|
ordinary brokers’ transactions;
|
|
|
•
|
transactions involving cross or block trades;
|
|
|
•
|
through brokers, dealers, or underwriters who may act solely as agents;
|
|
|
•
|
“at the market” into an existing market for our common stock;
|
|
|
•
|
in other ways not involving market makers or established business markets, including direct sales
to purchasers or sales effected through agents;
|
|
|
•
|
in privately negotiated transactions; or
|
|
|
•
|
any combination of the foregoing.
|
In order to comply with the securities
laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition,
in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption
from the state’s registration or qualification requirement is available and complied with.
The Selling Security Holder is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act.
The Selling Security Holder has informed
us that it intends to use an unaffiliated broker-dealer to effectuate all sales, if any, of the common stock that it may purchase
from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related
to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11)
of the Securities Act. The Selling Security Holder has informed us that each such broker-dealer will receive commissions from the
Selling Security Holder that will not exceed customary brokerage commissions. In compliance with the guidelines of the Financial
Industry Regulatory Authority, Inc., or FINRA, the maximum consideration or discount to be received by any FINRA member or independent
broker dealer may not exceed 8% of the aggregate amount of the securities offered pursuant to this prospectus.
Brokers, dealers, underwriters or agents
participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions
from the Selling Security Holder and/or purchasers of the common stock for whom the broker-dealers may act as agent. The compensation
paid to a particular broker-dealer may be less than or in excess of customary commissions. Neither we nor the Selling Security
Holder can presently estimate the amount of compensation that any agent will receive. We know of no existing arrangements between
the Selling Security Holder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution
of the shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required,
will be distributed that will set forth the names of any agents, underwriters or dealers and any compensation from the Selling
Security Holder, and any other required information.
We will pay the expenses incident to the
registration, offering, and sale of the shares to the Selling Security Holder. We have agreed to indemnify and certain other persons
against certain liabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising
under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.
Lincoln Park has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information
furnished to us by specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required
to be paid in respect of such liabilities.
Lincoln Park has represented to us that
at no time prior to the Purchase Agreement has it or its agents, representatives or affiliates engaged in or effected, in any manner
whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act)
of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. Lincoln
Park has agreed that during the term of the Purchase Agreement, it, its agents, representatives or affiliates will not enter into
or effect, directly or indirectly, any of the foregoing transactions.
We have advised the Selling Security Holder
that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes
the Selling Security Holder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution
from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of
the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to
stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability
of the securities offered by this prospectus.
Our common stock is traded on the Nasdaq
Capital Market under the symbol “AVXL”.
SELLING SECURITY HOLDER
Up to 5,000,000 shares of our common stock
may be offered for sale and sold from time to time pursuant to this prospectus by the Selling Security Holder. Except as may be
set forth in any accompanying prospectus supplement, we will pay all of the expenses in connection with the registration and the
sale of the shares, other than selling commissions and the fees and expenses of counsel and other advisors to the Selling Security
Holder. We will not receive any proceeds from the sale of shares by the Selling Security Holder.
On October 21, 2015, the Company entered
into the Purchase Agreement with the Selling Security Holder. In connection with the Purchase Agreement, the Company also entered
into the RRA whereby the Company agreed to file a registration statement with the SEC covering the shares of our common stock that
may be issued to the Selling Security Holder under the Purchase Agreement. The shares being registered hereunder are being registered
pursuant to the terms of the RRA.
From September 9, 2016, the Company has
the right, in its sole discretion over a 36-month period, to sell to the Selling Security Holder up to an aggregate commitment
of $50,000,000 of shares of our common stock. The Company controls the timing and amount of any future sales, if any, of shares
of common stock to the Selling Security Holder. As of the date of this prospectus, the Company has sold 5,572,841 shares of common
stock to the Selling Security Holder for gross proceeds of $19,373,922.
The Purchase Agreement contains customary
representations, warranties, covenants, closing conditions and indemnification and termination provisions by, among and for the
benefit of the parties. The Selling Security Holder has covenanted not to cause or engage in any manner whatsoever, any direct
or indirect short selling or hedging of our common stock.
