Item 1. Financial Statements
ITEM
1. FINANCIAL STATEMENTS
Anavex Life Sciences Corp.
Interim Condensed Consolidated Financial Statements
June 30, 2022
(Unaudited)
3
Anavex
Life Sciences Corp.
Interim
Condensed Consolidated Balance Sheets
As
at June 30, 2022 and September 30, 2021
(Unaudited)
June 30,
2022
September 30, 2021
Assets
Current assets
Cash and cash equivalents
$ 153,199,352
$ 152,107,745
Incentive and tax receivables
6,559,829
9,136,831
Prepaid expenses and other current assets
461,963
371,914
Total assets
$ 160,221,144
$ 161,616,490
Liabilities and stockholders' equity
Current Liabilities
Accounts payable
$ 3,126,892
$ 4,739,781
Accrued liabilities (Note 4)
5,913,821
5,614,774
Deferred grant income
443,831
443,831
Total liabilities
9,484,544
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:
77,942,568 common shares
(September 30, 2021 - 75,918,465 )
77,944
75,920
Additional paid-in capital
381,932,039
348,328,048
Accumulated deficit
( 231,273,383 )
( 197,585,864 )
Total stockholders' equity
150,736,600
150,818,104
Total liabilities and stockholders' equity
$ 160,221,144
$ 161,616,490
See
Accompanying Notes to Condensed Consolidated Interim Financial Statements
4
Anavex
Life Sciences Corp.
Interim
Condensed Consolidated
Statements
of Operations and Comprehensive Loss
For
the three and nine months ended June 30, 2022 and 2021
(Unaudited)
Three months ended June 30,
Nine months ended June 30,
2022
2021
2022
2021
Operating expenses
General and administrative
$ 3,185,451
$ 2,434,127
$ 9,167,560
$ 6,138,528
Research and development
9,273,269
8,964,528
26,534,297
23,610,888
Total operating expenses
( 12,458,720 )
( 11,398,655 )
( 35,701,857 )
( 29,749,416 )
Other income (expenses)
Grant income
—
43,280
—
54,100
Research and development incentive income
682,432
1,363,661
2,328,675
3,593,856
Interest income, net
229,917
11,453
242,405
19,110
Foreign exchange(loss) gain, net
( 732,549 )
( 160,880 )
( 408,541 )
17,191
Total other income, net
179,800
1,257,514
2,162,539
3,684,257
Net loss before provision for income taxes
( 12,278,920 )
( 10,141,141 )
( 33,539,318 )
( 26,065,159 )
Income tax expense, current
( 88,421 )
( 39,000 )
( 148,201 )
( 125,269 )
Net loss and comprehensive loss
$ ( 12,367,341 )
$ ( 10,180,141 )
$ ( 33,687,519 )
$ ( 26,190,428 )
Net Loss per share
Basic and diluted
$ ( 0.16 )
$ ( 0.14 )
$ ( 0.44 )
$ ( 0.39 )
Weighted average number of shares outstanding
Basic and diluted
77,442,236
70,589,651
76,561,940
67,810,774
See Accompanying Notes to Condensed
Consolidated Interim Financial Statements
5
Anavex
Life Sciences Corp.
