What changed in this filing

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Item 9A. Controls and Procedures

2023-11-27 compared with 2022-11-28 · 797 added, 50 removed, 85 unchanged (91% of the section changed)

31 unchanged sentences

During the quarter ended September 30,

2022, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant

to Rules 13a 15(d) or 15d 15(d) of the Exchange Act that materially affected, or are reasonably likely to materially affect, our

internal controls over financial reporting.

2023, there were no material changes in our internal control over financial reporting identified in management’s evaluation

pursuant to Rules 13a 15(d) or 15d 15(d) of the Exchange Act that materially affected, or are reasonably likely to materially affect,

our internal controls over financial reporting.

ITEM 9B OTHER

ITEM 9C DISCLOSURE

REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 10 DIRECTORS,

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

information required by this Item will be set forth in the section headed “ —Election

of Directors ” and “ Information

Regarding the Board of Directors and Corporate Governance ” in our

definitive Proxy Statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days after our year ended

September 30, 2022 (our “ Proxy Statement ” )

and is incorporated in this report by reference.

information required by this Item will be set forth in the section headed “ Executive

Compensation ” in our Proxy Statement and is incorporated in this

report by reference.

Directors and Executive Officers

Our directors are to be elected at our

annual meeting and each director elected is to hold office until his or her successor is elected and qualified.

Our Board of Directors

may remove our officers at any time.

Our directors and executive officers,

their ages, positions held, and duration of such, are as follows:

Date first appointed

Christopher Missling, PhD

Director, President, Chief

Executive Officer, Secretary

Jiong Ma, PhD

Director, Chair

Athanasios Skarpelos

January 9, 2013

Claus van der Velden, PhD

March 2, 2018

Steffen Thomas, PhD

June 15, 2015

Peter Donhauser, D.O.

February 8, 2017

Sandra Boenisch, CPA, CGA

Principal Financial Officer,

October 1, 2015

Board Leadership Structure

The Board of Directors is composed of

a majority of independent directors and the Chief Executive Officer of the Company.

Our Board of Directors has appointed

an independent Board Chair, Dr.

As Board Chair, Dr.

Ma has the authority, among other things, to call and preside over

meetings of our Board, to set meeting agendas, and to determine materials to be distributed to the Board.

The Company believes

separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of our Board in its oversight

of the business and affairs of the Company.

In addition, the Company believes that having an independent Board Chair creates an

environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management

accountability and improving the ability of our Board to monitor whether management’s actions are in the best interests of

the Company and its stockholders.

The Audit Committee, Compensation Committee,

and Nominating and Corporate Governance Committee each have oversight over specific areas of responsibility, as discussed further

Board of Directors’ Role in Risk

The Board of Directors is responsible

for oversight of the Company’s risk management process.

The Board administers this oversight function directly through the

Board of Directors as a whole, as well as through the committees of the board.

Areas of focus include economic risk, operational

risk, financial risk (accounting, investment or liquidity, and tax), competitive risk, legal and regulatory risk, cybersecurity

risk and compliance and reputational risks.

The Board of Directors is supported by regular reporting by management, which is designed

to give the Board of Directors visibility over the Company’s operations and activities to adequately identify key risks and

understand management’s risk mitigation strategies.

Business Experience

The following is a brief account of

the education and business experience of directors and executive officers during at least the past five years, indicating their

principal occupations during the period, and the names and principal businesses of the organizations by which they were employed.

Christopher Missling, PhD .

Missling has over twenty years of healthcare industry experience in big pharmaceutical, biotech and investment banking.

Most recently,

from March 2007 until his appointment by our Company, Dr.

Missling served as the head of healthcare investment banking at Brimberg

in New York, New York.

In addition, Dr.

Missling served as the Chief Financial Officer of Curis, Inc.

(NASDAQ:CRIS) and

ImmunoGen, Inc.

(NASDAQ:IMGN).

Missling earned his MS and PhD from the University of Munich and an MBA from Northwestern University

Kellogg School of Management and WHU Otto Beisheim School of Management.

Jiong Ma, PhD.

Jiong Ma has over 25

years of experience in the investing, building and scaling of companies with a focus on innovative product launches in digital

health, technology and the new energy transition.

Ma currently serves on the board of SES AI Corporation (NYSE:

SES), and LinkinVax,

a biotech company, spin-off from the Vaccine Research Institute in France.

Ma served as senior partner and a member of the

investment committee at Braemar Energy Ventures (“Braemar”).

While at Braemar, Dr.

Ma led investments in more than

15 companies involved in either resource efficiency, e-mobility, industrial digitalization, renewable energy, or deep tech, and

has achieved multiple successful exits through M&A and IPO.

Ma has significant knowledge and expertise in the technology

industry, including information security.

Prior to Braemar Energy Ventures, she was with the Venture Capital Group at 3i Group,

a global private equity firm, where she led investments across multiple stages in Digital Health, TMT and Cleantech.

the Venture Capital Group at 3i, Dr.

Ma held several senior positions at Lucent Technologies and Bell Labs.

Her responsibilities

included lead roles in product portfolio strategy, new product launches for Optical and Data Networking, and research and product

Ma was also a founding team member of Onetta Inc., a fiber networks company.

She has a PhD in Electrical and Computer

Engineering from the University Colorado at Boulder and an MS in Electrical Engineering from Worcester Polytechnic Institute.

Ma is a Kauffman Fellow.

Athanasios Skarpelos .

(Tom) Skarpelos is a self-employed investor with 20 years of experience working with private and public companies with a focus

on biotechnology companies involved in drug discovery and drug development projects.

His experience has led to relationships with

researchers at academic institutes in Europe and North America.

Skarpelos is a founder of Anavex.

Claus van der Velden, PhD .

van der Velden, PhD, brings significant expertise in management, accounting, internal controls, information security and risk management.

Since May 2021, he has served as Managing Director (Chief Financial Officer) of NetCologne

GmbH, a regional telecommunication provider in Germany .

From July 2011 to May 2021, he served as corporate head of Management

Accounting, Internal Audit and Risk Management at Stroeer SE & Co KGaA, a publicly listed German digital media company.

van der Velden served as the Director of Corporate Business Controlling for the Nutrition & Health business unit at Cognis,

a worldwide supplier of global nutritional ingredients and specialty chemicals.

In this position, he was also a compliance representative

and a member of the global leadership team.

After the acquisition of Cognis by BASF, he was responsible for the management accounting

processes of the BASF Nutrition & Health division, developing and producing mostly natural-source ingredients for the food

and healthcare industries.

van der Velden started his career as a strategy consultant at an international marketing and strategy

consultancy firm.

He studied in Kiel and Stockholm and received a degree in economics from the University of Kiel and later obtained

his doctorate in business management from the WHU-Otto Beisheim School of Management where he also previously taught economics.

Steffen Thomas, PhD .

Thomas, has over 15 years of experience as a European patent attorney and is currently practicing at Epping Hermann Fischer, a

major intellectual property law firm in Europe.

Previously, he worked for Japan-based Takeda Pharmaceutical Company, the largest

pharmaceutical company in Asia and a top firm worldwide, as an in-house patent attorney.

Prior to that, he worked for Nycomed Pharma,

acquired by Takeda in 2011 for approximately USD $10 billion.

Thomas’ legal practice covers drafting of patent applications,

prosecuting patent applications before national and international patent offices, defending and challenging patents in opposition,

appeal, and nullity proceedings, enforcing patents before the infringement courts, and preparing opinions on patentability and

infringement in the technical field of chemistry.

Thomas has particular expertise in small molecule pharmaceuticals.

MS and PhD degrees in Chemistry from the University of Munich.

Peter Donhauser, D.O.

Peter Donhauser,

had more than 20 years of expertise in clinical research prior to practicing osteopathic medicine with an integrated medical approach

in private practice beginning in 2000.

He worked at the University Hospital of Munich in the fields of geriatrics and neuromusculoskeletal

During this time, he was a clinical trial investigator in multiple Phase 3 studies, including studies sponsored by Merck

Sharp & Dohme, Merck, Boehringer Mannheim, Roche, Servier and Sanofi.

He received his human medicine degree at the University

of Munich and Doctor of Osteopathic Medicine (D.O.) from the German-American Academy for Osteopathy, or DAAO, a member of the European

Sandra Boenisch, CPA, CGA.

Boenisch is a Chartered Professional Accountant (CPA, CGA) with approximately 20 years of accounting, audit and financial reporting

experience in a variety of industries, both in the United States and Canada.

Boenisch was an independent consultant, providing

financial reporting services to a range of public companies in the United States and Canada since January 2012.

From 2008 until

Boenisch was employed at BDO Canada LLP (Vancouver, BC) where she was hired as a Senior Accountant and was later promoted

to Manager, Audit Assurance.

Boenisch specialized in managing assurance engagements for public companies in the United States

Prior to that, Ms.

Boenisch worked for another public accounting firm from 2001 to 2008.

As an independent consultant,

Boenisch has acquired considerable experience in finance, governance, and regulatory compliance.

She holds a BComm from Laurentian

Family Relationships

There are no family relationships between

any director or executive officer.

Involvement in Certain Legal Proceedings

There are no material proceedings to

which any director or executive officer or any associate of any such director or officer is a party adverse to our Company or has

a material interest adverse to our Company.

Delinquent Section 16(a) Reports

Business Code of Conduct & Ethics

We have adopted a code of conduct and

ethics that applies to our directors, principal executive officer, principal financial officer, principal accounting officer or

controller, or persons performing similar functions, and to all employees.

We have posted our policy on our website at www.anavex.com/code-of-conduct.

Insider Trading Policy

Our Insider Trading Policy prohibits

our directors, officers, employees and consultants from engaging in short sales, transactions in publicly traded options such as

put, calls or other derivative securities, hedging transactions and other inherently speculative transactions with respect to our

stock at any time.

Our policy further prohibits such persons from engaging in transactions involving any loan, pledge or other

transfer of beneficial ownership of the Company’s securities without obtaining advance clearance of the proposed transaction

from our Insider Trading Compliance Officer.

Information Regarding Committees of the

Board of Directors

The Board has an Audit Committee, a

Compensation Committee and a Nominating and Corporate Governance Committee.

The following table provides membership and meeting

information for 2023:

and Corporate Governance Committee

Missling, PhD

van der Velden, PhD

Donhauser, D.O.

*Committee Chair

Audit Committee and Audit Committee Financial

The Audit Committee is composed of four

directors, each of whom is independent.

The Audit Committee operates under a charter that was adopted by our Board of Directors.

The Audit Committee oversees and reports to our Board of Directors on various auditing and accounting-related matters, including,

among other things, the maintenance of the integrity of our financial statements, reporting process and internal controls;

selection, evaluation, compensation and retention of our independent registered public accounting firm;

legal and regulatory compliance,

including our disclosure controls and procedures;

and oversight over our risk management policies and procedures.

Our Board of Directors has determined

that Claus van der Velden is an “audit committee financial expert” as defined by applicable SEC and NASDAQ rules.

The Audit Committee has reviewed and

discussed the audited consolidated financial statements with management.

Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed

by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange

Commission (the “SEC”).

In addition, the Audit Committee has received the written disclosures and the letter from the

independent registered public accounting firm required by applicable requirements of the PCAOB regarding the firm’s communications

with the Audit Committee concerning independence and has discussed with the independent registered accounting firm its independence

from the Company and management.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the

Board that the audited consolidated financial statements for the Company for the fiscal year ended September 30, 2023 be included

in this Annual Report on Form 10-K for the year ended September 30, 2023.

The foregoing report has been furnished

by the Audit Committee.

Claus van der Velden (Chairman)

Athanasios Skarpelos

Steffen Thomas

Compensation Committee

The Compensation Committee is composed

of three directors, each of whom is independent.

The Compensation Committee operates under a charter that was adopted by our Board

of Directors.

The Compensation Committee assists our Board of Directors in discharging its responsibilities relating to compensation

of our directors and executive officers.

Its responsibilities include, among other things:

reviewing, approving and recommending

compensation programs and arrangements applicable to our officers;

determining the objectives of our executive officer compensation

overseeing the evaluation of our senior executives;

administering our incentive compensation plans and equity-based plans,

including reviewing and granting equity awards to our executive officers;

and reviewing and approving director compensation and

The Compensation Committee can delegate to other members of our Board of Directors, or an officer or officers of the

Company, the authority to review and grant stock-based compensation for employees who are not executive officers.

The Compensation Committee has the responsibilities

and authority designated by NASDAQ rules and the Compensation Committee Charter.

Specifically, the Compensation Committee has the

sole discretion to select and receive advice from a compensation consultant, legal counsel or other adviser and is directly responsible

for oversight of their work.

The Compensation Committee must also determine reasonable compensation to be paid to such advisors

The Compensation Committee met one time

during fiscal 2023 and acted by written consent as required.

Nominating and Corporate Governance

The Nominating and Corporate Governance

Committee (the “NCG Committee”) is appointed by the board to oversee and evaluate the Board’s performance and

the Company’s compliance with corporate governance regulations, guidelines and principles, to identify individuals qualified

to become Board members, to recommend to the Board proposed nominees for board membership, and to recommend to the Board directors

to serve on each standing committee.

The NCG Committee seeks to assemble a Board that possesses the appropriate balance of professional

and industry knowledge, financial expertise and management experience that is necessary to oversee the Company’s business.

The NCG also recognizes the importance of diversity in board composition, including diversity of experience, gender and ethnicity

and seeks to continually strive towards optimal diversity.

The NCG Committee operates under a charter that was adopted by our Board

of Directors.

The NCG Committee did not meet during

fiscal 2023 but acted by written consent as required.

The Company’s compensation objectives

are to offer our executive officers’ compensation and benefits that are competitive and meet our goals of attracting, retaining

and motivating highly skilled, talented management, which is necessary for the Company to achieve its financial and strategic objectives

and create long-term value for our stockholders.

A significant portion of the Company’s

executive compensation opportunity is related to factors that directly and indirectly influence shareholder value, including long-term

stock performance and operational performance.

We believe the levels of compensation we provide should be competitive, reasonable

and appropriate for our business needs and circumstances.

Our Executive Compensation Program

and Philosophy

The intent of the Company’s compensation

program is to attract and retain talent, to create incentives for and to reward excellent performance.

We seek to compensate our

executives in a manner that is competitive, rewards performance that creates shareholder value, recognizes individual contributions,

and encourages long-term value creation.

The Compensation Committee meets at

least once per year to review and evaluate executive compensation and each executive officer’s performance.

The Compensation

Committee utilizes quantitative and qualitative factors, including the accomplishment of initiatives, attitude, and leadership

and applies overall judgment to assess performance, taking into account the financial condition of the Company.

In setting compensation,

the Compensation Committee considers the outcome of the most recent say-on-pay vote, as well as stockholder feedback throughout

the year, when making compensation decisions for our executive officers.

In our most recent say-on-pay vote, conducted at our 2021

annual meeting of stockholders, held on May 25, 2021, our stockholders approved the compensation of our named executive officers

on an advisory basis, with 88% of the votes cast in favor of the fiscal 2021 compensation of our named executive officers.

the Compensation Committee seeks to evaluate, based on the achievement of financial and nonfinancial objectives, the variable compensation,

including special awards, of executive officers of the Company and decide on the base salary and target discretionary bonus for

such persons taking into account relevant benchmark data.

The Compensation Committee believes

that a significant portion of each executive’s compensation opportunity should be tied to variable compensation and value

creation for shareholders.

The Compensation Committee believes this mix provides an appropriate balance between the financial security

required to attract and retain qualified individuals, and the Compensation Committee’s goal of ensuring that executive compensation

rewards performance that benefits shareholders over the long term.

Compensation Risk Oversight

In administering our compensation program,

the Compensation Committee strives to achieve a balance among the elements of compensation to accomplish the objectives of the

The Compensation Committee reviews the Company’s overall compensation program in the context of the risks that may

be presented by the structure of our compensation program and the metrics used to determine compensation under that program.

upon this review, the Compensation Committee believes that our compensation program does not create a reasonable likelihood of

a material adverse effect on the Company.

Compensation Consultants

The Compensation Committee makes recommendations

to the Board for all compensation for executives, including the structure and design of the compensation programs.

The Compensation

Committee is responsible for retaining and terminating compensation consultants and determining the terms and conditions of their

During fiscal 2023, the Compensation Committee did not engage any compensation consultants.

Elements of Executive Compensation

We focus our executive compensation

program on three related but distinct elements:

base salary, cash bonuses and stock-related compensation.

Base salaries take into consideration

a number of factors, including the executive’s job performance, our corporate performance, and compensation practices observed

in the market.

Annual Discretionary Cash Bonuses

The Company has an annual discretionary

cash bonus program.

We provide such bonuses to motivate executive officers to perform on behalf of general corporate goals and

to perform in their areas of responsibility.

The Compensation Committee, or Board of Directors, works with the Chief Executive

Officer to evaluate the Company’s financial performance and overall financial condition to determine if discretionary bonuses

are to be paid.

Equity Compensation

Equity compensation includes stock option

grants within the terms of our 2022 Omnibus Incentive Plan.

Each executive officer is eligible for stock option grants under the

Omnibus Incentive Plans which may vest over a required service period, “Time Based Awards”, or that vest upon achievement

of certain performance criteria, “Performance Awards”.

Generally, our Compensation Committee grants Time Based Awards

at or near the date of hire.

Such grants are intended to link executive compensation with stockholder value over time.

awards are granted as Performance Awards, which are intended to align executive compensation with the company’s short-term

and long-term objectives.

Our compensation committee selects performance goals that reflect the company’s short-term and

longer-term objectives to ensure executives, as well as all employees, are rewarded for the successful and timely accomplishment

of these objectives.

Generally, these performance criteria include milestones in connection with the successful execution, enrollment

and completion of the Company’s clinical trials.

Only our Board of Directors, acting in its sole discretion, or the Compensation

Committee grants options or Performance Awards to our executive officers.

We view stock options as one of the

more important components of our long-term, performance-based compensation philosophy.

We provide options through initial grants

at or near the date of hire and subsequent periodic/annual grants.

Generally, initial option grants vest over a three-year period

and have an exercise price equal to the fair market value of our stock at the time of grant.

Initial grant amounts are based on

ranges that take into consideration an executive’s job responsibilities and competitive market data.

We grant periodic additional stock options

to reflect the individual’s ongoing contributions to the long-term success and growth of the Company, to incentivize individuals

to remain with the Company and to provide a long-term incentive to achieve or exceed our corporate goals.

We do not have a program,

plan or practice to time stock option grants to our executives in coordination with the release of material nonpublic information.

We have not re-priced any of our options and do not intend to re-price or otherwise adjust outstanding options at any time in the

Other Compensation

Other components of compensation include

employee medical benefit plans and 401(k) benefit plan contributions.

Employee Medical Benefit Plans.

Our employee medical and welfare benefit plans include medical, dental, life, disability and accidental death and dismemberment

We have 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.

Compensation Committee Interlocks

and Insider Participation

member of the Compensation Committee has ever been an officer or employee of the Company.

None of the executive officers currently

serves or has served on the Compensation Committee or board of directors of any other entity that has one or more executive officers

serving as a member of the Board of Directors or Compensation Committee of the Company.

Managing Compensation-Related Risks

Although a portion of the compensation

provided to our executive officers and other employees is performance-based, the executive compensation program does not encourage

excessive or unnecessary risk taking.

This is primarily due to the fact that the compensation program is designed to encourage

executive officers and other employees to remain focused on both short-term and long-term strategic goals within the context of

our pay-for-performance compensation philosophy.

Clawback Policy

2023, the Board of Directors adopted an executive officer compensation clawback policy that may be applied in the event of a material

financial restatement.

The clawback policy covers all of the named executive officers and includes all incentive-based compensation.

Specifically, in the event of an accounting restatement, the Company must recover, reasonably promptly, erroneously awarded compensation

in amounts determined pursuant to the policy.

Compensation that may be recoverable under the policy includes cash or equity-based

compensation for which the grant, payment or vesting (or any portion thereof) is or was predicated upon the achievement of specified

financial results that are impacted by the material financial restatement, and the amount of compensation that may be impacted

by the clawback policy is the difference between the amount paid or granted, and the amount that should have been paid or granted,

if calculated on the updated financials.

Recovery under the policy with respect to an executive officer will not require the finding

of any misconduct by such executive officer or such executive officer being found responsible for the accounting error leading

to an accounting restatement.

Compensation Committee Report

The Compensation Committee

has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Annual Report on Form 10-K.

Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation

Discussion and Analysis be included in this Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

The foregoing report has been

furnished by the Compensation Committee.

Claus van der Velden, Committee

Steffen Thomas

Peter Donhauser

Summary Compensation

The particulars of compensation paid

to our named executive officers for the last two completed fiscal years:

and Principal Position

Option Awards

other Compensation

Christopher Missling,

President, Chief Executive

Sandra Boenisch (2)

Principal Financial Officer

Includes employer matching of defined contribution savings plans.

(2) Compensation to Ms.

Boenisch denominated in Canadian Dollars and has been translated to US dollars at an exchange rate of 0.7416

during the year ended September 30, 2023 (2022:

Employment Agreements

Christopher Missling

Missling entered into an

employment agreement dated July 5, 2013, as amended and extended most recently by the third amendment effective April 7, 2022 (the

“CEO Employment Agreement”), whereby we currently pay Dr.

Missling an annual base salary of $700,000.

Missling is eligible to earn an annual cash bonus for each whole or partial calendar year of up to twenty percent of his base

salary, and to participate in our employee benefit plans.

We have agreed to indemnify Dr.

Missling in connection with his provision

of services to us.

Sandra Boenisch

Boenisch entered into an

amended and restated employment agreement dated October 4, 2017, as amended and extended, whereby we currently pay Ms.

an annual base salary of $264,000 Canadian dollars.

Boenisch is eligible for discretionary salary increases.

Grants of Plan Based Awards

The following table sets forth the awards

granted for each named executive officer during the year ended September 30, 2023 under our 2022 Omnibus Incentive Plan:

other option awards

of securities underlying options (#) (1)

or base price of option award ($/sh)

date fair value of option awards ($) (2)

Missling, PhD

March 31, 2023

(1) Represents shares of our common stock underlying options

awarded, each of which vest over time.

(2) Represents the fair value of each equity award on the date of grant, as computed in accordance with FASB ASC 718.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each

named executive officer and director certain information concerning the outstanding equity awards as of September 30, 2023.

Unexercisable

April 2, 2025

Sept 18, 2025

July 18, 2026

Sept 22, 2026

January 6, 2030

December 30, 2030

August 2, 2031

June 14, 2032

June 27, 2032

March 31, 2032

Sandra Boenisch

January 6, 2030

December 30, 2030

August 2, 2031

June 27, 2032

March 31, 2032

Option Exercises and Stock Vested

The following table sets forth for each

named executive officer awards that were exercised during the year ended September 30, 2023:

of shares acquired on exercise (#)

realized on exercise ($)

Sandra Boenisch

Nonqualified Defined Contribution and

Other Nonqualified Deferred Compensation Plans

There was no nonqualified deferred compensation

for our named executive officers in fiscal 2023.

CEO Pay Ratio Disclosure

We are providing the following information

about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO.

the information for fiscal year 2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the

annual total compensation of our median employee was 7.7:1.

Our pay ratio estimate has been calculated in a manner consistent with

Item 402(u) of Regulation S-K using the data and assumptions summarized below.

We identified the median employee by examining

the 2023 annual base salary compensation for all individuals, excluding our CEO.

We excluded independent

contractors retained on an as needed basis, whose compensation is determined by an unaffiliated third party, and who are therefore

are not considered our employees for purposes of the pay ratio calculation.

We included all employees who were

employed by us as of September 30, 2023.

We selected the determination date and measurement period because they are recent

periods for which employee census and compensation information are readily available.

Salaries and wages were annualized for those

employees who were not employed for the full year of fiscal 2023.

We selected annual base salary as our compensation measure because

it is readily available in our existing payroll systems, it is consistently calculated for each employee, and because it is a reasonable

proxy for total compensation for purposes of determining the median employee.

We did not apply any cost-of-living adjustments to

the compensation of employees in jurisdictions other than the jurisdiction in which the CEO resides.

Once we identified our median employee, we

calculated such employee’s annual total compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of

Regulation S-K, resulting in that employee’s annual total compensation of $512,245.

The median employee’s annual total

compensation includes annualized base salary, annualized bonus, annualized 401(k) matching contributions, and the fair value of

awards granted during the fiscal year ended September 30, 2023 under our 2022 Omnibus Incentive Plan.

With respect to the CEO, we used the amount

reported as total compensation in the Summary Compensation Table included in this annual report on Form 10-K.

Any estimates and

assumptions used to calculate total annual compensation are described in footnotes to the Summary Compensation Table.

Compensation of Directors

The table below shows the compensation

of our directors who were not our named executive officers for the fiscal year ended September 30, 2023:

Earned or Paid in Cash

Incentive Plan Compensation ($)

Deferred Compensation Earnings ($)

Other Compensation ($)

Claus van der Velden

Athanasios Skarpelos

Steffen Thomas

Peter Donhauser

(1) Includes stock option awards valued

based on the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718.

The amounts shown in

the table above do not necessarily reflect the actual value that may be realized by the non-employee director upon vesting.

On September 30, 2023, the aggregate number of outstanding vested and unvested stock option awards held by each director was as

Ma possessed options to purchase 160,000 shares, Dr.

van der Velden possessed options to purchase 305,500 shares,

Skarpelos possessed options to purchase 355,500 shares, Dr.

Thomas possessed options to purchase 405,500 shares and Dr.

possessed options to purchase 305,500 shares.

We currently compensate non-employee

directors $25,000 per year, paid quarterly.

We compensate Dr.

Ma an additional $4,000 per quarter for acting as Chair.

We compensate

Claus van der Velden an additional $4,000 per quarter for performing the functions of Chairman of the Audit Committee, Compensation

Committee and Nominating and Corporate Governance Committee.

We regularly grant members of the Board

of Directors awards of options.

Each board member is granted options initially when they join the Board of Directors, which typically

vest over a three-year period.

Additionally, we grant awards on an annual basis.

Annual awards of options typically vest in full

on the first anniversary of grant date.

In 2023, the annual grant was 50,000 options to each director.

In addition, directors are entitled

to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our

Board of Directors.

Our Board of Directors may award further special remuneration to any director undertaking any special services

on our behalf other than services ordinarily required of a director.

Retirement or Similar Benefit Plans

There are no arrangements or plans in

which we provide retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination,

or Change in Control Arrangements

Potential Payments Upon Termination

The Company is a party to employment

contracts with our Chief Executive Officer and Principal Financial Officer that contain provisions for payment of severance upon

termination by either the Company without cause or by the employee for good reason.

General terms of these arrangements are described

Our CEO Employment Agreement with Dr.

Missling contains provisions regarding our obligations upon his termination and upon a Change in Control.

Any capitalized term

not defined herein is used as defined in the CEO Employment Agreement.

Missling’s employment is terminated by us without

Cause, he is entitled to receive payments by us consisting of (i) reimbursement of any unpaid business expenses to which he is

entitled to reimbursement that were incurred prior to the effective date of his termination, (ii) all vested compensation and benefits

to which he is entitled as of the Termination Date, (iii) a severance payment consisting of the three times the sum of (a) his

annual salary in effect at the time of termination and (b) the average of the annual Bonuses payable to him for the last three

completed calendar years prior to the Termination Date, (iv) all outstanding and unvested stock options and all options previously

vested will become and remain exercisable for no less than three years from the Termination Date;

(v) all of his unvested and outstanding

restricted stock, restricted stock units or other equity awards that are unvested and outstanding as of the Termination Date shall

vest and be settled within ten business days after the Termination Date, (vi) life insurance coverage until the end of the term

of the CEO Employment Agreement;

and (vii) continued participation in all medical, dental and hospitalization benefits plans or

programs for Dr.

Missling and his eligible dependents for 36 months or until he receives similar benefits at a new employer, at

his sole cost.

Missling’s employment is terminated by him for Good Reason, he is entitled to receive the same as the

above, however the severance payment will consist of three times his annual salary in effect at the time of termination and two

times the average annual Bonuses payable to him for the last three completed calendar years prior to the Termination Date.

Missling was terminated by the

Company without cause on September 30, 2023, he would have been entitled to a severance payment of $2,444,750.

terminated his employment for Good Reason on September 30, 2023, he would have been entitled to a severance payment of $2,329,800.

Our CFO Employment Agreement with Ms.

Boenisch contains provisions regarding our obligations upon her termination.

Any capitalized term not defined herein is used as

defined in the CFO Employment Agreement.

Under the CFO Employment Agreement, if Ms.

Boenisch is terminated without Cause, the Company

shall pay Ms.

Boenisch severance compensation equal to six months base salary payable by the Company for the six-month period following

the Termination.

In addition, the Company must provide Ms.

Boenisch thirty (30) day notice of her Termination.

If the Company opts

Boenisch cease providing services to the Company prior to the expiration of the thirty (30) day notice-period (the

“Notice Period”), Ms.

Boenisch shall receive the Compensation and Benefits for the full length of the Notice Period

as if such period was not waived.

In addition, any unvested stock options or stock awards vesting in the contract year of Termination

Boenisch as of the Date of Termination shall immediately vest.

Boenisch was terminated by the

Company without cause on September 30, 2023, she would have been entitled to continued salary payments equal to $97,890 in total.

The following table presents accelerated

vesting for certain equity awards outstanding at the time of the executive’s termination for each Named Executive Officer,

if employment were terminated by either the Company without cause or by Dr.

Missling for good reason on September 30, 2023:

Upon Termination

Executive Officer

Stock Options (#)

Option Awards Estimated Benefit ($) (1)

Christopher Missling

Sandra Boenisch

(1) Estimated benefit based on the closing

stock price of $6.55 at September 30, 2023.

Boenisch’s unvested stock

options at September 30, 2023 all contained performance based vesting conditions, therefore such options would not automatically

vest upon Termination.

Potential Payments Upon Change in

If the Company is subject to a Change

in Control, then the CEO Employment Agreement and the CFO Employment Agreement provide that all previously granted but unvested

stock options held by Dr.

Missling and Ms.

Boenisch shall vest.

The following table presents accelerated

vesting for certain equity awards outstanding to the Named Executive Officer, if a change in control had occurred at September

Due to Change in Control

Executive Officer

Stock Options (#)

Option Awards Estimated Benefit ($) (1)

Christopher Missling

Sandra Boenisch

(1) Estimated benefit based on the closing

stock price of $6.55 at September 30, 2023.

For a complete description of these

terms and conditions please refer to the CEO Employment Agreement and CFO Employment Agreement (and their amendments) filed as

exhibits to this Annual Report on Form 10-K.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

information required by this Item will be set forth in the section headed “ Security

Ownership of Certain Beneficial Owners and Management ” in our Proxy

Statement and is incorporated in this report by reference.

regarding our equity compensation plans will be set forth in the section headed “ Executive

Compensation ” in our Proxy Statement and is incorporated in this

report by reference.

The following table sets forth, as of

November 24, 2023, certain information with respect to the beneficial ownership of our common stock by each stockholder known by

us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and our named executive

officers and by our current directors and executive officers as a group.

We have determined the number and percentage of shares

beneficially owned by such person in accordance with Rule 13d-3 under the Securities Exchange Act of 1934.

This information does

not necessarily indicate beneficial ownership for any other purpose.

Name and address of

Amount and nature

Title of class

beneficial owner

beneficial ownership

Directors and Named Executive Officers

Christopher Missling

7,311,644 (2)

(CEO/Director)

Jiong Ma (Director,

Claus van der Velden

Athanasios Skarpelos

1,578,625 (5)

Steffen Thomas

Peter Donhauser

Sandra Boenisch

(Principal Financial

as a group (7

The Vanguard Group

4,144,500 (9)

100 Vanguard Blvd

Malvern, PA 19355

State Street Corporation

5,812,605 (9)

1 Lincoln Street

Boston, MA 02111

BlackRock, Inc.

5,578,159 (10)

55 East 52 nd Street

New York, NY 10055

(1) Percentage

Excludes options

Change in Control

We are unaware of any contract or other arrangement, the

operation of which may at a subsequent date result in a change of control of our Company.

Securities Authorized for Issuance under Equity Compensation

Plans or Individual Compensation Arrangements

The following table summarizes certain information regarding

our equity compensation plan or individual compensation arrangements at September 30, 2023:

Compensation Plan Information

of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average

exercise price of outstanding options, warrants and rights

of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

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.

the terms of the 2022 Plan, 10,000,000 shares of Common Stock were made available for issuance under the 2022 Plan, in addition

to the shares available under the 2019 Omnibus Incentive Plan (the “2019 Plan”) and the 2015 Omnibus Incentive Plan

(the “2015 Plan”).

Any awards outstanding under a previous stock option plan will remain subject to and be paid under

such plan, and any shares subject to outstanding awards under a previous plan that subsequently cease to be subject to such awards

(other than by reason of settlement of the awards in shares) will automatically become available for issuance under the 2022 Plan.

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 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.

The purpose of the 2022 Plan is to retain

the services of valued key employees and consultants of our Company and such other persons, and to encourage such persons to acquire

a greater proprietary interest in our Company, thereby strengthening their incentive to achieve the objectives of the shareholders

of our Company.

The purpose is also to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive

to consultants.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

information required by this Item will be set forth in the section headed “ Transactions

With Related Persons ” in our Proxy Statement and is incorporated

in this report by reference.

Transactions with related persons

There have been no transactions, since

October 1, 2022, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds

the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year end for the

last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest.

Compensation of Named Executive

Officers and Directors

For information regarding compensation

of named executive officers and directors, please see “Item 11.

Executive Compensation.”

Director Independence

Under the NASDAQ Stock Market Rules,

the Board has a responsibility to make an affirmative determination that those members of its Board that serve as independent directors

do not have any relationships with the Company and its businesses that would impair their independence.

The Board has determined

that that Christopher Missling, PhD is not independent, as that term is defined by NASDAQ 5605(a)(2), because Mr.

Missling serves

as our President, Chief Executive Officer, and Secretary.

The Board has determined that that Claus

van der Velden, Athanasios Skarpelos, Steffen Thomas, Peter Donhauser and Jiong Ma are independent, as that term is defined by

NASDAQ 5605(a)(2) and the applicable rules of the Commission.

Board Meetings

During fiscal 2023, each member of the

Board of Directors attended at least 75% of the aggregate of all meetings of the Board of Directors and all meetings of committees

of the Board of Directors on which such director served that were held during the period in which such director served.

ACCOUNTING FEES AND SERVICES

information required by this Item will be set forth in the section headed “ —Ratification

of Selection of Independent Registered Public Accounting Firm ” in

our Proxy Statement and is incorporated in this report by reference.

Fees Paid to Our Independent Registered

Public Accounting Firm

The following table sets forth the aggregate

fees billed or expected to be billed to our Company for professional services rendered by our independent registered public accounting

firm, Grant Thornton, LLP for the fiscal years ended September 30, 2023 and 2022:

Audit Related Fees

All Other Fees

fees billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements

included in quarterly reports, services performed in connection with regular filings with the Commission for the fiscal years ended

September 30, 2023 and 2022 in connection with statutory and regulatory filings or engagements.

Policy on Pre-Approval by Audit Committee

of Services Performed by Independent Registered Public Accounting Firm

Our Audit Committee pre-approves all

services provided by our independent registered public accounting firm.

All of the above services and fees were reviewed and approved

by our Audit Committee.

Our Audit Committee has considered the

nature and amount of fees billed or expected to be billed by Grant Thornton LLP and believes that the provision of services for

activities unrelated to the audit was compatible with maintaining Grant Thornton LLP’s independence.

FINANCIAL STATEMENT SCHEDULES

Articles of Incorporation and Bylaws

Articles of Incorporation, as amended (incorporated by reference to our Annual Report on Form 10-K filed on November 24, 2021)

Articles of Incorporation, as amended (incorporated by reference to our Annual Report on Form 10-K for the year ended September 30, 2021 filed on November 24, 2021)

Bylaws (incorporated by reference to our Current Report on Form 8-K filed on September 28, 2007)

Instruments Defining the Rights of Security Holders

Description of Registrant’s Securities*

Description of Registrant’s Securities (incorporated by reference to our Annual Report on Form 10-K filed on November 28, 2022)

Registration Rights Agreement, dated February 3, 2023, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 7, 2023)

Material Contracts

3 unchanged sentences

Employment Agreement, dated as of July 5, 2013, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 13, 2014)

Amendment to Employment Agreement, dated as of July 5, 2016, by and between the Company and Christopher Missling, PhD

(incorporated by reference to our Current Reporton Form 8-K filed on July 7, 2016)

First Amendment to Employment Agreement, dated as of July 5, 2016, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on July 7, 2016)

Amended and Restated First Amendment to Employment Agreement, dated as of July 18, 2016, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on July 22, 2016)

1 unchanged sentence

Third Amendment to Employment Agreement, dated April 7, 2022 by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on April 8, 2022)

Amended and Restated Employment Agreement by and between the Company and withSandra Boenisch (incorporated by reference to our Annual Report on Form 10-K filed on December 11, 2017)

Amended and Restated Employment Agreement by and between the Company and with Sandra Boenisch (incorporated by reference to our Annual Report on Form 10-K filed on December 11, 2017)

Amendment No.

4 unchanged sentences

and SVB Leerink LLC (incorporated by reference to our Current Report on Form 8-K filed on May 1, 2020)

Purchase Agreement dated February 3, 2023 by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 7, 2023)

Code of Ethics

Code of Ethics Adopted on September 13, 2016 (incorporated by reference to our Annual Report on Form 10-K filed on December 14, 2016)

Code of Ethics Adopted on August 1, 2023

Subsidiaries of the Registrant

Consent of Grant Thornton LLP Independent Registered Public Accounting Firm

Consent of BDO USA LLP Independent Registered Public Accounting Firm

Consent of BDO USA,

Independent Registered Public Accounting Firm

Section 302 Certifications

3 unchanged sentences

Section 906 Certification of Christopher Missling, PhD and Sandra Boenisch

Policy Relating to Recovery of Erroneously Awarded Compensation

Anavex Life Sciences Corp.

Compensation Clawback Policy*

XBRL INSTANCE DOCUMENT

6 unchanged sentences

* Filed herewith.

^ Denotes a management contract or compensatory plan or arrangement.

** The certification attached as Exhibit 32.1 that accompanies

this Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Registrant under

the Securities Act or the Exchange Act, whether made before or after the date of this Form 10-K, irrespective of any general incorporation

language contained in such filing.

^ Denotes a management contract or compensatory plan

or arrangement.

Not Applicable.

1 unchanged sentence

to be signed on its behalf by the undersigned thereunto duly authorized.

November 28, 2022

ANAVEX LIFE SCIENCES CORP.

/s/ Christopher Missling, PhD

Christopher Missling, PhD

Chief Executive Officer (Principal Executive

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

November 28, 2022

Christopher Missling, PhD

LIFE SCIENCES CORP.

Christopher Missling, PhD

Chief Executive Officer (Principal Executive Officer)

November 28, 2022

Sandra Boenisch, CPA, CGA

Principal Financial Officer and Treasurer (Principal

Accounting Officer)

/s/ Athanasios

Missling, PhD

Executive Officer (Principal Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

/s/ Christopher

Missling, PhD

Executive Officer (Principal Executive Officer) and Director

Sandra Boenisch

Boenisch, CPA, CGA

Financial Officer and Treasurer (Principal Accounting Officer)

Jiong Ma, PhD

November 27, 2023

Athanasios Skarpelos

van der Velden, PhD

November 27, 2023

1 unchanged sentence

November 27, 2023

van der Velden, PhD

Steffen Thomas, PhD

Donhauser, D.O.

November 27, 2023

1 unchanged sentence

November 27, 2023

Jiong Ma, PhD

Donhauser, D.O.

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-K

Item 9A. Controls and Procedures