OTHER INFORMATION
−Removed: On February 3, 2023 (the “Execution
−Removed: Date”), the Company entered into a purchase agreement (the “Purchase Agreement”) and a registration rights
−Removed: agreement (“RRA”) with Lincoln Park Capital Fund, LLC (“LPC”), an Illinois limited liability company,
−Removed: whereby the Company has the right, in its sole discretion, to sell to LPC up to $150,000,000 in shares of the Company’s common
−Removed: stock, par value $0.001 per share (“Common Stock”) from time to time over a 36 month period pursuant to the terms of
−Removed: the Purchase Agreement.
−Removed: On any business day and subject to certain customary
−Removed: conditions, the Company may direct LPC to purchase up to 200,000 shares of Common Stock (such purchases, “ Regular
−Removed: Purchases ”).
−Removed: The amount of a Regular Purchase may increase under certain circumstances based on the market price of the Common
−Removed: provided, however, that LPC’s committed obligation under any Regular Purchase shall not exceed $4,000,000.
−Removed: The purchase price
−Removed: of shares of Common Stock will be based on the then prevailing market prices of such shares at the time of sales as described in the Purchase
−Removed: There are no limits on the price per share that LPC may pay to purchase Common Stock under the Purchase Agreement.
−Removed: if the Company has directed LPC to purchase the full amount of Common Stock available as a Regular Purchase on a given day, it may direct
−Removed: LPC to purchase additional amounts as “accelerated purchases” and “additional accelerated purchases” as set forth
−Removed: in the Purchase Agreement.
−Removed: The Purchase Agreement limits the Company’s
−Removed: sale shares of Common Stock to LPC to 15,606,426 shares of Common Stock, representing 19.99% of the shares of the Common Stock outstanding
−Removed: on the date of the Purchase Agreement unless (i) shareholder approval is obtained to issue more than such amount or (ii) the
−Removed: average price of all applicable sales of Common Stock to LPC under the Purchase Agreement equals or exceeds the lower of (A) the closing
−Removed: price of the Common Stock on the Nasdaq Capital Market immediately preceding the Execution Date or (B) the average of the closing price
−Removed: of the Common Stock on the Nasdaq Capital Market for the five Business Days immediately preceding the Execution Date.
−Removed: The Purchase Agreement also prohibits the Company
−Removed: from directing LPC to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then
−Removed: beneficially owned by Lincoln Park and its affiliates, would result in LPC and its affiliates having beneficial ownership, at any single
−Removed: point in time, of more than 4.99% of the then total outstanding shares of Common Stock, as calculated pursuant to Section 13(d) of
−Removed: the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder.
−Removed: The Purchase Agreement contains customary representations,
−Removed: warranties, covenants, closing conditions and indemnification and termination provisions by, among and for the benefit of the parties.
−Removed: LPC has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s
−Removed: Common Stock.
−Removed: The Purchase Agreement does not limit the Company’s ability to raise capital from other sources at its sole discretion;
−Removed: provided, however, that the Company shall not enter into any “Variable Rate Transaction” as defined in the Purchase Agreement,
−Removed: including the issuance of any floating conversion rate or variable priced equity-like securities, but excluding any “At-the-Market”
−Removed: offering with a registered broker-dealer, during the 36 month term of the Purchase Agreement.
−Removed: In consideration for entering into the Purchase Agreement,
−Removed: the Company will issue to LPC 75,000 shares of Common Stock as a commitment fee and shall issue up to 75,000 shares pro rata as up to
−Removed: $150,000,000 of shares of our common stock are purchase by LPC at our discretion from time to time, in accordance with the Purchase Agreement.
−Removed: The Purchase Agreement may be terminated by the Company at any time at its discretion without any cost to the Company.
−Removed: Actual sales of shares of Common Stock to LPC under
−Removed: the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others,
−Removed: market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for
−Removed: the Company and its operations.
−Removed: The net proceeds under the Purchase Agreement to the Company will depend
−Removed: on the frequency and prices at which the Company sells shares of its stock to LPC.
−Removed: The Company expects that any proceeds received by
−Removed: the Company from such sales to LPC will be used for working capital and general corporate purposes.
Articles of Incorporation and Bylaws
Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K for the year ended September 30, 2021 filed on November 24, 2021)
−Removed: Bylaws (incorporated by reference to our Current Report on Form 8-K filed on September 28, 2007)
+Added: Bylaws (incorporated by reference to our Current Report on Form 8-K filed on April 14, 2023)
Instruments Defining the Rights of Security Holders
−Removed: Registration Rights Agreement, dated February 3, 2023, by and between the Company and Lincoln Park Capital Fund, LLC
+Added: Registration Rights Agreement, dated February 3, 2023, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 4.1 to our Quarterly Report on Form 10-Q for the period ended December 31, 2022 filed on February 7, 2023)
Material Contracts
−Removed: Purchase Agreement dated February 3, 2023 by and between the Company and Lincoln Park Capital Fund, LLC
+Added: Purchase Agreement dated February 3, 2023 by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended December 31, 2022 filed on February 7, 2023)
Rule 13a-14(a)/15(d)-14(a)Certifications
11 unchanged sentences
** Furnished herewith.
−Removed: Pursuant to the requirements of the Securities Exchange
−Removed: Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: Pursuant to the requirements of the Securities
+Added: Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
ANAVEX LIFE SCIENCES CORP.
3 unchanged sentences
(Principal Executive Officer)
−Removed: February 7, 2023
/s/Sandra Boenisch
2 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: February 7, 2023
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.