Interim
Condensed Consolidated Statement of Changes in Stockholders' Equity
For
the three months ended June 30, 2022 and 2021
(Unaudited)
Common
Stock
Additional
Share
Paid-in
proceeds
Accumulated
Shares
Par
Value
Capital
Receivable
Deficit
Total
Balance,
April 1, 2022
77,161,688
77,163
371,437,616
$
( 403,696
)
$
( 218,906,042
)
152,205,041
Shares
issued under Sales Agreement
557,177
557
6,178,127
403,696
—
6,582,380
Less:
share issue costs
—
—
( 185,361
)
—
—
( 185,361
)
Shares
issued pursuant to exercise of stock options
223,703
224
513,043
—
—
513,267
Stock
based compensation
—
—
3,988,614
—
—
3,988,614
Net
loss
—
—
—
—
( 12,367,341
)
( 12,367,341
)
Balance,
June 30, 2022
77,942,568
$
77,944
$
381,932,039
$
—
$
( 231,273,383
)
$
150,736,600
Balance,
April 1, 2021
70,030,620
$
70,032
$
251,427,781
—
$
( 175,687,517
)
$
75,810,296
Shares
issued under Sales Agreement, net of share issue costs
2,082,263
2,082
41,282,225
—
—
41,284,307
Less:
share issue costs
—
—
( 1,302,826
)
—
—
( 1,302,826
)
Shares
issued pursuant to registered direct offering, net of share issuance costs
2,380,953
2,381
49,997,619
—
—
50,000,000
Less:
share issue costs
—
—
( 3,095,938
)
—
—
( 3,095,938
)
Shares
issued upon exercise of options
305,997
306
869,300
—
—
869,606
Shares
issued pursuant to exercise of warrants
350,000
350
1,466,150
—
—
1,466,500
Stock
based compensation
—
—
2,293,925
—
—
2,293,925
Net
loss
—
—
—
—
( 10,180,141
)
( 10,180,141
)
Balance,
June 30, 2021
75,149,833
$
75,151
$
342,938,236
$
—
$
( 185,867,658
)
$
157,145,729
See Accompanying Notes to Condensed
Consolidated Interim Financial Statements
6
Anavex
Life Sciences Corp.
Interim
Condensed Consolidated Statement of Changes in Stockholders' Equity
For
the nine months ended June 30, 2022 and 2021
(Unaudited)
Common Stock
Additional
Paid-in
Accumulated
Shares
Par Value
Capital
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
1,623,566
1,623
20,980,525
—
20,982,148
Less: share issue costs
—
—
( 723,167 )
—
( 723,167 )
Shares issued upon exercise of stock options
400,537
401
1,009,789
—
1,010,190
Stock based compensation
—
—
12,336,844
—
12,336,844
Net loss
—
—
—
( 33,687,519 )
( 33,687,519 )
Balance, June 30, 2022
77,942,568
$ 77,944
$ 381,932,039
$ ( 231,273,383 )
$ 150,736,600
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 under Sales Agreement
5,634,576
5,634
79,101,914
—
79,107,548
Less: share issue costs
—
—
( 2,437,523 )
—
( 2,437,523 )
Shares issued pursuant to registered direct offering, net of share issuance costs
2,380,953
2,381
49,997,619
—
50,000,000
Less: share issue costs
—
—
( 3,095,938 )
—
( 3,095,938 )
Shares issued upon exercise of options
652,897
653
1,867,755
—
1,868,408
Shares issued pursuant to exercise of warrants
350,000
350
1,466,150
—
1,466,500
Stock based compensation
—
—
5,079,395
—
5,079,395
Net loss
—
—
—
( 26,190,428 )
( 26,190,428 )
Balance, June 30, 2021
75,149,833
$ 75,151
$ 342,938,236
$ ( 185,867,658 )
$ 157,145,729
See Accompanying Notes to Condensed
Consolidated Interim Financial Statements
7
Anavex
Life Sciences Corp.
