Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
3
Anavex Life Sciences Corp.
Interim Condensed Consolidated Financial Statements
March 31, 2022
(Unaudited)
F- 1
Anavex Life Sciences Corp.
Interim Condensed Consolidated Balance Sheets
As at March 31, 2022 and September 30, 2021
(Unaudited)
March 31,
September 30,
2022
2021
Assets
Current assets
Cash and cash equivalents
$
153,342,556
$
152,107,745
Incentive and tax receivables
6,468,987
9,136,831
Prepaid expenses and other current assets
464,605
371,914
Total assets
$
160,276,148
$
161,616,490
Liabilities and stockholders' equity
Current Liabilities
Accounts payable
$
2,631,888
$
4,739,781
Accrued liabilities (Note 4)
4,995,388
5,614,774
Deferred grant income
443,831
443,831
Total liabilities
8,071,107
10,798,386
Commitments and Contingencies - Note 6
Stockholders' equity
Capital stock
Authorized:
10,000,000 preferred stock, par value $ 0.001 per share
200,000,000 common stock, par value $ 0.001 per share
Issued and outstanding:
77,161,688 common shares
(September 30, 2021 - 75,918,465 )
77,163
75,920
Additional paid-in capital
371,437,616
348,328,048
Share proceeds receivable
( 403,696
)
—
Accumulated deficit
( 218,906,042
)
( 197,585,864
)
Total stockholders' equity
152,205,041
150,818,104
Total liabilities and stockholders' equity
$
160,276,148
$
161,616,490
See Accompanying Notes to Condensed Consolidated Interim Financial Statements
F- 2
Anavex Life Sciences Corp.
Interim Condensed Consolidated
Statements of Operations and Comprehensive Loss
For the three and six months ended March 31, 2022 and 2021
(Unaudited)
Three months ended March 31,
Six months ended March 31,
2022
2021
2022
2021
Operating expenses
General and administrative
$
2,915,158
$
2,233,745
$
5,982,109
$
3,704,401
Research and development
8,604,589
6,720,841
17,261,028
14,646,360
Total operating expenses
( 11,519,747
)
( 8,954,586
)
( 23,243,137
)
( 18,350,761
)
Other income (expenses)
Grant income
—
10,820
—
10,820
Research and development incentive income
835,513
960,879
1,646,243
2,230,195
Interest income, net
7,578
9,216
12,488
7,657
Foreign exchange gain (loss), net
268,645
( 154,563
)
324,008
178,071
Total other income, net
1,111,736
826,352
1,982,739
2,426,743
Net loss before provision for income taxes
( 10,408,011
)
( 8,128,234
)
( 21,260,398
)
( 15,924,018
)
Income tax expense, current
( 29,800
)
( 26,988
)
( 59,780
)
( 86,269
)
Net loss and comprehensive loss
$
( 10,437,811
)
$
( 8,155,222
)
$
( 21,320,178
)
$
( 16,010,287
)
Net Loss per share
Basic and diluted
$
( 0.14
)
$
( 0.12
)
$
( 0.28
)
$
( 0.24
)
Weighted average number of shares outstanding
Basic and diluted
76,248,603
68,594,867
76,121,792
66,421,380
See Accompanying Notes to Condensed Consolidated Interim Financial Statements
F- 3
Anavex Life Sciences Corp.
