What changed in this filing

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Item 9A. Controls and Procedures

2021-11-24 compared with 2020-12-28 · 545 added, 447 removed, 68 unchanged (94% of the section changed)

CONTROLS AND PROCEDURES

Controls and Procedures

maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required

to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the

time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated

and communicated to our management, our chief executive officer and our principal financial officer, to allow timely decisions

regarding required disclosure.

carried out an evaluation, under the supervision and with the participation of our management, including our principal executive

and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as

defined in Rule 13(a)-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal

financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2020.

Annual Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including our Principal

Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over

financial reporting based on criteria established in the framework in Internal Control — Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections

of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

on this evaluation, our management concluded that our internal controls over financial reporting were effective as of September

in Internal Control over Financial Reporting

the quarter ended September 30, 2020, there were no changes in our internal control over financial reporting identified in management’s

evaluation pursuant to Rules 13a 15(d) or 15d 15(d) of the Exchange Act that materially affected, or are reasonably likely to

materially affect, our internal controls over financial reporting.

9B OTHER INFORMATION

10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

and Executive Officers

directors are to be elected at our annual meeting and each director elected is to hold office until his or her successor is elected

and qualified.

Our board of directors may remove our officers at any time.

directors and executive officers, their age, positions held, and duration of such, are as follows:

first appointed

Missling, PhD

President, Chief Executive Officer, Secretary

van der Velden, PhD

Donhauser, D.O.

Boenisch, CPA, CGA

Financial Officer, Treasurer

following is a brief account of the education and business experience of directors and executive officers during at least the

past five years, indicating their principal occupation during the period, and the name and principal business of the organization

by which they were employed.

Missling, PhD .

Christopher Missling has over twenty years of healthcare industry experience in big pharmaceutical, biotech

industry and investment banking.

AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures

that are designed to provide reasonable assurance that material information required to be disclosed in our periodic reports filed

under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules

and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, our chief

executive officer and our principal financial officer, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision

and with the participation of our management, including our principal executive and principal financial officer, of the effectiveness

of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls

and procedures were effective as of September 30, 2021.

Management’s Annual Report on Internal

Control over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal

Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria

established in the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring

Organizations of the Treadway Commission (“COSO”).

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness

to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree

of compliance with the policies or procedures may deteriorate.

Based on this evaluation, our management

concluded that our internal controls over financial reporting were effective as of September 30, 2021.

Changes in Internal Control over Financial

During the quarter ended September 30,

2021, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant

to Rules 13a 15(d) or 15d 15(d) of the Exchange Act that materially affected, or are reasonably likely to materially affect, our

internal controls over financial reporting.

ITEM 9B OTHER

ITEM 10 DIRECTORS,

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

Our directors are to be elected at our

annual meeting and each director elected is to hold office until his or her successor is elected and qualified.

Our Board of Directors

may remove our officers at any time.

Our directors and executive officers,

their ages, positions held, and duration of such, are as follows:

Date first appointed

Christopher Missling, PhD

Director, President, Chief Executive Officer, Secretary

Athanasios Skarpelos

January 9, 2013

Claus van der Velden, PhD

March 2, 2018

Steffen Thomas, PhD

June 15, 2015

Peter Donhauser, D.O.

February 8, 2017

Jiong Ma, PhD

Sandra Boenisch, CPA, CGA

Principal Financial Officer, Treasurer

October 1, 2015

Business Experience

The following is a brief account of

the education and business experience of directors and executive officers during at least the past five years, indicating their

principal occupations during the period, and the names and principal businesses of the organizations by which they were employed.

Christopher Missling, PhD .

Missling has over twenty years of healthcare industry experience in big pharmaceutical, biotech industry and investment banking.

Most recently, from March 2007 until his appointment by our Company, Dr.

Missling served as the

head of healthcare investment banking at Brimberg & Co.

Missling served as the head of healthcare investment banking

at Brimberg & Co.

in New York, New York.

Missling served as the Chief Financial

Officer of Curis, Inc.

(NASDAQ:CRIS) and ImmunoGen, Inc.

Missling served as the Chief Financial Officer of Curis, Inc.

(NASDAQ:CRIS)

and ImmunoGen, Inc.

(NASDAQ:IMGN).

Missling earned his MS and PhD from the University

of Munich and an MBA from Northwestern University Kellogg School of Management and WHU Otto Beisheim School of Management.

Athanasios (Tom) Skarpelos is a self-employed investor with over 20 years of experience working with

private and public companies.

For more than 12 years, he has been focused on biotechnology companies involved in drug

discovery and drug development projects.

His experience has led to relationships with researchers at academic institutes in

Europe and North America.

Missling earned his MS and PhD from the University of Munich and an MBA from Northwestern

University Kellogg School of Management and WHU Otto Beisheim School of Management.

Athanasios Skarpelos .

(Tom) Skarpelos is a self-employed investor with 20 years of experience working with private and public companies with a focus

on biotechnology companies involved in drug discovery and drug development projects.

His experience has led to relationships with

researchers at academic institutes in Europe and North America.

Skarpelos is a founder of Anavex.

van der Velden, PhD .

Claus van der Velden, PhD, brings significant expertise in management, accounting, internal controls

and risk management.

Since July of 2011, he has served as corporate head of Management Accounting, Internal Audit and Risk Management

at Stroeer SE & Co KGaA, a publicly listed German digital media company.

Previously, Dr.

van der Velden served as the Director

of Corporate Business Controlling for the Nutrition & Health business unit at Cognis, a worldwide supplier of global nutritional

ingredients and specialty chemicals.

In this position, he was also a compliance representative and a member of the global leadership

After the acquisition of Cognis by BASF, he was responsible for the management accounting processes of the BASF Nutrition

& Health division, developing and producing mostly natural-source ingredients for the food and healthcare industries.

van der Velden started his career as a strategy consultant at an international marketing and strategy consultancy firm.

in Kiel and Stockholm and received a degree in economics from the University of Kiel and later obtained his doctorate in business

management from the WHU-Otto Beisheim School of Management where he also previously taught economics.

Elliot Favus is Chief Executive Officer of Favus Institutional Research, a healthcare research firm serving institutional

He has been a healthcare equity research analyst on Wall Street since 2006, starting at Lazard Capital Markets and

subsequently at Och-Ziff Capital Management Group.

Prior to working on Wall Street, Dr.

Favus was an Instructor in medicine at

Mount Sinai School of Medicine in New York.

He attended the University of Michigan (BA, 1996), the University of Chicago Pritzker

School of Medicine (MD, 2001) and the NYU-Bellevue Hospital Internal Medicine Residency Program (2004).

He is board-certified

in Internal Medicine (2004) and has 10 years of basic science laboratory experience working on human genetics projects at Harvard

Medical School, the University of Chicago and the University of Pittsburgh.