Interim
Condensed Consolidated Statements of Cash Flows
For
the nine months ended June 30, 2022 and 2021
(Unaudited)
2022
2021
Cash flows used in operating activities
Net loss
$ ( 33,687,519 )
$ ( 26,190,428 )
Adjustments to reconcile net loss to net cash used in operations:
Stock-based compensation
12,336,844
5,079,395
Changes in working capital balances:
Incentive and tax receivables
2,577,002
( 3,751,918 )
Prepaid expenses and other current assets
( 106,414 )
185,641
Accounts payable
( 1,612,889 )
187,653
Accrued liabilities
299,047
1,336,660
Deferred grant income
—
443,831
Net cash used in operating activities
( 20,193,929 )
( 22,709,166 )
Cash flows provided by financing activities
Issuance of common shares
20,982,148
153,218,746
Share issue costs
( 706,802 )
( 5,533,461 )
Proceeds from exercise of warrants
—
1,466,500
Proceeds from exercise of stock options
1,010,190
1,868,408
Net cash provided by financing activities
21,285,536
151,020,193
Increase in cash and cash equivalents during the period
1,091,607
128,311,027
Cash and cash equivalents, beginning of
period
152,107,745
29,249,018
Cash and cash equivalents, end of period
$ 153,199,352
$ 157,560,045
Supplemental Cash Flow Information
Cash paid for state and local minimum
income taxes
$ 141,374
$ 98,281
See Accompanying Notes to Condensed
Consolidated Interim Financial Statements
8
Anavex
Life Sciences Corp.
Notes
to the Condensed Consolidated Interim Financial Statements
June
30, 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 nine months ended June 30, 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.
9
Anavex
Life Sciences Corp.
Notes
to the Interim Condensed Consolidated Financial Statements
June
30, 2022
(Unaudited
Note
1 Description of Business and Basis of Presentation – (Continued)
Liquidity
– (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.
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, including
the potential future effects of COVID-19, 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.
10
Anavex
Life Sciences Corp.
Notes
to the Interim Condensed Consolidated Financial Statements
June
30, 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.
At
June 30, 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 June 30, 2022, loss per share excludes 13,194,616 (September 30, 2021 – 11,540,903 ) potentially dilutive common shares related
to outstanding options and warrants, as their effect was anti-dilutive.
11
Anavex
Life Sciences Corp.
Notes
to the Interim Condensed Consolidated Financial Statements
June
30, 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 nine months ended June 30, 2022, the Company did no t recognize any of this grant on its statements of operations
(2021: $ 43,280 and $ 54,100 respectively). At June 30, 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 nine months ended June 30, 2022 the Company recorded research and development incentive income of $ 682,432 (AUD 954,986 )
and $ 2,328,675 (AUD 3,218,303 ) (2021: $ 1,363,661 (AUD 1,770,444 ) and $ 3,593,856 (AUD 4,750,539 )), 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
June 30,
September 30,
2022
2021
Clinical site costs and patient visits
2,138,505
2,035,800
Accrued compensation and benefits
889,616
1,201,903
Fixed contract accruals
334,887
649,649
Accrued license fees payables
500,000
—
All other accrued liabilities
2,050,813
1,727,422
Total accrued liabilities
5,913,821
5,614,774
12
Anavex
Life Sciences Corp.
Notes
to the Interim Condensed Consolidated Financial Statements
June
30, 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 (the “Board”).
Preferred
Stock
The
Company’s 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 nine months ended June 30, 2022, 1,623,566 shares were sold pursuant to the Offering for gross proceeds of $ 20,982,148
(net proceeds of $ 20,258,981 after deducting offering expenses) (2021: 5,634,576 shares were sold for gross proceeds of $ 79,107,548 (net
proceeds of $ 76,670,025 after deducting offering expenses)). At June 30, 2022, an amount of $ 142,410,402 (September 30, 2021: $ 163,392,550 )
was registered pursuant to an effective registration statement and remained available to be sold under the Sales Agreement.
13
Anavex
Life Sciences Corp.
Notes
to the Interim Condensed Consolidated Financial Statements
June
30, 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
June 30, 2022 and September 30, 2021, no shares remained available for issuance under the 2019 Purchase Agreement. During the nine months
ended June 30, 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 nine months ended June 30, 2022, the Company incurred office lease expense of $ 21,015 and $ 42,348 (2021: $ 18,994 and $ 117,284 ),
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 nine months ended June 30, 2022, the Company made $ 27,358 and $ 120,979 (2021: $ 28,221
and $ 102,261 ), 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.