Interim Condensed Consolidated Statement of Changes in Stockholders' Equity
For the three months ended March 31, 2022 and 2021
(Unaudited)
Common Stock
Additional Paid-in
Share proceeds
Accumulated
Shares
par value
Capital
Receivable
Deficit
Total
Balance, January 1, 2022
76,155,187
76,156
354,759,781
—
$
( 208,468,231
)
146,367,706
Shares issued pursuant to exercise of stock options
39,700
40
123,386
—
—
123,426
Shares issued under Sales Agreement
966,801
967
12,489,713
( 403,696
)
—
12,086,984
Less: share issue costs
—
—
( 374,720
)
—
—
( 374,720
)
Stock based compensation
—
—
4,439,456
—
—
4,439,456
Net loss
—
—
—
—
( 10,437,811
)
( 10,437,811
)
Balance, March 31, 2022
77,161,688
$
77,163
$
371,437,616
$
( 403,696
)
$
( 218,906,042
)
$
152,205,041
Balance, January 1, 2021
66,962,957
$
66,964
$
213,766,108
—
$
( 167,532,295
)
$
46,300,777
Shares issued under 2019 purchase agreement
Purchase shares
661,708
662
6,649,134
—
—
6,649,796
Commitment shares
21,571
22
( 22
)
—
—
—
Shares issued upon exercise of options
346,900
347
998,455
—
—
998,802
Shares issued under Sales Agreement
2,037,484
2,037
29,039,187
—
—
29,041,224
Less: share issue costs
—
—
( 871,237
)
—
—
( 871,237
)
Stock based compensation
—
—
1,846,156
—
—
1,846,156
Net loss
—
—
—
—
( 8,155,222
)
( 8,155,222
)
Balance, March 31, 2021
70,030,620
$
70,032
$
251,427,781
$
—
$
( 175,687,517
)
$
75,810,296
See Accompanying Notes to Condensed Consolidated Interim Financial Statements
F- 4
Anavex
Life Sciences Corp.
Interim
Condensed Consolidated Statement of Changes in Stockholders' Equity
For
the six months ended March 31, 2022 and 2021
(Unaudited)
Common Stock
Additional Paid-in
Share proceeds
Accumulated
Shares
Par Value
Capital
Receivable
Deficit
Total
Balance, October 1, 2021
75,918,465
$
75,920
$
348,328,048
—
$
( 197,585,864
)
$
150,818,104
Shares issued under Sales Agreement
1,066,389
1,066
14,802,398
( 403,696
)
—
14,399,768
Less: share issue costs
—
—
( 537,806
)
—
—
( 537,806
)
Shares issued upon exercise of stock options
176,834
177
496,746
—
—
496,923
Stock based compensation
—
—
8,348,230
—
—
8,348,230
Net loss
—
—
—
—
( 21,320,178
)
( 21,320,178
)
Balance, March 31, 2022
77,161,688
$
77,163
$
371,437,616
$
( 403,696
)
$
( 218,906,042
)
$
152,205,041
Balance, October 1, 2020
62,045,198
$
62,047
$
186,851,752
—
$
( 159,677,230
)
$
27,236,569
Shares issued under 2019 Purchase Agreement
—
Purchase shares
4,007,996
4,008
24,107,190
—
—
24,111,198
Commitment shares
78,213
78
( 78
)
—
—
—
Shares issued upon exercise of options
346,900
347
998,455
—
—
998,802
Shares issued under Sales Agreement
3,552,313
3,552
37,819,689
—
—
37,823,241
Less: share issue costs
—
—
( 1,134,697
)
—
—
( 1,134,697
)
Stock based compensation
—
—
2,785,470
—
—
2,785,470
Net loss
—
—
—
—
( 16,010,287
)
( 16,010,287
)
Balance, March 31, 2021
70,030,620
$
70,032
$
251,427,781
$
—
$
( 175,687,517
)
$
75,810,296
See Accompanying Notes to Condensed Consolidated Interim Financial Statements
F- 5
Anavex Life Sciences Corp.
Interim Condensed Consolidated Statements of Cash Flows
For the six months ended March 31, 2022 and 2021
(Unaudited)
2022
2021
Cash flows used in operating activities
Net loss
$
( 21,320,178
)
$
( 16,010,287
)
Adjustments to reconcile net loss to net cash used in operations:
Stock-based compensation
8,348,230
2,785,470
Changes in working capital balances:
Incentive and tax receivables
2,667,844
( 2,478,750
)
Prepaid expenses and other current assets
( 109,056
)
57,030
Accounts payable
( 2,107,893
)
( 331,002
)
Accrued liabilities
( 619,386
)
302,205
Deferred grant income
—
487,111
Net cash used in operating activities
( 13,140,439
)
( 15,188,223
)
Cash flows provided by financing activities
Issuance of common shares
14,399,768
61,934,439
Share issue costs
( 521,441
)
( 1,134,697
)
Proceeds from exercise of stock options
496,923
998,802
Net cash provided by financing activities
14,375,250
61,798,544
Increase in cash and cash equivalents during the period
1,234,811
46,610,321
Cash and cash equivalents, beginning of period
152,107,745
29,249,018
Cash and cash equivalents, end of period
$
153,342,556
$
75,859,339
Supplemental Cash Flow Information
Cash paid for state and local minimum income taxes
$
141,374
$
59,281
See Accompanying Notes to Condensed Consolidated Interim Financial Statements
F- 6
Anavex
Life Sciences Corp.
