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Item 1. Financial Statements

2024-02-07 compared with 2023-08-08 · 267 added, 299 removed, 192 unchanged (75% of the section changed)

FINANCIAL STATEMENTS

Anavex Life Sciences Corp.

Condensed Interim Consolidated Financial Statements

June 30, 2023

Life Sciences Corp.

Consolidated Balance Sheets

at June 30, 2023 and September 30, 2022

Condensed Consolidated Interim Financial Statements

Life Sciences Corp.

Consolidated Interim Balance Sheets

(in thousands,

except share and per share amounts)

and cash equivalents

$ 154,817,164

$ 149,157,861

and tax receivables

expenses and other current assets

$ 157,809,863

$ 152,704,603

and Stockholders' Equity

7 unchanged sentences

paid-in capital

( 282,922,756 )

( 245,563,783 )

Stockholders' Equity

Liabilities and Stockholders' Equity

$ 157,809,863

$ 152,704,603

Accompanying Notes to Condensed Interim Consolidated Financial Statements

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Life Sciences Corp.

Interim Consolidated Statements of Operations and Comprehensive Loss

the three and nine months ended June 30, 2023 and 2022

months ended June 30,

Consolidated Interim Statements of Operations and Comprehensive Loss

(in thousands,

except share and per share amounts)

months ended December 31,

and administrative

1 unchanged sentence

operating expenses

( 13,530,697 )

( 12,458,720 )

( 43,103,811 )

( 35,701,857 )

income (expenses)

and development incentive income

financing expense

exchange (loss) gain

exchange gain

other income, net

loss before provision for income taxes

( 11,238,976 )

( 12,278,920 )

( 37,288,019 )

( 33,539,318 )

tax expense, current

tax recovery (expense), current

loss and comprehensive loss

$ ( 11,279,976 )

$ ( 12,367,341 )

$ ( 37,358,973 )

$ ( 33,687,519 )

Loss per share

average number of shares outstanding

See Accompanying Notes to Condensed Interim Consolidated

Financial Statements

Life Sciences Corp.

Interim Consolidated Statements of Changes in Stockholders' Equity

the three months ended June 30, 2023 and 2022

April 1, 2023

$ 416,727,598

$ ( 271,642,780 )

$ 145,165,054

issued under 2023 purchase agreement

issued pursuant to exercise of stock options

based compensation

( 11,279,976 )

June 30, 2023

$ 429,595,961

$ ( 282,922,756 )

$ 146,754,596

April 1, 2022

$ 371,437,616

$ ( 403,696 )

$ ( 218,906,042 )

$ 152,205,041

issued under Sales Agreement

share issue costs

issued pursuant to exercise of stock options

based compensation

( 12,367,341 )

June 30, 2022

$ 381,932,039

$ ( 231,273,383 )

$ 150,736,600

See Accompanying Notes to Condensed Interim Consolidated Financial

Life Sciences Corp.

Interim Consolidated Statements of Changes in Stockholders' Equity

the nine months ended June 30, 2023 and 2022

Paid-in Capital

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Anavex Life Sciences Corp.

Condensed Consolidated Interim Statements of Changes

in Stockholders' Equity

For the three months ended December 31, 2023 and

(in thousands, except share and per share amounts)

October 1, 2023

$ ( 293,069 )

$ ( 245,563,783 )

$ 142,491,042

issued under 2023 purchase agreement

Commitment shares

issued pursuant to exercise of stock options

based compensation

( 37,358,973 )

June 30, 2023

$ 429,595,961

$ ( 282,922,756 )

$ 146,754,596

December 31, 2023

October 1, 2022

$ ( 245,564 )

$ ( 197,585,864 )

$ 150,818,104

issued under Sales Agreement

share issue costs

issued upon exercise of stock options

based compensation

( 33,687,519 )

June 30, 2022

$ 381,932,039

$ ( 231,273,383 )

$ 150,736,600

See Accompanying Notes to Condensed Interim Consolidated

Financial Statements

Life Sciences Corp.

Interim Consolidated Statements of Cash Flows

the nine months ended June 30, 2023 and 2022

Flows used in Operating Activities

$ ( 37,358,973 )

$ ( 33,687,519 )

to reconcile net loss to net cash used in operations:

financing related charges

based compensation

in working capital balances related to operations:

and tax receivables

expenses and deposits

( 1,612,889 )

cash used in operating activities

( 21,935,371 )

( 20,193,929 )

Flows provided by Financing Activities

of common shares

from exercise of stock options

cash provided by financing activities

in cash and cash equivalents during the period

and cash equivalents, beginning of period

and cash equivalents, end of period

$ 154,817,164

$ 153,199,352

Cash Flow Information

paid for state and local minimum income taxes

See Accompanying Notes to Condensed Interim Consolidated

Financial Statements

issued pursuant to exercise of stock options

December 31, 2022

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Anavex Life Sciences Corp.

Condensed Consolidated Interim Statements of Cash Flows

(in thousands, except share and per share amounts)

Three months ended December 31,

Cash Flows used in Operating Activities

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

Share based compensation

Changes in working capital balances related to operations:

Incentive and tax receivables

Prepaid expenses and deposits

Accounts payable

Accrued liabilities

Deferred grant income

Net cash used in operating activities

Cash Flows provided by Financing Activities

Proceeds from exercise of stock options

Net cash provided by financing activities

Decrease in cash and cash equivalents during the period

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Supplemental Cash Flow Information

Cash paid for state and local minimum income taxes

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Life Sciences Corp.

to the Condensed Interim Consolidated Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

Note 1 Business Description

11 unchanged sentences

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.

These accompanying unaudited condensed consolidated interim 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.

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.

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.

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.

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

These accompanying unaudited condensed consolidated interim 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, 2023 was derived from the audited annual financial

statements but does not include all disclosures required by U.S.

The accompanying unaudited condensed consolidated interim 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, 2023 filed with the SEC on November 27, 2023.

The Company follows the same

accounting policies in the preparation of interim reports.

Operating results for the three months ended December

31, 2023 are not necessarily indicative of the results that may be expected for the year ending September 30, 2024.

All of the Company’s potential drug compounds

5 unchanged sentences

Life Sciences Corp.

to the Condensed Interim Consolidated Financial Statements

Management believes that the current working capital

position will be sufficient to meet the Company’s working capital requirements beyond the next 12 months after the date that these

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

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

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 consolidated interim

financial statements are issued.

The process of drug development can be costly, and the timing and outcomes of clinical trials are uncertain.

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

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 2023

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

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

4 unchanged sentences

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.

of deferred tax assets, share based compensation, and loss contingencies.

The Company bases its estimates and assumptions on current facts,

12 unchanged sentences

been eliminated.

Life Sciences Corp.

to the Condensed Interim Consolidated Financial Statements

Fair Value Measurements

2 unchanged sentences

are the following:

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

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;

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

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;

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 December 31, 2023 and September 30, 2023, the Company

did not have any Level 3 assets or liabilities.

8 unchanged sentences

net loss per share because their effect would be anti-dilutive.

As of June 30, 2023 loss per share excludes 14,858,863

(June 30, 2022:

As of December 31, 2023 loss per share excludes 14,269,363

(December 31, 2022:

13,525,296 ) potentially dilutive common shares related to outstanding options and warrants, as their effect was anti-dilutive.

1 unchanged sentence

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.

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.

In November 2023, the Financial

Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-07, “Segment Reporting:

Improvements to Reportable

Segment Disclosures.” This guidance requires disclosure of incremental segment information on an annual and interim basis.

amendment is effective for our fiscal year ending September 30, 2025 and our interim periods within the fiscal year ending September 30,

The Company is currently assessing the impact of this guidance on its disclosures.

In December 2023, the FASB

issued ASU No.

2023-09, “Income Taxes:

Improvements to Income Tax Disclosures.” This guidance requires consistent categories

and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction.

This amendment

is effective for our fiscal year ending September 30, 2026.

The Company is currently assessing the impact of this guidance on its disclosures.

Note 3 Other 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

of December 31, 2023, the Company had received a $ 1 .0 million research grant awarded by the Michael J.

Fox Foundation for Parkinson’s

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, $ 0.5 million was received during the year ended September 30, 2023 and $ 0.5 million

was received during the year ended September 30, 2021.

Life Sciences Corp.

to the Condensed Interim Consolidated Financial Statements

The grant income was recorded

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

During the three and 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

Research and development

incentive income

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

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

are incurred.

During the three months ended December 31, 2023, the Company recognized $ 0 (three months ended December 31, 2022:

$ 25,000 ) of this grant on its statements of operations as grant income.

At December 31, 2023, an amount of $ 0.9 million (September

$ 0.9 million) of this grant is recorded as deferred grant income, representing the amount of this grant which has not

yet been recognized to other income.

The Company will recognize this income on its statement of operations as the relating expenditures

are incurred to offset the income.

and development incentive incom e

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.

Company evaluates its eligibility under the tax incentive program as of each balance sheet date based on the most current and relevant

incentive income represents the income earned by Anavex Australia of the Australia R&D credit.

This cash incentive is received by

Anavex Australia, upon filing of a claim in connection with Anavex Australia’s annual income tax return.

During the three months ended

December 31, 2023 the Company recorded research and development incentive income of $ 0.6 million (AUD 0.9 million) (2022:

$ 0.7 million

(AUD 1.1 million)) in respect of the Australia R&D credit for eligible research and development expenses incurred during the period.

This amount is included within Other income on the consolidated statements of operations.

At December 31, 2023, Incentive

and tax receivables includes $ 3.3 million (AUD 4.9 million) (September 30, 2023:

$ 2.5 million (AUD 3.9 million)) relating to Australia

R&D credits earned during the year that are expected to be reimbursed upon filing of the Company’s annual claim under this program.

The Australia R&D credit

program is a self-assess program whereby the Company must assess its eligibility each year to determine (i) if the entity is eligible

(ii) if the specific R&D activities are eligible and (iii) if the individual R&D expenditures have nexus to such R&D activities.

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.

the Company’s tax incentive claims from 2019 to 2022 are open to potential review or audit by the ATO.

Anavex Australia is able to continue to claim the R&D tax incentive for as long as it remains eligible and continues

to incur eligible research and development expenditures.

Although the Company believes

that it has complied with all the relevant conditions of eligibility under the program for all periods claimed, the Australian Tax Office

(ATO) has the right to review the Company’s qualifying programs and related expenditures for a period of four years.

If such a review

were to occur, the ATO may have different interpretations of certain eligibility requirements.

If the ATO disagreed with the Company’s

assessments and any related subsequent appeals, it could require adjustment to and repayment of current or previous years’ claims

already received.

Additionally, if the Company was unable to demonstrate a reasonably arguable position taken on such claims, the ATO

could also assess penalties and interest on such adjustment.

Currently, the Company’s

tax incentive claims from 2019 to 2022 are open to potential review by the ATO.

Additionally, the period open for review is indefinite

if the ATO suspects fraud.

The Company has not provided any allowance for any such potential adjustments, should they occur in the future.

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

Note 4 Accrued Liabilities

The principal components of accrued liabilities consist of:

The principal components of accrued liabilities consist of (in thousands):

Schedule of accrued liabilities

September 30, 2022

Accrued clinical site and patient visits costs

8 unchanged sentences

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.

Life Sciences Corp.

to the Condensed Interim Consolidated Financial Statements

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 or the designation of the series.

Sales Agreement

2 unchanged sentences

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”).

(“Shares”) 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

7 unchanged sentences

state and federal law, rules and regulations and the rules of Nasdaq.

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

The Company has agreed to pay the Sales Agents commissions

2 unchanged sentences

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.

During the three months ended December 31, 2023 and

2022, no shares were sold pursuant to the Offering.

At December 31, 2023, an amount of $ 142.4 million (September 30, 2023:

$ 142.4 million)

was registered pursuant to an effective registration statement.

The Company currently is unable to sell shares of common stock under the

Sales Agreement.

2023 Purchase Agreement

On February 3, 2023, the Company entered into a $150.0

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

0 l) shares of common stock for aggregate proceeds of $ 26,687,017 (2022:

$ 0 ) and 13,348 (2022:

0 ) commitment

As at June 30, 2023, an amount of $ 123,312,983 (September

N/A) remained available under the 2023 Purchase Agreement.

Life Sciences Corp.

to the Condensed Interim Consolidated Financial Statements

million 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 $150.0

million 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 2023 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 .0 million aggregate commitment.

The Company determined the fair value of the initial commitment shares was $ 0.8 million 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 $ 0.1 million in connection with entering into the Purchase Agreement.

These amounts were expensed to other financing expense

on the statements of operations during the year ended September 30, 2023.

During the three months ended December 31, 2023 and

2022, the Company did no t issue any shares of common stock under the 2023 Purchase Agreement.

At December 31, 2023, an amount of $ 122.1 million

remained available under the 2023 Purchase Agreement.

Note 6 Commitments and Contingencies

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.

The Company leases office space under

an operating lease with an initial term of 12 months or less.

Under the terms of the office lease, the Company is required to pay its

proportionate share of operating costs.

During the three months ended December

31, 2023 and 2022, operating lease costs were as follows (in thousands):

Schedule of operating lease costs

Operating lease costs

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

Employee 401(k) Benefit Plan

5 unchanged sentences

The 401(k) plan permits the Company to make additional matching contributions on behalf of contributing employees.

During the three 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.

During the three months ended December 31, 2023

and 2022, the Company made matching contributions under the 401(k) plan as

follows (in thousands):

Schedule of contribution plan

Contributions to 401(k) plan

The Company is subject

6 unchanged sentences

Share Purchase Warrants

At June 30, 2023 and September 30, 2022, the Company

At December 31, 2023 and September 30, 2023, the Company

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

7 unchanged sentences

to directors, officers, employees and consultants of the Company.

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

The maximum number of our common shares reserved for

6 unchanged sentences

issue under the plan was 6,000,000 shares, subject to adjustment in the event of a change of the Company’s capitalization.

Life Sciences Corp.

to the Condensed Interim Consolidated Financial Statements

During the year ended September 30, 2022, 406,453

5 unchanged sentences

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.

Plan, 10,000,000 additional shares of Common Stock will be available for issuance under the plan, in addition to the shares available

under the 2019 Plan and 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

1 unchanged sentence

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.

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

A summary of the status of Company’s outstanding

stock options is presented below:

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.

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.

At December 31,

2023, 3,892,000 options had been issued under the 2022 Plan and 6,643,952 options were available for issue under the 2022 Plan.

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

The following summarizes information about stock option

activity during the year ended September 30, 2023 and three months ended December 31, 2023:

Schedule of outstanding stock purchase options

Weighted Average

Grant Date Fair

Aggregate intrinsic

Exercise Price

Number of Options

Weighted Average Exercise Price

Weighted Average Grant Date Fair Value

Aggregate intrinsic value

Outstanding, September 30, 2022

Outstanding, September 30, 2023

Outstanding, December 31, 2023

Exercisable, December 31, 2023

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

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

Schedule of summarized information about stock options

Range of exercises prices

contractual life

Number of outstanding

Weighted average remaining contractual life

Weighted average

Number of vested

Weighted average

exercise price

1 unchanged sentence

Life Sciences Corp.

to the Condensed Interim Consolidated Financial Statements

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

The weighted average grant date fair value of options

vested during the nine months ended June 30, 2023 was $ 3.77 (2022:

At June 30, 2023, the weighted average contractual life of

options outstanding was 6.09 years (September 30, 2022:

vested at December 31, 2023 was $ 4.00 (September 30, 2023:

At December 31, 2023, the weighted average contractual life of options

outstanding was 5.8 years (September 30, 2023:

6.0 years) and for options exercisable was 4.5 years (September 30, 2023:

1 unchanged sentence

difference between the exercise price of the underlying awards and the quoted market price of the Company’s stock for the options

that were in-the-money at 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

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

During the three months ended December 31, 2023,

the Company recognized stock-based compensation expense of $ 2.3

million (2022:

million) 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 condensed

consolidated interim statement of operations as follows (in thousands):

Schedule of general and administrative expenses and research and development expenses

Three months ended June 30,

Nine months ended June 30,

General and administrative

1 unchanged sentence

Total stock-based compensation

An amount of approximately $ 17,543,748 in stock based

An amount of approximately $ 27.7 million 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

granted during the three months ended December 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

Risk-free interest rate

3 unchanged sentences

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

during the three months ended December 31, 2023 and 2022 was determined with reference to the quoted market price of the Company’s

shares on the grant date.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements