ANAVEX LIFE SCIENCES CORP. 10-Q

ITEM 1. FINANCIAL STATEMENTS ANAVEX LIFE SCIENCES CORP. CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS June 30, 2025 (Unaudited) 4 Anavex Life Sciences Corp. Condensed Consolidated Interim Balance Sheets (in thousands, except share and per share amounts) June 30, September 30, 2025 2024 (Unaudited) Assets Current Cash and cash equivalents $ 101,164 $ 132,187 Incentive and tax receivables 820 2,449 Prepaid expenses and other current assets 448 931 Total Assets $ 102,432 $ 135,567 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable $ 6,740 $ 9,627 Accrued liabilities - Note 3 3,929 4,835 Deferred grant income - Note 4 805 842 Total Liabilities $ 11,474 $ 15,304 Commitments and Contingencies - Note 6 Capital stock Authorized: 10,000,000 preferred stock, par value $ 0.001 per share - - 200,000,000 common stock, par value $ 0.001 per share Issued and outstanding: 85,411,692 common shares (September 30, 2024 - 84,795,517 ) 85 85 Additional paid-in capital 463,494 456,249 Accumulated deficit ( 372,621 ) ( 336,071 ) Total Stockholders’ Equity $ 90,958 $ 120,263 Total Liabilities and Stockholders’ Equity $ 102,432 $ 135,567 See Accompanying Notes to Condensed Consolidated Interim Financial Statements 5 Anavex Life Sciences Corp. Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (in thousands, except share and per share amounts) (Unaudited) Three months ended June 30, Nine months ended June 30, 2025 2024 2025 2024 Operating expenses General and administrative $ 4,500 $ 2,792 $ 10,266 $ 8,382 Research and development 9,959 11,811 30,298 30,224 Total operating expenses 14,459 14,603 40,564 38,606 Operating loss ( 14,459 ) ( 14,603 ) ( 40,564 ) ( 38,606 ) Other income (expense) Grant income 25 — 37 — Research and development incentive income 127 526 635 1,591 Interest income, net 1,075 1,796 3,679 5,561 Foreign exchange gain (loss) ( 11 ) 67 ( 337 ) 72 Total other income, net 1,216 2,389 4,014 7,224 Net loss and comprehensive loss $ ( 13,243 ) $ ( 12,214 ) $ ( 36,550 ) $ ( 31,382 ) Net Loss per share Basic and diluted $ ( 0.16 ) $ ( 0.14 ) $ ( 0.43 ) $ ( 0.38 ) Weighted average number of shares outstanding Basic and diluted 85,380,587 84,535,328 85,085,795 83,022,330 See Accompanying Notes to Condensed Consolidated Interim Financial Statements 6 Anavex Life Sciences Corp. Condensed Consolidated Interim Statements of Cash Flows (in thousands, except share and per share amounts) (Unaudited) Nine months ended June 30, 2025 2024 Cash Flows used in Operating Activities Net loss $ ( 36,550 ) $ ( 31,382 ) Adjustments to reconcile net loss to net cash used in operations: Gain on settlement of accounts payable — ( 59 ) Share based compensation 7,828 7,425 Changes in working capital balances related to operations: Incentive and tax receivables 1,629 989 Prepaid expenses and deposits 483 ( 406 ) Accounts payable ( 2,887 ) ( 760 ) Accrued liabilities ( 906 ) 39 Deferred grant income ( 37 ) — Net cash used in operating activities ( 30,440 ) ( 24,154 ) Cash Flows provided by Financing Activities Issuance of common shares — 11,284 Payment for taxes related to cashless exercise of options ( 2,262 ) — Proceeds from exercise of stock options 1,679 602 Net cash (used in) provided by financing activities ( 583 ) 11,886 Decrease in cash and cash equivalents during the period ( 31,023 ) ( 12,268 ) Cash and cash equivalents, beginning of period 132,187 151,024 Cash and cash equivalents, end of period $ 101,164 $ 138,756 Supplemental Cash Flow Information Cash paid for state and local franchise taxes $ 109 $ 220 Common stock issued upon cashless exercise of stock option $ 548 $ — See Accompanying Notes to Condensed Consolidated Interim Financial Statements 7 Anavex Life Sciences Corp. Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity For the three months ended June 30, 2025 and 2024 (in thousands, except share and per share amounts) (Unaudited) Common Stock Additional Paid-in Share Proceeds Accumulated Shares Par Value Capital Receivable Deficit Total Balance, April 1, 2025 85,333,652 $ 85 $ 459,051 $ — $ ( 359,378 ) $ 99,758 Shares issued pursuant to exercise of stock options 39,389 — 119 — — 119 Shares issued pursuant to cashless exercise of stock option 50,000 1 88 — — 89 Shares withheld related to cashless exercise of stock option ( 11,349 ) ( 1 ) ( 88 ) — — ( 89 ) Share based compensation — — 4,324 — — 4,324 Net loss — — — — ( 13,243 ) ( 13,243 ) Balance, June 30, 2025 85,411,692 $ 85 $ 463,494 $ — $ ( 372,621 ) $ 90,958 Balance, April 1, 2024 83,616,218 $ 84 $ 447,345 $ ( 234 ) $ ( 312,237 ) $ 134,958 Shares issued under 2023 purchase agreement Purchase shares 950,000 1 3,870 234 — 4,105 Commitment shares 1,939 — — — — — Shares issued pursuant to exercise of stock options 227,360 — 533 ( 89 ) — 444 Share based compensation — — 2,488 — — 2,488 Net loss — — — — ( 12,214 ) ( 12,214 ) Balance, June 30, 2024 84,795,517 $ 85 $ 454,236 $ ( 89 ) $ ( 324,451 ) $ 129,781 See Accompanying Notes to Condensed Consolidated Interim Financial Statements 8 Anavex Life Sciences Corp. Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity For the nine months ended June 30, 2025 and 2024 (in thousands, except share and per share amounts) (Unaudited) Common Stock Additional Paid-in Share Proceeds Accumulated Shares Par Value Capital Receivable Deficit Total Balance, October 1, 2024 84,795,517 $ 85 $ 456,249 $ — $ ( 336,071 ) $ 120,263 Shares issued pursuant to exercise of stock options 360,021 — 1,679 — — 1,679 Shares issued pursuant to cashless exercise of stock options 550,000 1 547 — — 548 Shares withheld related to cashless exercise of stock options and taxes ( 293,846 ) ( 1 ) ( 2,809 ) — — ( 2,810 ) Share based compensation — — 7,828 — — 7,828 Net loss — — — — ( 36,550 ) ( 36,550 ) Balance, June 30, 2025 85,411,692 $ 85 $ 463,494 $ — $ ( 372,621 ) $ 90,958 Balance, October 1, 2023 82,066,511 $ 82 $ 434,839 $ — $ ( 293,069 ) $ 141,852 Shares issued under 2023 Purchase Agreement Purchase shares 2,450,000 3 11,281 — — 11,284 Commitment shares 5,646 — — — — — Shares issued pursuant to exercise of stock options 273,360 — 691 ( 89 ) — 602 Share based compensation — — 7,425 — — 7,425 Net loss — — — — ( 31,382 ) ( 31,382 ) Balance, June 30, 2024 84,795,517 $ 85 $ 454,236 $ ( 89 ) $ ( 324,451 ) $ 129,781 See Accompanying Notes to Condensed Consolidated Interim Financial Statements 9 Anavex Life Sciences Corp. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 – Page 1 (Unaudited) Note 1 Business Description Business Anavex Life Sciences Corp. (“Anavex” or the “Company”) is a clinical stage biopharmaceutical company engaged in the development of differentiated therapeutics by applying precision medicine to central nervous system (“CNS”) diseases with high unmet need. Anavex analyzes genomic data from clinical trials to identify biomarkers, which are used in the analysis of its clinical trials for the treatment of neurodegenerative and neurodevelopmental diseases. The Company’s focus is on developing innovative treatments for Alzheimer’s disease, Parkinson’s disease, schizophrenia, neurodevelopmental, neurodegenerative, and rare diseases, including Rett syndrome, and other central nervous system (CNS) disorders. Note 2 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. GAAP”) for interim reporting. Accordingly, certain information and note disclosures normally included in the annual financial statements in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the disclosures are adequate to make the information presented not misleading. These accompanying unaudited condensed 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, 2024 was derived from the audited annual financial statements but does not include all disclosures required by U.S. GAAP. 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, 2024 filed with the SEC on December 23, 2024. The Company follows the same accounting policies in the preparation of interim reports. Operating results for the nine months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending September 30, 2025. Certain immaterial amounts from prior periods have been reclassified to conform to the current year’s presentation. Liquidity All of the Company’s potential drug compounds are in the clinical development stage and the Company cannot be certain that its research and development efforts will be successful or, if successful, that its potential drug compounds will ever be approved for sales to pharmaceutical companies or generate commercial revenues. To date, we have not generated any revenue from our operations. The Company expects the business to continue to experience negative cash flows from operations for the foreseeable future and cannot predict when, if ever, our business might become profitable. 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. 10 Anavex Life Sciences Corp. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 – Page 2 (Unaudited) Other than our rights related to the Sales Agreement (as defined below in Note 7) and 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. The Company will need to file a prospectus supplement in order to access funds under the 2023 Purchase Agreement. If the Company is not able to obtain the additional financing on a timely basis, if and when it is needed, it will be forced to delay or scale down some or all of its research and development activities. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to accounting for research and development costs, incentive and tax receivables, valuation and recoverability of deferred tax assets, share based compensation, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Principles of Consolidation These unaudited condensed consolidated interim financial statements include the accounts of Anavex Life Sciences Corp. and its wholly-owned subsidiaries, Anavex Australia Pty Limited (“Anavex Australia”), a company incorporated under the laws of Australia, Anavex Germany GmbH, a company incorporated under the laws of Germany, and Anavex Canada Ltd., a company incorporated under the laws of the Province of Ontario, Canada. All inter-company transactions and balances have been eliminated. Fair Value Measurements The fair value hierarchy under GAAP is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 - assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities. At June 30, 2025 and September 30, 2024, the Company did not have any Level 2 or Level 3 assets or liabilities. 11 Anavex Life Sciences Corp. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 – Page 3 (Unaudited) Basic and Diluted Loss per Share Basic income/(loss) per common share is computed by dividing net income/(loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income/(loss) per common share is computed by dividing net income/(loss) available to common stockholders by the sum of (1) the weighted-average number of common shares outstanding during the period, (2) the dilutive effect of the assumed exercise of options and warrants using the treasury stock method and (3) the dilutive effect of other potentially dilutive securities. For purposes of the diluted net loss per share calculation, options and warrants are potentially dilutive securities and are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive. As of June 30, 2025 loss per share excludes 15,463,566 (June 30, 2024: 15,190,254 ) potentially dilutive common shares related to outstanding options and warrants, as their effect was anti-dilutive. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (FASB) issued 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. This amendment is effective for our fiscal year ending September 30, 2025 and our interim periods within the fiscal year ending September 30, 2026. 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 Accrued Liabilities The principal components of accrued liabilities consist of (in thousands): Schedule of principal components of accrued liabilities June 30, September 30, 2025 2024 Accrued investigator payments $ 149 $ 860 Accrued compensation and benefits 1,188 1,527 Milestone-based contract accruals 547 557 All other accrued liabilities 2,045 1,891 Total accrued liabilities $ 3,929 $ 4,835 Note 4 Other Income Grant income As of June 30, 2025, the Company had received a $ 1.0 million 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 (blarcamesine) 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. 12 Anavex Life Sciences Corp. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 – Page 4 (Unaudited) The 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 and nine months ended June 30, 2025, the Company recognized $ 24,956 and $ 37,231 , respectively (three and nine months ended June 30, 2024: $ 0 ) of this grant on its statements of operations within grant income. At June 30, 2025 an amount of $ 0.8 million (September 30, 2024: $ 0.8 million) 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 statements of operations as the related expenditures are incurred to offset the income. Research and development incentive income Research and development incentive income represents the income earned by Anavex Australia of the 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 and nine months ended June 30, 2025, the Company recorded research and development incentive income of $ 0.1 million (AUD 0.2 million) and $ 0.6 million (AUD 1.0 million), respectively (June 30, 2024: $ 0.5 million (AUD 0.8 million) and $ 1.6 million (AUD 2.4 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 (expense) on the condensed consolidated interim statements of operations and comprehensive loss. At June 30, 2025, Incentive and tax receivables includes $ 0.6 million (AUD 1.0 million) (September 30, 2024: $ 2.3 million (AUD 3.3 million)) relating to Australia R&D credits earned during the period 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-assessment program whereby the Company must assess its eligibility each year to determine (i) if the entity is eligible (ii) if 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. 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 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 any such adjustments. Currently, the Company’s tax incentive claims from 2020 to 2024 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. Note 5 Equity Offerings Common Stock Common shares are voting and are entitled to dividends as declared at the discretion of the Board of Directors. 13 Anavex Life Sciences Corp. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 – Page 5 (Unaudited) Preferred Stock The Company’s Board of Directors (the “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. 2023 Purchase Agreement On February 3, 2023, the Company entered into a $150.0 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 nine months ended June 30, 2025, the Company did not issue any shares of common stock under the 2023 Purchase Agreement (June 30, 2024: an aggregate of 2,455,646 shares of common stock including 2,450,000 shares for an aggregate purchase price of $ 11.3 million and 5,646 commitment shares). At June 30, 2025, there was an unused amount of $ 110.8 million under the 2023 Purchase Agreement. The Company will need to file a prospectus supplement in order to access funds under the 2023 Purchase Agreement. 