In consideration for entering into the
Purchase Agreement, the Company issued to the Selling Security Holder 179,598 shares of common stock for no cash consideration
as a commitment fee and agreed to issue up to 89,799 shares pro rata, when and if the Selling Security Holder purchases, at the
Company’s discretion, up to the $50,000,000 aggregate commitment. For example, if we elect, at our sole discretion, to require
the Selling Security Holder to purchase $100,000 of our common stock then we would issue 180 shares of the pro rata commitment
fee which is the product of $100,000 (the amount we have elected to sell) divided by $50,000,000 (the amount we can sell the Selling
Security Holder under the Purchase Agreement) multiplied by 89,799 (the total number of pro rata commitment shares). The pro rata
commitment shares are being issued pursuant to this formula as and when we elect at our discretion to sell stock to the Selling
Security Holder. All of the commitment shares were registered pursuant to the 2016 Registration Statement. As of the date of this
prospectus, the Company has issued 34,796 commitment shares to the Selling Security Holder. The Selling Security Holder may not
assign or transfer its rights and obligations under the Purchase Agreement. The Purchase Agreement may be terminated by the Company
at any time at its discretion without any cost to the Company.
Pursuant to the RRA the Selling Security
Holder had the right to request that the Company include their shares in the 2016 Registration Statement and the 2017 Registration
Statement of which this prospectus forms a part under the Securities Act. Under the RRA, the Selling Security Holder has registration
rights with respect to the shares of common stock set forth in the table below.
As of May 23, 2017, the Selling Security
Holder beneficially owned, in the aggregate, 132,535 shares of our common stock, or 0.32% of our outstanding common stock. We
cannot provide an estimate as to the number of shares of common stock that will be held by the Selling Security Holder upon consummation
of any offering or offerings covered by this prospectus because the Selling Security Holder may offer some, all or none of their
shares of common stock in any such offering or offerings. The Selling Security Holder does not and has not within the past three
years had, any position, office or material relationship with us or any of our predecessors or affiliates.
|
Selling Shareholder
|
|
Shares Beneficially Owned
Before this Offering
|
|
|
Percentage of
Outstanding
Shares
Beneficially
Owned Before
this Offering
|
|
|
No. of Shares
Registered in
this Offering
|
|
|
Shares
Beneficially
Owned After
this
Offering
(6)
|
|
|
Percentage of
Outstanding
Shares
Beneficially
Owned After
this Offering
|
|
|
Lincoln Park Capital Fund, LLC
(1)
|
|
|
132,535
|
(2)(3)
|
|
|
0.32
|
%
(4)
|
|
|
5,000,000
|
|
|
|
132,535
|
(6)
|
|
|
0.29
|
%
(6)
|
|
|
(1)
|
Josh Scheinfeld and Jonathan Cope, the Managing Members of Lincoln Park Capital, LLC, are deemed
to be beneficial owners of all of the shares of common stock owned by Lincoln Park Capital Fund, LLC. Messrs. Cope and Scheinfeld
have shared voting and investment power over the shares being offered under the prospectus filed with the SEC in connection with
the transactions contemplated under the Purchase Agreement. Lincoln Park Capital, LLC is not a licensed broker dealer or an affiliate
of a licensed broker dealer.
|
|
|
(2)
|
Represents 132,535 shares of our common stock issued to the Selling Security Holder under the Purchase
Agreement, and not resold as of May 23, 2017, all of which have been registered under the 2016 Registration Statement and excludes
5,000,000 shares of common stock, which may be sold to the Selling Security Holder and registered hereunder.
|
|
|
(3)
|
Excludes any commitment shares which may be issued in connection with the 5,000,000 shares of common
stock being registered in this offering
|
|
|
(4)
|
Based on a fraction with (i) the numerator as the total number of shares held by the Selling Security Holder
on May 23, 2017 and (ii) the denominator as the number of shares of our common stock outstanding as of May 23, 2017. The amount
of shares of common stock we may sell to Lincoln Park is subject to a 9.99% cap on issuable shares as described in the Purchase
Agreement.
