Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
Anavex Life Sciences Corp.
Condensed Interim Consolidated Financial Statements
March 31, 2023
(Unaudited)
3
Anavex
Life Sciences Corp.
Condensed
Interim Consolidated Balance Sheets
As
at March 31, 2023 and September 30, 2022
(Unaudited)
March 31,
September 30,
2023
2022
Assets
Current
Cash and cash equivalents
$ 153,466,962
$ 149,157,861
Incentive and tax receivables
4,737,661
3,192,580
Prepaid expenses and other current assets
981,774
354,162
Total Assets
$ 159,186,397
$ 152,704,603
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable
$ 6,281,742
$ 3,824,777
Accrued liabilities - Note 4
6,822,838
5,944,953
Deferred grant income - Note 3
916,763
443,831
Total Liabilities
14,021,343
10,213,561
Commitments and Contingencies - Note 6
-
-
Capital stock
Authorized:
10,000,000 preferred stock, par value $ 0.001 per share
—
—
200,000,000 common stock, par value $ 0.001 per share
Issued and outstanding:
80,235,398 common shares (September 30, 2022 - 77,942,815 )
80,236
77,944
Additional paid-in capital
416,727,598
387,976,881
Accumulated deficit
( 271,642,780 )
( 245,563,783 )
Total Stockholders' Equity
145,165,054
142,491,042
Total Liabilities and Stockholders' Equity
$ 159,186,397
$ 152,704,603
See
Accompanying Notes to Condensed Interim Consolidated Financial Statements
4
Anavex
Life Sciences Corp.
Condensed
Interim Consolidated Statements of Operations
For
the three and six months ended March 31, 2023 and 2022
(Unaudited)
Three months ended March 31,
Six months ended March 31,
2023
2022
2023
2022
Operating expenses
General and administrative
$ 2,882,568
$ 2,915,158
$ 6,199,604
$ 5,982,109
Research and development
11,306,591
8,604,589
23,373,510
17,261,028
Total operating expenses
14,189,159
11,519,747
29,573,114
23,243,137
Operating loss
( 14,189,159 )
( 11,519,747 )
( 29,573,114 )
( 23,243,137 )
Other income (expenses)
Grant income
—
—
25,000
—
Research and development incentive income
749,681
835,513
1,483,271
1,646,243
Interest income, net
1,465,221
7,578
2,732,839
12,488
Other financing expense
( 964,344 )
—
( 964,344 )
—
Foreign exchange (loss) gain
( 118,678 )
268,645
247,305
324,008
Total other income, net
1,131,880
1,111,736
3,524,071
1,982,739
Net loss before provision for income taxes
( 13,057,279 )
( 10,408,011 )
( 26,049,043 )
( 21,260,398 )
Income tax expense, current
( 50,000 )
( 29,800 )
( 29,954 )
( 59,780 )
Net loss and comprehensive loss
$ ( 13,107,279 )
$ ( 10,437,811 )
$ ( 26,078,997 )
$ ( 21,320,178 )
Net Loss per share
Basic and diluted
$ ( 0.17 )
$ ( 0.14 )
$ ( 0.33 )
$ ( 0.28 )
Weighted average number of shares outstanding
Basic and diluted
78,304,363
76,248,603
78,138,940
76,121,792
See
Accompanying Notes to Condensed Interim Consolidated Financial Statements
5
Anavex
Life Sciences Corp.
Condensed
Interim Consolidated Statements of Changes in Stockholders' Equity
For
the three months ended March 31, 2023 and 2022
Common Stock
Shares
Par Value
Additional Paid-in Capital
Share proceeds Receivable
Accumulated Deficit
Total
Balance, January 1, 2023
78,032,135
$ 78,033
$ 393,581,544
—
$ ( 258,535,501 )
$ 135,124,076
Shares issued under 2023 purchase agreement
—
Initial Commitment shares
75,000
75
844,425
—
—
844,500
Purchase shares
2,075,000
2,075
18,150,425
—
—
18,152,500
Commitment shares
9,080
9
( 9 )
—
—
—
Shares issued upon exercise of stock options
44,183
44
181,149
—
—
181,193
Share based compensation
—
—
3,970,064
—
—
3,970,064
Net loss
—
—
—
—
( 13,107,279 )
( 13,107,279 )
Balance, March 31, 2023
80,235,398
$ 80,236
$ 416,727,598
$ —
$ ( 271,642,780 )
$ 145,165,054
Balance, January 1, 2022
76,155,187
$ 76,156
$ 354,759,781
—
$ ( 208,468,231 )
$ 146,367,706
Shares issued upon exercise of stock options
39,700
40
123,386
—
—
123,426
Shares issued under Sales Agreement
966,801
967
12,489,713
( 403,696 )
—
12,086,984
Less: share issue costs
—
—
( 374,720 )
—
—
( 374,720 )
Stock based compensation
—
—
4,439,456
—
—
4,439,456
Net loss
—
—
—
—
( 10,437,811 )
( 10,437,811 )
Balance, March 31, 2022
77,161,688
$ 77,163
$ 371,437,616
$ ( 403,696 )
$ ( 218,906,042 )
$ 152,205,041
See
Accompanying Notes to Condensed Interim Consolidated Financial Statements
6
Anavex
Life Sciences Corp.
