What changed in this filing

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Item 1. Financial Statements

2023-02-07 compared with 2022-08-09 · 305 added, 382 removed, 114 unchanged (86% of the section changed)

2 unchanged sentences

Interim Condensed Consolidated Financial Statements

June 30, 2022

December 31, 2022

Life Sciences Corp.

Condensed Consolidated Balance Sheets

at June 30, 2022 and September 30, 2021

at December 31, 2022 and September 30, 2022

September 30,

Current assets

Cash and cash equivalents

$ 153,199,352

$ 152,107,745

Incentive and tax receivables

Prepaid expenses and other current assets

$ 160,221,144

$ 161,616,490

Liabilities and Stockholders' Equity

2 unchanged sentences

Accrued liabilities - Note 4

Deferred grant income

Deferred grant income - Note 3

Total Liabilities

Commitments and Contingencies - Note 6

Stockholders' equity

Capital stock

2 unchanged sentences

Issued and outstanding:

77,942,568 common shares

(September 30, 2021 - 75,918,465 )

78,032,135 common shares (September 30, 2022 - 77,942,815 )

Additional paid-in capital

4 unchanged sentences

Total Liabilities and Stockholders' Equity

$ 160,221,144

$ 161,616,490

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Life Sciences Corp.

Condensed Consolidated

of Operations and Comprehensive Loss

the three and nine months ended June 30, 2022 and 2021

Three months ended June 30,

Nine months ended June 30,

Condensed Consolidated Statement of Operations

the three months ended December 31, 2022 and 2021

Operating expenses

2 unchanged sentences

Total operating expenses

( 12,458,720 )

( 11,398,655 )

Operating loss

( 15,383,955 )

( 11,723,390 )

Other income (expenses)

Research and development incentive income

Interest income, net

Foreign exchange(loss) gain, net

Foreign exchange gain, net

Total other income, net

2 unchanged sentences

( 10,852,387 )

( 33,539,318 )

( 26,065,159 )

Income tax expense, current

Income tax recovery (expense), current

Net loss and comprehensive loss

1 unchanged sentence

$ ( 10,882,367 )

$ ( 33,687,519 )

$ ( 26,190,428 )

Net Loss per share

2 unchanged sentences

Basic and diluted

See Accompanying Notes to Condensed

Consolidated Interim Financial Statements

Life Sciences Corp.

Condensed Consolidated Statement of Changes in Stockholders' Equity

the three months ended June 30, 2022 and 2021

April 1, 2022

( 218,906,042

issued under Sales Agreement

share issue costs

issued pursuant to exercise of stock options

based compensation

June 30, 2022

( 231,273,383

April 1, 2021

( 175,687,517

issued under Sales Agreement, net of share issue costs

share issue costs

issued pursuant to registered direct offering, net of share issuance costs

share issue costs

issued upon exercise of options

issued pursuant to exercise of warrants

based compensation

June 30, 2021

( 185,867,658

See Accompanying Notes to Condensed

Consolidated Interim Financial Statements

Life Sciences Corp.

Condensed Consolidated Statement of Changes in Stockholders' Equity

the nine months ended June 30, 2022 and 2021

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Anavex Life Sciences Corp.

Interim Condensed Consolidated Statement of Changes in Stockholders' Equity

For the three months ended December 31, 2022 and 2021

Balance, October 1, 2022

( 245,563,783

$ ( 197,585,864 )

$ 150,818,104

Shares issued under Sales Agreement

share issue costs

Shares issued upon exercise of stock options

Stock based compensation

( 33,687,519 )

Balance, June 30, 2022

$ 381,932,039

$ ( 231,273,383 )

Shares issued pursuant to exercise of stock options

Share based compensation

Balance, December 31, 2022

( 258,535,501

1 unchanged sentence

( 197,585,864

$ ( 159,677,230 )

Shares issued under 2019 Purchase Agreement

Purchase shares

Commitment shares

Shares issued under Sales Agreement

share issue costs

( 2,437,523 )

Shares issued pursuant to registered direct offering, net of share issuance costs

share issue costs

( 3,095,938 )

Shares issued upon exercise of options

Shares issued pursuant to exercise of warrants

Stock based compensation

( 26,190,428 )

Balance, June 30, 2021

$ 342,938,236

$ ( 185,867,658 )

Shares issued pursuant to exercise of stock options

Shares issued under Sales Agreement, net of share issuance costs

Share based compensation

Balance, December 31, 2021

( 208,468,231

See Accompanying Notes to Condensed

Consolidated Interim Financial Statements

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Life Sciences Corp.

