What changed in this filing

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Item 1. Financial Statements

2024-08-06 compared with 2024-05-09 · 149 added, 140 removed, 396 unchanged (42% of the section changed)

2 unchanged sentences

Condensed Consolidated Interim Financial Statements

March 31, 2024

June 30, 2024

Life Sciences Corp.

Condensed Consolidated Interim Balance Sheets

(in thousands, except share and per share amounts)

Consolidated Interim Balance Sheets

thousands, except share and per share amounts)

September 30,

20 unchanged sentences

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Life Sciences Corp.

Anavex Life Sciences Corp.

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,

(in thousands, except share and per share amounts)

Three months ended June 30,

Nine months ended June 30,

Operating expenses

3 unchanged sentences

Operating loss

Other income (expense)

Research and development incentive income

2 unchanged sentences

Foreign exchange gain (loss)

Gain on settlement of accounts payable

Total other income, net

Net loss before provision for income taxes

Income tax expense, current

Income tax recovery (expense), current

Net loss and comprehensive loss

5 unchanged sentences

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)

Consolidated Interim Statements of Changes in Stockholders' Equity

the three months ended June 30, 2024 and 2023

thousands, except share and per share amounts)

Additional Paid-in

Share proceeds

Balance, January 1, 2024

Balance, April 1, 2024

$ ( 312,237 )

4 unchanged sentences

Share based compensation

Balance, March 31, 2024

Balance, June 30, 2024

$ ( 324,451 )

Balance, January 1, 2023

Balance, April 1, 2023

$ ( 271,643 )

Shares issued under 2023 Purchase Agreement

Initial commitment shares

Purchase shares

2 unchanged sentences

Share based compensation

Balance, March 31, 2023

Balance, June 30, 2023

$ ( 282,923 )

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Life Sciences Corp.

Anavex Life Sciences Corp.

Condensed Consolidated Interim Statements of Changes in Stockholders' Equity

For the six months ended March 31,

2024 and 2023

For the nine months ended June 30, 2024 and 2023

(in thousands, except share and per share amounts)

8 unchanged sentences

Share based compensation

Balance, March 31, 2024

Balance, June 30, 2024

$ ( 324,451 )

7 unchanged sentences

Share based compensation

Balance, March 31, 2023

Balance, June 30, 2023

$ ( 282,923 )

Accompanying Notes to Condensed Consolidated Interim Financial Statements

Life Sciences Corp.

Anavex Life Sciences Corp.

Condensed Consolidated Interim Statements of Cash Flows

(in thousands, except share and per share amounts)

Six months ended March 31,

Nine months ended June 30,

Cash Flows used in Operating Activities

1 unchanged sentence

Non-cash financing related charges

Gain on settlement of accounts payable

Share-based compensation

10 unchanged sentences

Net cash provided by financing activities

Increase (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

4 unchanged sentences

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2024

to the Condensed Consolidated Interim Financial Statements

Note 1 Business Description

29 unchanged sentences

The Company follows the same accounting policies in the preparation of interim reports.

Operating results for the six months ended March 31,

Operating results for the nine months ended June 30,

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

5 unchanged sentences

flows from operations for the foreseeable future and cannot predict when, if ever, our business might become profitable.

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2024

Management believes that the current working capital

10 unchanged sentences

on the timing of future clinical trials.

Life Sciences Corp.

to the Condensed Consolidated Interim Financial Statements

Other than our rights related to the 2023 Purchase

3 unchanged sentences

a timely basis, if and when it is needed, it will be forced to delay or scale down some or all of its research and development activities.

Use of Estimates

The preparation of financial statements in accordance

29 unchanged sentences

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

At June 30, 2024 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 March 31, 2024 loss per share excludes 15,755,114

(March 31, 2023:

As of June 30, 2024 loss per share excludes 15,190,254

(June 30, 2023:

14,858,863 ) potentially dilutive common shares related to outstanding options and warrants, as their effect was anti-dilutive.

Life Sciences Corp.

to the Condensed Consolidated Interim Financial Statements

Recently Adopted Accounting

16 unchanged sentences

Note 3 Other Income

As of March 31, 2024, the

As of June 30, 2024, the

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

4 unchanged sentences

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:

the three and nine months ended June 30, 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:

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

$ 0.9 million)

7 unchanged sentences

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

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.

During the three and nine

months ended June 30, 2024 the Company recorded research and development incentive income of $ 0.5 million (AUD 0.8 million) and $ 1.6 million

(AUD 2.4 million), respectively (2023:

$ 0.6 million (AUD 0.9 million) and $ 2 .0 million (AUD 3.1 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

At June 30, 2024, Incentive

and tax receivables includes $ 1.5 million (AUD 2.3 million) (September 30, 2023:

8 unchanged sentences

to incur eligible research and development expenditures.

Life Sciences Corp.

to the Condensed Consolidated Interim Financial Statements

Although the Company believes

15 unchanged sentences

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

Schedule of accrued liabilities

Schedule of principal components of accrued liabilities

September 30,

12 unchanged sentences

any series or the designation of the series.

Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

March 31, 2024

2020 Sales Agreement

1 unchanged sentence

Sales Agreement on July 6, 2018, which was amended and restated on May 1, 2020 (the “2020 Sales Agreement”) with Cantor Fitzgerald &

and SVB Leerink LLC (together the “Sales Agents”), pursuant to which the Company may offer and sell shares of common stock

(“Shares”) registered under an effective registration statement from time to time through the Sales Agents (the “Offering”).

and SVB Leerink LLC (together the “Sales Agents”), pursuant to which the Company could offer and sell shares of common

stock (“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

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, in negotiated transactions at market prices prevailing at the time of sale or at prices related

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

consent of the Company.