Notes to
the Condensed Consolidated Interim Financial Statements
March 31,
2022
(Unaudited)
Note 1 Description of Business and Basis
of Presentation
Description
of Business
Anavex Life Sciences Corp. (“Anavex”
or the “Company”) is a clinical stage biopharmaceutical company engaged in the development
of differentiated therapeutics by applying precision medicine to central nervous system (“CNS”) diseases with high
unmet need. Anavex analyzes genomic data from clinical studies to identify biomarkers, which are used to select patients that will
receive the therapeutic benefit for the treatment of neurodegenerative and neurodevelopmental diseases. 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, a rare severe neurological
monogenic disorder caused by mutations in the X-linked gene, methyl-CpG-binding protein 2 (“MECP2”) .
Basis of
Presentation
These unaudited interim condensed
consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”) and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for
interim reporting. Accordingly, certain information and note disclosures normally included in the annual
financial statements in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the
opinion of management, the disclosures are adequate to make the information presented not misleading.
These accompanying unaudited interim
condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion
of management are necessary for fair presentation of the information contained herein. The consolidated balance sheet as of September
30, 2021 was derived from the audited annual financial statements but does not include all disclosures required by U.S. GAAP. The
accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended September
30, 2021 filed with the SEC on November 24, 2021. The Company follows the same accounting policies in the preparation of interim
reports.
Operating results for the three
and six months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending September
30, 2022.
Liquidity
All of the Company’s
potential drug compounds are in the clinical development stage and the Company cannot be certain that its research and development
efforts will be successful or, if successful, that its potential drug compounds will ever be approved for sales to pharmaceutical
companies or generate commercial revenues. To date, we have not generated any revenues from our operations. The Company expects the
business to continue to experience negative cash flows from operations for the foreseeable future and cannot predict when, if ever,
our business might become profitable.
F- 7
Anavex
Life Sciences Corp.
Notes to
the Condensed Consolidated Interim Financial Statements
March 31,
2022
(Unaudited)
Note 1 Description of Business and Basis
of Presentation – (Continued)
Management believes that the current
working capital position will be sufficient to meet the Company’s working capital requirements beyond the next 12 months
after the date that these interim condensed consolidated financial statements are issued. The process of drug development can be
costly, and the timing and outcomes of clinical trials is uncertain. The assumptions upon which the Company has based its
estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will
vary depending upon a number of factors including but not limited to the design, timing and duration of future clinical trials,
the progress of the Company’s research and development programs and the level of financial resources available. The Company
has the ability to adjust its operating plan spending levels based on the timing of future clinical trials.
Other than our rights related to
the Sales Agreement (as defined below in Note 5), there can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional
financing on a timely basis, if and when it is needed, it will be forced to delay or scale down some or all of its research and
development activities.
Coronavirus Disease 2019 (COVID-19)
The recent global outbreak of COVID-19 has
not had a material impact on the Company’s results of operations or financial condition as of March 31, 2022. However, the pandemic
continues to rapidly evolve as of the date these condensed consolidated interim financial statements are issued and has created a dynamic
and uncertain situation in the global economy. As such, it is uncertain as to the full magnitude that the outbreak will have on the Company’s
financial condition and future results of operations. Management is actively monitoring the global situation on its business, including
on its clinical trials and operations and financial condition. Given the daily evolution of the COVID-19 situation, and the global responses
to curb its spread, the Company is not able to estimate the effects COVID-19 may have on its future results of operations or financial
condition.
