What changed in this filing

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Item 1. Financial Statements

2023-05-09 compared with 2023-02-07 · 241 added, 141 removed, 278 unchanged (58% of the section changed)

1 unchanged sentence

Anavex Life Sciences Corp.

Interim Condensed Consolidated Financial Statements

December 31, 2022

Condensed Interim Consolidated Financial Statements

March 31, 2023

Life Sciences Corp.

Condensed Consolidated Balance Sheets

at December 31, 2022 and September 30, 2022

Interim Consolidated Balance Sheets

at March 31, 2023 and September 30, 2022

September 30,

Cash and cash equivalents

$ 153,466,962

$ 149,157,861

Incentive and tax receivables

Prepaid expenses and other current assets

$ 159,186,397

$ 152,704,603

Liabilities and Stockholders' Equity

16 unchanged sentences

Total Liabilities and Stockholders' Equity

Accompanying Notes to Condensed Consolidated Interim Financial Statements

$ 159,186,397

$ 152,704,603

Accompanying Notes to Condensed Interim Consolidated Financial Statements

Life Sciences Corp.

Condensed Consolidated Statement of Operations

the three months ended December 31, 2022 and 2021

Interim Consolidated Statements of Operations

the three and six months ended March 31, 2023 and 2022

Three months ended March 31,

Six months ended March 31,

Operating expenses

5 unchanged sentences

( 11,519,747 )

( 29,573,114 )

( 23,243,137 )

Other income (expenses)

Research and development incentive income

Interest income, net

Foreign exchange gain, net

Other financing expense

Foreign exchange (loss) gain

Total other income, net

2 unchanged sentences

( 10,408,011 )

Income tax recovery (expense), current

( 26,049,043 )

( 21,260,398 )

Income tax expense, current

Net loss and comprehensive loss

1 unchanged sentence

$ ( 10,437,811 )

$ ( 26,078,997 )

$ ( 21,320,178 )

Net Loss per share

2 unchanged sentences

Basic and diluted

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

Accompanying Notes to Condensed Interim Consolidated Financial Statements

Life Sciences Corp.

Interim Consolidated Statements of Changes in Stockholders' Equity

the three months ended March 31, 2023 and 2022

Additional Paid-in Capital

Share proceeds Receivable

Accumulated Deficit

Balance, January 1, 2023

$ 393,581,544

Shares issued pursuant to exercise of stock options

$ ( 258,535,501 )

$ 135,124,076

Shares issued under 2023 purchase agreement

Initial Commitment shares

Purchase shares

Commitment shares

Shares issued upon exercise of stock options

Share based compensation

Balance, December 31, 2022

( 13,107,279 )

Balance, March 31, 2023

$ 416,727,598

$ ( 271,642,780 )

$ 145,165,054

Balance, January 1, 2022

$ 354,759,781

$ ( 208,468,231 )

$ 146,367,706

Shares issued upon exercise of stock options

Shares issued under Sales Agreement

share issue costs

Stock based compensation

( 10,437,811 )

Balance, March 31, 2022

$ 371,437,616

$ ( 403,696 )

$ ( 218,906,042 )

$ 152,205,041

Accompanying Notes to Condensed Interim Consolidated Financial Statements

Life Sciences Corp.

Interim Consolidated Statements of Changes in Stockholders' Equity

the six months ended March 31, 2023 and 2022

Additional Paid-in Capital

Share proceeds Receivable

Accumulated Deficit

Balance, October 1, 2022

$ 387,976,881

Shares issued pursuant to exercise of stock options

Shares issued under Sales Agreement, net of share issuance costs

$ ( 245,563,783 )

$ 142,491,042

Shares issued under 2023 purchase agreement

Initial Commitment shares

Purchase shares

Commitment shares

Shares issued upon exercise of stock options

Share based compensation

Balance, December 31, 2021

( 26,078,997 )

Accompanying Notes to Condensed Consolidated Interim Financial Statements

( 26,078,997 )

Balance, March 31, 2023

$ 416,727,598

$ ( 271,642,780 )

$ 145,165,054

Balance, October 1, 2021

$ 348,328,048

$ ( 197,585,864 )

$ 150,818,104

Shares issued under Sales Agreement

share issue costs

Shares issued upon exercise of stock options

Stock based compensation

( 21,320,178 )

Balance, March 31, 2022

$ 371,437,616

$ ( 403,696 )

$ ( 218,906,042 )

$ 152,205,041

Accompanying Notes to Condensed Interim Consolidated Financial Statements

Life Sciences Corp.

Condensed Consolidated Statement of Cash Flows

the three months ended December 31, 2022 and 2021

Interim Consolidated Statements of Cash Flows

the six months ended March 31, 2023 and 2022

Cash Flows used in Operating Activities

2 unchanged sentences

Adjustments to reconcile net loss to net cash used in operations:

Non-cash financing related charges

Stock-based compensation

1 unchanged sentence

Incentive and tax receivables

( 1,545,081 )

Prepaid expenses and deposits

Accounts payable

( 2,107,893 )

Accrued liabilities

8 unchanged sentences

Net cash provided by financing activities

Decrease in cash and cash equivalents during the period

( 5,536,013 )

Increase in cash and cash equivalents during the period

Cash and cash equivalents, beginning of period

4 unchanged sentences

Cash paid for state and local minimum income taxes

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Accompanying Notes to Condensed Interim Consolidated Financial Statements

Life Sciences Corp.

to the Condensed Consolidated Interim Financial Statements

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

to the Condensed Interim Consolidated Financial Statements

1 Business Description

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

trials for the treatment of neurodegenerative and neurodevelopmental diseases.

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”), and Fragile X syndrome.

2 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.

of Presentation

accompanying unaudited condensed interim 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

GAAP”) for interim reporting.

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.

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 condensed interim 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

The accompanying unaudited condensed interim 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.

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

results for the three and six months ended March 31, 2023 are not necessarily indicative of the results that may be expected for the

year ending September 30, 2023.

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

to the Condensed Interim Consolidated Financial Statements

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.

condensed interim consolidated financial statements are issued.

The process of drug development can be costly, and the timing and outcomes

8 unchanged sentences

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.

and the Purchase 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

Use of Estimates

11 unchanged sentences

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

7 unchanged sentences

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

to the Condensed Interim Consolidated Financial Statements

Fair Value Measurements

9 unchanged sentences

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

At March 31, 2023 and September 30, 2022, the Company

did not have any Level 3 assets or liabilities.

8 unchanged sentences

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:

As of March 31, 2023 loss per share excludes 15,001,613

(March 31, 2022:

11,510,319 ) potentially dilutive common shares related to outstanding options and warrants, as their effect was anti-dilutive.

10 unchanged sentences

Note 3 Other Income

As of December 31, 2022,

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

As of March 31, 2023, 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

The grant 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 six months ended March 31, 2023, and $ 497,931 was received during the year ended September

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

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.

to the Condensed Interim Consolidated Financial Statements

The grant income was recorded

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

During the three and six months ended March 31, 2023, the Company recognized $ 0 and $ 25,000 , respectively (2022:

$ 0 and $ 0 ,

respectively) of this grant on its statements of operations as grant income.

At March 31, 2023, 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 related expenditures are incurred to offset

Research and development

3 unchanged sentences

“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.

During the three and six

months ended March 31, 2023, the Company recorded research and development incentive income of $ 749,681 (AUD 1,099,134 ) and $ 1,483,271

(AUD 2,215,753 ), respectively (2022:

835,513 (AUD 1,146,955 ) and $ 1,646,243 (AUD 2,263,317 ), respectively) 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

4 unchanged sentences

Note 4 Accrued Liabilities

The principal components of accrued liabilities consists of:

The principal components of accrued liabilities consist of:

Schedule of accrued liabilities

3 unchanged sentences

Fixed contract accruals

Milestone based contract accruals

All other accrued liabilities

8 unchanged sentences

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

to the Condensed Interim Consolidated Financial Statements

Sales Agreement

16 unchanged sentences

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.

During the six months ended March 31, 2023, no shares

were sold pursuant to the Offering.

During the six months ended March 31, 2022, 1,066,389 shares were sold for gross proceeds of $ 14,803,464

(net proceeds of $ 14,265,658 ).

At March 31, 2023, 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.

