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Item 3. Legal Proceedings

2025-11-25 compared with 2024-12-23 · 44 added, 37 removed, 8 unchanged (91% of the section changed)

3 unchanged sentences

The Company is currently subject to the following lawsuits:

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 it named the Company and Christopher Missling

as Defendants.

The complaint alleges 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 (the “March 2024 Complaint”).

At a hearing on or about June 13, 2024, the Court named another purported Company shareholder, Quintessa Huey, as lead plaintiff with

respect to the March 2024 Complaint.

An Amended Complaint was filed by the appointed lead plaintiff on July 12, 2024, which asserts allegations

related to purported violations of Section 10(b) of the Securities Exchange Act tied to disclosures associated with the same clinical

trials related to Rett Syndrome, and which names the Company and Christopher Missling as defendants.

The Amended Complaint seeks unspecified

damages, as well as costs, including counsel and expert witness fees, on behalf of class of investors who purchased stock of the Company

on the NASDAQ during the period February 1, 2022 through January 1, 2024.

The defendants filed a motion to dismiss the complaint.

The motion to dismiss is fully-briefed and awaiting a decision by the Court.

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.

Briefing on the appeal concluded

October 30, 2025.

No decision has been entered.

No amount has been recorded in our consolidated financial statements for any loss contingencies

associated with this lawsuit as the Company believes that it is not probable that any loss will

On May 8, 2024,

a similar complaint was filed in the same court by Kenneth Downing (case no.

1:2024-cv-03529), a purported shareholder of the Company,

against the same defendants as the March 2024 Complaint.

The defendants filed a motion to dismiss the complaint.

Plaintiff Downing voluntarily

dismissed his complaint subsequent to the filing of the motion to dismiss.

May 13, 2024, a derivative lawsuit was filed against the Company (as nominal defendant), Christopher Missling, and members of the Company’s

Board of Directors in the U.S.

District Court for the District of Nevada by another purported shareholder named Denise Deangelis.

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 two purported class action lawsuits related to disclosures and statements

made about certain clinical trials related to Rett Syndrome.

The parties are currently due to file a proposed schedule for the anticipated

motion to dismiss by the Company and Christopher Missling (the other named defendants have not been served with the complaint) on or before

January 15, 2025.

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

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

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

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

The stay has been extended throughout the appeal.

No amount has been recorded in our consolidated 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.

On August 18, 2025, pursuant to a stipulation of the

parties, the Court entered an order staying this purported derivative lawsuit until the appeal in the Initial Action is resolved.

has been recorded in our consolidated 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.

2 unchanged sentences

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

What changed 10-K

Item 3. Legal Proceedings