Steffen Thomas, has over 15 years of experience as a European patent attorney and is currently practicing at

Epping Hermann Fischer, a major intellectual property law firm in Europe.

Previously, he worked for Japan-based Takeda Pharmaceutical

Company, the largest pharmaceutical company in Asia and a top firm worldwide, as an in-house patent attorney.

Prior to that, he

worked for Nycomed Pharma, acquired by Takeda in 2011 for approximately USD $10 billion.

Thomas’ legal practice covers

drafting of patent applications, prosecuting patent applications before national and international patent offices, defending and

challenging patents in opposition, appeal, and nullity proceedings, enforcing patents before the infringement courts, and preparing

opinions on patentability and infringement in the technical field of chemistry.

Thomas has particular expertise in small molecule

pharmaceuticals.

He holds MS and PhD degrees in Chemistry from the University of Munich.

Donhauser, D.O.

Peter Donhauser, had more than 20 years of expertise in clinical research prior to practicing osteopathic

medicine with an integrated medical approach in private practice beginning in 2000.

He worked at the University Hospital of Munich

in the fields of geriatrics and neuromusculoskeletal diseases.

During this time, he was a clinical trial investigator in

multiple Phase 3 studies, including studies sponsored by Merck Sharp & Dohme, Merck, Boehringer Mannheim, Roche, Servier and

He received his human medicine degree at the University of Munich and Doctor of Osteopathic Medicine (D.O.) from the German-American

Academy for Osteopathy, or DAAO, a member of the European Register for Osteopathic Physicians, or EROP, at the Philadelphia College

of Osteopathic Medicine.

Boenisch, CPA, CGA.

Boenisch is a Chartered Professional Accountant (CPA, CGA) with over 15 years of accounting, audit,

and financial reporting experience in a variety of industries, both in the United States and Canada.

Boenisch was an independent

consultant, providing financial reporting services to a range of public companies in the United States and Canada since January

From 2008 until 2012, Ms.

Boenisch was employed at BDO Canada LLP (Vancouver, BC) where she was hired as a Senior Accountant

and was later promoted to Manager, Audit Assurance.

Boenisch specialized in managing assurance engagements for public companies

in the United States and Canada.

Claus van der Velden, PhD .

van der Velden, PhD, brings significant expertise in management, accounting, internal controls, information security and risk management.

Since May 2021, he has served as Managing Director (Chief Financial Officer) of NetCologne

GmbH, a regional telecommunication provider in Germany .

From July 2011 to May 2021, he served as corporate head of Management

Accounting, Internal Audit and Risk Management at Stroeer SE & Co KGaA, a publicly listed German digital media company.

van der Velden served as the Director of Corporate Business Controlling for the Nutrition & Health business unit at Cognis,

a worldwide supplier of global nutritional ingredients and specialty chemicals.

In this position, he was also a compliance representative

and a member of the global leadership team.

After the acquisition of Cognis by BASF, he was responsible for the management accounting

processes of the BASF Nutrition & Health division, developing and producing mostly natural-source ingredients for the food

and healthcare industries.

van der Velden started his career as a strategy consultant at an international marketing and strategy

consultancy firm.

He studied in Kiel and Stockholm and received a degree in economics from the University of Kiel and later obtained

his doctorate in business management from the WHU-Otto Beisheim School of Management where he also previously taught economics.

Steffen Thomas, PhD .

Thomas, has over 15 years of experience as a European patent attorney and is currently practicing at Epping Hermann Fischer, a

major intellectual property law firm in Europe.

Previously, he worked for Japan-based Takeda Pharmaceutical Company, the largest

pharmaceutical company in Asia and a top firm worldwide, as an in-house patent attorney.

Prior to that, he worked for Nycomed Pharma,

acquired by Takeda in 2011 for approximately USD $10 billion.

Thomas’ legal practice covers drafting of patent applications,

prosecuting patent applications before national and international patent offices, defending and challenging patents in opposition,

appeal, and nullity proceedings, enforcing patents before the infringement courts, and preparing opinions on patentability and

infringement in the technical field of chemistry.

Thomas has particular expertise in small molecule pharmaceuticals.

MS and PhD degrees in Chemistry from the University of Munich.

Peter Donhauser, D.O.

Peter Donhauser,

had more than 20 years of expertise in clinical research prior to practicing osteopathic medicine with an integrated medical approach

in private practice beginning in 2000.

He worked at the University Hospital of Munich in the fields of geriatrics and neuromusculoskeletal

During this time, he was a clinical trial investigator in multiple Phase 3 studies, including studies sponsored by Merck

Sharp & Dohme, Merck, Boehringer Mannheim, Roche, Servier and Sanofi.

He received his human medicine degree at the University

of Munich and Doctor of Osteopathic Medicine (D.O.) from the German-American Academy for Osteopathy, or DAAO, a member of the European

Jiong Ma, PhD.

Jiong Ma has over 25

years of experience in investing, building and scaling of companies with a focus on innovative product launches in digital health,

technology and the new energy transition.

Jiong Ma serves and served as a Board Director of LinkinVax, Aledia, Voxel8, Lo3

Energy, mc10, acquired by Medidata, Storiant, Fulham, Convey Computer, acquired by Micron Technology, Powervation, acquired by

RHOM Semiconductor, Laser Light Engine and Carbonite, Inc., which went public via IPO in 2011 and was subsequently acquired by

OpenText in 2019 for approximately $1.45 billion.

As a Partner at Braemar Energy Ventures, where she has worked since 2008, Dr.

Ma has focused on investments in digitization of industry, resource efficiency, mobility, renewable energy infrastructure, and

She was on the firm’s investment committee and has led more than 15 investments in growth stage companies with

focus on innovative product launches, as well as fund raising, negotiating and structuring investments, hiring management teams,

and assembling boards.

As a result of her investment experience, Dr.

Ma has significant knowledge and expertise in the technology

industry, including information security.

Prior to Braemar Energy Ventures, she was with the Venture Capital Group at 3i, a global

private equity firm, where she led investments across multiple stages in Digital Health, TMT and Cleantech.

Among them TransMedics

Group and ImpactRx/Symphony Health Solutions, which was later acquired by PRA Health Sciences.

Preceding the Venture Capital Group

Ma held several senior positions at Lucent Technologies and Bell Labs.

Her responsibilities included lead roles in product

portfolio strategy, new product launches for Optical and Data Networking, and research and product development.

a founding team member of Onetta Inc., a fiber networks company.

She has a PhD in Electrical and Computer Engineering from the

University Colorado at Boulder and an MS in Electrical Engineering from Worcester Polytechnic Institute.

Ma is a Kauffman Fellow.

Sandra Boenisch, CPA, CGA.

Boenisch is a Chartered Professional Accountant (CPA, CGA) with over 15 years of accounting, audit, and financial reporting

experience in a variety of industries, both in the United States and Canada.

Boenisch was an independent consultant, providing

financial reporting services to a range of public companies in the United States and Canada since January 2012.

