Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
Anavex Life Sciences Corp.
Condensed Interim Consolidated Financial Statements
June 30, 2023
(Unaudited)
4
Anavex
Life Sciences Corp.
Condensed
Consolidated Balance Sheets
As
at June 30, 2023 and September 30, 2022
(Unaudited)
June
30
September
30,
2023
2022
Assets
Current
Cash
and cash equivalents
$ 154,817,164
$ 149,157,861
Incentive
and tax receivables
2,165,127
3,192,580
Prepaid
expenses and other current assets
827,572
354,162
Total
Assets
$ 157,809,863
$ 152,704,603
Liabilities
and Stockholders' Equity
Current
Liabilities
Accounts
payable
$ 4,152,846
$ 3,824,777
Accrued
liabilities - Note 4
5,985,658
5,944,953
Deferred
grant income - Note 3
916,763
443,831
Total
Liabilities
11,055,267
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:
81,390,916
common shares (September 30, 2022 - 77,942,815 )
81,391
77,944
Additional
paid-in capital
429,595,961
387,976,881
Accumulated
deficit
( 282,922,756 )
( 245,563,783 )
Total
Stockholders' Equity
146,754,596
142,491,042
Total
Liabilities and Stockholders' Equity
$ 157,809,863
$ 152,704,603
See
Accompanying Notes to Condensed Interim Consolidated Financial Statements
5
Anavex
Life Sciences Corp.
Condensed
Interim Consolidated Statements of Operations and Comprehensive Loss
For
the three and nine months ended June 30, 2023 and 2022
(Unaudited)
Three
months ended June 30,
Nine
months ended June 30,
2023
2022
2023
2022
Operating
expenses
General
and administrative
$ 3,247,843
$ 3,185,451
$ 9,447,447
$ 9,167,560
Research
and development
10,282,854
9,273,269
33,656,364
26,534,297
Total
operating expenses
13,530,697
12,458,720
43,103,811
35,701,857
Operating
loss
( 13,530,697 )
( 12,458,720 )
( 43,103,811 )
( 35,701,857 )
Other
income (expenses)
Grant
income
—
—
25,000
—
Research
and development incentive income
564,842
682,432
2,048,113
2,328,675
Interest
income, net
1,827,945
229,917
4,560,784
242,405
Other
financing expense
—
—
( 964,344 )
—
Foreign
exchange (loss) gain
( 101,066 )
( 732,549 )
146,239
( 408,541 )
Total
other income, net
2,291,721
179,800
5,815,792
2,162,539
Net
loss before provision for income taxes
( 11,238,976 )
( 12,278,920 )
( 37,288,019 )
( 33,539,318 )
Income
tax expense, current
( 41,000 )
( 88,421 )
( 70,954 )
( 148,201 )
Net
loss and comprehensive loss
$ ( 11,279,976 )
$ ( 12,367,341 )
$ ( 37,358,973 )
$ ( 33,687,519 )
Net
Loss per share
Basic
and diluted
$ ( 0.14 )
$ ( 0.16 )
$ ( 0.47 )
$ ( 0.44 )
Weighted
average number of shares outstanding
Basic
and diluted
80,875,235
77,442,236
79,051,038
76,561,940
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 three months ended June 30, 2023 and 2022
(Unaudited)
Common
Stock
Shares
Par
Value
Additional
Paid-in
Capital
Share
proceeds
Receivable
Accumulated
Deficit
Total
Balance,
April 1, 2023
80,235,398
$ 80,236
$ 416,727,598
$ —
$ ( 271,642,780 )
$ 145,165,054
Shares
issued under 2023 purchase agreement
—
Purchase
shares
1,050,000
1,050
8,533,467
—
—
8,534,517
Commitment
shares
4,268
4
( 4 )
—
—
—
Shares
issued pursuant to exercise of stock options
101,250
101
468,119
—
—
468,220
Stock
based compensation
—
—
3,866,781
—
—
3,866,781
Net
loss
—
—
—
—
( 11,279,976 )
( 11,279,976 )
Balance,
June 30, 2023
81,390,916
$ 81,391
$ 429,595,961
$ —
$ ( 282,922,756 )
$ 146,754,596
Balance,
April 1, 2022
77,161,688
$ 77,163
$ 371,437,616
$ ( 403,696 )
$ ( 218,906,042 )
$ 152,205,041
Shares
issued under Sales Agreement
557,177
557
6,178,127
403,696
—
6,582,380
Less:
share issue costs
—
—
( 185,361 )
—
—
( 185,361 )
Shares
issued pursuant to exercise of stock options
223,703
224
513,043
—
513,267
Stock
based compensation
—
—
3,988,614
—
—
3,988,614
Net
loss
—
—
—
—
( 12,367,341 )
( 12,367,341 )
Balance,
June 30, 2022
77,942,568
$ 77,944
$ 381,932,039
$ —
$ ( 231,273,383 )
$ 150,736,600
See Accompanying Notes to Condensed Interim Consolidated Financial
Statements
7
Anavex
Life Sciences Corp.
Condensed
Interim Consolidated Statements of Changes in Stockholders' Equity
For
the nine months ended June 30, 2023 and 2022
(Unaudited)
Common Stock
Shares
Par
Value
Additional
Paid-in Capital
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
3,125,000
3,125
26,683,892
—
26,687,017
Commitment
shares
13,348
13
( 13 )
—
—
Shares
issued pursuant to exercise of stock options
234,753
234
907,423
—
907,657
Stock
based compensation
—
—
13,183,353
—
13,183,353
Net
loss
—
—
—
( 37,358,973 )
( 37,358,973 )
Balance,
June 30, 2023
81,390,916
$ 81,391
$ 429,595,961
$ ( 282,922,756 )
$ 146,754,596
Balance,
October 1, 2021
75,918,465
$ 75,920
$ 348,328,048
$ ( 197,585,864 )
$ 150,818,104
Shares
issued under Sales Agreement
1,623,566
1,623
20,980,525
—
20,982,148
Less:
share issue costs
—
—
( 723,167 )
—
( 723,167 )
Shares
issued upon exercise of stock options
400,537
401
1,009,789
—
1,010,190
Stock
based compensation
—
—
12,336,844
—
12,336,844
Net
loss
—
—
—
( 33,687,519 )
( 33,687,519 )
Balance,
June 30, 2022
77,942,568
$ 77,944
$ 381,932,039
$ ( 231,273,383 )
$ 150,736,600
See Accompanying Notes to Condensed Interim Consolidated
Financial Statements
8
Anavex
Life Sciences Corp.
Condensed
Interim Consolidated Statements of Cash Flows
For
the nine months ended June 30, 2023 and 2022
(Unaudited)
2023
2022
Cash
Flows used in Operating Activities
Net
loss
$ ( 37,358,973 )
$ ( 33,687,519 )
Adjustments
to reconcile net loss to net cash used in operations:
Non-cash
financing related charges
844,500
—
Stock
based compensation
13,183,353
12,336,844
Changes
in working capital balances related to operations:
Incentive
and tax receivables
1,027,453
2,577,002
Prepaid
expenses and deposits
( 473,410 )
( 106,414 )
Accounts
payable
328,069
( 1,612,889 )
Accrued
liabilities
40,705
299,047
Deferred
grant income
472,932
—
Net
cash used in operating activities
( 21,935,371 )
( 20,193,929 )
Cash
Flows provided by Financing Activities
Issuance
of common shares
26,687,017
20,982,148
Share
issue costs
—
( 706,802 )
Proceeds
from exercise of stock options
907,657
1,010,190
Net
cash provided by financing activities
27,594,674
21,285,536
Increase
in cash and cash equivalents during the period
5,659,303
1,091,607
Cash
and cash equivalents, beginning of period
149,157,861
152,107,745
Cash
and cash equivalents, end of period
$ 154,817,164
$ 153,199,352
Supplemental
Cash Flow Information
Cash
paid for state and local minimum income taxes
$ 208,577
$ 141,374
See Accompanying Notes to Condensed Interim Consolidated
Financial Statements
9
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
June
30, 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”).
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 nine months ended
June 30, 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.
10
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
June
30, 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.
11
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
June
30, 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 June 30, 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 June 30, 2023 loss per share excludes 14,858,863
(June 30, 2022: 13,194,616 ) 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 June 30, 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 nine months ended June 30, 2023, and $ 497,931 was received during the year ended September
30, 2021.
12
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
June
30, 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 nine months ended June 30, 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 June 30, 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 nine
months ended June 30, 2023, the Company recorded research and development incentive income of $ 564,842 (AUD 852,862 ) and $ 2,048,113 (AUD
3,068,615 ), respectively (2022: $ 682,432 (AUD 954,986 ) and $ 2,328,675 (AUD 3,218,303 ), 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 2019 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
June 30,
2023
September 30, 2022
Accrued clinical site and patient visits costs
$ 2,301,928
$ 2,031,105
Accrued compensation and benefits
952,323
1,297,337
Fixed contract accruals
11,170
417,414
Milestone based contract accruals
570,996
137,337
All other accrued liabilities
2,149,241
2,061,760
Total accrued liabilities
$ 5,985,658
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.
13
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
June
30, 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 nine months ended June 30, 2023, no shares
were sold pursuant to the Offering. During the nine months ended June 30, 2022, 1,623,566 shares were sold for gross proceeds of $ 20,982,148
(net proceeds of $ 20,258,981 ). At June 30, 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 “2023 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 nine months ended June 30, 2023.
During the nine months ended June 30, 2023, the Company
issued to Lincoln Park an aggregate of 3,138,348 (2022: 0 ) shares of common stock under the 2023 Purchase Agreement, including 3,125,000
(2022: 0 l) shares of common stock for aggregate proceeds of $ 26,687,017 (2022: $ 0 ) and 13,348 (2022: 0 ) commitment
shares.
As at June 30, 2023, an amount of $ 123,312,983 (September
30, 2022: N/A) remained available under the 2023 Purchase Agreement.
14
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
June
30, 2023
(Unaudited)
Note 6 Commitments and Contingencies
Leases
During the three
and nine months ended June 30, 2023, the Company incurred office lease expense of $ 25,103 and $ 85,243 , (2022: $ 21,015 and $ 42,348 ) 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 nine months ended June 30, 2023, the Company made $ 76,313 and $ 176,189 (2022: $ 27,358 and $ 120,979 ), 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 June 30, 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.
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.
15
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
June
30, 2023
(Unaudited)
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
June 30, 2023, 3,912,000 options had been issued under the 2022 Plan and 6,599,452 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
Weighted Average
Weighted Average
Grant Date Fair
Aggregate intrinsic
Exercise Price
Value
Value
Number
of Options
($)
($)
($)
Outstanding,
September
30, 2021
11,330,903
5.74
—
140,132,451
Granted
2,358,000
10.13
7.07
—
Forfeited
( 118,750 )
6.56
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
1,914,000
9.33
6.62
—
Exercised
( 234,753 )
3.87
2.91
1,297,062
Forfeited
( 150,000 )
12.69
5.64
—
Outstanding,
June
30,
2023
14,698,863
6.95
39,065,774
Exercisable,
June
30,
2023
10,027,446
4.91
38,730,916
The following summarizes information about stock options
at June 30, 2023 by a range of exercise prices:
Schedule Of Share-based Payment Arrangement, Option, Activity
Weighted average
Number of
remaining
Weighted
Number of
Weighted
Range of exercises prices
outstanding
contractual life
average
vested
average
From
To
options
(in years)
exercise price
options
exercise price
$ 0.92
$ 3.00
3,800,309
4.34
$ 2.29
3,800,309
$ 2.29
$ 3.01
$ 5.00
2,022,500
4.57
$ 3.28
2,022,500
$ 3.28
$ 5.01
$ 9.00
5,250,054
6.46
$ 6.91
3,287,887
$ 6.09
$ 9.01
$ 13.00
2,054,000
8.64
$ 10.62
432,167
$ 11.47
$ 13.01
$ 25.00
1,572,000
7.74
$ 18.29
484,583
$ 18.50
14,698,863
6.09
$ 6.95
10,027,446
$ 4.91
16
Anavex
Life Sciences Corp.
Notes
to the Condensed Interim Consolidated Financial Statements
June
30, 2023
(Unaudited)
The weighted average grant date fair value of options
vested during the nine months ended June 30, 2023 was $ 3.77 (2022: $ 3.83 ). At June 30, 2023, the weighted average contractual life of
options outstanding was 6.09 years (September 30, 2022: 6.40 years) and for options exercisable was 4.72 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 June 30, 2023.
During the three and nine months ended June 30, 2023,
the Company recognized stock based compensation expense of $ 3,866,781 and $ 13,183,353 (2022: $ 3,988,614 and $ 12,336,844 ), 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 June 30,
Nine months ended June 30,
2023
2022
2023
2022
General and administrative
$ 1,451,471
$ 1,490,267
$ 4,450,841
$ 4,739,021
Research and development
2,415,310
2,498,347
8,732,512
7,597,823
Total stock-based compensation
$ 3,866,781
$ 3,988,614
$ 13,183,353
$ 12,336,844
An amount of approximately $ 17,543,748 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 nine months ended June 30, 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 %
3.10 %
Expected life of options (years)
5.63
5.51
Annualized volatility
85.16 %
84.12 %
Dividend rate
0.00 %
0.00 %
The fair value of stock compensation charges recognized
during the three and nine months ended June 30, 2023 and 2022 was determined with reference to the quoted market price of the Company’s
shares on the grant date.
17
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.