|
|
|
(5)
|
Although the Purchase Agreement provides that we may sell up to $50,000,000 of shares of our common
stock to Lincoln Park, we have reserved approximately 11,754,609 shares for sale to Lincoln Park under the Purchase Agreement and
RRA and registered under the 2016 Registration Statement and the 2017 Registration Statement of which this prospectus is made a
part.
|
|
|
(6)
|
We assume for purposes of this table that the Company will sell to Lincoln Park all of the
shares registered hereunder pursuant to the Purchase
agreement, and Lincoln Park will resell all such shares.
|
The Lincoln Park Transaction
On October 21, 2015, we entered into the
Purchase Agreement and the RRA with Lincoln Park. Pursuant to the terms of the Purchase Agreement, Lincoln Park has agreed to purchase
from us up to $50,000,000 of shares of our common stock (subject to certain limitations). Pursuant to the terms of the RRA, we
have filed with the SEC the 2016 Registration Statement for 6,754,609 shares of common stock which was declared effective September
9, 2016 and which is still effective as of the date of this prospectus and the 2017 Registration Statement for 5,000,000 shares
of which this prospectus is made a part to register for sale under the Securities Act the shares that have been and may be issued
to Lincoln Park under the Purchase Agreement.
From September 9, 2016, we may, from time
to time over a 36-month period and at our sole discretion, but no more frequently than every other business day, direct Lincoln
Park to purchase 50,000 shares of our common stock on any such business day, which amounts may be increased under certain circumstances,
provided that in no event shall Lincoln Park purchase more than $2,000,000 worth of our common stock on any single business day,
plus an additional “accelerated amount” under certain circumstances, at a purchase price per share based on the market
price of our common stock immediately preceding the time of sale as computed under the Purchase Agreement without any fixed discount.
The amount of shares of our common stock that we direct Lincoln Park to purchase depends on the closing price of our common stock.
Purchase of Shares Under the Purchase Agreement
On any day that the closing sale price
of our common stock is not below $7.00 the purchase amount may be increased, at our sole discretion, to up to 75,000 shares of
our common stock per purchase; on any day that the closing sale price of our common stock is not below $9.00 the purchase amount
may be increased, at our sole discretion, to up to 100,000 shares of our common stock per purchase; and on any day that the closing
sale price of our common stock is not below $11.00 the purchase amount may be increased, at our sole discretion, to up to 125,000
shares of our common stock per purchase and on any day that the closing sale price of our common stock is not below $13.00 the
purchase amount may be increased, at our sole discretion, to up to 150,000 shares of our common stock per purchase. Such purchases
are hereinafter referred to as “Regular Purchases”. In no event shall Lincoln Park purchase more than $2,000,000 worth
of our common stock pursuant to a Regular Purchase on any single business day. The purchase price per share for each such Regular
Purchase will be equal to the lower of:
|
|
•
|
the lowest sale price for our common stock on the purchase date of such shares; or
|
|
|
•
|
the arithmetic average of the three lowest closing sale prices for our common stock during the
10 consecutive business days ending on the business day immediately preceding the purchase date of such shares.
|
In addition to Regular Purchases described
above, we may also direct Lincoln Park, on any business day on which we have properly submitted a Regular Purchase notice, to purchase
an additional amount of our common stock, which we refer to as an “Accelerated Purchase”, not to exceed the lesser
of:
|
|
•
|
30% of the aggregate shares of our common stock traded during normal trading hours on the purchase
date; and
|
|
|
•
|
200% of the number of purchase shares purchased pursuant to the corresponding Regular Purchase.
|
The purchase price per share for each such
Accelerated Purchase will be equal to the lower of:
|
|
•
|
96% of the volume weighted average price during (i) the entire trading day on the purchase date,
if the volume of shares of our common stock traded on the purchase date has not exceeded a volume maximum calculated in accordance
with the Purchase Agreement, or (ii) the portion of the trading day of the purchase date (calculated starting at the beginning
of normal trading hours) until such time at which the volume of shares of our common stock traded has exceeded such volume maximum;
or
|
|
|
•
|
the closing sale price of our common stock on the purchase date.
|
In the case of both Regular Purchases and
Accelerated Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the
purchase price.