From 2008 until

Boenisch was employed at BDO Canada LLP (Vancouver, BC) where she was hired as a Senior Accountant and was later promoted

to Manager, Audit Assurance.

Boenisch specialized in managing assurance engagements for public companies in the United States

Prior to that, Ms.

Boenisch worked for another public accounting firm from 2001 to 2008.

independent consultant, Ms.

As an independent consultant,

Boenisch has acquired considerable experience in finance, governance, and regulatory compliance.

holds a BComm from Laurentian University.

Relationships

are no family relationships between any director or executive officer.

in Certain Legal Proceedings

are no material proceedings to which any director or executive officer or any associate of any such director or officer is a party

adverse to our Company or has a material interest adverse to our Company.

with Section 16(a) of the Securities Exchange Act of 1934

16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of

our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes

in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and

5 respectively.

Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission

regulations to furnish us with copies of all Section 16(a) reports that they file.

solely on the copies of such reports and amendments thereto received by us, or written representations that no filings were required,

we believe that all Section 16(a) filing requirements applicable to our executive officers and directors and 10% stockholders

were met for the year ended September 30, 2020.

have adopted a code of ethics that applies to our directors, principal executive officer, principal financial officer, principal

accounting officer or controller, or persons performing similar functions, and to all employees.

We have posted our policy on

our website at www.anavex.com .

Committee and Audit Committee Financial Experts

members of the Audit Committee are Claus van der Velden (Chairman), Athanasios Skarpelos and Steffen Thomas.

Our board of directors

has determined that Claus van der Velden is an “audit committee financial expert” as defined by applicable SEC and

Nasdaq rules.

Audit Committee oversees and reports to our board of directors on various auditing and accounting-related matters, including,

among other things, the maintenance of the integrity of our financial statements, reporting process and internal controls;

selection, evaluation, compensation and retention of our independent registered public accounting firm;

legal and regulatory compliance,

including our disclosure controls and procedures;

She holds a BComm from Laurentian

Family Relationships

There are no family relationships between

any director or executive officer.

Involvement in Certain Legal Proceedings

There are no material proceedings to

which any director or executive officer or any associate of any such director or officer is a party adverse to our Company or has

a material interest adverse to our Company.

Delinquent Section 16(a) Reports

Code of Ethics

We have adopted a code of ethics that

applies to our directors, principal executive officer, principal financial officer, principal accounting officer or controller,

or persons performing similar functions, and to all employees.

We have posted our policy on our website at www.anavex.com .

Audit Committee and Audit Committee Financial

The members of the Audit Committee are

Claus van der Velden (Chairman), Athanasios Skarpelos, Steffen Thomas and Jiong Ma.

Our Board of Directors has determined that

Claus van der Velden is an “audit committee financial expert” as defined by applicable SEC and Nasdaq rules.

The Audit Committee oversees and reports

to our Board of Directors on various auditing and accounting-related matters, including, among other things, the maintenance of

the integrity of our financial statements, reporting process and internal controls;

the selection, evaluation, compensation and

retention of our independent registered public accounting firm;

legal and regulatory compliance, including our disclosure controls

and procedures;

and oversight over our risk management policies and procedures.

Audit Committee operates under a charter that was adopted by our board of directors.

The Audit Committee met five times during

and Corporate Governance Committee

members of our Nominating and Corporate Governance Committee are Claus van der Velden (Chairman), Steffen Thomas and Peter Donhauser.

Nominating and Corporate Governance Committee is appointed by the Board to oversee and evaluate the Board's performance and the

company's compliance with corporate governance regulations, guidelines and principles, to identify individuals qualified to become

Board members, to recommend to the Board proposed nominees for Board membership, and to recommend to the Board directors to serve

on each standing committee.

The Nominating and Corporate Governance Committee did not meet but did act by written consent during

members of our Compensation Committee are Claus van der Velden (Chairman), Steffen Thomas and Peter Donhauser.

Compensation Committee assists our board of directors in discharging its responsibilities relating to compensation of our directors

and executive officers.

Its responsibilities include, among other things, reviewing, approving and recommending compensation programs

and arrangements applicable to our officers;

The Audit Committee operates under a

charter that was adopted by our Board of Directors.

The Audit Committee met four times during fiscal 2021.

The Audit Committee has reviewed and

discussed the audited consolidated financial statements with management.

The Audit Committee has discussed with BDO USA, LLP the matters required to be discussed by the applicable requirements

of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission (the “Commission”).

In addition, the Audit Committee has received the written disclosures and the letter from BDO USA, LLP required by applicable requirements

of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and

has discussed with BDO USA, LLP its independence from the Company and management.

Based on the reviews and discussions referred

to above, the Audit Committee recommended that the audited consolidated financial statements for the Company for the fiscal year

ended September 30, 2021 be included in this Annual Report on Form 10-K for the year ended September 30, 2021 for filing with the

MEMBERS OF THE AUDIT COMMITTEE

Claus van der Velden (Chairman)

Athanasios Skarpelos

Steffen Thomas

Nominating and Corporate Governance

The members of our Nominating and Corporate

Governance Committee are Claus van der Velden (Chairman), Steffen Thomas and Peter Donhauser.

The Nominating and Corporate Governance

Committee is appointed by the board to oversee and evaluate the Board’s performance and the Company’s compliance with

corporate governance regulations, guidelines and principles, to identify individuals qualified to become Board members, to recommend

to the Board proposed nominees for board membership, and to recommend to the Board directors to serve on each standing committee.

The Nominating and Corporate Governance Committee operates under a charter that was adopted by our Board of Directors.

The Nominating

and Corporate Governance Committee met one time during fiscal 2021.

Compensation Committee

The members of our Compensation Committee

are Claus van der Velden (Chairman), Steffen Thomas and Peter Donhauser.

The Compensation Committee assists our

Board of Directors in discharging its responsibilities relating to compensation of our directors and executive officers.

Its responsibilities

include, among other things:

reviewing, approving and recommending compensation programs and arrangements applicable to our officers;

determining the objectives of our executive officer compensation programs;

the evaluation of our senior executives;

administering our incentive compensation plans and equity-based plans, including reviewing

and granting equity awards to our executive officers;

overseeing the evaluation of our senior executives;

administering our incentive compensation plans and equity-based plans, including reviewing and granting equity awards to our executive

and reviewing and approving director compensation and benefits.

The Compensation Committee can delegate to other members

of our Board of Directors, or an officer or officers of the Company, the authority to review and grant stock-based compensation

for employees who are not executive officers.

The Compensation Committee has the responsibilities

and authority designated by Nasdaq rules.

Specifically, the Compensation Committee has the sole discretion to select and receive

advice from a compensation consultant, legal counsel or other adviser and is directly responsible for oversight of their work.

The Compensation Committee must also determine reasonable compensation to be paid to such advisors by us.

The Compensation Committee operates

under a charter that was adopted by our Board of Directors.