Use of Estimates
The preparation of financial statements
in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The
Company regularly evaluates estimates and assumptions related to accounting for research and development costs, incentive income
receivable, valuation and recoverability of deferred tax assets, asset impairment, stock-based compensation, and loss contingencies.
The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes
to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of
assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material
differences between the estimates and the actual results, future results of operations will be affected.
F- 8
Anavex
Life Sciences Corp.
Notes to
the Condensed Consolidated Interim Financial Statements
March 31,
2022
(Unaudited)
Note 1 Description of Business and Basis
of Presentation – (Continued)
Principles of Consolidation
These consolidated financial statements
include the accounts of Anavex Life Sciences Corp. and its wholly-owned subsidiaries, Anavex Australia Pty Limited. (“Anavex
Australia”), a company incorporated under the laws of Australia, Anavex Germany GmbH, a company incorporated under the laws
of Germany, and Anavex Canada Ltd., a company incorporated under the laws of the Province of Ontario, Canada. All inter-company
transactions and balances have been eliminated.
Fair Value Measurements
The fair value hierarchy under
GAAP is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be
used to measure fair value which are the following:
Level 1 -
quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2
- observable inputs other than Level 1, quoted prices for similar assets or liabilities in active
markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and
model-derived prices whose inputs are observable or whose significant value drivers are observable; and
Level 3 -
assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant
to the fair value of the assets or liabilities.
The book value of cash and cash
equivalents and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of those
instruments.
At March 31, 2022 and September
30, 2021, the Company did not have any Level 3 assets or liabilities.
Basic and Diluted
Loss per Share
Basic income/(loss) per common
share is computed by dividing net income/(loss) available to common stockholders by the weighted average number of common shares
outstanding during the period. Diluted income/(loss) per common share is computed by dividing net income/(loss) available to common
stockholders by the sum of (1) the weighted-average number of common shares outstanding during the period, (2) the dilutive effect
of the assumed exercise of options and warrants using the treasury stock method and (3) the dilutive effect of other potentially
dilutive securities. For purposes of the diluted net loss per share calculation, options and warrants are potentially dilutive
securities and are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive.
As of March 31, 2022, loss per
share excludes 11,510,319 (September 30, 2021 – 11,540,903 ) potentially dilutive common shares related to outstanding options
and warrants, as their effect was anti-dilutive.
F- 9
Anavex
Life Sciences Corp.
Notes to
the Condensed Consolidated Interim Financial Statements
March 31,
2022
(Unaudited)
Note 2 Recent Accounting Pronouncements
Recently
Adopted Accounting Pronouncements
Effective
October 1, 2021, the Company adopted ASU 2019-12, “Simplifying the Accounting for Income Taxes (ASC 740)”, which is
intended to simplify various aspects related to accounting for income taxes by removing certain exceptions to the general principles
in Topic 740 and clarifying and amending existing guidance to improve consistent application. There was no material impact on the
Company’s operations, financial condition, or cash flows.
Note 3 Other Income
Grant Income
During the
year ended September 30, 2021, the Company received $ 497,931 of a $ 995,862 research grant awarded by the Michael J. Fox Foundation
for Parkinson’s Research. The grant will be used to fund a clinical trial of the Company’s lead compound, ANAVEX ® 2-73
related to Parkinson’s disease.
The
grant income is being deferred when received and amortized to other income as the related research and development expenditures are
incurred. During the three and six months ended March 31, 2022, the Company did not recognize any of this grant on its statements of
operations (2021: $ 10,820 and $ 10,820 , respectively). At March 31, 2022, an amount of $ 443,831
(September 30, 2021: $ 443,831 )
of this grant is recorded as deferred grant income, representing the amount of this grant which has not yet been amortized to other
income. The Company will recognize this income on its statement of operations as the relating expenditures are incurred to offset
the income.
Research
and development incentive income
Research
and development incentive income represents the receipt by Anavex Australia, of the Australian research
and development incentive credit, (the “R&D Incentive Credit”).
During the
three and six months ended March 31, 2022 the Company recorded research and development incentive income of $ 835,513 (AUD 1,146,955 )
and $ 1,646,243 (AUD 2,263,317 ) (2021: $ 960,879 (AUD 1,244,133 ) and $ 2,230,195 (AUD 2,980,095 )), respectively, related to the R&D
Incentive Credit for eligible research and development expenses incurred during the period.
Note 4 Accrued liabilities
The principal components of accrued liabilities
consists of:
Schedule of Accrued Liabilities
March 31,
September 31,
2022
2021
Clinical site costs and patient visits
$
1,797,377
$
2,035,800
Accrued compensation and benefits
511,234
1,201,903
Fixed contract accruals
391,818
649,649
Accrued license fees payables
500,000
—
All other accrued liabilities
1,794,959
1,727,422
Total accrued liabilities
$
4,995,388
$
5,614,774
F- 10
Anavex
Life Sciences Corp.
Notes to
the Condensed Consolidated Interim Financial Statements
March 31,
2022
(Unaudited)
Note 5 Equity Offerings
Common Stock
Common shares are voting and are
entitled to dividends as declared at the discretion of the Board of Directors.
Preferred Stock
The Company’s Board of Directors
(the “Board”) has the authority to issue preferred stock in one or more series and to fix the rights, preferences,
privileges, restrictions and the number of shares constituting any series of the designation of the series.
Sales Agreement
The Company entered into a Controlled
Equity Offering Sales Agreement on July 6, 2018, which was amended and restated on May 1, 2020 (the “Sales Agreement”)
with Cantor Fitzgerald & Co. and SVB Leerink LLC (together the “Sales Agents”), pursuant to which the Company
may offer and sell shares of common stock registered under an effective registration statement from time to time through the Sales
Agents (the “Offering”).
Upon delivery of a placement notice
based on the Company’s instructions and subject to the terms and conditions of the Sales Agreement, the Sales Agents may
sell the Shares by methods deemed to be an “at the market offering” offering, in negotiated transactions at market
prices prevailing at the time of sale or at prices related to such prevailing market prices, or by any other method permitted by
law, including negotiated transactions, subject to the prior written consent of the Company. The Company is not obligated to make
any sales of Shares under the Sales Agreement. The Company or Sales Agents may suspend or terminate the offering of Shares upon
notice to the other party, subject to certain conditions. The Sales Agents will act as agent on a commercially reasonable efforts
basis consistent with their normal trading and sales practices and applicable state and federal law, rules and regulations
and the rules of Nasdaq.
The Company has agreed to pay the
Sales Agents commissions for their services of up to 3.0 % of the gross proceeds from the sale of the Shares pursuant to the Sales
Agreement. The Company also agreed to provide the Sales Agents with customary indemnification and contribution rights. During the
six months ended March 31, 2022, 1,066,389 shares were sold pursuant to the Offering for gross proceeds of $ 14,803,464 (net proceeds
of $ 14,265,658 after deducting offering expenses) (2021: 3,552,313 shares were sold for gross proceeds of $ 37,823,241 (net proceeds
of $ 36,688,544 after deducting offering expenses)). At March 31, 2022, an amount of $ 148,589,086 (September 30, 2021: $ 163,392,550 )
was registered pursuant to an effective registration statement and remained available to be sold under the Sales Agreement.
F- 11
Anavex
Life Sciences Corp.
Notes to
the Condensed Consolidated Interim Financial Statements
March 31,
2022
(Unaudited)
Note 5 Equity Offerings
– (continued)
2019 Purchase Agreement
On June 7, 2019, the Company entered
into a $ 50,000,000 purchase agreement (the “2019 Purchase Agreement”) with Lincoln Park, as amended on July 1, 2020,
pursuant to which the Company had the right to sell and issue to Lincoln Park, and Lincoln Park was obligated to purchase, up to
$ 50,000,000 in value of its shares of common stock from time to time over a three-year period until July 1, 2022.
In consideration for entering into
the 2019 Purchase Agreement, the Company issued to Lincoln Park 324,383 shares of common stock as a commitment fee during the year
ended September 30, 2019 and agreed to issue up to 162,191 shares pro rata, when and if, Lincoln Park purchased, at the Company’s
discretion, the $50,000,000 aggregate commitment.
At March 31, 2022 and September
30, 2021, no shares remained available for issuance under the 2019 Purchase Agreement. During the six months ended March
31, 2021, the Company issued to Lincoln Park an aggregate of 4,086,209 shares of common stock including 4,007,996 shares of common
stock for an aggregate purchase price of $ 24,111,198 and 78,213 commitment shares.
Note 6 Commitments and Contingencies
a) Leases
During
the three and six months ended March 31, 2022, the Company incurred office lease expense of $ 16,488 and $ 21,333 (2021: $ 29,903
and $ 98,290 ), respectively.
b) Employee 401(k) Benefit Plan
The
Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan covers all United States
based employees. United States based employees eligible to participate in the plan may contribute up to the current statutory limits
under the Internal Revenue Service regulations. The 401(k) plan permits the Company to make additional matching contributions on
behalf of contributing employees. During the three and six months ended March 31, 2022, the Company made $ 70,940 and $ 93,622 (2021:
$ 57,484 and $ 74,040 ), respectively, in matching contributions under the 401(k) plan.
c) Litigation
The
Company is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain,
and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution
of any such matter will not have a material adverse effect upon the Company’s consolidated financial statements. The Company
does not believe that any of such pending claims and legal proceedings will have a material adverse effect on its consolidated
financial statements.
F- 12
Anavex
Life Sciences Corp.
Notes to
the Condensed Consolidated Interim Financial Statements
March 31,
2022
(Unaudited)
Note 6 Commitments and Contingencies
– (Continued)
d) Share Purchase Warrants
A summary of the status of the Company’s
outstanding share purchase warrants is presented below:
Schedule of exercisable share purchase warrants outstanding
Weighted
Average
Number of
Exercise Price
Shares
($)
Balance, September 30, 2020
500,000
3.88
Granted
60,000
12.00
Exercised
( 350,000 )
4.19
Balance, September 30, 2021
210,000
5.69
Forfeited
( 50,000 )
12.00
Balance, March 31, 2022
160,000
3.72
At March 31,
2022, the Company had share purchase warrants outstanding as follows:
Schedule of share purchase warrants outstanding
Number
Exercise Price
Expiry Date
150,000
$ 3.17
May 6, 2024
10,000
$ 12.00
April 21, 2026
160,000
e) Stock–based Compensation Plan
2015 Stock Option Plan
On September 18, 2015, the Company’s
Board approved a 2015 Omnibus Incentive Plan (the “2015 Plan”), which provided for the grant of stock options and restricted
stock awards to directors, officers, employees and consultants of the Company.
The maximum number of our common shares
reserved for issue under the plan was 6,050,553 shares, subject to adjustment in the event of a change of the Company’s capitalization.
F- 13
Anavex
Life Sciences Corp.
Notes to
the Condensed Consolidated Interim Financial Statements
March 31,
2022
(Unaudited)
Note 6 Commitments and Contingencies – (Continued)
e) Stock-based Compensation Plan – (Continued)
2019 Stock Option Plan
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 maximum number of our common shares
reserved for issue under the plan was 6,000,000 shares, subject to adjustment in the event of a change of the Company’s capitalization.
At March 31, 2022, 406,453 options
previously available under the 2019 Plan and the 2015 Plan became available under the 2022 Plan.
2022 Stock Option Plan
On March 25, 2022, the Board approved,
subject to stockholder approval, the 2022 Omnibus Incentive Plan (the “2022 Plan”). Under the terms of the 2022 Plan,
10,000,000 additional shares of Common Stock will be available for issuance under the plan, in addition to the shares available
under the 2019 Plan and the 2015 Plan. Any awards outstanding under a previous stock option plan will remain subject to and be
paid under such plan, and any shares subject to outstanding awards under a previous 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 2022 Plan.
The 2022 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 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 2022 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 2022 Plan. At March 31, 2022, no awards had been issued under the 2022 Plan and 10,406,453 options were available
for issue under the 2022 Plan, subject to stockholder approval.
F- 14
Anavex
Life Sciences Corp.