Condensed
Interim Consolidated Statements of Changes in Stockholders' Equity
For
the six months ended March 31, 2023 and 2022
(Unaudited)
Common Stock
Shares
Par Value
Additional Paid-in Capital
Share proceeds Receivable
Accumulated Deficit
Total
Balance, October 1, 2022
77,942,815
$ 77,944
$ 387,976,881
$ —
$ ( 245,563,783 )
$ 142,491,042
Shares issued under 2023 purchase agreement
Initial Commitment shares
75,000
75
844,425
—
—
844,500
Purchase shares
2,075,000
2,075
18,150,425
—
—
18,152,500
Commitment shares
9,080
9
( 9 )
—
—
—
Shares issued upon exercise of stock options
133,503
133
439,304
—
—
439,437
Share based compensation
—
—
9,316,572
—
—
9,316,572
Net loss
—
—
—
—
( 26,078,997 )
( 26,078,997 )
Balance, March 31, 2023
80,235,398
$ 80,236
$ 416,727,598
$ —
$ ( 271,642,780 )
$ 145,165,054
Balance, October 1, 2021
75,918,465
$ 75,920
$ 348,328,048
$ —
$ ( 197,585,864 )
$ 150,818,104
Shares issued under Sales Agreement
1,066,389
1,066
14,802,398
( 403,696 )
14,399,768
Less: share issue costs
—
—
( 537,806 )
—
—
( 537,806 )
Shares issued upon exercise of stock options
176,834
177
496,746
—
—
496,923
Stock based compensation
—
—
8,348,230
—
—
8,348,230
Net loss
—
—
—
—
( 21,320,178 )
( 21,320,178 )
Balance, March 31, 2022
77,161,688
$ 77,163
$ 371,437,616
$ ( 403,696 )
$ ( 218,906,042 )
$ 152,205,041
See
Accompanying Notes to Condensed Interim Consolidated Financial Statements
7
Anavex
Life Sciences Corp.
Condensed
Interim Consolidated Statements of Cash Flows
For
the six months ended March 31, 2023 and 2022
(Unaudited)
2023
2022
Cash Flows used in Operating Activities
Net loss
$ ( 26,078,997 )
$ ( 21,320,178 )
Adjustments to reconcile net loss to net cash used in operations:
Non-cash financing related charges
844,500
—
Stock-based compensation
9,316,572
8,348,230
Changes in working capital balances related to operations:
Incentive and tax receivables
( 1,545,081 )
2,667,844
Prepaid expenses and deposits
( 627,612 )
( 109,056 )
Accounts payable
2,456,965
( 2,107,893 )
Accrued liabilities
877,885
( 619,386 )
Deferred grant income
472,932
—
Net cash used in operating activities
( 14,282,836 )
( 13,140,439 )
Cash Flows provided by Financing Activities
Issuance of common shares
18,152,500
14,399,768
Share issue costs
—
( 521,441 )
Proceeds from exercise of stock options
439,437
496,923
Net cash provided by financing activities
18,591,937
14,375,250
Increase in cash and cash equivalents during the period
4,309,101
1,234,811
Cash and cash equivalents, beginning of period
149,157,861
152,107,745
Cash and cash equivalents, end of period
$ 153,466,962
$ 153,342,556
Supplemental Cash Flow Information
Cash paid for state and local minimum income taxes
$ 139,577
$ 141,374
See
Accompanying Notes to Condensed Interim Consolidated Financial Statements
8
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
March
31, 2023
(Unaudited)
Note
1 Business Description
Business
Anavex
Life Sciences Corp. (“Anavex” or the “Company”) is a clinical stage biopharmaceutical company engaged in the
development of differentiated therapeutics by applying precision medicine to central nervous system (“CNS”) diseases with
high unmet need. Anavex analyzes genomic data from clinical 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”), and Fragile X syndrome.
Note
2 Basis of Presentation
Basis
of Presentation
These
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
(“U.S. GAAP”) for interim reporting. Accordingly, certain information and note disclosures normally included in the annual
financial statements in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion
of management, the disclosures are adequate to make the information presented not misleading.
These
accompanying unaudited 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
by U.S. GAAP. 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.
Operating
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.
Liquidity
All
of the Company’s potential drug compounds are in the clinical development stage and the Company cannot be certain that its research
and development efforts will be successful or, if successful, that its potential drug compounds will ever be approved for sales to pharmaceutical
companies or generate commercial revenues. To date, we have not generated any revenues from our operations. The Company expects the business
to continue to experience negative cash flows from operations for the foreseeable future and cannot predict when, if ever, our business
might become profitable.
9
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
March
31, 2023
(Unaudited)
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
condensed interim 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
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
activities.
Use of Estimates
The preparation of financial statements in accordance
with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates
estimates and assumptions related to accounting for research and development costs, incentive income receivable, valuation and recoverability
of deferred tax assets, 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
estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will
be affected.
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.
10
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
March
31, 2023
(Unaudited)
Fair Value Measurements
The fair value hierarchy under GAAP is based on three
levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which
are the following:
Level 1 - quoted prices (unadjusted) in active
markets for identical assets or liabilities;
Level 2 - observable inputs other than Level 1, quoted
prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets
that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and
Level 3 - assets and liabilities whose significant
value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.
At March 31, 2023 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 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.
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. The
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
Grant Income
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. 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
30, 2021.
11
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
March
31, 2023
(Unaudited)
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
incurred. 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
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 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.
The
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. Currently,
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 consist of:
Schedule of accrued liabilities
March 31,
September 30,
2023
2022
Accrued clinical site and patient visits costs
$
2,168,950
$
2,031,105
Accrued compensation and benefits
1,572,500
1,297,337
Fixed contract accruals
82,666
417,414
Milestone based contract accruals
1,041,930
137,337
All other accrued liabilities
1,956,792
2,061,760
Total accrued liabilities
6,822,838
5,944,953
Note 5 Equity Offerings
Common Stock
Common shares are voting and are entitled to dividends
as declared at the discretion of the Board of Directors (the “Board”).
Preferred Stock
The Company’s Board has the authority to issue
preferred stock in one or more series and to fix the rights, preferences, privileges, restrictions and the number of shares constituting
any series of the designation of the series.
12
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
March
31, 2023
(Unaudited)
Sales Agreement
The Company entered into a Controlled Equity Offering
Sales Agreement on July 6, 2018, which was amended and restated on May 1, 2020 (the “Sales Agreement”) with Cantor Fitzgerald &
Co. and SVB Leerink LLC (together the “Sales Agents”), pursuant to which the Company may offer and sell shares of common stock
registered under an effective registration statement from time to time through the Sales Agents (the “Offering”).
Upon delivery of a placement notice based on the Company’s
instructions and subject to the terms and conditions of the Sales Agreement, the Sales Agents may sell the Shares by methods deemed to
be an “at the market offering” offering, in negotiated transactions at market prices prevailing at the time of sale or at
prices related to such prevailing market prices, or by any other method permitted by law, including negotiated transactions, subject to
the prior written consent of the Company. The Company is not obligated to make any sales of Shares under the Sales Agreement. The Company
or Sales Agents may suspend or terminate the offering of Shares upon notice to the other party, subject to certain conditions. The Sales
Agents will act as agent on a commercially reasonable efforts basis consistent with their normal trading and sales practices and applicable
state and federal law, rules and regulations and the rules of Nasdaq.
The Company has agreed to pay the Sales Agents commissions
for their services of up to 3.0 % of the gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company also agreed
to provide the Sales Agents with customary indemnification and contribution rights. During the 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
(2022: 0 ) shares of common stock for an aggregate purchase price of $ 18,152,500 (2022: $ 0 ) and 9,080 (2022: 0 ) commitment
shares.
At March 31, 2023, an amount of $ 131,847,500 (September
30, 2022: $ 0 ) remained available under the 2023 Purchase Agreement.
13
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
March
31, 2023
(Unaudited)
Note 6 Commitments and Contingencies
Leases
During the three
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
The Company has
a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan covers all United States based employees.
United States based employees eligible to participate in the plan may contribute up to the current statutory limits under the Internal
Revenue Service regulations. The 401(k) plan permits the Company to make additional matching contributions on behalf of contributing employees.
During the three and 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.
Litigation
The Company is subject
to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be
no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will
not have a material adverse effect upon the Company’s consolidated financial statements. The Company does not believe that any of
such pending claims and legal proceedings will have a material adverse effect on its consolidated financial statements.
Share Purchase Warrants
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:
Schedule of share purchase warrants outstanding
Number
Exercise Price
Expiry Date
150,000
$ 3.17
May 6, 2024
10,000
$ 12.00
April 21, 2026
160,000
Stock–based Compensation
Plan
2015 Stock Option Plan
On September 18, 2015, the Company’s Board approved
a 2015 Omnibus Incentive Plan (the “2015 Plan”), which provided for the grant of stock options and restricted stock awards
to directors, officers, employees and consultants of the Company.
The maximum number of our common shares reserved for
issue under the plan was 6,050,553 shares, subject to adjustment in the event of a change of the Company’s capitalization.
14
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
March
31, 2023
(Unaudited)
2019 Stock Option Plan
On January 15, 2019, the Board approved the 2019 Omnibus
Incentive Plan (the “2019 Plan”), which provides for the grant of stock options and restricted stock awards to directors,
officers, employees, consultants and advisors of the Company.
The maximum number of our common shares reserved for
issue under the plan was 6,000,000 shares, subject to adjustment in the event of a change of the Company’s capitalization.
During the 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
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. As at
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
Plan.
A summary of the status of Company’s outstanding
stock options is presented below:
Schedule of outstanding stock purchase options
Number of Shares
Weighted Average Exercise Price
($)
Weighted Average Grant Date Fair Value
($)
Aggregate intrinsic value
($)
Outstanding, September 30, 2021
11,330,903
5.74
—
140,132,451
Granted
2,358,000
10.13
7.07
—
Forfeited
( 118,750 )
6.86
5.23
—
Exercised
( 400,537 )
2.52
1.88
4,201,015
Outstanding, September 30, 2022
13,169,616
6.61
62,267,309
Granted
1,863,000
9.36
6.64
—
Exercised
( 133,503 )
3.29
2 59
868,537
Forfeited
( 57,500 )
11.73
9.09
—
Outstanding, March 31, 2023
14,841,613
6.97
43,709,206
Exercisable, March 31, 2023
9,937,362
4.78
43,099,822
The following summarizes information about stock options
at March 31, 2023 by a range of exercise prices:
Schedule Of Share-based Payment Arrangement, Option, Activity
Range of exercises prices
Number of Outstanding
Weighted average remaining contractual Me
Weighted average
Number of vested
Weighted average
From
To
options
(in years)
exercise price
options
exercise price
$ 0.92
$ 2.96
3,834,559
4.60
$ 2.29
3,834,559
$ 2.29
$ 3.15
$ 4.80
2,022,500
4.82
$ 3.28
2,017,500
$ 3.28
$ 5.04
$ 8.98
5,307,054
6.72
$ 6.89
3,345,720
$ 6.08
$ 9.20
$ 13.01
2,118,000
8.87
$ 10.68
312,083
$ 11.94
$ 13.22
$ 24.58
1,559,500
7.99
$ 18.48
427,500
$ 18.90
14,841,613
6.35
$ 6.97
9,937,362
$ 4.78
15
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
March
31, 2023
(Unaudited)
The weighted average grant date fair value of options
vested during the six months ended March 31, 2023 was $ 3.67 (2022: $ 3.20 ). 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: 5.1
years).
The aggregate intrinsic value is calculated as the
difference between the exercise price of the underlying awards and the quoted market price of the Company’s stock for the options
that were in-the-money at 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
follows:
Schedule of general and administrative expenses and research and development expenses
Three months ended March 31,
Six months end March 31,
2023
2022
2023
2022
General and administrative
$ 1,256,845
$ 1,577,831
$ 2,999,370
$ 3,249,557
Research and development
2,713,219
2,861,625
6,317,202
5,098,673
Total stock-based compensation
$ 3,970,064
$ 4,439,456
$ 9,316,572
$ 8,348,230
An amount of approximately $ 21,781,736 in stock-based
compensation is expected to be recorded over the remaining term of such options through fiscal 2026.
The fair value of each option award
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
2023
2022
Risk-free interest rate
3.69 %
1.40 %
Expected life of options (years)
5.61
4.90
Annualized volatility
85.28 %
95.88 %
Dividend rate
0.00 %
0.00 %
The fair value of stock compensation charges recognized
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.
16
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.