Condensed Consolidated Statements of Cash Flows

the nine months ended June 30, 2022 and 2021

Condensed Consolidated Statement of Cash Flows

the three months ended December 31, 2022 and 2021

Cash Flows used in Operating Activities

3 unchanged sentences

Stock-based compensation

Changes in working capital balances:

Changes in working capital balances related to operations:

Incentive and tax receivables

( 3,751,918 )

Prepaid expenses and other current assets

Prepaid expenses and deposits

Accounts payable

( 1,612,889 )

Accrued liabilities

6 unchanged sentences

Share issue costs

( 5,533,461 )

Proceeds from exercise of warrants

Proceeds from exercise of stock options

Net cash provided by financing activities

Increase in cash and cash equivalents during the period

Cash and cash equivalents, beginning of

Decrease in cash and cash equivalents during the period

( 5,536,013 )

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

2 unchanged sentences

Supplemental Cash Flow Information

Cash paid for state and local minimum

See Accompanying Notes to Condensed

Consolidated Interim Financial Statements

Cash paid for state and local minimum income taxes

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Life Sciences Corp.

to the Condensed Consolidated Interim Financial Statements

Note 1 Description

of Business and Basis of Presentation

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”).

of Presentation

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.

Note 1 Business Description

Anavex Life Sciences Corp.

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 trials to identify biomarkers, which are used in the analysis of its clinical trials 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”).

Note 2 Basis of Presentation

Basis of Presentation

These accompanying 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.

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

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.

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.

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.

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, 2022 was derived from the

audited annual financial statements but does not include all disclosures required by U.S.

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, 2022 filed with the SEC on November 28, 2022.

follows the same accounting policies in the preparation of interim reports.

Operating results for the three months ended December

31, 2022 are not necessarily indicative of the results that may be expected for the year ending September 30, 2023.

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.

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.

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

1 Description of Business and Basis of Presentation – (Continued)

– (Continued)

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.

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.

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.

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 are 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

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, 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

To the extent there are material differences between the estimates and the actual results, future results of operations will

Coronavirus Disease 2019 (COVID-19)

The global pandemic resulting

from the disease known as COVID-19, caused by a novel strain of coronavirus, did not have a material impact on the Company’s result

of operations or financial condition for the quarter ended December 31, 2022.

However, the future course of the pandemic could have adverse

effects in the U.S and global economies and thus negatively impact our business and financial results.

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.

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

1 Description of Business and Basis of Presentation – (Continued)

of Consolidation

consolidated financial statements include the accounts of Anavex Life Sciences Corp.

and its wholly-owned subsidiaries, Anavex Australia

(“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.

Value Measurements

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:

1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

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;

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.

June 30, 2022 and September 30, 2021, the Company did not have any Level 3 assets or liabilities.

and Diluted Loss per Share

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.

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.

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;

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 December 31, 2022 and September 30, 2022, 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 December 31, 2022 loss per share excludes 13,525,296

(December 31, 2021:

11,403,769 ) potentially dilutive common shares related to outstanding options and warrants, as their effect was anti-dilutive.

Recently Adopted Accounting

Pronouncements

In November 2021, the FASB

issued ASU 2021-10, “Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance” (“ASU 2021-10”).

ASU 2021-10 increases the disclosure requirements for annual reporting periods relating to material government assistance transactions

on the entity’s financial statements and any significant terms and conditions of the agreements including commitments and contingencies.

The new standard was effective for the Company on October 1, 2022 but only impacts annual financial statement footnote disclosures.

adoption of ASU 2021-10 is expected to impact the disclosures related to the research and development incentive income that the Company

receives from the Australian Tax Office (“ATO”) for its clinical trials in Australia.

Note 3 Other Income

As of December 31, 2022,

the Company had received $ 995,862 in a research grant awarded by the Michael J.

Fox Foundation for Parkinson’s Research.

will be used to fund a clinical trial of the Company’s lead compound, ANAVEX ® 2-73 related to Parkinson’s disease.

Of the total, $ 497,931 was received during the three months ended December 31, 2022 and $ 497,931 was received during the year ended September

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

2 Recent Accounting Pronouncements

Adopted Accounting Pronouncements

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.

3 Other Income

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.

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

$ 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.

and development incentive income

and development incentive income represents the receipt by Anavex Australia, of the Australian research and development incentive credit,

(the “R&D Incentive Credit”).

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.

4 Accrued liabilities

principal components of accrued liabilities consists of:

The grant income has been

deferred when received and is being amortized to other income as the related research and development expenditures are incurred.

the three months ended December 31, 2022, the Company recognized $ 25,000 (2021:

$ 0 ) of this grant on its statements of operations as grant

At December 31, 2022, an amount of $ 916,763 (September 30, 2022:

$ 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 income earned by Anavex Australia, of the Australian research and development tax incentive credit (the

“Tax Incentive Credit”).

During the three months ended

December 31, 2022 the Company recorded research and development incentive income of $ 733,590 (AUD 1,116,618 ) (2021:

$ 810,730 (AUD 1,116,362 ))

in respect of the Tax Incentive Credit for eligible research and development expenses incurred during the period.

Company evaluates its eligibility under the tax incentive program as of each balance sheet date based on the most current and relevant

data available.

Although the Company believes that it complies with all the relevant conditions of the program, the Company may be subject

to pre-issue review or audit by the ATO and, the ATO may have different interpretations of certain eligibility requirements.

the Company’s tax incentive claims from 2018 to 2022 are open to potential review or audit by the ATO.

Note 4 Accrued Liabilities

The principal components of accrued liabilities consists of:

Schedule of Accrued Liabilities

September 31,

Clinical site costs and patient visits

Accrued clinical site and patient visits costs

Accrued compensation and benefits

Fixed contract accruals

Accrued license fees payables

All other accrued liabilities

Total accrued liabilities

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

5 Equity Offerings

shares are voting and are entitled to dividends as declared at the discretion of the Board of Directors (the “Board”).

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.

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”).

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

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

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.

Note 5 Equity Offerings

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.

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

5 Equity Offerings – (continued)

Purchase Agreement

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.

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.

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.

6 Commitments and Contingencies

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.

401(k) Benefit Plan

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:

and $ 102,261 ), respectively, in matching contributions under the 401(k) plan.

c) Litigation

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.

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 &

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.

or Sales Agents may suspend or terminate the offering of Shares upon notice to the other party, subject to certain conditions.

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 three months ended December 31, 2022, no

shares were sold pursuant to the Offering.

During the three months ended December 31, 2021, 99,588 shares were sold for gross proceeds

of $ 2,312,785 (net proceeds of $ 2,149,701 ).

At December 31, 2022, an amount of $ 142,407,882 (September 30, 2022:

$ 142,407,882 ) was registered

pursuant to an effective registration statement and remained available to be sold under the Sales Agreement.

Note 6 Commitments and Contingencies

During the three

months ended December 31, 2022, the Company incurred office lease expense of $ 30,070 (2021:

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 months ended December 31, 2022, the Company made $ 43,646 (2021:

$ 22,682 ) in matching contributions under the 401(k) plan.

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.

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

6 Commitments and Contingencies – (Continued)

Purchase Warrants

summary of the status of the Company’s outstanding share purchase warrants is presented below:

Schedule of exercisable share purchase warrants outstanding

Exercise Price

September 30, 2020

September 30, 2021

June 30, 2022

June 30, 2022, the Company had share purchase warrants outstanding as follows

Share Purchase Warrants

At December 31, 2022 and September 30, 2022, the Company

had 160,000 warrants outstanding at a weighted average exercise price of $ 3.72 as follows:

Schedule of share purchase warrants outstanding

1 unchanged sentence

April 21, 2026

e) Stock–based

Compensation Plan

Stock–based Compensation

2015 Stock Option Plan

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.

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.

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

6 Commitments and Contingencies – (Continued)

e) Stock-based

Compensation Plan – (Continued)

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.

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.

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.

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).

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 year ended September 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

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.

2022 Plan provides that it may be administered by the Board, or the Board may delegate such responsibility to a committee.

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.

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.

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 and 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.

31, 2022 2,378,000 options had been issued under the 2022 Plan and 8,078,453 options were available for issue under the 2022 Plan.

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

6 Commitments and Contingencies – (Continued)

e) Stock-based

Compensation Plan – (Continued)

summary of the status of Company’s outstanding stock options is presented below:

A summary of the status of Company’s outstanding

stock options is presented below:

Schedule of outstanding stock purchase options

Weighted Average

Exercise Price

Grant Date Fair Value

intrinsic value

September 30, 2020

( 1,421,529 )

September 30, 2021

June 30, 2022

following summarizes information about stock options at June 30, 2022 by a range of exercise prices:

Fair Value ($)

Outstanding, September 30, 2021

Outstanding, September 30, 2022

Outstanding, December 31, 2022

Exercisable, December 31, 2022

The following summarizes information about stock options

at December 31, 2022 by a range of exercise prices:

Schedule Of Share-based Payment Arrangement, Option, Activity

Range of exercise

Weighted average

Range of exercise prices

life (in years)

exercise price

weighted average grant date fair value of options vested during the three and nine months ended June 30, 2022 was $ 3.83 (2021:

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:

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.

vested options

The weighted average grant date fair value of options

vested during the three months ended December 31, 2022 was $ 4.40 (2021:

At December 31, 2022, the weighted average contractual

life of options outstanding was 6.18 years (September 30, 2022:

6.40 years) and for options exercisable was 4.83 years (September 30,

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 December 31, 2022.

During the three months ended December 31, 2022, the

Company recognized stock-based compensation expense of $ 5,346,508 (2021:

$ 3,908,771 ) 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

General and administrative

Research and development

Total stock-based compensation

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

6 Commitments and Contingencies – (Continued)

e) Stock-based

Compensation Plan – (Continued)

the three and nine months ended June 30, 2022, the Company recognized stock-based compensation expense of $ 3,988,614 and $ 12,336,844

$ 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

ended June 30,

and administrative

and development

stock-based compensation

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.

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:

An amount of approximately $ 16,340,941 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 months ended December 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

3 unchanged sentences

Dividend rate

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.

The fair value of stock compensation charges recognized

during the three months ended December 31, 2022 and 2021 was determined with reference to the quoted market price of the Company’s

shares on the grant date.

7 Subsequent Events

Subsequent to December 31, 2022, the Company entered

into a Purchase Agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), whereby the Company

has the right, in its sole discretion, to sell to LPC up to $150,000,000 in value of shares of the Company’s common stock from time

to time over a 36-month period pursuant to the terms of the Purchase Agreement.

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-Q

Item 1. Financial Statements