Notes to
the Condensed Consolidated Interim Financial Statements
March 31,
2022
(Unaudited)
Note 6 Commitments and Contingencies – (Continued)
e) Stock-based Compensation Plan – (Continued)
A summary of the status of Company’s
outstanding stock options is presented below:
Schedule of outstanding stock purchase options
Weighted
Weighted
Average
Average Grant
Aggregate
Number of
Exercise Price
Date Fair Value
intrinsic value
Shares
($)
($)
($)
Outstanding, September 30, 2020
10,076,266
3.48
14,982,581
Granted
2,732,000
12.55
9.32
Forfeited
( 55,834
)
3.04
2.43
Exercised
( 1,421,529
)
2.89
2.43
24,446,305
Outstanding, September 30, 2021
11,330,903
5.74
140,132,451
Granted
300,000
15.16
10.19
Forfeited
( 103,750
)
5.39
4.04
Exercised
( 176,834
)
2.81
2.23
Outstanding, March 31, 2022
11,350,319
6.04
81,056,222
Exercisable, March 31, 2022
8,201,651
3.81
70,271,175
The following summarizes information
about stock options at March 31, 2022 by a range of exercise prices:
Schedule Of Share-based Payment Arrangement, Option, Activity
Weighted
Range of exercise
average
Weighted
Weighted
prices
Number of
remaining
average
Number of
average
outstanding
contractual
exercise
vested
exercise
From
To
options
life (in years)
price
options
price
$
0.92
$
2.96
4,108,765
5.67
2.29
4,059,181
2.29
$
3.15
$
4.80
2,097,500
5.85
3.30
1,822,500
3.30
$
5.04
$
8.98
3,347,054
5.91
6.06
2,207,054
6.35
$
11.10
$
17.03
500,000
8.03
13.53
67,916
12.62
$
18.11
$
24.58
1,297,000
9.33
19.39
45,000
24.08
11,350,319
8,201,651
The weighted average grant date
fair value of options vested during the three and six months ended March 31, 2022 was $ 3.20 (2021: $ 2.28 ). At March 31, 2022, the
weighted average contractual life of options outstanding was 6.29 years (September 30, 2021: 6.79 years) and for options exercisable
was 5.37 years (September 30, 2021: 5.51 years).
The aggregate intrinsic value is calculated
as the difference between the exercise price of the underlying awards and the quoted market price of the Company’s stock
for the options that were in-the-money at March 31, 2022.
F- 15
Anavex
Life Sciences Corp.
Notes to
the Condensed Consolidated Interim Financial Statements
March 31,
2022
(Unaudited)
Note 6 Commitments and Contingencies – (Continued)
e) Stock-based Compensation Plan – (Continued)
Schedule of general and administrative expenses and research and development expenses
Three months ended March 31,
Six months ended March 31,
2022
2021
2022
2021
General and administrative
$
1,577,831
$
793,957
$
3,249,557
$
1,216,780
Research and development
2,861,625
1,052,199
5,098,673
1,568,690
Total stock-based compensation
$
4,439,456
$
1,846,156
$
8,348,230
$
2,785,470
During
the three and six months ended March 31, 2022, the Company recognized stock-based compensation expense of $ 4,439,456 and $ 8,348,230
(2021: $ 1,846,156 and $ 2,785,470 ), respectively, in connection with the issuance and vesting of stock options and warrants
in exchange for services. These amounts have been included in general and administrative expenses and research and development
expenses on the Company’s statement of operations as follows:
An amount of approximately $ 16,030,270
in stock-based compensation is expected to be recorded over the remaining term of such options through fiscal 2025.
The fair value
of each option award granted during the three and six months ended March 31, 2022 and 2021 is estimated on the date of grant using
the Black Scholes option pricing model based on the following weighted average assumptions:
Schedule of weighted average assumptions for fair value of each option award
2022
2021
Risk-free interest rate
1.40
%
0.64
%
Expected life of options (years)
4.90
5.64
Annualized volatility
95.88
%
96.26
%
Dividend rate
0.00
%
0.00
%
The fair value of stock compensation
charges recognized during the three and six months ended March 31, 2022 and 2021 was determined with reference to the quoted market
price of the Company’s shares on the grant date.
F- 16
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.