2020 Sales Agreement The Company entered into a Controlled Equity Offering Sales Agreement on July 6, 2018, which was amended and restated on May 1, 2020 (the “2020 Sales Agreement”) with Cantor Fitzgerald & Co. and SVB Leerink LLC (together the “Sales Agents”), pursuant to which the Company could offer and sell shares of common stock registered under an effective registration statement from time to time through the Sales Agents (the “Offering”). During the nine months ended June 30, 2024, no shares were sold pursuant to the Offering. On July 24, 2024, the Company terminated the 2020 Sales Agreement. Stock Options During the nine months ended June 30, 2025, the Company issued 217,503 shares of common stock to the Company’s Chief Executive Officer upon a net exercise of an option to purchase 500,000 shares of common stock at an exercise price of $ 0.92 per share. In connection with the exercise, the Company withheld 47,745 shares of common stock as consideration of the exercise price of $ 0.46 million and 234,752 shares of common stock as consideration for the payment of $ 2.3 million in connection with tax withholding obligations associated with the exercise. The number of shares withheld were based upon a market price of $ 9.63 per share as determined by reference to the average high and low sales price reported on the Nasdaq stock exchange on the date of exercise. 14 Anavex Life Sciences Corp. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 – Page 6 (Unaudited) During the three and nine months ended June 30, 2025, the Company issued 38,651 shares of common stock to a director of the Company upon a net exercise of an option to purchase 50,000 shares of common stock at an exercise price of $ 1.76 per share. The Company withheld 11,349 shares of common stock as consideration of the exercise price of $ 88,000 . The number of shares withheld were based upon a market price of $ 7.75 per share as determined by reference to the average high and low sales price reported on the Nasdaq stock exchange on the date of exercise Note 6 Commitments and Contingencies Lease 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. The operating lease costs were as follows (in thousands): Schedule of operating lease costs Three months ended June 30, Nine months ended June 30, 2025 2024 2025 2024 Operating lease costs $ 33 $ 31 $ 99 $ 92 Employee 401(k) Benefit Plan The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan covers all United States based employees. United States based employees eligible to participate in the plan may contribute up to the current statutory limits under the Internal Revenue Service regulations. The 401(k) plan permits the Company to make additional matching contributions on behalf of contributing employees. The Company made matching contributions under the 401(k) plan as follows (in thousands): Schedule of contributions under the plan Three months ended June 30, Nine months ended June 30, 2025 2024 2025 2024 Contributions to 401(k) plan $ 98 $ 56 $ 213 $ 223 Litigation The Company is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Company’s consolidated financial statements. The Company does not believe that any of such pending claims and legal proceedings will have a material adverse effect on its consolidated financial statements. On March 13, 2024, a shareholder class action complaint was filed in the United States District Court for the Southern District of New York and it named the Company and an officer of the Company as Defendants. The complaint was amended on July 12, 2024 (the “Initial Action”). The complaint alleged violations of the Securities and Exchange Act of 1934 associated with disclosures and statements made with respect to certain clinical trials for ANAVEX ® 2-73 related to Rett syndrome. This lawsuit was dismissed by the United States District Court for the Southern District of New York on June 18, 2025. The plaintiff filed a notice of appeal on July 17, 2025. A briefing schedule has not yet been entered. No amount has been recorded in these condensed consolidated interim financial statements for any loss contingencies associated with this lawsuit as the Company believes that it is not probable that any loss will occur. 15 Anavex Life Sciences Corp. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 – Page 7 (Unaudited) On May 8, 2024, a similar complaint was filed in the same court by Kenneth Downing, a purported shareholder of the Company, against the same defendants. The Company believed that this lawsuit was without merit and filed a motion to dismiss the complaint. Plaintiff Downing voluntarily dismissed this complaint subsequent to the filing of the motion to dismiss. On or about May 13, 2024, a derivative lawsuit was filed against the Company (as nominal defendant), an officer of the Company, and members of the Company’s Board of Directors in the U.S. District Court for the District of Nevada by another purported shareholder. The complaint asserts various common law claims (including breach of fiduciary duty) and violation of Section 14(a)of the Securities Exchange Act regarding the same or similar allegations at issue in the purported class action lawsuit related to disclosures and statements made about certain clinical trials related to Rett Syndrome. On January 22, 2025, pursuant to a stipulation of the parties, the Court entered an order staying this purported derivative lawsuit until the motion to dismiss filed by defendants in the Initial Action is decided by the U.S. District Court for the Southern District of New York. No amount has been recorded in these condensed consolidated interim financial statements for any loss contingencies associated with this lawsuit as the Company believes that it is not probable that any loss will occur. On February 14, 2025, another derivative lawsuit asserting state law breach of fiduciary duty and unjust enrichment claims based upon similar allegations was filed against the Company (as nominal defendant), an officer of the Company, and members of the Company’s Board of Directors in the Supreme Court for the State of New York, County of New York, by another purported shareholder. The parties to that action also have agreed to a stipulation that would stay the proceeding until the Court rules on the motion to dismiss in the putative class action lawsuit pending in the U.S. District Court for the Southern District of New York. The New York state court has not yet entered an order pursuant to the stipulation of the parties. No amount has been recorded in these condensed consolidated interim financial statements for any loss contingencies associated with this lawsuit as the Company believes that it is not probable that any loss will occur. We know of no other material pending legal or governmental proceedings, other than ordinary routine litigation incidental to our business, to which our Company or our subsidiaries are a party or of which any of their property is subject. There are no other proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder holding more than 5% of our shares, or any associate of such persons, is an adverse party or has a material interest adverse to our or our subsidiaries’ interest. Share Purchase Warrants At June 30, 2025 and September 30, 2024, the Company had 10,000 share purchase warrants outstanding exercisable at $ 12.00 per share until April 21, 2026 . Share–based Compensation Plan 2015 Stock Option Plan On September 18, 2015, the Company’s Board approved a 2015 Omnibus Incentive Plan (the “2015 Plan”), which provided for the grant of stock options and restricted stock awards to directors, officers, employees and consultants of the Company. The maximum number of our common shares reserved for issue under the 2015 Plan was 6,050,553 shares, subject to adjustment in the event of a change of the Company’s capitalization. 16 Anavex Life Sciences Corp. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 – Page 8 (Unaudited) 2019 Stock Option Plan On January 15, 2019, the Board approved the 2019 Omnibus Incentive Plan (the “2019 Plan”), which provides for the grant of stock options and restricted stock awards to directors, officers, employees, consultants and advisors of the Company. The maximum number of our common shares reserved for issue under the 2019 Plan was 6,000,000 shares, subject to adjustment in the event of a change of the Company’s capitalization. During the year ended September 30, 2022, 406,453 options previously available under the 2019 Plan and the 2015 Plan became available under the 2022 Plan (as defined below). 2022 Stock Option Plan On March 25, 2022, the Board approved the 2022 Omnibus Incentive Plan (the “2022 Plan”). The 2022 Plan was approved by stockholders on May 24, 2022. Under the terms of the 2022 Plan, 10,000,000 additional shares of Common Stock will be available for issuance under the 2022 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 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. On April 17, 2025, the Board approved an amendment to the 2022 Plan (the “Amendment”). The Amendment was approved by the stockholders on June 10, 2025. The Amendment increased the number of shares of common stock reserved for issuance under the 2022 Plan by 4,000,000 shares for a total of 14,000,000 . In addition, the Amendment established a minimum vesting period of one year for all awards granted under the 2022 Plan and limited the discretion to accelerate the vesting of awards upon a separation from service, with limited exceptions permitted. Finally, the Amendment prohibited liberal share recycling provisions. As at June 30, 2025, 6,542,062 options had been issued under the 2022 Plan and 8,418,866 options were available for issue under the 2022 Plan. The following summarizes information about stock option activity during the nine months ended June 30, 2025: Schedule of stock option activity Number of Options Weighted Average Exercise Price ($) Weighted Average Grant Date Fair Value ($) Aggregate intrinsic value ($) Outstanding, September 30, 2024 15,037,754 6.80 5.12 15,825,791 Granted 1,488,500 8.58 6.22 — Expired ( 100,000 ) 16.24 — — Exercised ( 910,021 ) 2.45 1.40 7,322,930 Forfeited ( 62,667 ) 4.79 3.59 — Outstanding, June 30, 2025 15,453,566 7.17 5.41 45,810,270 Exercisable, June 30, 2025 10,541,530 6.07 4.73 39,517,791 17 Anavex Life Sciences Corp. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 – Page 9 (Unaudited) The following summarizes information about stock options at June 30, 2025 by a range of exercise prices: Schedule of summarizes information about stock options Number of Weighted average remaining Weighted average Number of Weighted average Range of exercises prices outstanding contractual exercise vested exercise From To options life (in years) price options price $ 2.30 $ 5.00 4,468,200 3.43 $ 3.04 4,357,366 $ 2.99 $ 5.01 $ 7.00 3,639,019 5.14 $ 5.58 2,660,229 $ 5.65 $ 7.01 $ 9.00 4,372,347 6.91 $ 8.09 1,896,684 $ 7.70 $ 9.01 $ 13.00 1,609,000 6.56 $ 10.29 1,101,417 $ 10.39 $ 13.01 $ 25.00 1,365,000 6.16 $ 18.33 525,834 $ 18.70 15,453,566 5.38 $ 7.17 10,541,530 $ 6.07 The weighted average per share fair value of options vested at June 30, 2025 was $ 4.73 (September 30, 2024: $ 4.34 ). At June 30, 2025, the weighted average contractual life of options outstanding was 5.38 years (September 30, 2024: 5.48 years) and for options exercisable was 4.10 years (September 30, 2024: 4.03 years). The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted market price of the Company’s stock for the options that were in-the-money at June 30, 2025. The Company recognized share-based compensation expense of $ 4.3 million and $ 7.8 million during the three and nine months ended June 30, 2025, respectively (three and nine months ended June 30, 2024: $ 2.5 million and $ 7.4 million, respectively) in connection with the issuance and vesting of stock options 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 statements 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, 2025 2024 2025 2024 General and administrative $ 1,717 $ 997 $ 3,124 $ 2,901 Research and development 2,607 1,491 4,704 4,524 Total share-based compensation $ 4,324 $ 2,488 $ 7,828 $ 7,425 An amount of approximately $ 10.0 million in share-based compensation is expected to be recorded over the remaining term of such options and warrants through fiscal 2029. The fair value of each stock option award is estimated on the date of grant using the Black Scholes option pricing model. The fair value of share-based compensation charges recognized during the three and nine months ended June 30, 2025 was determined with reference to the quoted market price of the Company’s shares on the grant date and based on the following weighted average assumptions: Schedule of weighted average assumptions for fair value of each option award 2025 2024 Risk-free interest rate 3.98 % 4.29 % Expected life of options (years) 5.57 5.77 Annualized volatility 86.49 % 84.82 % Dividend rate 0.00 % 0.00 % 18 Anavex Life Sciences Corp. Notes to the Condensed Consolidated Interim Financial Statements June 30, 2025 – Page 10 (Unaudited) Note 7 Subsequent Events The Company evaluates subsequent events occurring between the most recent balance sheet date and the date the financial statements are available to be issued in order to determine whether the subsequent events are to be recorded and/or disclosed in the Company’s financial statements and footnotes. The financial statements are considered to be available to be issued at the time they are filed with the Securities and Exchange Commission (SEC). Sales Agreement On July 25, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC (the “Sales Agent”). Pursuant to the Sales Agreement, the Company may offer and sell up to an aggregate offering price of $150 million (the “Offering”) in shares of common stock from time to time through the Sales Agent. 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 Agent may sell shares of common stock 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 Company’s prior written consent. The Company is not obligated to make any sales of shares under the Sales Agreement. The Company or the Sales Agent may suspend or terminate the Offering upon notice to the other party, subject to certain conditions. The Sales Agent will act as sales agent on a commercially reasonable efforts basis consistent its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of Nasdaq. The Company has agreed to pay the Sales Agent commissions for its services of up to 3.0 % of the gross proceeds from the sale of shares of common stock pursuant to the Sales Agreement. The Company has also agreed to provide the Sales Agent with customary indemnification and contribution rights. Tax Legislation On July 4, 2025, the United States President signed into law the One Big Beautiful Bill Act, a budget reconciliation package that changes many key provisions of the U.S. federal income tax code, including extensions of various expiring provisions from the Tax Cuts and Jobs Act of 2017. The Company is evaluating the impact on its financial statements from this legislation and the anticipated forthcoming administrative guidance. The Company expects the most significant impact of the new legislation will be to allow for more taxpayer-favorable treatment of research and development expenditures for US income tax purposes. 19