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

The Company or Sales Agents

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

The Sales Agents will act

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

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

The Company has agreed to pay the Sales Agents commissions

instructions and subject to the terms and conditions of the 2020 Sales Agreement, the Sales Agents could sell the Shares by methods deemed

to 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 was not obligated to make any sales of Shares under the 2020 Sales Agreement.

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

Agents would act as agents 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.

to the Condensed Consolidated Interim Financial Statements

The Company agreed to pay the Sales Agents commissions

for their services of up to 3.0 % of the gross proceeds from the sale of the Shares pursuant to the 2020 Sales Agreement.

The Company also agreed

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

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

no shares were sold pursuant to the Offering.

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

The Company also

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

During the nine months ended June 30, 2024

and 2023, no shares were sold pursuant to the Offering.

At June 30, 2024, an amount of $ 142.4 million (September 30, 2023:

$ 142.4 million)

was registered pursuant to an effective registration statement.

The Company terminated the 2020 Sales Agreement on July 24, 2024.

2023 Purchase Agreement

13 unchanged sentences

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

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

During the nine months ended June 30, 2024, the Company

issued to Lincoln Park an aggregate of 2,455,646 shares of common stock under the 2023 Purchase Agreement, including 2,450,000 shares

of common stock for an aggregate purchase price of $ 11,283,200 and 5,646 commitment shares.

During the nine months ended June 30, 2023,

the Company issued to Lincoln Park an aggregate of 3,138,348 shares of common stock under the 2023 Purchase Agreement, including 3,125,000

shares of common stock for an aggregate purchase price of $ 26,687,017 , 13,348 commitment shares and the 75,000 initial commitment shares.

At June 30, 2024, an amount of $ 110.8 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

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):

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

and nine months ended June 30, 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,

Three months ended June 30,

Nine months ended June 30,

Operating lease costs

6 unchanged sentences

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

During the three and six

months ended March 31, 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,

During the three and nine months ended June 30, 2024

and 2023, the Company made matching contributions under the 401(k) plan as follows (in thousands):

Schedule of contributions

Three months ended June 30,

Nine months ended June 30,

Contributions to 401(k) plan

13 unchanged sentences

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.

On July 12, 2024, the lead plaintiff filed an amended complaint.

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.

On May 8, 2024,

another purported shareholder of the Company filed a similar lawsuit against the same defendants that raised similar allegations and in

addition, raised allegations related to disclosures and statements made about the AVATAR trial.

The shareholder sought to consolidate

the cases and be appointed lead plaintiff of the consolidated action.

The court denied the consolidation motion and lead plaintiff motion

on June 13, 2024.

The Company plans to vigorously defend the lawsuit.

On May 13, 2024,

a purported shareholder filed a derivative lawsuit on behalf of the Company against the board of directors.

The complaint asserts various

common law claims (including breach of fiduciary duty) and violation of Section 14(a) regarding the same allegations at issue in the two

purported class action lawsuits related to disclosures and statements made about certain clinical trials.

The Company is named as a Nominal

The defendants plan to vigorously defend the lawsuit.

Share Purchase Warrants

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

A summary of the status of the Company’s outstanding

share purchase warrants is presented below:

Schedule of warrants

Number of Warrants

Weighted Average Exercise Price

Balance, September 30, 2022

Balance, September 30, 2022 and 2023

Balance, June 30, 2024

At June 30, 2024, the Company had share purchase warrants

outstanding as follows:

Schedule of share purchase warrants

Exercise Price

April 21, 2026

Compensation Plan

Stock–based Compensation

2015 Stock Option Plan

4 unchanged sentences

issue under the plan was 6,050,553 shares, subject to adjustment in the event of a change of the Company’s capitalization.

Life Sciences Corp.

to the Condensed Consolidated Interim Financial Statements

2019 Stock Option Plan

24 unchanged sentences

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

At June 30, 2024,

5,300,000 options had been issued under the 2022 Plan and 5,319,702 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

March 31, 2024

Schedule of outstanding stock purchase options

activity during the year ended September 30, 2023 and nine months ended June 30, 2024:

Schedule of stock option

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, March 31, 2024

Exercisable, March 31, 2024

Outstanding, June 30, 2024

Exercisable, June 30, 2024

Life Sciences Corp.

to the Condensed Consolidated Interim Financial Statements

The following summarizes information about stock options

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

Schedule of summarized information about stock options

at June 30, 2024 by a range of exercise prices:

Schedule of stock options exercise prices

Range of exercises prices

Weighted average

contractual life (in

Weighted average

exercise price

Weighted average remaining

outstanding options

contractual life (in years)

average exercise price

vested options

average exercise price

The weighted average grant date fair value of options

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

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

vested at June 30, 2024 was $ 4.34 (September 30, 2023:

At June 30, 2024, the weighted average contractual life of options outstanding

was 5.7 years (September 30, 2023:

2 unchanged sentences

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

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

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

that were in-the-money at June 30, 2024.

During the three and nine months ended June 30, 2024,

the Company recognized stock-based compensation expense of $ 2.5 million and $ 7.4 million, respectively (2023:

4 unchanged sentences

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,

Schedule of stock-based compensation

Three months ended June 30,

Nine months ended June 30,

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 $ 10.6 million in stock-based

1 unchanged sentence

The fair value of each option award

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

granted during the three and nine months ended June 30, 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

Schedule of weighted average assumptions

Risk-free interest rate

3 unchanged sentences

The fair value of stock compensation charges recognized

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

during the three and nine months ended June 30, 2024 and 2023 was determined with reference to the quoted market price of the Company’s

shares on the grant date.

Note 7 Subsequent Events

On July 24, 2024, the Company terminated the 2020 Sales Agreement.

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