ANAVEX LIFE SCIENCES CORP. 10-K

ITEM 9A. CONTROLS 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 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, 2022. 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 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”). 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, 2022. The effectiveness of our internal control over financial reporting as of September 30, 2022, has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting During the quarter ended September 30, 2022, 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 INFORMATION None. 82 PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item will be set forth in the section headed “ —Election of Directors ” and “ Information Regarding the Board of Directors and Corporate Governance ” in our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after our year ended September 30, 2022 (our “ Proxy Statement ” ) and is incorporated in this report by reference. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item will be set forth in the section headed “ Executive Compensation ” in our Proxy Statement and is incorporated in this report by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required by this Item will be set forth in the section headed “ Security Ownership of Certain Beneficial Owners and Management ” in our Proxy Statement and is incorporated in this report by reference. Information regarding our equity compensation plans will be set forth in the section headed “ Executive Compensation ” in our Proxy Statement and is incorporated in this report by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item will be set forth in the section headed “ Transactions With Related Persons ” in our Proxy Statement and is incorporated in this report by reference. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item will be set forth in the section headed “ —Ratification of Selection of Independent Registered Public Accounting Firm ” in our Proxy Statement and is incorporated in this report by reference. 83 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description (3) Articles of Incorporation and Bylaws 3.1 Articles of Incorporation, as amended (incorporated by reference to our Annual Report on Form 10-K filed on November 24, 2021) 3.3 Bylaws (incorporated by reference to our Current Report on Form 8-K filed on September 28, 2007) (4) Instruments Defining the Rights of Security Holders 4.1 Description of Registrant’s Securities* (10) Material Contracts 10.1^ 2015 Omnibus Incentive Plan (incorporated by reference to our Annual Report on Form 10-K filed on December 29, 2015) 10.2^ 2019 Omnibus Incentive Plan (incorporated by reference to our Proxy Statement, dated February 11, 2019, as filed on February 11, 2019) 10.3^ 2022 Omnibus Incentive Plan (incorporated by reference to our Registration Statement on Form S-8, as filed on June 10, 2022) 10.4^ 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) 10.5^ 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 Reporton Form 8-K filed on July 7, 2016) 10.6^ Amended and Restated First Amendment to Employment Agreement, dated as of July 18, 2016, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on July 22, 2016) 10.7^ Second Amendment to Employment Agreement, dated as of May 3, 2019 by and between the Company and Christopher Missling, PhD (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 9, 2019) 10.8^ Third Amendment to Employment Agreement, dated April 7, 2022 by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on April 8, 2022) 10.9^ Amended and Restated Employment Agreement by and between the Company and withSandra Boenisch (incorporated by reference to our Annual Report on Form 10-K filed on December 11, 2017) 10.10^ Amendment No. 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) 10.11^ Amendment No. 2 to Amended and Restated Employment Agreement between the Company and Sandra Boenisch, dated February 28, 2022 (incorporated by reference to our Current Report on Form 8-K filed on March 4, 2022) 10.12 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) 84 Exhibit Number Description (14) Code of Ethics 14.1 Code of Ethics Adopted on September 13, 2016 (incorporated by reference to our Annual Report on Form 10-K filed on December 14, 2016) (21) Subsidiaries 21.1* Subsidiaries of the Registrant (23) Consent 23.1* Consent of Grant Thornton LLP Independent Registered Public Accounting Firm 23.2* Consent of BDO USA LLP Independent Registered Public Accounting Firm (31) Section 302 Certifications 31.1* Section 302 Certification of Christopher Missling, PhD. 31.2* Section 302 Certification of Sandra Boenisch (32) Section 906 Certifications 32.1* Section 906 Certification of Christopher Missling, PhD and Sandra Boenisch (101) XBRL 101.INS* XBRL INSTANCE DOCUMENT 101.SCH* XBRL TAXONOMY EXTENSION SCHEMA 101.CAL* XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 101.DEF* XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 101.LAB* XBRL TAXONOMY EXTENSION LABEL LINKBASE 101.PRE* XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ^ Denotes a management contract or compensatory plan or arrangement. ITEM 16. FORM 10-K SUMMARY Not Applicable. 85 SIGNATURES Pursuant 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. Date: November 28, 2022 ANAVEX LIFE SCIENCES CORP. By: /s/ Christopher Missling, PhD Name Christopher Missling, PhD : Title: Chief Executive Officer (Principal Executive Officer) Pursuant 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. Signatures Title(s) Date November 28, 2022 /s/ Christopher Missling, PhD Christopher Missling, PhD Chief Executive Officer (Principal Executive Officer) /s/ Sandra Boenisch November 28, 2022 Sandra Boenisch, CPA, CGA Principal Financial Officer and Treasurer (Principal Accounting Officer) /s/ Athanasios Skarpelos November 28, 2022 Athanasios Skarpelos Director /s/ Claus van der Velden, PhD November 28, 2022 Claus van der Velden, PhD Director /s/ Steffen Thomas, PhD November 28, 2022 Steffen Thomas, PhD Director /s/ Peter Donhauser, D.O. November 28, 2022 Peter Donhauser, D.O. Director /s/ Jiong Ma, PhD November 28, 2022 Jiong Ma, PhD Director 86