The Purchase Agreement limits our sales
of shares of common stock to Lincoln Park to the maximum number of shares of our common stock that we may issue without breaching
our obligations under applicable Nasdaq rules or obtaining stockholder approval under such rules.
Other than as set forth above, there are
no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of any sales
of our common stock to Lincoln Park.
Events of Default
Events of default under the Purchase Agreement
include the following:
|
|
•
|
the effectiveness of the registration statement of which this prospectus forms a part lapses for
any reason (including, without limitation, the issuance of a stop order), or any required prospectus supplement and accompanying
prospectus are unavailable for the sale by Lincoln Park of our common stock offered hereby, and such lapse or unavailability continues
for a period of 10 consecutive business days or for more than an aggregate of 30 business days in any 365-day period;
|
|
|
•
|
suspension by our principal market of our common stock from trading for a period of three consecutive
business days;
|
|
|
•
|
the delisting of our common stock from the OTCQB operated by the OTC Markets Group, Inc., provided,
however, that the common stock is not immediately thereafter trading on the New York Stock Exchange, The NASDAQ Capital Market,
The NASDAQ Global Market, The NASDAQ Global Select Market, the NYSE MKT, the NYSE Arca, the OTC Bulletin Board or the OTCQX operated
by the OTC Markets Group, Inc. (or nationally recognized successor to any of the foregoing). If at any time after September 9,
2016 the Exchange Cap (as defined in the Purchase Agreement) is reached unless and until stockholder approval is obtained pursuant
to Section 2(e) of the Purchase Agreement. The Exchange Cap shall be deemed to be reached at such time if, upon submission of a
Regular Purchase Notice or Accelerated Purchase Notice under this Agreement, the issuance of such shares of common stock would
exceed that number of shares of common stock which the Company may issue under this Agreement without breaching the Company’s
obligations under the rules or regulations of the Principal Market (as defined in the Purchase Agreement);
|
|
|
•
|
the transfer agent’s failure for three business days to issue to Lincoln Park shares of our
common stock which Lincoln Park is entitled to receive under the Purchase Agreement;
|
|
|
•
|
any breach of the representations or warranties or covenants contained in the Purchase Agreement
or any related agreement which has or which could have a material adverse effect on us subject to a cure period of five business
days; and
|
|
|
•
|
any voluntary or involuntary participation or threatened participation in insolvency or bankruptcy
proceedings by or against us; and
|
|
|
•
|
if at any time we are not eligible to transfer our common stock electronically or a material adverse
change in our business, financial condition, operations or prospects has occurred.
|
Lincoln Park does not have the right to
terminate the Purchase Agreement upon any of the events of default set forth above. During an event of default, all of which are
outside of Lincoln Park’s control, shares of our common stock cannot be sold by us or purchased by Lincoln Park under the
Purchase Agreement.
Our Termination Rights
We have the unconditional right, at any
time, for any reason and without any payment or liability to us, to give notice to Lincoln Park to terminate the Purchase Agreement.
In the event of bankruptcy proceedings by or against us, the Purchase Agreement will automatically terminate without action of
any party.
No Short-Selling or Hedging by Lincoln Park
Lincoln Park has agreed that neither it
nor any of its affiliates shall engage in any direct or indirect short-selling or hedging of our common stock during any time prior
to the termination of the Purchase Agreement.
Effect of Performance of the Purchase Agreement on Our Stockholders
All the shares of our Common Stock registered
in this offering which may be sold by us to Lincoln Park under the Purchase Agreement are expected to be freely tradable. It is
anticipated that shares registered in this offering will be sold over a period of up to 36 months commencing on the date that the
registration statement including this prospectus becomes effective. The sale by Lincoln Park of a significant amount of shares
registered in this offering at any given time could cause the market price of our Common Stock to decline and to be highly volatile.
Lincoln Park may ultimately purchase all, some or none of the shares of Common Stock registered in this offering that Lincoln Park
has not previously purchased. Lincoln Park may sell all, some or none of the shares it has purchased or will purchase under the
Purchase Agreement. Therefore, sales to Lincoln Park by us under the Purchase Agreement may result in substantial dilution to the
interests of other holders of our Common Stock. In addition, if we sell a substantial number of shares to Lincoln Park under the
Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement
with Lincoln Park may make it more difficult for us to sell equity or equity-related securities in the future at a time and at
a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any sales
of our shares to Lincoln Park and the Purchase Agreement may be terminated by us at any time at our discretion without any cost
to us.