14
Anavex
Life Sciences Corp.
Notes
to the Interim Condensed Consolidated Financial Statements
June
30, 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,
June 30, 2022
160,000
3.72
At
June 30, 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.
15
Anavex
Life Sciences Corp.
Notes
to the Interim Condensed Consolidated Financial Statements
June
30, 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.
During
the nine months ended June 30, 2022, 406,453 options previously available under the 2019 Plan and the 2015 Plan became available under
the 2022 Plan (as defined below).
2022
Stock Option Plan
On
March 25, 2022, the Board approved the 2022 Omnibus Incentive Plan (the “2022 Plan”). The 2022 Plan was approved by stockholders
on May 24, 2022. 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 June 30, 2022, 1,298,000 options had been issued under the 2022 Plan and 9,108,453 options were available
for issue under the 2022 Plan, subject to stockholder approval.
16
Anavex
Life Sciences Corp.
Notes
to the Interim Condensed Consolidated Financial Statements
June
30, 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
Average
Weighted Average
Aggregate
Number of
Exercise Price
Grant 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
2,208,000
10.07
6.99
Forfeited
( 103,750 )
5.39
4.04
Exercised
( 400,537 )
2.52
1.88
Outstanding,
June 30, 2022
13,034,616
6.57
58,809,090
Exercisable,
June 30, 2022
8,562,530
4.11
52,439,132
The
following summarizes information about stock options at June 30, 2022 by a range of exercise prices:
Schedule Of Share-based Payment Arrangement, Option, Activity
Weighted
average
Number of
remaining
Number of
Weighted
Range of exercise
prices
outstanding
contractual
Weighted average
vested
average
From
To
options
life (in years)
exercise price
options
exercise price
$ 0.92
2.96
3,903,762
5.38
2.30
3,868,762
2.29
$ 3.15
4.80
2,078,800
5.59
3.30
2,058,800
3.28
$ 5.04
8.98
3,957,054
6.32
6.28
2,356,221
6.30
$ 10.09
17.03
1,798,000
9.38
11.05
209,997
14.40
$ 18.11
24.58
1,297,000
9.08
19.39
68,750
24.03
13,034,616
8,562,530
The
weighted average grant date fair value of options vested during the three and nine months ended June 30, 2022 was $ 3.83 (2021: $ 3.16 ).
At June 30, 2022, the weighted average contractual life of options outstanding was 6.62 years (September 30, 2021: 6.65 years) and for
options exercisable was 5.21 years (September 30, 2021: 5.80 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 June 30, 2022.
17
Anavex
Life Sciences Corp.
Notes
to the Interim Condensed Consolidated Financial Statements
June
30, 2022
(Unaudited)
Note
6 Commitments and Contingencies – (Continued)
e) Stock-based
Compensation Plan – (Continued)
During
the three and nine months ended June 30, 2022, the Company recognized stock-based compensation expense of $ 3,988,614 and $ 12,336,844
(2021: $ 2,293,925 and $ 5,079,395 ), 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:
Schedule of general and administrative expenses and research and development expenses
Three months
ended June 30,
Nine months
ended June 30,
2022
2021
2022
2021
General
and administrative
$ 1,490,267
$ 1,048,606
$ 4,739,021
$ 2,265,387
Research
and development
2,498,347
1,245,319
7,597,823
2,814,008
Total
stock-based compensation
$ 3,988,614
$ 2,293,925
$ 12,336,844
$ 5,079,395
An
amount of approximately $ 24,276,312 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 nine months ended June 30, 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
3.10 %
0.71 %
Expected life of options (years)
5.51
5.66
Annualized volatility
84.12 %
95.87 %
Dividend rate
0.00 %
0.00 %
The
fair value of stock compensation charges recognized during the three and nine months ended June 30, 2022 and 2021 was determined with
reference to the quoted market price of the Company’s shares on the grant date.
18
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.