Purchase Agreement

On February 3, 2023, the Company entered into a $150,000,000

purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to

which the Company has the right to sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $ 150,000,000 in value

of its shares of common stock from time to time over a three-year period until February 3, 2026.

In consideration for entering into the Purchase Agreement,

the Company issued to Lincoln Park 75,000 shares of common stock as a commitment fee (the “initial commitment shares”) and

agreed to issue up to an additional 75,000 shares pro rata, when and if, Lincoln Park purchased, at the Company’s discretion, the

$ 150,000,000 aggregate commitment.

The Company determined the fair value of the initial commitment shares was $ 844,500 with reference

to the closing price of the Company’s shares on the Purchase Agreement date.

In addition, the Company incurred third party expenses

of $ 119,844 in connection with entering into the Purchase Agreement.

These amounts were expensed to other financing expense on the statement

of operations during the three and six months ended March 31, 2023.

During the six months ended March 31, 2023, the Company

issued to Lincoln Park an aggregate of 2,159,080 (2022:

0 ) shares of common stock under the 2023 Purchase Agreement, including 2,075,000

0 ) shares of common stock for an aggregate purchase price of $ 18,152,500 (2022:

$ 0 ) and 9,080 (2022:

0 ) commitment

At March 31, 2023, an amount of $ 131,847,500 (September

$ 0 ) remained available under the 2023 Purchase Agreement.

Life Sciences Corp.

to the Condensed Interim Consolidated Financial Statements

Note 6 Commitments and Contingencies

During the three

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

and six months ended March 31, 2023, the Company incurred office lease expense of $ 30,070 and $ 60,140 , (2022:

$ 16,488 and $ 21,333 ) respectively.

Employee 401(k) Benefit Plan

5 unchanged sentences

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:

During the three and six months ended March 31, 2023, the Company made $ 56,230 and $ 99,876 (2022:

$ 70,940 and $ 93,622 ), respectively,

in matching contributions under the 401(k) plan.

6 unchanged sentences

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

Share Purchase Warrants

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

At March 31, 2023 and September 30, 2022, the Company

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

9 unchanged sentences

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 Condensed Interim Consolidated Financial Statements

2019 Stock Option Plan

24 unchanged sentences

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

March 31, 2023, 3,916,000 options had been issued under the 2022 Plan and 6,557,952 options were available for issuance under the 2022

A summary of the status of Company’s outstanding

1 unchanged sentence

Schedule of outstanding stock purchase options

intrinsic value

Fair Value ($)

Number of Shares

Weighted Average Exercise Price

Weighted Average Grant Date Fair Value

Aggregate intrinsic value

Outstanding, September 30, 2021

Outstanding, September 30, 2022

Outstanding, December 31, 2022

Exercisable, December 31, 2022

Outstanding, March 31, 2023

Exercisable, March 31, 2023

The following summarizes information about stock options

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

at March 31, 2023 by a range of exercise prices:

Schedule Of Share-based Payment Arrangement, Option, Activity

Range of exercise prices

life (in years)

Range of exercises prices

Number of Outstanding

Weighted average remaining contractual Me

Weighted average

Number of vested

Weighted average

exercise price

vested options

exercise price

Life Sciences Corp.

to the Condensed Interim Consolidated Financial Statements

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:

vested during the six months ended March 31, 2023 was $ 3.67 (2022:

At March 31, 2023, the weighted average contractual life of

options outstanding was 6.35 years (September 30, 2022:

6.40 years) and for options exercisable was 4.92 years (September 30, 2022:

1 unchanged sentence

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:

that were in-the-money at March 31, 2023.

During the three and six months ended March 31, 2023,

the Company recognized stock-based compensation expense of $ 3,970,064 and $ 9,316,572 (2022:

$ 4,439,456 and $ 8,348,230 ), 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

Schedule of general and administrative expenses and research and development expenses

Three months ended March 31,

Six months end March 31,

General and administrative

1 unchanged sentence

Total stock-based compensation

Life Sciences Corp.

to the Interim Condensed Consolidated Financial Statements

An amount of approximately $ 21,781,736 in stock-based

1 unchanged sentence

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:

granted during the three and six months ended March 31, 2023 and 2022 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

4 unchanged sentences

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

during the three and six months ended March 31, 2023 and 2022 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