Pursuant to the terms of the Purchase Agreement,
we have the right, but not the obligation, to direct Lincoln Park to purchase up to $50,000,000 of our Common Stock, exclusive
of the 179,598 shares issued to Lincoln Park as a commitment fee. Depending on the price per share at which we sell our Common
Stock to Lincoln Park, we may be authorized to issue and sell to Lincoln Park under the Purchase Agreement more shares of our Common
Stock than are offered under this prospectus. If we choose to do so, we must first register for resale under the Securities Act
any such additional shares, which could cause additional substantial dilution to our stockholders. The number of shares ultimately
offered for resale by Lincoln Park under this prospectus is dependent upon the number of shares we direct Lincoln Park to purchase
under the Purchase Agreement.
The following table sets forth the amount
of gross proceeds we would receive from Lincoln Park from our sale of shares to Lincoln Park under the Purchase Agreement registered
in this offering at varying purchase prices:
Assumed Average Purchase
Price Per Share
|
|
|
Number of Registered Shares
to be Issued if Full
Purchase
(1)(2)
|
|
|
Percentage of Outstanding
Shares After Giving Effect to
the Issuance to Lincoln Park
(3)
|
|
|
Proceeds from the
Sale of Shares to Lincoln
Park Under the
$50,000,000 Purchase
Agreement
|
|
|
$
|
3.50
|
|
|
|
11,485,212
|
|
|
|
24.3
|
%
|
|
$
|
40,067,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5.00
|
|
|
|
11,485,212
|
|
|
|
24.3
|
%
|
|
$
|
48,935,777
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5.77
|
(4)
|
|
|
10,880,654
|
|
|
|
23.3
|
%
|
|
$
|
50,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
10.00
|
|
|
|
8,635,449
|
|
|
|
19.4
|
%
|
|
$
|
50,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
12.00
|
|
|
|
8,125,014
|
|
|
|
18.5
|
%
|
|
$
|
50,000,000
|
|
|
|
(1)
|
Although the Purchase Agreement provides that we may sell up to $50,000,000 of our Common Stock
to Lincoln Park, we are registering 5,000,000 shares hereunder and have registered 6,754,609 shares (inclusive of the 179,598 initial
commitment shares issued to Lincoln Park and the 89,799 additional commitment shares that have been or may be issued to Lincoln
Park as a commitment fee) under the 2016 Registration Statement, which may or may not cover all the shares we ultimately sell to
Lincoln Park under the Purchase Agreement, depending on the purchase price per share. As a result, we have included in this column
only those shares that we have initially reserved.
|
|
|
(2)
|
The number of registered shares to be issued includes the 6,485,212 purchase shares registered
in the 2016 Registration Statement and the 5,000,000 purchase shares registered hereunder and excludes the 179,598 initial commitment
shares that have been issued and 89,799 additional commitment shares that have been or may be issued to Lincoln Park because no
proceeds will be attributable to such commitment shares.
|
|
|
(3)
|
The denominator is based on 41,376,061 shares outstanding as of May 23, 2017, which is inclusive
of the 179,598 shares issued to Lincoln Park as initial commitment shares in connection with this offering, the 5,572,841 shares
of common stock which have already been sold to Lincoln Park as of the date of this prospectus, and the 34,796 additional commitment
shares which have already been issued to Lincoln Park as of the date of this prospectus and the number of shares set forth in the
adjacent column which we would have sold to Lincoln Park at the applicable assumed average purchase price per share. The numerator
does not include the 55,003 additional commitment shares that may be issued to Lincoln Park pro rata. The number
of shares in such column does not include shares that may be issued to Lincoln Park under the Purchase Agreement which are not
registered in this offering.
|
|
|
(4)
|
The closing price of our Common Stock on May 23, 2017.
|
DESCRIPTION OF OUR CAPITAL STOCK
Common Stock
We are authorized to issue 100,000,000
shares of common stock with a par value of $0.001. As of May 23, 2017 we had 41,376,061 shares of common stock outstanding. Upon
liquidation, dissolution or winding up of the corporation, the holders of common stock are entitled to share ratably in all net
assets available for distribution to stockholders after payment to creditors. Our common stock is not convertible or redeemable
and has no preemptive, subscription or conversion rights. There are no conversion, redemption, sinking fund or similar provisions
regarding the common stock. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of
stockholders. There are no cumulative voting rights.