The Compensation Committee met two times during fiscal 2021 and also

acted by written consent as required.

The Company’s compensation objectives

are to offer our executive officers’ compensation and benefits that are competitive and meet our goals of attracting, retaining

and motivating highly skilled, talented management, which is necessary for the Company to achieve its financial and strategic objectives

and create long-term value for our stockholders.

A significant portion

of the Company’s executive compensation opportunity is related to factors that directly and indirectly influence shareholder

value, including long-term stock performance and operational performance.

We believe the levels of compensation we provide should

be competitive, reasonable and appropriate for our business needs and circumstances.

Our Executive

Compensation Program and Philosophy

The intent of the Company’s compensation

program is to attract and retain talent, to create incentives for and to reward excellent performance.

We seek to compensate our

executives in a manner that is competitive, rewards performance that creates shareholder value, recognizes individual contributions,

and encourages long-term value creation.

The Compensation

Committee can delegate to other members of our board of directors, or an officer or officers of the Company, the authority to

review and grant stock-based compensation for employees who are not executive officers.

Compensation Committee has the responsibilities and authority designated by Nasdaq rules.

Specifically, the Compensation Committee

has the sole discretion to select and receive advice from a compensation consultant, legal counsel or other adviser and is directly

responsible for oversight of their work.

The Compensation Committee must also determine reasonable compensation to be paid to

such advisors by us.

to the formation of our Compensation Committee, our board of directors performed the functions that would have been handled by

the Compensation Committee.

Compensation Committee operates under a charter that was adopted by our board of directors.

The Compensation Committee met one

time during fiscal 2020 and also acted by written consent as required.

EXECUTIVE COMPENSATION

Company’s compensation objectives are to offer our executive officers’ compensation and benefits that are competitive

and meet our goals of attracting, retaining and motivating highly skilled, talented management, which is necessary for the Company

to achieve its financial and strategic objectives and create long-term value for our stockholders.

significant portion of the Company’s executive compensation opportunity is related to factors that directly and indirectly

influence shareholder value, including long-term stock performance and operational performance.

We believe the levels of compensation

we provide should be competitive, reasonable and appropriate for our business needs and circumstances.

Executive Compensation Program and Philosophy

intent of the Company’s compensation program is to attract and retain talent, to create incentives for and to reward excellent

We seek to compensate our executives in a manner that is competitive, rewards performance that creates shareholder

value, recognizes individual contributions, and encourages long-term value creation.

Compensation Committee meets at least twice per year to review and evaluate executive compensation and each executive officer’s

The Compensation Committee utilizes quantitative and qualitative factors, including the accomplishment of initiatives,

attitude, and leadership and applies overall judgment to assess performance, taking into account the financial condition of the

Committee meets at least twice per year to review and evaluate executive compensation and each executive officer’s performance.

The Compensation Committee utilizes quantitative and qualitative factors, including the accomplishment of initiatives, attitude,

and leadership and applies overall judgment to assess performance, taking into account the financial condition of the Company.

Ultimately, the Compensation Committee seeks to evaluate, based on the achievement of financial and nonfinancial objectives,

1 unchanged sentence

discretionary bonus for such persons taking into account relevant benchmark data .

Compensation Committee believes that a significant portion of each executive’s compensation opportunity should be tied to

variable compensation and value creation for shareholders.

The Compensation Committee believes this mix provides an appropriate

balance between the financial security required to attract and retain qualified individuals, and the Compensation Committee’s

goal of ensuring that executive compensation rewards performance that benefits shareholders over the long term.

Compensation Committee makes recommendations to the Board for all compensation for executives, including the structure and design

of the compensation programs.

The Compensation Committee is responsible for retaining and terminating compensation consultants

and determining the terms and conditions of their engagement.

During fiscal 2020, the Compensation Committee did not engage any

The Compensation Committee believes

that a significant portion of each executive’s compensation opportunity should be tied to variable compensation and value

creation for shareholders.

The Compensation Committee believes this mix provides an appropriate balance between the financial security

required to attract and retain qualified individuals, and the Compensation Committee’s goal of ensuring that executive compensation

rewards performance that benefits shareholders over the long term.

Compensation Consultants

Discretionary Cash Bonuses

Company has an annual discretionary cash bonus program.

The Compensation Committee, or board of directors works with the Chief

Executive Officer to evaluate the Company’s financial performance and overall financial condition to determine if discretionary

bonuses are to be paid.

Company’s executives are entitled to participate in employee benefit plans, programs and arrangements implemented by the

Company and generally available to all salaried employees, such as medical, dental and insurance programs.

Executives are also

allowed to participate in the Company’s tax-qualified 401(k) Plan offered to all similarly situated full-time employees.

particulars of compensation paid to our named executive officers for the last two completed fiscal years:

and Principal

Missling, PhD

Chief Executive Officer, and Director

Financial Officer and Treasurer

(1) Compensation

Boenisch denominated in Canadian Dollars has been translated to US dollars

at an exchange rate of 0.7438 during the year ended September 30, 2020 (2019:

Missling entered into an employment agreement dated July 5, 2013, as amended and extended (the “CEO Employment Agreement”),

whereby we currently pay to Dr.

The Compensation Committee makes recommendations

to the Board for all compensation for executives, including the structure and design of the compensation programs.

The Compensation

Committee is responsible for retaining and terminating compensation consultants and determining the terms and conditions of their

During fiscal 2021, the Compensation Committee did not engage any compensation consultants.

Annual Discretionary

The Company has an annual discretionary

cash bonus program.

The Compensation Committee, or Board of Directors works with the Chief Executive Officer to evaluate the Company’s

financial performance and overall financial condition to determine if discretionary bonuses are to be paid.

The Company’s executives are entitled

to participate in employee benefit plans, programs and arrangements implemented by the Company and generally available to all salaried

employees, such as medical, dental and insurance programs.

Executives are also allowed to participate in the Company’s tax-qualified

401(k) Plan offered to all similarly situated full-time employees.

Summary Compensation

The particulars of compensation paid

to our named executive officers for the last two completed fiscal years:

Name and Principal Position

Option Awards ($)

All other Compensation ($)

Christopher Missling, PhD

President, Chief Executive Officer, and

Sandra Boenisch (1)

Principal Financial Officer and Treasurer

(1) Compensation to Ms.

Boenisch denominated in Canadian

Dollars and has been translated to US dollars at an exchange rate of 0.7915 during the year ended September 30, 2021 (2020:

Employment Agreements

Christopher Missling

Missling entered into an

employment agreement dated July 5, 2013, as amended and extended (the “CEO Employment Agreement”), whereby we currently

Missling an annual base salary of $550,000.

In addition, Dr.

Missling is eligible to earn an annual

cash bonus for each whole or partial calendar year of up to twenty percent of his base salary, and to participate in our employee

benefit plans.

We have agreed to indemnify Dr.

