What changed in this filing

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Item 1. Financial Statements

2024-05-09 compared with 2024-02-07 · 260 added, 183 removed, 276 unchanged (62% of the section changed)

FINANCIAL STATEMENTS

Life Sciences Corp.

Anavex Life Sciences Corp.

Condensed Consolidated Interim Financial Statements

March 31, 2024

Life Sciences Corp.

Consolidated Interim Balance Sheets

(in thousands,

except share and per share amounts)

and cash equivalents

and tax receivables

expenses and other current assets

and Stockholders' Equity

liabilities - Note 4

grant income - Note 3

and Contingencies - Note 6

Condensed Consolidated Interim Balance Sheets

(in thousands, except share and per share amounts)

September 30,

Cash and cash equivalents

Incentive and tax receivables

Prepaid expenses and other current assets

Liabilities and Stockholders' Equity

Current Liabilities

Accounts payable

Accrued liabilities - Note 4

Deferred grant income - Note 3

Total Liabilities

Commitments and Contingencies - Note 6

Capital stock

10,000,000 preferred stock, par value $ 0.001 per share

200,000,000 common stock, par value $ 0.001 per share

and outstanding:

Issued and outstanding:

83,616,218 common shares (September 30, 2023 - 82,066,511 )

paid-in capital

Stockholders' Equity

Liabilities and Stockholders' Equity

Additional paid-in capital

Share proceeds receivable

Accumulated deficit

Total Stockholders' Equity

Total Liabilities and Stockholders' Equity

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Life Sciences Corp.

Consolidated Interim Statements of Operations and Comprehensive Loss

(in thousands,

except share and per share amounts)

months ended December 31,

and administrative

and development

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

thousands, except share and per share amounts)

Three months ended March 31,

Six months ended March 31,

Operating expenses

and development incentive income

exchange gain

other income, net

loss before provision for income taxes

tax recovery (expense), current

loss and comprehensive loss

average number of shares outstanding

General and administrative

Research and development

Total operating expenses

Operating loss

Research and development incentive income

Interest income, net

Other financing expense

Foreign exchange gain (loss)

Total other income, net

Net loss before provision for income taxes

Income tax expense, current

Net loss and comprehensive loss

Net Loss per share

Basic and diluted

Weighted average number of shares outstanding

Basic and diluted

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

Life Sciences Corp.

Condensed Consolidated Interim Statements of Changes in Stockholders' Equity

For the three months ended March 31,

2024 and 2023

(in thousands, except share and per share amounts)

October 1, 2023

Additional Paid-in

Share proceeds

Balance, January 1, 2024

$ ( 301,691 )

issued pursuant to exercise of stock options

December 31, 2023

October 1, 2022

Shares issued under 2023 purchase agreement

Purchase shares

Commitment shares

Shares issued pursuant to exercise of stock options

Share based compensation

Balance, March 31, 2024

$ ( 312,237 )

issued pursuant to exercise of stock options

December 31, 2022

Balance, January 1, 2023

$ ( 258,536 )

Shares issued under 2023 Purchase Agreement

Initial commitment shares

Purchase shares

Commitment shares

Shares issued pursuant to exercise of stock options

Share based compensation

Balance, March 31, 2023

$ ( 271,643 )

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Anavex Life Sciences Corp.

Life Sciences Corp.

Condensed Consolidated Interim Statements of Changes in Stockholders' Equity

For the six months ended March 31,

2024 and 2023

(in thousands, except share and per share amounts)

Additional Paid-in

Share proceeds

Balance, October 1, 2023

$ ( 293,069 )

Shares issued under 2023 purchase agreement

Purchase shares

Commitment shares

Shares issued pursuant to exercise of stock options

Share based compensation

Balance, March 31, 2024

$ ( 312,237 )

Balance, October 1, 2022

$ ( 245,564 )

Shares issued under 2023 Purchase Agreement

Initial commitment shares

Purchase shares

Commitment shares

Shares issued pursuant to exercise of stock options

Share based compensation

Balance, March 31, 2023

$ ( 271,643 )

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Life Sciences Corp.

Condensed Consolidated Interim Statements of Cash Flows

(in thousands, except share and per share amounts)

Three months ended December 31,

Six months ended March 31,

Cash Flows used in Operating Activities

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

Non-cash financing related charges

Share-based compensation

7 unchanged sentences

Cash Flows provided by Financing Activities

Issuance of common shares

Proceeds from exercise of stock options

Net cash provided by financing activities

Decrease in cash and cash equivalents during the period

Increase (decrease) in cash and cash equivalents

during the period

Cash and cash equivalents, beginning of period

5 unchanged sentences

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

March 31, 2024

Note 1 Business Description

11 unchanged sentences

Basis of Presentation

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.

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.

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

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 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 six months ended March 31,

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

7 unchanged sentences

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 activities.

Use of Estimates

March 31, 2024

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.

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 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 activities.

The preparation of financial statements in accordance

18 unchanged sentences

been eliminated.

Fair Value Measurements

Value Measurements

The fair value hierarchy under GAAP is based on three

1 unchanged sentence

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;

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

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.

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2024

At March 31, 2024 and September 30, 2023, the Company

did not have any Level 3 assets or liabilities.

Basic and Diluted Loss per Share

and Diluted Loss per Share

Basic income/(loss) per common share is computed by

6 unchanged sentences

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

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

(December 31, 2022:

As of March 31, 2024 loss per share excludes 15,755,114

(March 31, 2023:

15,001,613 ) potentially dilutive common shares related to outstanding options and warrants, as their effect was anti-dilutive.

17 unchanged sentences

Note 3 Other Income

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.

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

As of March 31, 2024, the

Company had received a $ 1 .0 million research grant awarded by the Michael J.

Fox Foundation for Parkinson’s Research.

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

The grant income has been

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

the three and six months ended March 31, 2024, the Company recognized $ 0 and $ 0 , respectively (2023:

$ 0 and $ 25,000 , respectively) of

this grant on its statements of operations as grant income.

At March 31, 2024, an amount of $ 0.9 million (September 30, 2023:

$ 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.

Research and development

incentive income

Research and development

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

1 unchanged sentence

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

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2024

During the three and six

months ended March 31, 2024 the Company recorded research and development incentive income of $ 0.5 million (AUD 0.7 million) and $ 1.1

million (AUD 1.6 million), respectively (2023:

$ 0.7 million (AUD 1.1 million) and $ 1.5 million (AUD 2.2 million), respectively) 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 March 31, 2024, Incentive

and tax receivables includes $ 3.6 million (AUD 5.6 million) (September 30, 2023:

23 unchanged sentences

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

1 unchanged sentence

Schedule of accrued liabilities

September 30,

Accrued clinical site and patient visits costs

11 unchanged sentences

any series or the designation of the series.

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2024

Sales Agreement

5 unchanged sentences

instructions and subject to the terms and conditions of the Sales Agreement, the Sales Agents may sell the Shares by methods deemed to

be an “at the market offering” offering, in negotiated transactions at market prices prevailing at the time of sale or at

prices related to such prevailing market prices, or by any other method permitted by law, including negotiated transactions, subject to

the prior written consent of the Company.

be an “at the market” offering, in negotiated transactions at market prices prevailing at the time of sale or at prices related

to such prevailing market prices, or by any other method permitted by law, including negotiated transactions, subject to the prior written

consent of the Company.

The Company is not obligated to make any sales of Shares under the Sales Agreement.

or Sales Agents may suspend or terminate the offering of Shares upon notice to the other party, subject to certain conditions.

Agents will act as agent on a commercially reasonable efforts basis consistent with their normal trading and sales practices and applicable

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

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

The Company or Sales Agents

may suspend or terminate the offering of Shares upon notice to the other party, subject to certain conditions.

The Sales Agents will act

as agent on a commercially reasonable efforts basis consistent with their normal trading and sales practices and applicable state and

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

The Company has agreed to pay the Sales Agents commissions

2 unchanged sentences

to provide the Sales Agents with customary indemnification and contribution rights.

During the three months ended December 31, 2023 and

During the six months ended March 31, 2024 and 2023,

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.

At March 31, 2024, 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

2023 Purchase Agreement

13 unchanged sentences

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.

During the six months ended March 31, 2024, the

Company issued to Lincoln Park an aggregate of 1,503,707

shares of common stock under the 2023 Purchase Agreement, including 1,500,000

shares of common stock for an aggregate purchase price of $ 7.4

million and 3,707

commitment shares.

During the six months ended March 31, 2023, the Company issued to Lincoln Park an aggregate of 2,159,080

shares of common stock under the 2023 Purchase Agreement, including 2,075,000

shares of common stock for an aggregate purchase price of $ 18.2

million, and 9,080

commitment shares and the 75,000

initial commitment shares.

At March 31, 2024, an amount of $ 114.7 million remained

available under the 2023 Purchase Agreement.

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2024

Note 6 Commitments and Contingencies

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):

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.

the three and six months ended March 31, 2024 and 2023, operating lease costs were as follows (in thousands):

Schedule of operating lease costs

Three months ended March 31,

Six months ended March 31,

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 months ended December 31, 2023

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

follows (in thousands):

During the three and six

months ended March 31, 2024 and 2023, the Company made matching contributions under the 401(k) plan as follows (in thousands):

Schedule of contribution plan

Three months ended March 31,

Six months ended March 31,

Contributions to 401(k) plan

6 unchanged sentences

such pending claims and legal proceedings will have a material adverse effect on its consolidated financial statements.

March 13, 2024, a shareholder class action complaint was filed in the United States District Court for the Southern District of New York.

The complaint is captioned Blum v.

Anavex Life Sciences, Corp.

et al., case number 1:24-cv-01910, and names the Company and Christopher

Missling as Defendants.

The complaint alleges violations of the Securities and Exchange Act of 1934 resulting from disclosures and statements

made about certain clinical trials for ANAVEX ® 2-73.

The Company believes the complaint is without merit.

The Company is

vigorously pursuing its defenses and a potential dismissal of all claims asserted in the lawsuit.

Share Purchase Warrants

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

At March 31, 2024 and September 30, 2023, the Company

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

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2024

Schedule of share purchase warrants outstanding

1 unchanged sentence

April 21, 2026

Stock–based Compensation

Compensation Plan

2015 Stock Option Plan

2 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

26 unchanged sentences

periods as may be determined by the Board, subject to earlier termination in accordance with the terms of the 2022 Plan.

At December 31,

2024, 5,452,500 options had been issued under the 2022 Plan and 5,132,202 options were available for issue under the 2022 Plan.

The following summarizes information about stock option

activity during the year ended September 30, 2023 and six months ended March 31, 2024:

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:

March 31, 2024

Schedule of outstanding stock purchase options

Number of Options

Weighted Average Exercise Price

1 unchanged sentence

Aggregate intrinsic value

Number of Options

Outstanding, September 30, 2022

Outstanding, September 30, 2023

Outstanding, December 31, 2023

Exercisable, December 31, 2023

Outstanding, March 31, 2024

Exercisable, March 31, 2024

The following summarizes information about stock options

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

at March 31, 2024 by a range of exercise prices:

Schedule of summarized information about stock options

Range of exercises prices

Number of outstanding

Weighted average remaining contractual life

Weighted average

Number of vested

contractual life (in

Weighted average

1 unchanged sentence

exercise price

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

December 31, 2023

The weighted average grant date fair value of options

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:

vested at March 31, 2024 was $ 4.07 (September 30, 2023:

At March 31, 2024, the weighted average contractual life of options outstanding

was 6.0 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 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.

that were in-the-money at March 31, 2024.

During the three and six months ended March 31, 2024,

the Company recognized stock-based compensation expense of $ 2.7 million and $ 4.9 million, respectively (2023:

$ 4.0 million and $ 9.3 million,

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 condensed

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

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 March 31,

Six months ended March 31,

General and administrative

1 unchanged sentence

Total stock-based compensation

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2024

An amount of approximately $ 14.5 million in stock-based

1 unchanged sentence

The 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:

granted during the three and six months ended March 31, 2024 and 2023 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

4 unchanged sentences

The fair value of stock compensation charges recognized

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

during the three and six months ended March 31, 2024 and 2023 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