Each stockholder is entitled to receive
the dividends as may be declared by our board of directors out of funds legally available for dividends and, in the event of liquidation,
to share pro rata in any distribution of our assets after payment of liabilities. Our board of directors is not obligated to declare
a dividend. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other
things, future earnings, the operating and financial condition of our Company, its capital requirements, general business conditions
and other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.
On October 7, 2015, the Company effected
a reverse stock split at a ratio of 1 for 4, whereby every 4 shares of common stock became 1 share of common stock. The authorized
shares of common stock of the Company were therefore proportionally reduced from 400,000,000 to 100,000,000.
Our common stock is traded on the Nasdaq
Capital Market under the trading symbol “AVXL”. On May 23, 2017, the last reported sale price of our common stock was
$5.77 per share.
Nevada Anti-Takeover Law and Charter and Bylaws Provisions
Nevada Revised Statutes sections 78.378
to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles
of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. The statute creates a
number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules
of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that
are organized in the state of Nevada and that have 200 or more shareholders, at least 100 of whom are shareholders of record and
residents of the State of Nevada; and do business in the State of Nevada directly or through an affiliated corporation. Because
of these conditions, the statute does not apply to our Company.
There are no provisions in our articles
of incorporation or our bylaws that would delay, defer or prevent a change in control of our Company.
LEGAL MATTERS
The validity of the securities offered
by this prospectus has been passed upon for us by Snell & Wilmer, L.L.P., Reno, Nevada. If legal matters in connection with
offerings made pursuant to this prospectus are passed upon by counsel for the underwriters, dealers or agents, if any, such counsel
will be named in the prospectus supplement relating to such offering.
EXPERTS
The financial statements as of
September 30, 2016 and 2015 and for each of the three years in the period ended September 30, 2016 and management’s
assessment of the effectiveness of internal control over financial reporting as of September 30, 2016 incorporated by
reference in this prospectus have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered
public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and
accounting.
MATERIAL CHANGES
None.
DISCLOSURE OF COMMISSION POSITION
ON INDEMNIFICATION
Insofar as indemnification for liabilities
arising under the Securities Act, as amended, may be permitted to directors, officers, and controlling persons of the registrant
pursuant to the Company’s constituent documents, or otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid
by a director, officer, or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person connected with the securities being registered, we will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
ANAVEX LIFE SCIENCES CORP.
5,000,000
S
hares of Common Stock Offered by a
Selling Security Holder
PROSPECTUS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various
expenses (other than underwriting discounts and commissions) in connection with the issuance and di
stribution
of the securities registered hereby. The Company will bear all of these expenses. All amounts are estimated except for the SEC
registration fee:
|
SEC registration fee
|
|
$
|
3,362
|
|
|
Legal fees and expenses
|
|
$
|
15,000
|
|
|
Accounting fees and expenses
|
|
$
|
10,000
|
|
|
Miscellaneous fees and expenses
|
|
$
|
1,638
|
|
|
Total expenses
|
|
$
|
30,000
|
|
Item 15. Indemnification of Directors and Officers.
Under the Nevada Revised Statutes, director
immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically
limited by a company’s Articles of Incorporation.
Our
Bylaws provide we have the power to indemnify, to the greatest allowable extent permitted under the Nevada Revised Statutes, directors
or officers of our Company for any duties or obligations arising o
ut of any acts or conduct of the officer or director performed
for or on behalf of our Company. We will reimburse each such person for all legal and other expenses reasonably incurred by him
in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for
under the provisions of the Nevada Revised Statutes.
Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and controlling persons of our Company under Nevada law
or otherwise, our Company has been advised that the opinion of the Securities and Exchange Commission is that such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
At present, there is no pending litigation
or proceeding involving any of our directors, officers or employees in which indemnification is sought, nor are we aware of any
threatened litigation that may result in claims for indemnification.
Item 16. Exhibits.
The exhibits to this registration statement
are listed on the exhibit index, which appears elsewhere herein and is incorporated herein by reference.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(a) (1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
|
(i)
|
to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
|
|
|
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and
|
|
|
(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the registration statement;
|
Provided,
however,
that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the registration statement is on Form S-3 or Form
F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b)
that is part of the registration statement.
|
|
(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, as amended,
each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
|
|
|
(4)
|
That, for the purpose of determining liability under the Securities Act of 1933, as amended, to
any purchaser:
|
|
|
(i)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of
the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
|
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and
included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided,
however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date.
|
|
|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933,
as amended, to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
|
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
|
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
|
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to
the purchaser.
|
|
|
(b)
|
That, for purposes of determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934,
as amended, (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
|
|
|
(c)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended,
may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item
15 above, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, that the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication
of such issue.
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of New York, state of New York, on May 26, 2017.
|
|
ANAVEX LIFE SCIENCES CORP.
|
|
|
|
|
|
|
By:
|
/s/ Christopher Missling, PhD
|
|
|
Name:
|
Christopher Missling, PhD
|
|
|
Title:
|
Chief Executive Officer, Principal
|
|
|
|
Executive Officer and Chairman of
|
|
|
|
the Board of Directors
|
POWER OF ATTORNEY
We, the undersigned
officers and directors of Anavex Life Sciences Corp., do hereby constitute and appoint Christopher Missling, PhD our true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite are necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated
below:
|
Signatures
|
|
Title(s)
|
|
Date
|
|
|
|
|
|
|
|
/s/ Christopher Missling, PhD
|
|
Chief Executive Officer, Principal Executive Officer,
|
|
May 26, 2017
|
|
Christopher Missling, PhD
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Sandra Boenisch, CPA, CGA
|
|
Principal Financial Officer, Principal Accounting
|
|
May 26, 2017
|
|
Sandra Boenisch, CPA, CGA
|
|
Officer
|
|
|
|
|
|
|
|
|
|
/s/ Athanasios Skarpelos
|
|
Director
|
|
May 26, 2017
|
|
Athanasios Skarpelos
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Bernd Metzner, PhD
|
|
Director
|
|
May 26, 2017
|
|
Bernd Metzner, PhD
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Elliot Favus, MD
|
|
Director
|
|
May 26, 2017
|
|
Elliot Favus, MD
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Steffen Thomas, PhD
|
|
Director
|
|
May 26, 2017
|
|
Steffen Thomas, PhD
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Peter Donhauser, D.O.
|
|
Director
|
|
May 26, 2017
|
|
Peter Donhauser, D.O.
|
|
|
|
|
EXHIBIT INDEX
ITEM 16. EXHIBITS
|
Exhibit
No.
|
|
Description of Exhibit
|
|
|
|
|
|
4.1
|
|
Specimen Stock Certificate (incorporated by reference to an exhibit to our Registration Statement on Form SB-2 filed on January 13, 2005)
|
|
|
|
|
|
5.1
|
|
Opinion of Snell & Wilmer, L.L.P.
|
|
|
|
|
|
10.1
|
|
Purchase Agreement, dated as of October 21, 2015 by and between
Anavex Life Sciences Corp. and Lincoln
Park Capital Fund, LLC (incorporated by reference to an exhibit
to our Form S-3/A, filed on August 18, 2016)
|
|
|
|
|
|
10.2
|
|
Registration Rights Agreement, dated as of October 21, 2015, by and between Anavex Life Sciences Corp. and Lincoln Park Capital Fund, LLC (incorporated by reference to an exhibit to our Form S-3/A, filed on August 18, 2016)
|
|
|
|
|
|
23.1
|
|
Consent of BDO USA, LLP
|
|
|
|
|
|
23.2
|
|
Consent of Snell & Wilmer, L.L.P. (incorporated from Exhibit 5.1)
|
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