Missling is eligible to earn an annual cash bonus for each

whole or partial calendar year of up to twenty percent of his base salary, and to participate in our employee benefit plans.

have agreed to indemnify Dr.

Missling in connection with his provision of services to us.

Boenisch entered into an amended and restated employment agreement dated October 4, 2017, as amended and extended, whereby

we currently pay Ms.

Boenisch an annual base salary of $200,000 Canadian dollars, effective March 1, 2020.

Boenisch is eligible

for discretionary salary increases.

Equity Awards at Fiscal Year-End

following table sets forth for each named executive officer and director certain information concerning the outstanding equity

awards as of September 30, 2020.

Unexercisable

Sandra Boenisch

Boenisch entered into an

amended and restated employment agreement dated October 4, 2017, as amended and extended, whereby we currently pay Ms.

an annual base salary of $200,000 Canadian dollars.

Boenisch is eligible for discretionary salary increases.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each

named executive officer and director certain information concerning the outstanding equity awards as of September 30, 2021.

Option Awards

Equity Incentive

Unearned Options

Option Exercise

Units of Stock

that have not

a description of our Equity Compensation Plans, please see Item 5 to this annual report on Form 10-K.

table below shows the compensation of our directors who were not our named executive officers for the fiscal year ended September

Earned or Paid in Cash

Incentive Plan Compensation ($)

Deferred Compensation Earnings ($)

Other Compensation ($)

van der Velden

At September 30, 2020, the aggregate number of outstanding vested and unvested stock option awards held by each director was:

Skarpelos options to purchase 245,500 shares, Mr.

Van der Velden options to purchase 145,500 shares, Mr.

Favus options to

purchase 290,500 shares, Mr.

Thomas options to purchase 245,500 shares and Mr.

Donhauser options to purchase 145,500 shares.

currently compensate Claus van der Velden $4,000 per quarter for performing the functions of Chairman of our Audit Committee,

Compensation Committee and Nominating and Corporate Governance Committee.

addition, directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection

with attendance at meetings of our board of directors.

Our board of directors may award further special remuneration to any director

undertaking any special services on our behalf other than services ordinarily required of a director.

or Similar Benefit Plans

are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

Retirement, Other Termination, or Change in Control Arrangements

Employment Agreement with Dr.

Missling contains provisions regarding our obligations upon his termination and upon a change of

In the event of a change of control, as such term is defined in the employment agreement, all previously granted but

unvested stock options held by Dr.

Missling shall vest.

Unexercisable

Christopher Missling

April 2, 2025

Sept 18, 2025

July 18, 2026

Sept 22, 2026

January 6, 2030

December 30, 2030

August 2, 2031

Sandra Boenisch

January 6, 2030

December 30, 2030

August 2, 2031

Compensation of Directors

The table below shows the compensation

of our directors who were not our named executive officers for the fiscal year ended September 30, 2021:

Fees Earned or Paid in Cash

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Athanasios Skarpelos

Claus van der Velden

Steffen Thomas

Peter Donhauser

(1) At September 30, 2021, the aggregate

number of outstanding vested and unvested stock option awards held by each director was:

Skarpelos options to purchase 305,500

van der Velden options to purchase 205,500 shares, Dr.

Thomas options to purchase 305,500 shares, Dr.

Donhauser options

to purchase 205,500 shares and Dr.

Ma options to purchase 60,000 shares.

We currently compensate non-employee

directors $25,000 per year, paid quarterly, effective January 1, 2021.

We compensate Claus van der Velden an additional $4,000

per quarter for performing the functions of Chairman of our Audit Committee, Compensation Committee and Nominating and Corporate

Governance Committee.

In addition, directors are entitled

to participate in our long term incentive plans adopted by our Board of Directors and are entitled to reimbursement for reasonable

travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors.

of Directors may award further special remuneration to any director undertaking any special services on our behalf other than services

ordinarily required of a director.

Retirement or Similar Benefit Plans

There are no arrangements or plans in

which we provide retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination,

or Change in Control Arrangements

Our Employment Agreement with Dr.

contains provisions regarding our obligations upon his termination and upon a change of control.

In the event of a change of control,

as such term is defined in the employment agreement, all previously granted but unvested stock options held by Dr.

Missling shall

Depending on the nature of the termination of Dr.

Missling’s services,

certain of his salary, bonus and granted securities shall vest in the amounts at such time as set forth in the Employment Agreement.

Missling’s services, certain of his salary, bonus and granted securities

shall vest in the amounts at such time as set forth in the Employment Agreement.

A copy of Dr.

Missling’s Second Amendment to Employment Agreement is set forth in its entirety as an exhibit hereto.

employment agreement with Sandra Boenisch contains provisions regarding our obligations to Ms.

Missling’s Employment Agreement

and all amendments thereto are set forth as exhibits hereto.

Our employment agreement with Sandra

Boenisch contains provisions regarding our obligations to Ms.

Boenisch upon a change of control.

In the event of a change of control, as such term is defined in the employment agreement, all of the remaining unvested option

shares granted to Ms.

Boenisch will immediately vest with no restrictions on purchase or sales.

In the event of a change of control,

as such term is defined in the employment agreement, all of the remaining unvested option shares granted to Ms.

Boenisch will immediately

vest with no restrictions on purchase or sales.

A copy of Ms.

employment agreement is set forth in its entirety as an exhibit hereto.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth, as of December 28, 2020, certain information with respect to the beneficial ownership of our common

stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current

directors and our named executive officers and by our current directors and executive officers as a group.

We have determined

the number and percentage of shares beneficially owned by such person in accordance with Rule 13d-3 under the Securities Exchange

This information does not necessarily indicate beneficial ownership for any other purpose.

and address of

Boenisch’s employment agreement is set forth in its entirety

as an exhibit hereto.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of

November 19, 2021, certain information with respect to the beneficial ownership of our common stock by each stockholder known by

us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and our named executive

officers and by our current directors and executive officers as a group.

We have determined the number and percentage of shares

beneficially owned by such person in accordance with Rule 13d-3 under the Securities Exchange Act of 1934.

This information does

not necessarily indicate beneficial ownership for any other purpose.

Title of class

Name and address of

beneficial owner

and nature of

Amount and nature of

beneficial ownership

Missling (CEO/Director)

Christopher Missling (CEO/Director)

6,229,644 (2)

Skarpelos (Director)

Athanasios Skarpelos (Director)

1,586,958 (3)

van der Velden (Director)

Favus (Director)

Thomas (Director)

Donhauser (Director)

Boenisch (Principal Financial Officer)

& Executive Officers as a group (7 persons)

(1) Percentage

of ownership is based on 66,962,957 of our

common stock issued and outstanding as of December 28, 2020.

Except as otherwise indicated,

we believe that the beneficial owners of the common stock listed above, based on information

furnished by such owners, have sole investment and voting power with respect to such

shares, subject to community property laws where applicable.

Beneficial ownership is

determined in accordance with the rules of the Securities and Exchange Commission and

generally includes voting or investment power with respect to securities.

Shares of common

stock subject to options or warrants currently exercisable or exercisable within 60 days,

are deemed outstanding for purposes of computing the percentage ownership of the person

holding such option or warrants but are not deemed outstanding for purposes of computing

the percentage ownership of any other person.

options to purchase 500,000 shares of our common stock at $1.60 per share, options to

purchase 125,000 shares of our common stock at $1.32 per share, options to purchase 500,000

shares of our common stock at $0.92 per share, options to purchase 187,500 shares of

our common stock at $5.04 per share, options to purchase 379,625 shares of our common

stock at $6.26 per share, options to purchase 861,429 shares of our common stock at $7.06

per share, options to purchase 500,000 shares of our common stock at $3.28 per share,

and options to purchase 450,000 shares of our common stock at $5.92 per share, options

to purchase 400,000 shares of our common stock at $3.30 per share, options to purchase

450,000 shares of our common stock at $2.30 per share, options to purchase 409,500 shares

of our common stock at $2.58 per share and options to purchase 250,000 shares of our

common stock at $3.15 per share that are vested or are vesting within 60 days.

options to purchase 500,000 shares of our common stock at $3.15 per share and options

to purchase 550,000 shares of our common stock at $2.96 per share that do not vest within

options to purchase 50,000 shares of our common stock at $0.92 per share and options

to purchase 100,000 shares of our common stock at $3.28 per share, options to purchase

45,500 shares of our common stock at $2.58 per share and options to purchase 50,000 shares

of our common stock at $2.96 per share that have vested or are vesting within 60 days.

options to purchase 33,334 shares of our common stock at $2.60 per share, options to

purchase 45,500 shares of our common stock at $2.58 per share and options to purchase

50,000 shares of our common stock at $2.96 per share that have vested or are vesting

within 60 days.

Excludes options to purchase 16,666 shares of our common stock at

$2.60 per share that are not vesting within 60 days.

(5) Includes options

to purchase 37,500 shares of our common stock at $1.20 per share, options to purchase

50,000 shares of our common stock at $0.92 per share, options to purchase 1,500 shares

of our common stock at $5.64 per share, options to purchase 1,500 shares of our common

stock at 5.57 per share, options to purchase 1,500 shares of our common stock at $4.90

per share, options to purchase 1,500 shares of our common stock at $5.66 per share, options

to purchase 1,500 shares of our common stock at $6.11 per share, options to purchase

100,000 shares of our common stock at $3.28 per share, options to purchase 45,500 shares

of our common stock at $2.58 per share and options to purchase 50,000 shares of our common

stock at $2.96 per share that have vested or are vesting within 60 days.

options to purchase 50,000 shares of our common stock at $1.76 per share and options

to purchase 100,000 shares of our common stock at $3.28 per share, options to purchase

45,500 shares of our common stock at $2.58 per share, and options to purchase 50,000

shares of our common stock at $2.96 per share that have vested or are vesting within

options to purchase 50,000 shares of our common stock at $5.39 per share, options to

purchase 45,500 shares of our common stock at $2.58 per share and options to purchase

50,000 shares of our common stock at $2.96 per share that have vested or are vesting

Claus van der Velden (Director)

Steffen Thomas (Director)

Peter Donhauser (Director)

Jiong Ma (Director)

Sandra Boenisch (Principal Financial Officer)

Directors & Executive Officers as a group (7 persons)

*Less than 1%

(1) Percentage of ownership is based on 76,018,053 of our common stock

issued and outstanding as of November 19, 2021.

Except as otherwise indicated, we believe that the beneficial owners of the common

stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares,

subject to community property laws where applicable.

Beneficial ownership is determined in accordance with the rules of the Commission

and generally includes voting or investment power with respect to securities.

Shares of common stock subject to options or warrants

currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership

of the person holding such option or warrants but are not deemed outstanding for purposes of computing the percentage ownership

of any other person.

(2) Includes options to purchase 500,000 shares of our

common stock at $1.60 per share, options to purchase 73,380 shares of our common stock at $1.32 per share, options to purchase

500,000 shares of our common stock at $0.92 per share, options to purchase 187,500 shares of our common stock at $5.04 per share,

options to purchase 379,625 shares of our common stock at $6.26 per share, options to purchase 861,429 shares of our common stock

at $7.06 per share, options to purchase 500,000 shares of our common stock at $3.28 per share, options to purchase 450,000 shares

of our common stock at $5.92 per share, options to purchase 400,000 shares of our common stock at $3.30 per share, options to purchase

450,000 shares of our common stock at $2.30 per share, options to purchase 409,500 shares of our common stock at $2.58 per share,

and options to purchase 500,000 shares of our common stock at $3.15 per share that are vested or are vesting within 60 days.

options to purchase 250,000 shares of our common stock at $3.15 per share, options to purchase 550,000 shares of our common stock

at $2.96 per share, options to purchase 550,000 shares of our common stock at $5.49 per share, and options to purchase 500,000

shares of our common stock at $18.11 that do not vest within 60 days.

(3) Includes options to purchase 50,000 shares of our common stock at

$0.92 per share and options to purchase 100,000 shares of our common stock at $3.28 per share, options

to purchase 45,500 shares of our common stock at $2.58 per share , options to purchase 50,000 shares of our common stock

at $2.96 per share, and options to purchase 35,000 shares of our common stock at $5.49 per share that have vested or are vesting

within 60 days.

options to purchase 25,000 shares of our common stock at $5.68 per share, options to

purchase 106,696 shares of our common stock at $3.28 per share, options to purchase 35,000

shares of our common stock at $5.92 per share, options to purchase 30,000 shares of our

common stock at $3.30 per share, and options to purchase 30,000 shares of our common

stock at $2.30 per share, and options to purchase 27,300 shares of our common stock at

$2.58 per share that have vested or are vesting within 60 days.

Excludes options to purchase

35,000 shares of common stock at $2.93 per share and options to purchase 70,000 shares

of our common stock at $2.96 per share that do not vest within 60 days.

are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control

of our Company.

Authorized for Issuance under Equity Compensation Plans or Individual Compensation Arrangements

following table summarizes certain information regarding our equity compensation plan or individual compensation arrangements

at September 30, 2020:

Compensation Plan Information

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options, warrants and rights

of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in

compensation plans approved by security holders

compensation plans not approved by security holders

Excludes options to purchase 25,000 shares of our common stock at $18.11 that do not

vest within 60 days.

(4) Includes options to purchase 50,000 shares of our common

stock at $2.60 per share, options to purchase 45,500 shares of our common stock at $2.58 per share,

options to purchase 50,000 shares of our common stock at $2.96 per share, and options to purchase 35,000 shares of our common stock

at $5.49 that have vested or are vesting within 60 days .

Excludes options to purchase 25,000 shares

of our common stock at $18.11 per share that are not vesting within 60 days.

Includes options to purchase 50,000 shares of our common stock at $1.76 per share and options to purchase 100,000 shares of our common stock at $3.28 per share, options to purchase 45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, and options to purchase 35,000 shares of our common stock at $5.49 per share that have vested or are vesting within 60 days.

Excludes options to purchase 25,000 shares of our common stock at $18.11 per share that are not vesting within 60 days.

Includes options to purchase 50,000 shares of our common stock at $5.39 per share, options to purchase 45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, and options to purchase 35,000 shares of our common stock at $5.49 per share that have vested or are vesting within 60 days .

Excludes options to purchase 25,000 shares of our common stock at $18.11 per share that are not vesting within 60 days.

Excludes options to purchase 35,000 shares of common stock at $13.01 per share and options to purchase 25,000 shares of our

common stock at $18.11 per share that do not vest within 60 days.

Includes options to purchase 30,000 shares of our common stock at $3.30 per share, and options to purchase 30,000 shares of our common stock at $2.30 per share, options to purchase 27,300 shares of our common stock at $2.58 per share, options to purchase 35,000 shares of our common stock at $2.93 that have vested or are vesting within 60 days.

Excludes options to purchase 70,000 shares of our common stock at $2.96 per share, options to purchase 50,000 shares of our common stock at $5.49 and options to purchase 40,000 shares of our common stock at $18.11 that do not vest within 60 days.

Change in Control

We are unaware of any contract or other

arrangement, the operation of which may at a subsequent date result in a change of control of our Company.

Securities Authorized for Issuance under

Equity Compensation Plans or Individual Compensation Arrangements

The following table summarizes certain

information regarding our equity compensation plan or individual compensation arrangements at September 30, 2021:

Equity Compensation Plan Information

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

2019 Stock Option Plan

January 15, 2019, the Board approved the 2019 Omnibus Incentive Plan (the “2019 Plan”), which provides for the grant

of stock options and restricted stock awards to directors, officers, employees, consultants and advisors of the Company.

Plan was approved by our stockholders on April 5, 2019.

the terms of the 2019 Plan, 6,000,000 shares of Common Stock are available for issuance, in addition to the shares available under

the 2015 Plan.

Any awards outstanding under the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”) or the

Company’s 2007 Stock Option Plan (the “2007 Plan”) will remain subject to and be paid under the 2015 Plan or

the 2007 Plan, respectively, and any shares subject to outstanding awards under the 2015 Plan or the 2007 Plan that subsequently

cease to be subject to such awards (other than by reason of settlement of the awards in shares) will automatically become available

for issuance under the 2019 Plan.

2019 Plan provides that it may be administered by the Board, or the Board may delegate such responsibility to a committee.

exercise price will be determined by the board of directors at the time of grant shall be at least equal to the fair market value

on such date.

If the grantee is a 10% stockholder on the grant date, then the exercise price shall not be less than 110% of fair

market value of the Company’s shares of common stock on the grant date.

Stock options may be granted under the 2019 Plan

for an exercise period of up to ten years from the date of grant of the option or such lesser periods as may be determined by

the board, subject to earlier termination in accordance with the terms of the 2019 Plan.

purpose of the 2019 Plan is to retain the services of valued key employees and consultants of our Company and such other persons,

and to encourage such persons to acquire a greater proprietary interest in our Company, thereby strengthening their incentive

to achieve the objectives of the shareholders of our Company.

The purpose is also to serve as an aid and inducement in the hiring

of new employees and to provide an equity incentive to consultants.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

with related persons

have been no transactions, since October 1, 2018, or currently proposed transactions, in which we were or are to be a participant

On January 15, 2019, the Board approved

the 2019 Omnibus Incentive Plan (the “2019 Plan”), which provides for the grant of stock options and restricted stock

awards to directors, officers, employees, consultants and advisors of the Company.

The 2019 Plan was approved by our stockholders

on April 5, 2019.

Under the terms of the 2019 Plan, 6,000,000

shares of Common Stock were made available for issuance[, in addition to the shares available under the 2015 Plan].

outstanding under the Company’s 2015 Omnibus Incentive Plan (the “2015 Plan”) or the Company’s 2007 Stock

Option Plan (the “2007 Plan”) will remain subject to and be paid under the 2015 Plan or the 2007 Plan, respectively,

and any shares subject to outstanding awards under the 2015 Plan or the 2007 Plan that subsequently cease to be subject to such

awards (other than by reason of settlement of the awards in shares) will automatically become available for issuance under the

The 2019 Plan provides that it may be

administered by the Board, or the Board may delegate such responsibility to a committee.

The exercise price will be determined

by the Board of Directors at the time of grant shall be at least equal to the fair market value on such date.

If the grantee is

a 10% stockholder on the grant date, then the exercise price shall not be less than 110% of fair market value of the Company’s

shares of common stock on the grant date.

Stock options may be granted under the 2019 Plan for an exercise period of up to ten

years from the date of grant of the option or such lesser periods as may be determined by the board, subject to earlier termination

in accordance with the terms of the 2019 Plan.

The purpose of the 2019 Plan is to retain

the services of valued key employees and consultants of our Company and such other persons, and to encourage such persons to acquire

a greater proprietary interest in our Company, thereby strengthening their incentive to achieve the objectives of the shareholders

of our Company.

The purpose is also to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive

to consultants.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with related persons

been no transactions , since October 1, 2020, or currently proposed transactions, in which we were or are to be a participant

and the amount involved exceeds the lesser of $120,000 or one percent of the average of the smaller reporting company’s total

2 unchanged sentences

director or executive officer of our Company;

beneficial owner of shares carrying more than 5% of the voting rights attached to our

outstanding shares of common stock;

member of the immediate family (including spouse, parents, children, siblings and in-laws)

of any of the foregoing persons.

of Named Executive Officers and Directors

information regarding compensation of named executive officers and directors, please see “Item 11.

any beneficial owner of shares carrying more than 5% of the voting

rights attached to our outstanding shares of common stock;

any member of the immediate family (including spouse, parents, children,

siblings and in-laws) of any of the foregoing persons.

Compensation of Named Executive Officers

and Directors

For information regarding compensation

of named executive officers and directors, please see “Item 11.

Executive Compensation.”

the NASDAQ Stock Market Rules, the Board has a responsibility to make an affirmative determination that those members of its Board

that serve as independent directors do not have any relationships with the Company and its businesses that would impair their

independence.

The Board has determined that that Christopher Missling, PhD is not independent as that term is defined by NASDAQ

5605(a)(2) because Mr.

Missling serves as our President, Chief Executive Officer, and Secretary.

Board has determined that that Claus van der Velden, Elliot Favus, Athanasios Skarpelos, Steffen Thomas and Peter Donhauser are

independent as that term is defined by NASDAQ 5605(a)(2) and the applicable rules of the Securities and Exchange Commission.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Paid to Our Independent Registered Public Accounting Firm

following table sets forth the aggregate fees billed or expected to be billed to our Company for professional services rendered

by our independent registered public accounting firm, for the fiscal years ended September 30, 2020 and 2019:

Consist of fees billed for professional services rendered for the audits of our financial statements, reviews of our

interim financial statements included in quarterly reports, services performed in connection with regular filings with the Securities

and Exchange Commission for the fiscal years ended September 30, 2020 and 2019 in connection with statutory and regulatory filings

or engagements.

on Pre-Approval by Audit Committee of Services Performed by Independent Registered Public Accounting Firm

Audit Committee pre-approves all services provided by our independent registered public accounting firm.

All of the above services

and fees were reviewed and approved by our Audit Committee before the respective services were rendered.

Audit Committee has considered the nature and amount of fees billed or expected to be billed by BDO USA, LLP and believes that

the provision of services for activities unrelated to the audit was compatible with maintaining BDO USA, LLP’s independence.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Director Independence

Under the NASDAQ Stock Market Rules, the Board

has a responsibility to make an affirmative determination that those members of its Board that serve as independent directors do

not have any relationships with the Company and its businesses that would impair their independence.

The Board has determined that

that Christopher Missling, PhD is not independent as that term is defined by NASDAQ 5605(a)(2) because Mr.

Missling serves as our

President, Chief Executive Officer, and Secretary.

The Board has determined

that that Claus van der Velden, Athanasios Skarpelos, Steffen Thomas, Peter Donhauser and Jiong

Ma are independent as that term is defined by NASDAQ 5605(a)(2) and the applicable rules of the Commission .

ACCOUNTING FEES AND SERVICES

Fees Paid to Our Independent Registered

Public Accounting Firm

The following table sets forth the aggregate

fees billed or expected to be billed to our Company for professional services rendered by our independent registered public accounting

firm, for the fiscal years ended September 30, 2021 and 2020:

Audit Related Fees

All Other Fees

Consist of fees

billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements

included in quarterly reports, services performed in connection with regular filings with the Commission for the fiscal years

ended September 30, 2021 and 2020 in connection with statutory and regulatory filings or engagements.

Policy on Pre-Approval by Audit Committee

of Services Performed by Independent Registered Public Accounting Firm

Our Audit Committee pre-approves all

services provided by our independent registered public accounting firm.

All of the above services and fees were reviewed and approved

by our Audit Committee before the respective services were rendered.

Our Audit Committee has considered the

nature and amount of fees billed or expected to be billed by BDO USA, LLP and believes that the provision of services for activities

unrelated to the audit was compatible with maintaining BDO USA, LLP’s independence.

FINANCIAL STATEMENT SCHEDULES

of Incorporation and Bylaws

Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2 filed on January 13, 2005)

Articles of Incorporation, as amended*

Bylaws (incorporated by reference to our Current Report on Form 8-K filed on September 28, 2007)

Articles of Merger filed with the Secretary of State of Nevada on January 10, 2007 and which is effective January 25, 2007 (incorporated by reference to our Current Report on Form 8-K filed on January 25, 2007)

2015 Omnibus Incentive Plan (incorporated by reference to our Annual Report on Form 10-K filed on December 29, 2015)

2019 Omnibus Incentive Plan (incorporated by reference to our Proxy Statement, dated February 11, 2019, as filed on February 11, 2019)

Purchase Agreement, dated as of June 7, 2019, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to our Current Report on Form 8-K filed on June 12, 2019)

Registration Rights Agreement, dated as of June 7, 2019, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to our Current Report on Form 8-K filed on June 12, 2019)

First Amendment to Purchase Agreement, dated as of July 1, 2020, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to our Current Report on Form 8-K filed on July 2, 2020)

Employment Agreement, dated as of July 5, 2013, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 13, 2014)

First Amendment to Employment Agreement, dated as of July 5, 2016, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on July 7, 2016)

4 unchanged sentences

1 to Amended and Restated Employment Agreement between the Company and Sandra Boenisch, dated February 4, 2020 (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 6, 2020)

Amended and Restated Sales Agreement, dated May 1, 2020, by and among Anavex Life Sciences Corp., Cantor Fitzgerald & Co.

Amended and Restated Sales Agreement, dated May 1, 2020, by and among the Company, Cantor Fitzgerald & Co.

and SVB Leerink LLC (incorporated by reference to our Current Report on Form 8-K filed on May 1, 2020)

Letter Agreement, dated June 22, 2021 between the Company and H.C.

Wainwright & Co., LLC (incorporated by reference to our Current Report on Form 8-K filed on June 24, 2021)

Form of Securities Purchase Agreement, dated June 22, 2021 between the Company and the investor named therein (incorporated by reference to our Current Report on Form 8-K filed on June 24, 2021)

Exhibit Number Description

Code of Ethics Adopted on September 13, 2016 (incorporated by reference to our Annual Report on Form 10-K filed on December 14, 2016)

6 unchanged sentences

Section 906 Certification of Christopher Missling, PhD and Sandra Boenisch

Insider Trading Policy Adopted August 9, 2017 (incorporated by reference to our Annual Report on Form 10-K filed on December 11, 2017)

INSTANCE DOCUMENT

4 unchanged sentences

TAXONOMY EXTENSION PRESENTATION LINKBASE

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

FORM 10-K SUMMARY

^ Denotes a management contract or compensatory plan

or arrangement.

Not Applicable.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned thereunto duly authorized.

LIFE SCIENCES CORP.

November 24, 2021

ANAVEX LIFE SCIENCES CORP.

/s/ Christopher Missling, PhD

Christopher Missling, PhD

Christopher Missling,

Executive Officer (Principal Executive Officer)

Chief Executive Officer (Principal Executive

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Christopher Missling, PhD

Missling, PhD

Executive Officer (Principal Executive Officer)

Sandra Boenisch

Boenisch, CPA, CGA

Financial Officer and Treasurer (Principal Accounting Officer)

/s/ Christopher Missling, PhD

November 24, 2021

Christopher Missling,

Chief Executive Officer

(Principal Executive Officer)

/s/ Sandra Boenisch

Sandra Boenisch, CPA,

Principal Financial

Officer and Treasurer (Principal Accounting Officer)

/s/ Athanasios Skarpelos

November 24, 2021

Athanasios Skarpelos

Claus van der Velden, PhD

van der Velden, PhD

Elliot Favus, MD

/s/ Claus van der Velden, PhD

November 24, 2021

Claus van der Velden,

/s/ Steffen Thomas, PhD

November 24, 2021

Steffen Thomas, PhD

/s/ Peter Donhauser, D.O.

November 24, 2021

Peter Donhauser, D.O.

Peter Donhauser,

/s/ Jiong Ma, PhD

November 24, 2021

Jiong Ma, PhD

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures