What changed in this filing

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Item 9A. Controls and Procedures

2025-11-25 compared with 2024-12-23 · 435 added, 202 removed, 672 unchanged (49% of the section changed)

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We carried out an evaluation, under the supervision

and with the participation of our management, including our principal executive and principal financial officer, of the effectiveness

and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness

of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures

Based on this evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures

were effective as of September 30, 2025.

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that our internal controls over financial reporting were effective as of September 30, 2025.

The effectiveness of our internal controls over financial

reporting as of September 30, 2025 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated

in their report which appears in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

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ITEM 9B OTHER INFORMATION

N o n e of our directors or Section 16 officers adopted,

None of our directors or Section 16 officers adopted ,

modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (in each case,

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Christopher Missling

has over twenty years of healthcare industry experience in big pharmaceutical, biotech and investment banking.

Most recently, from March

2007 until his appointment by our Company, Dr.

Missling served as the head of healthcare investment banking at Brimberg & Co.

York, New York.

has over twenty years of healthcare industry experience in big pharmaceutical, biotech and investment banking prior to joining Anavex.

Most recently, from March 2007 until his appointment by our Company, Dr.

Missling served as the head of healthcare investment banking

at Brimberg & Co.

in New York, New York.

In addition, Dr.

Missling served as the Chief Financial Officer of Curis, Inc.

CRIS) and ImmunoGen, Inc.

Missling earned his MS and PhD from the University of Munich and an MBA from Northwestern University Kellogg School of Management

and WHU Otto Beisheim School of Management.

Jiong Ma, PhD.

Jiong Ma has over 25 years

of experience in investing, building, and scaling of companies with a focus on innovative product launches in digital health, technology

and the new energy transition.

Ma is a General Partner of Phoenix Venture Partners.

She serves as Lead Independent Board Director

of SES AI Corporation (NYSE:

SES), Chairs the Compensation Committee, and as a member of Audit, Nominating, and Strategic Investment Committee.

Ma served as senior partner and a member of the investment committee at Braemar Energy Ventures (“Braemar”).

Ma led investments in more than 15 companies involved in either resource efficiency, e-mobility, industrial digitalization,

renewable energy, or deep tech, and has achieved multiple successful exits through M&A and IPO.

Ma has significant knowledge and

expertise in the technology industry, including information security.

Prior to Braemar Energy Ventures, she was with the Venture Capital

Group at 3i Group, a global private equity firm, where she led investments across multiple stages in Digital Health, TMT and Cleantech.

and ImmunoGen, Inc.

Missling earned his MS and PhD from the University of Munich and an MBA from Northwestern University

Kellogg School of Management and WHU Otto Beisheim School of Management.

Jiong Ma has over 25 years of experience in investing, building, and scaling of

companies with a focus on innovative product launches in digital health, technology and the new energy transition.

Ma has been a General

Partner of Phoenix Venture Partners since July 2024.

She has served as director of SES AI Corporation (NYSE:

SES) since February 2022

and has served as Lead Independent Board Director beginning in 2023.

She also chairs the Compensation Committee, and is a member of Audit,

Nominating, and Strategic Investment Committee of SES.

Ma served as senior partner and a member of the investment committee at Braemar

Energy Ventures (“Braemar”) from 2008 to 2020.

While at Braemar, Dr.

Ma led investments in more than 15 companies involved

in either resource efficiency, e-mobility, industrial digitalization, renewable energy, or deep tech, and has achieved multiple successful

exits through M&A and IPO.

Ma has significant knowledge and expertise in the technology industry, including information security.

Prior to Braemar Energy Ventures, she was with the Venture Capital Group at 3i Group, a global private equity firm, from 2004 to 2007

where she led investments across multiple stages in Digital Health, TMT and Cleantech.

Preceding the Venture Capital Group at 3i, Dr.

Ma held several senior positions at Lucent Technologies and Bell Labs.

Her responsibilities

included lead roles in product portfolio strategy, new product launches for Optical and Data Networking, and research and product development.

Ma was also a founding team member of Onetta Inc., a fiber networks company.

She has a PhD in Electrical and Computer Engineering

from the University Colorado Boulder and an MS in Electrical Engineering from Worcester Polytechnic Institute.

Ma held several senior positions at Lucent Technologies and Bell Labs from 1997 to 2004.

Her responsibilities included lead roles in product

portfolio strategy, new product launches for Optical and Data Networking, and research and product development.

Ma was also a founding

team member of Onetta Inc., a fiber networks company.

She has a PhD in Electrical and Computer Engineering from the University of Colorado

Boulder and an MS in Electrical Engineering from Worcester Polytechnic Institute.

Ma is a Kauffman Fellow .

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Since May 2021,

he has served as Managing Director (Chief Financial Officer) of NetCologne GmbH, a regional telecommunication provider in Germany.

July 2011 to May 2021, he served as corporate head of Management Accounting, Internal Audit and Risk Management at Stroeer SE & Co

KGaA, a publicly listed German digital media company.

As the prior head of internal audit at Stroeer SE & Co KGaA, Dr.

van der Velden

has experience in the area of information security risk assessment, and the internal control tools, processes, and policies needed to

counter information security threats.

he has served as Managing Director (Chief Financial Officer) of NetCologne GmbH, a regional telecommunication

provider in Germany .

From July 2011 to May 2021, he served as corporate head of Management Accounting, Internal Audit and Risk

Management at Stroeer SE & Co KGaA, a publicly listed German digital media company.

As the prior head of internal audit at Stroeer

SE & Co KGaA, Dr.

van der Velden has experience in the area of information security risk assessment, and the internal control tools,

processes, and policies needed to counter information security threats.

Previously, Dr.

van der Velden served as the Director of Corporate Business Controlling for the

Nutrition & Health business unit at Cognis, a worldwide supplier of global nutritional ingredients and specialty chemicals.

position, he was also a compliance representative and a member of the global leadership team.

After the acquisition of Cognis by BASF,

he was responsible for the management accounting processes of the BASF Nutrition & Health division, developing and producing mostly

natural-source ingredients for the food and healthcare industries.

van der Velden started his career as a strategy consultant at an

international marketing and strategy consultancy firm.

He studied in Kiel and Stockholm and received a degree in economics from the University

of Kiel and later obtained his doctorate in business management from the WHU-Otto Beisheim School of Management where he also previously

taught economics.

van der Velden served as the Director of Corporate

Business Controlling for the Nutrition & Health business unit at Cognis, a worldwide supplier of global nutritional ingredients and

specialty chemicals.

In this position, he was also a compliance representative and a member of the global leadership team.

After the acquisition

of Cognis by BASF, he was responsible for the management accounting processes of the BASF Nutrition & Health division, developing

and producing mostly natural-source ingredients for the food and healthcare industries.

van der Velden started his career as a strategy

consultant at an international marketing and strategy consultancy firm.

He studied in Kiel and Stockholm and received a degree in economics

from the University of Kiel and later obtained his doctorate in business management from the WHU-Otto Beisheim School of Management where

he also previously taught economics.

Athanasios Skarpelos .

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Steffen Thomas has over

15 years of experience as a European patent attorney and is currently practicing at Epping Hermann Fischer, a major intellectual property

law firm in Europe.

Previously, he worked for Japan-based Takeda Pharmaceutical Company, the largest pharmaceutical company in Asia and

a top firm worldwide, as an in-house patent attorney.

Prior to that, he worked for Nycomed Pharma, acquired by Takeda in 2011 for approximately

USD $10 billion.

Thomas’ legal practice covers drafting of patent applications, prosecuting patent applications before national

and international patent offices, defending and challenging patents in opposition, appeal, and nullity proceedings, enforcing patents

before the infringement courts, and preparing opinions on patentability and infringement in the technical field of chemistry.

has particular expertise in small molecule pharmaceuticals.

He holds MS and PhD degrees in Chemistry from the University of Munich.

25 years of experience as a European patent attorney and is currently practicing, since September 2011, at Epping Hermann Fischer, a major

intellectual property law firm in Europe.

Previously, he worked for Japan-based Takeda Pharmaceutical Company, the largest pharmaceutical

company in Asia and a top firm worldwide, as an in-house patent attorney.

Prior to that, he worked for Nycomed Pharma, acquired by Takeda

in 2011 for approximately USD $10 billion.

Thomas’ legal practice covers drafting of patent applications, prosecuting patent

applications before national and international patent offices, defending and challenging patents in opposition, appeal, and nullity proceedings,

enforcing patents before the infringement courts, and preparing opinions on patentability and infringement in the technical field of chemistry.

Thomas has particular expertise in small molecule pharmaceuticals.

He holds MS and PhD degrees in Chemistry from the University of

Peter Donhauser, D.O.

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for the following late filings:

· Form 4 filed January 12, 2024 for Sandra Boenisch;

· Form 4 filed January 12, 2024 for Christopher

· Form 4 filed February 23, 2024 for Athanasios Skarpelos;

· Form 4 filed February 23, 2024 for Jiong Ma;

· Form 4 filed February 23, 2024 for Steffen Thomas;

· Form 4 filed February 23, 2024 for Peter Donhauser;

· Form 4 filed February 23, 2024 for Claus van der Velden.

· Form 4 filed December 6, 2024 for Sandra

· Form 4 filed December 6, 2024 for Christopher

Business Code of Conduct & Ethics

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and a Nominating and Corporate Governance Committee.

The following table provides membership and meeting information for 2024:

The following table provides membership and meeting information for fiscal 2025:

Audit Committee

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Audit Committee and Audit Committee Financial

The Audit Committee is composed of four directors,

The Audit Committee is composed of three directors,

each of whom is independent.

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der Velden is an “audit committee financial expert” as defined by applicable SEC and NASDAQ rules.

The Audit Committee met four times during fiscal 2025

and also acted by written consent as required.

The Audit Committee has reviewed and discussed the

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Board (“PCAOB”) and the Securities and Exchange Commission (the “SEC”).

In addition, the Audit Committee has received

the Audit Committee has received

the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the

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The Compensation Committee must also determine reasonable compensation to be paid to such advisors by us.

The Compensation Committee met two times during fiscal

2024 and acted by written consent as required.

The Compensation Committee met seven times during

fiscal 2025 and also acted by written consent as required.

Nominating and Corporate Governance Committee

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The NCG Committee operates under a charter that was adopted by our Board of Directors.

The NCG Committee met one time during fiscal 2024

The NCG Committee met three times during fiscal 2025

and also acted by written consent as required.

EXECUTIVE COMPENSATION

Executive Compensation Overview

The Company’s compensation objectives are to

offer our named executive officers compensation and benefits that are competitive and meet our goals of attracting, retaining and motivating

highly skilled, talented management, which is necessary for the Company to achieve its financial and strategic objectives and create long-term

value for our stockholders.

A significant portion of our named executive officer’s

compensation is related to factors that directly and indirectly influence stockholder value, including long-term stock performance and

operational performance.

We believe the levels of compensation we provide should be competitive, reasonable and appropriate for our business

needs and circumstances.

The named executive officers who are the subject of this CD&A are Christopher Missling, PhD, our Chief Executive

Officer, and Sandra Boenisch, our Principal Financial Officer.

Our Executive Compensation Program and Philosophy

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June 18, 2024, our stockholders approved the compensation of our named executive officers on an advisory basis, with 83.8% of the votes

cast in favor of the compensation of our named executive officers.

Ultimately, the Compensation Committee seeks to evaluate, based on

the achievement of financial and nonfinancial objectives, the variable compensation, including special awards, of our named executive

cast in favor of the fiscal 2023 compensation of our named executive officers.

Ultimately, the Compensation Committee seeks to evaluate,

based on the achievement of financial and nonfinancial objectives, the variable compensation, including special awards, of our named executive

officers and decide on the base salary and target discretionary bonus for such persons taking into account relevant benchmark data.

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officers rewards performance that benefits stockholders over the long term.

Compensation Risk Oversight

In administering the compensation program for our

named executive officers, the Compensation Committee strives to achieve a balance among the elements of compensation to accomplish the

objectives of the program.

The Compensation Committee reviews the overall compensation program in the context of the risks that may be

presented by the structure of the compensation program and the metrics used to determine compensation under that program.

Based upon this

review, the Compensation Committee believes that the compensation program for our named executive officers does not create a reasonable

likelihood of a material adverse effect on the Company.

Compensation Consultants

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During fiscal 2025, the Compensation Committee did not engage any compensation consultants.

Elements of Executive Compensation

We focus our named executive officer compensation

program on three related but distinct elements:

base salary, cash bonuses and stock-related compensation.

Base salaries take into consideration a number of

factors, including the named executive officer’s job performance, our corporate performance, and compensation practices observed

in the market.

In its evaluation of performance for the renewal of our Chief Executive Officer’s and Principal Financial Officer’s

employment agreements, the Compensation Committee considered our corporate performance, increases in stockholder value and advances in

the Company’s clinical trials.

In July 2025, after considering the above factors, the annualized base salary of our Chief Executive

Officer was increased from $700,000 to $800,000 and the annualized base salary of our Principal Financial Officer remained unchanged at

$279,840 Canadian dollars.

Annual Discretionary Cash Bonuses

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areas of responsibility.

The Compensation Committee works with the Chief Executive Officer to evaluate the Company’s financial performance

of the prior year, and overall financial condition of the Company to determine if discretionary bonuses are to be paid.

In addition, on

an annual basis, our Compensation Committee independently evaluates the performance of our Chief Executive Officer in the prior year,

as well as the overall financial condition of the Company to determine if a discretionary bonus of up to 20% of base salary shall be paid

to the Chief Executive Officer.

The Compensation Committee of our Board works with the Chief Executive Officer, on an annual basis, to evaluate

the Company’s financial performance of the prior year, and overall financial condition of the Company to determine if discretionary

bonuses are to be paid.

Our Compensation Committee independently evaluates the performance of our Chief Executive Officer in the prior

year, as well as the overall financial condition of the Company to determine if a discretionary bonus of up to 20% of base salary shall

Equity Compensation

Only our Board, acting in its sole discretion, or

the Compensation Committee may grant stock options to our named executive officers.

We view stock options as one of the more important

components of our long-term, performance-based compensation philosophy.

We provide stock options through initial grants at or near the

date of hire and subsequent periodic/annual grants.

Generally, initial stock option grants vest over a three-year period and have an exercise

price equal to the fair market value of our stock at the time of grant.

Initial grant amounts are based on ranges that take into consideration

a named executive officer’s job responsibilities and competitive market data.

We grant periodic additional stock options to reflect

the individual’s ongoing contributions to the long-term success and growth of the Company, to incentivize individuals to remain

with the Company and to provide a long-term incentive to achieve or exceed our corporate goals.

We do not have a program, plan or practice

to time stock option grants to our named executive officers in coordination with the release of material nonpublic information.

not re-priced any of our stock options and do not intend to re-price or otherwise adjust outstanding stock options at any time in the

Equity compensation includes stock option grants within

the terms of our 2022 Omnibus Incentive Plan.

Each named executive officer is eligible for stock option grants under the 2022 Omnibus

Incentive Plans which may vest over a required service period, “Time Based Awards”, or upon achievement of certain performance

criteria, “Performance Awards”.

Generally, our Compensation Committee grants Time Based Awards at or near the date of hire.

Such grants are intended to link compensation with stockholder value over time.

Subsequent awards are generally granted as Performance

Awards, which are intended to align compensation with the Company’s short-term and long-term objectives.

Our Compensation Committee

selects performance goals that reflect the Company’s short-term and longer-term objectives to ensure named executive officers are

rewarded for the successful and timely accomplishment of these objectives.

Generally, these performance criteria include milestones in

connection with the successful execution and enrollment of the Company’s clinical trial programs.

In March 2025, our Compensation Committee granted

options to our Chief Executive Officer and Principal Financial Officer, which vest in four equal tranches based on four performance milestones,

as described further below.

Other Compensation

Other components of the compensation of our named

executive officers include employee medical benefit plans and retirement plan contributions.

Employee Medical Benefit Plans .

employee medical and welfare benefit plans include medical, dental, life, disability and accidental death and dismemberment insurance.

401(k) Plan .

a defined-contribution savings plan with a cash or deferred arrangement 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.

Registered Retirement Savings

Plan (RRSP) Plan .

We have a defined-contribution savings plan governed by Section 146 (1) of the Income Tax Act of Canada.

plan covers all Canadian based employees.

Canadian based employees eligible to participate in the plan may contribute up to the current

statutory limits under the Canadian regulations.

The RRSP plan permits the Company to make additional matching contributions on behalf

of contributing employees.

Compensation Committee Interlocks and Insider Participation

member of the Compensation Committee has ever been an officer or employee of the Company.

None of the named executive officers currently

serves or has served on the Compensation Committee or board of directors of any other entity that has one or more named executive officers

serving as a member of the Board or Compensation Committee of the Company.

Managing Compensation-Related

Although a portion of the

compensation provided to our executive officers and other employees is performance-based, the executive compensation program does not

encourage excessive or unnecessary risk taking.

This is primarily due to the fact that the compensation program is designed to encourage

executive officers and other employees to remain focused on both short-term and long-term strategic goals within the context of our pay-for-performance

compensation philosophy.

Insider Trading Policy

Our insider trading policy prohibits short sales and

derivative transactions of our stock by our named executive officers, directors and all of our employees, including short sales of our

securities, including short sales “against the box” (a sale with a delayed delivery);

purchases or sales of puts, calls or

other derivative securities of the Company;

or other hedging or monetization transactions such as zero-cost collars and forward sale contracts,

as they involve the establishment of a short position.

In addition, our insider trading policy prohibits

our named executive officers, directors and all of our employees from purchasing our securities on margin, borrowing against Company securities

held in a margin account, or pledging our securities as collateral for a loan.

Clawback Policy

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received or outstanding shall be subject to cancellation, recoupment, rescission, payback and other action in accordance with the terms

of the clawback policy or any applicable law.

In addition, in the event of a restatement of the Company’s financial statements due

to material noncompliance with any financial reporting requirement under the law, whether such noncompliance is the result of misconduct

or other circumstances, an employee shall be required to reimburse the Company for any amounts earned or payable with respect to an award

granted under the Company’s equity plan to the extent required by law and the Company’s clawback policy.

of the Company Clawback Policy or any applicable law.

In addition, in the event

of a restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under

the law, whether such noncompliance is the result of misconduct or other circumstances, an employee shall be required to reimburse the

Company for any amounts earned or payable with respect to an award granted under the Company’s equity plan to the extent required

by law and the Company’s clawback policy.

November 30, 2023

Stock Ownership Guidelines

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and internal milestones.

The Company does not follow a predetermined schedule for the granting of equity awards; instead, each grant

is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our

compensation packages.

In determining the timing and terms of an equity award,

the Board or the Compensation Committee may consider material nonpublic information to ensure that such grants are made in compliance

with applicable laws and regulations.

The Board’s or the Compensation Committee’s procedures to prevent the improper use of

material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate,

delaying the grant of equity awards until the public disclosure of such material nonpublic information.

The Company does not follow a predetermined schedule for the granting of equity awards; although the Company

generally grants equity-based awards annually after the completion of annual calendar year performance review process.

Each grant is considered

on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness of our compensation packages.

In determining the timing and terms of an equity award, the Board or the Compensation

Committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations,

but does not take material nonpublic information into account when determining the terms of awards.

The Board’s or the Compensation

Committee’s procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards

include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material

nonpublic information.

For all stock option awards, the exercise price is

the closing price of the Company’s common stock on the Nasdaq on the date of the grant.

If the grant date falls on a non-trading

day, the exercise price is the closing price of the Company’s common stock on the Nasdaq on the last trading day preceding the date

During fiscal 2025, the Company did not grant equity

awards to its named executive officers during the four business days prior to or the one business day following the filing of its periodic

reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.

The Company has not timed the disclosure

of material nonpublic information for the purpose of affecting the value of executive compensation for named executive officer grants

in fiscal 2025.

The Company is committed to maintaining transparency

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policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve

the best interests of the Company and its shareholders.

the best interests of the Company and its stockholders.

Compensation Committee Report

The members of the Company’s Compensation Committee hereby state:

The Compensation Committee has reviewed and discussed with management the

foregoing Compensation Discussion and Analysis, required by Item 402(b) of Regulation S-K.

Based on this review and discussion, we recommended

to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the fiscal

year ended September 30, 2025.

The foregoing report has been furnished by the Compensation

Claus van der Velden, Committee Chair

Steffen Thomas

Peter Donhauser

Summary Compensation

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Christopher Missling, PhD

President, Chief Executive Officer, and Director

President, Chief Executive Officer, and

Sandra Boenisch (2)

Principal Financial Officer and

Principal Financial Officer and Treasurer

(1) Comprised of employer matching of defined contribution savings plans.

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Missling entered into an employment agreement

dated July 5, 2013, as amended and extended most recently by the third amendment effective April 7, 2022 (the “CEO Employment Agreement”),

dated July 5, 2013, as amended and extended most recently by the fourth amendment effective July 5, 2025 (the “CEO Employment Agreement”),

whereby we currently pay Dr.

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Boenisch entered into an amended and restated

employment agreement dated October 4, 2017, as amended and extended, whereby we currently pay Ms.

Boenisch an annual base salary of $279,840

Canadian dollars.

employment agreement dated October 4, 2017, as amended and extended most recently by the third amendment effective July 5, 2025, whereby

we currently pay Ms.

Boenisch an annual base salary of $279,840 Canadian dollars.

In addition, Ms.

Boenisch is eligible to earn an annual

cash bonus for each whole or partial calendar year of up to twenty percent of her base salary, and to participate in our employee benefit

Boenisch is eligible for discretionary salary increases.

Grants of Plan Based Awards

The following table sets forth the awards granted

for each named executive officer during the year ended September 30, 2025 under our 2022 Omnibus Incentive Plan:

All other option awards

Number of securities underlying options (#) (1)

Exercise or base price of option award ($/sh)

Grant date fair value of option awards ($) (2)

Christopher Missling, PhD

March 31, 2025

Sandra Boenisch

March 31, 2025

(1) Represents shares of our common stock underlying options awarded, each of which vest over time.

(2) Represents the fair value of each equity award on the date of grant, as computed in accordance with FASB ASC 718.

Outstanding Equity Awards at Fiscal Year-End

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Unexercisable

April 2, 2025

Sept 18, 2025

July 18, 2026

Sept 22, 2026

September 22, 2026

December 13, 2027

October 1, 2028

January 6, 2030

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February 20, 2034

March 31, 2035

Sandra Boenisch

December 13, 2027

October 1, 2028

January 6, 2030

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February 20, 2034

On February 20, 2024, our Compensation Committee granted

March 31, 2035

On March 31, 2025, our Compensation Committee granted

options to our Chief Executive Officer and Principal Financial Officer, which vest in four equal tranches based on four performance milestones

including accomplishing (i) Regulatory submission of AD-004 for Alzheimer’s disease (US or EU), (ii) Publication of a Fragile X

preclinical study (iii) Initiation of new clinical study not yet announced and (iv) Readout of ANAVEX3-71 Phase 2 clinical trial in Schizophrenia.

including 1) the Company engaging in a second Regulatory dialogue for blarcamesine, 2) the publication of preclinical blarcamesine prevention

Alzheimer’s disease data, 3) the publication of blarcamesine clinical/biomarker Alzheimer’s disease data and 4) the Company

entering into a collaboration or licensing agreement.

Option Exercises and Stock Vested

The following table sets forth for each named executive

officer awards that were exercised during the year ended September 30, 2025:

Option Awards

Number of shares acquired on exercise (#)

Value realized on exercise ($)

Christopher Missling

Sandra Boenisch

Nonqualified Defined Contribution and Other

Nonqualified Deferred Compensation Plans

There was no nonqualified deferred compensation for

our named executive officers in fiscal 2025.

CEO Pay Ratio Disclosure

We are providing the following information about the

relationship of the annual total compensation of our employees and the annual total compensation of our CEO.

Based on the information

for fiscal 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of

our median employee was 16:1.

Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using

the data and assumptions summarized below.

We identified the median employee by examining the

2025 annual base salary compensation for all individuals, excluding our

We excluded independent contractors retained on an as needed basis, whose compensation

is determined by an unaffiliated third party, and who are therefore are not considered our employees for purposes of the pay ratio calculation.

We included all

employees who were employed by us as of September 30, 2025.

We selected the determination date and measurement period because this was

the most recent period for which employee census and compensation information was readily available.

Salaries and wages were annualized

for those employees who were not employed for the full year of fiscal 2025.

We selected annual base salary as our compensation measure

because it is readily available in our existing payroll systems, it is consistently calculated for each employee, and because it is a

reasonable proxy for total compensation for purposes of determining the median employee.

We did not apply any cost-of-living adjustments

to the compensation of employees in jurisdictions other than the jurisdiction in which the CEO resides.

Once we identified our median employee, we calculated

such employee’s annual total compensation for fiscal 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation

S-K, resulting in that employee’s annual total compensation of $248,195.

The median employee’s annual total compensation includes

annualized base salary, annualized bonus, annualized 401(k) or RRSP matching contributions, and the fair value of awards granted during

the fiscal year ended September 30, 2025 under our 2022 Omnibus Incentive Plan.

With respect to the CEO, we used the amount reported

as total compensation in the Summary Compensation Table included above.

Any estimates and assumptions used to calculate total annual compensation

are described in footnotes to the Summary Compensation Table.

Compensation of Directors

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Additionally, we grant awards on an annual basis.

Annual awards of options typically vest in full on the first anniversary of

In 2024, the annual grant was 50,000 options to each director.

Annual awards of options typically vest over three years.

In 2025, the annual

grant was 50,000 options to each director.

In addition, directors are entitled to reimbursement

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There are no arrangements or plans in which we provide

retirement or similar benefits for our directors or executive officers.

retirement or similar benefits for our directors.

Executive officers are eligible for the broad-based retirement plans described more

Resignation, Retirement, Other Termination,

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Boenisch severance

compensation equal to six months base salary payable by the Company for the six-month period following the Termination.

In addition, the

Company must provide Ms.

compensation equal to twelve months base salary payable by the Company for the twelve-month period following the Termination.

the Company must provide Ms.

Boenisch thirty (30) day notice of her Termination.

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Unvested Stock Options (#)

Stock Option Awards Estimated Benefit ($) (1)

Stock Option Awards

Estimated Benefit ($) (1)

Christopher Missling

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OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of December 23,

2024, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial

owner of more than 5% of our common stock and by each of our current directors and our named executive officers and by our current directors

and executive officers as a group.

We have determined the number and percentage of shares beneficially owned by such person in accordance

with Rule 13d-3 under the Securities Exchange Act of 1934.

This information does not necessarily indicate beneficial ownership for any

other purpose.

The following table sets forth, as of November 24, 2025, certain information

with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5%

of our common stock and by each of our current directors and our named executive officers and by our current directors and executive officers

We have determined the number and percentage of shares beneficially owned by such person in accordance with Rule 13d-3 under

the Securities Exchange Act of 1934.

This information does not necessarily indicate beneficial ownership for any other purpose.

Title of class

5 unchanged sentences

Christopher Missling (CEO/Director)

7,363,264 (2)

Jiong Ma (Director, Chair)

1 unchanged sentence

Athanasios Skarpelos (Director)

1,611,958 (5)

Steffen Thomas (Director)

2 unchanged sentences

Directors & Executive Officers as a group (7 persons)

The Vanguard Group 100 Vanguard Blvd Malvern, PA 19355

4,360,648 (9)

BlackRock, Inc.

55 East 52 nd Street New York, NY 10055

6,671,075 (10)

55 East 52 nd Street

New York, NY 10055

*Less than 1%

(1) Percentage of ownership is based on 84,815,517 of our common stock issued and outstanding as of December

(1) Percentage of ownership is based on 89,348,107 of our common stock issued and outstanding as of November

Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information

11 unchanged sentences

common stock at $2.96 per share, options to purchase 550,000 shares of our common stock at $5.49 per share, options to purchase 166,667

shares of our common stock at $2.96 per share, options to purchase 550,000 shares of our common stock at $5.49 per share and options to

purchase 125,000 shares of our common stock at $10.09 per share that are vested or are vesting within 60 days.

Excludes options to purchase

500,000 shares of our common stock at $18.11 per share, options to purchase 500,000 shares of our common stock at $7.54 per share, options

to purchase 375,000 shares of our common stock at $10.09 per share, options to purchase 500,000 shares at $8.57 per share and options

to purchase 500,000 shares of common stock at $5.36 per share that do not vest within 60 days.

shares of our common stock at $7.54 per share, options to purchase 250,000 shares of our common stock at $10.09 per share, options to

purchase 250,000 shares of our common stock at $8.57 per share, options to purchase 125,000 shares of our common stock at $5.36 per share

and options to purchase 125,000 shares of our common stock at $8.58 per share that are vested or are vesting within 60 days.

options to purchase 500,000 shares of our common stock at $18.11 per share, options to purchase 333,333 shares of our common stock at

$7.54 per share, options to purchase 250,000 shares of our common stock at $10.09 per share, options to purchase 250,000 shares at $8.57

per share, options to purchase 375,000 shares of common stock at $5.36 per share and options to purchase 375,000 shares of our common

stock at $8.58 per share that do not vest within 60 days.

(3) Includes options to purchase 35,000 shares of our common stock at $13.01 per share, options to purchase

25,000 shares of our common stock at $18.11 per share, options to purchase 33,333 shares of our common stock at $10.09 per share and options

to purchase 16,667 shares of our common stock at $8.57 per share that have vested or are vesting within 60 days.

Excludes options to purchase

16,667 shares of our common stock at $10.09 per share, options to purchase 50,000 shares of our common stock at $8.57 per share and options

to purchase 50,000 shares of common stock at $5.36 per share that do not vest within 60 days.

25,000 shares of our common stock at $18.11 per share, options to purchase 50,000 shares of our common stock at $10.09 per share, options

to purchase 33,334 shares of our common stock at $8.57 per share and options to purchase 16,667 shares of our common stock at $5.36 per

share that have vested or are vesting within 60 days.

Excludes options to purchase 16,666 shares of our common stock at $8.57 per share,

options to purchase 33,333 shares of our common stock at $5.36 per share and options to purchase 50,000 shares of common stock at $8.58

per share that do not vest within 60 days.

(4) Includes options to purchase 50,000 shares of our common stock at $2.60 per share, options to purchase

1 unchanged sentence

to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per

share, options to purchase 33,333 shares of our common stock at $10.09 per share and options to purchase 16,667 shares of common stock

at $8.57 per share that have vested or are vesting within 60 days.

Excludes options to purchase 16,667 shares of our common stock at $10.09

per share, options to purchase 50,000 shares of our common stock at $8.57 per share and options to purchase 50,000 shares of common stock

at $5.36 per share that do not vest within 60 days.

share, options to purchase 50,000 shares of our common stock at $10.09 per share, options to purchase 33,334 shares of our common stock

at $8.57 per share and options to purchase 16,667 shares of our common stock at $5.36 per share that have vested or are vesting within

Excludes options to purchase 16,666 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of our common

stock at $5.36 per share and options to purchase 50,000 shares of common stock at $8.58 per share that do not vest within 60 days.

(5) Includes options to purchase 100,000 shares of our common stock at $3.28 per share, options to purchase

1 unchanged sentence

to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per

share, options to purchase 33,333 shares of our common stock at $10.09 per share and options to purchase 16,667 shares of common stock

at $8.57 per share that have vested or are vesting within 60 days.

Excludes options to purchase 16,667 shares of our common stock at $10.09

per share, options to purchase 50,000 shares of our common stock at $8.57 per share and options to purchase 50,000 shares of common stock

at $5.36 per share that do not vest within 60 days.

share, options to purchase 50,000 shares of our common stock at $10.09 per share, options to purchase 33,334 shares of our common stock

at $8.57 per share and options to purchase 16,667 shares of our common stock at $5.36 per share that have vested or are vesting within

Excludes options to purchase 16,666 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of our common

stock at $5.36 per share and options to purchase 50,000 shares of common stock at $8.58 per share that do not vest within 60 days.

(6) Includes options to purchase 100,000 shares of our common stock at $3.28 per share, options to purchase

45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, options

to purchase 50,000 shares of our common stock at $2.96 per share, options to purchase 35,000 shares of our common stock at $5.49 per share,

options to purchase 25,000 shares of our common stock at $18.11 per share, options to purchase 33,333 shares of our common stock at $10.09

per share and options to purchase 16,667 shares of common stock at $8.57 per share that have vested or are vesting within 60 days.

options to purchase 16,667 shares of our common stock at $10.09 per share, options to purchase 50,000 shares of our common stock at $8.57

per share and options to purchase 50,000 shares of common stock at $5.36 per share that do not vest within 60 days.

to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per

share, options to purchase 50,000 shares of our common stock at $10.09 per share, options to purchase 33,334 shares of our common stock

at $8.57 per share and options to purchase 16,667 shares of our common stock at $5.36 per share that have vested or are vesting within

Excludes options to purchase 16,666 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of our common

stock at $5.36 per share and options to purchase 50,000 shares of common stock at $8.58 per share that do not vest within 60 days.

(7) Includes options to purchase 50,000 shares of our common stock at $5.39 per share, options to purchase

1 unchanged sentence

to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per

share, options to purchase 33,333 shares of our common stock at $10.09 per share and options to purchase 16,667 shares of common stock

at $8.57 per share that have vested or are vesting within 60 days.

Excludes options to purchase 16,667 shares of our common stock at $10.09

per share, options to purchase 50,000 shares of our common stock at $8.57 per share and options to purchase 50,000 shares of common stock

at $5.36 per share that do not vest within 60 days.

share, options to purchase 50,000 shares of our common stock at $10.09 per share, options to purchase 33,334 shares of our common stock

at $8.57 per share and options to purchase 16,667 shares of our common stock at $5.36 per share that have vested or are vesting within

Excludes options to purchase 16,666 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of our common

stock at $5.36 per share and options to purchase 50,000 shares of common stock at $8.58 per share that do not vest within 60 days.

(8) Includes options to purchase 30,000 shares of our common stock at $3.30 per share, options to purchase

1 unchanged sentence

to purchase 35,000 shares of our common stock at $2.93 per share, options to purchase 70,000 shares of our common stock at $2.96 per share,

options to purchase 50,000 shares of our common stock at $5.49 per share and options to purchase 10,000 shares of common stock at $10.09

per share that have vested or are vesting within 60 days.

Excludes options to purchase 40,000 shares of our common stock at $18.11 per

share, options to purchase 30,000 shares of our common stock at $10.09 per share, options to purchase 50,000 shares of our common stock

at $8.57 per share and options to purchase 50,000 shares of common stock at $5.36 per share that do not vest within 60 days.

(9) Based on Schedule 13G/A as filed with the SEC and dated on February 13, 2024

options to purchase 50,000 shares of our common stock at $5.49 per share, options to purchase 20,000 shares of common stock at $10.09

per share, options to purchase 25,000 shares of our common stock at $8.57 per share, options to purchase 12,500 shares of our common

stock at $5.36 per share and options to purchase 12,500 shares of our common stock at $8.58 per share that have vested or are vesting

within 60 days.

Excludes options to purchase 40,000 shares of our common stock at $18.11 per share, options to purchase 20,000 shares

of our common stock at $10.09 per share, options to purchase 25,000 shares of our common stock at $8.57 per share, options to purchase

37,500 shares of common stock at $5.36 per share and options to purchase 37,500 shares of our common stock at $8.58 per share that do

not vest within 60 days.

(9) Based on Schedule 13G/A as filed with the SEC and dated on January 25, 2024.

18 unchanged sentences

Under the terms of the 2022

Plan, 10,000,000 shares of Common Stock were made available for issuance under the 2022 Plan, in addition to the shares available under

the 2019 Omnibus Incentive Plan (the “2019 Plan”) and the 2015 Omnibus Incentive Plan (the “2015 Plan”).

outstanding under a previous stock option plan will remain subject to and be paid under such plan, and any shares subject to outstanding

awards under a previous plan that subsequently cease to be subject to such awards (other than by reason of settlement of the awards in

shares) will automatically become available for issuance under the 2022 Plan.

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

1 unchanged sentence

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.

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.

time of grant and shall be at least equal to the fair market value on such date.

If the grantee is a 10% stockholder on the grant date,

then the exercise price shall not be less than 110% of fair market value of the Company’s shares of common stock on the grant date.

Stock options may be granted under the 2022 Plan for an exercise period of up to ten years from the date of grant of the option or such

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

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.

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.

The purpose of the 2022 Plan is to retain the services

of valued key employees and consultants of our Company and such other persons, and to encourage such persons to acquire a greater proprietary

interest in our Company, thereby strengthening their incentive to achieve the objectives of the shareholders of our Company.

interest in our Company, thereby strengthening their incentive to achieve the objectives of the stockholders of our Company.

is also to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive to consultants.

2 unchanged sentences

Transactions with related persons

There have been no transactions, since October 1,

2022, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000

or one percent of the average of the smaller reporting company’s total assets at year end for the last two completed fiscal years,

and in which any of the following persons had or will have a direct or indirect material interest.

any director or executive officer of our Company;

any beneficial owner of shares carrying more than 5% of the voting rights attached to our outstanding

shares of common stock;

any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any

of the foregoing persons.

There has not been nor is there currently proposed

any transaction or series of similar transactions requiring disclosure in this Annual Report to which we were or are a party in which

any director, executive officer, holder of more than 5% of our Common Stock or any member of the immediate family of any of the foregoing

persons had or will have a direct or indirect material interest, other than compensation for legal services, described below, and compensation

agreements and other arrangements which are described in “Item 11.

Executive Compensation” and “Item 12.

Security Ownership

of Certain Beneficial Owners and Management”.

In accordance with the charter of the Company’s Audit Committee, the Company’s

policy is to require that any related party transactions be reviewed and approved by the Audit Committee.

Legal Services

During the year ended September 30, 2025, the brother

of our CEO provided legal services to the Company.

In exchange for these services, the Company paid $88,541 to the brother of our CEO

and issued options to purchase 50,000 shares of our common stock at $8.58 per share.

The grant date fair value of the options was $308,200

computed in accordance with FASB ASC Topic 718.

The value does not necessarily reflect the actual value that may be realized by the related

party upon vesting.

The options vest in four equal tranches based on four performance milestones.

All such services provided by the related party to

the Company were made in the ordinary course of business.

Compensation of Named Executive Officers and

24 unchanged sentences

professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly

reports, services performed in connection with regular filings with the Commission for the fiscal years ended September 30, 2024 and 2023

in connection with statutory and regulatory filings or engagements.

reports, services performed in connection with regular filings with the Commission, including comfort and consent letters for the fiscal

years ended September 30, 2025 and 2024 in connection with statutory and regulatory filings or engagements.

Policy on Pre-Approval by Audit Committee of

8 unchanged sentences

STATEMENT SCHEDULES

Underwriting Agreement

Sales Agreement, dated July 25, 2025, by and between the Company and TD Securities (USA) LLC (incorporated by reference to our Current Report on Form 8-K filed on July 28, 2025)

Articles of Incorporation and Bylaws

6 unchanged sentences

2015 Omnibus Incentive Plan (incorporated by reference to our Annual Report on Form 10-K filed on December 29, 2015)

2019 Omnibus Incentive Plan (incorporated by reference to our Proxy Statement, Annex B, dated February 11, 2019, as filed on February 11, 2019)

2022 Omnibus Incentive Plan (incorporated by reference to our Proxy Statement, dated April 11, 2022, Annex A, filed on April 11, 2022)

2019 Omnibus Incentive Plan (incorporated by reference to our Proxy Statement, dated February 11, 2019, as filed on February 11, 2019)

2022 Omnibus Incentive Plan (incorporated by reference to our Registration Statement on Form S-8, as filed on June 10, 2022)

Amendment No.1 to 2022 Omnibus Incentive Plan (incorporated by reference to our Current Report on Form 8-K filed on June 13, 2025)

Employment Agreement, dated as of July 5, 2013, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 14, 2013)

3 unchanged sentences

Third Amendment to Employment Agreement, dated April 7, 2022 by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on April 8, 2022)

Fourth Amendment to Employment Agreement, dated July 3, 2025, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on July 3, 2025)

Amended and Restated Employment Agreement by and between the Company and with Sandra Boenisch (incorporated by reference to our Annual Report on Form 10-K filed on December 11, 2017)

3 unchanged sentences

2 to Amended and Restated Employment Agreement between the Company and Sandra Boenisch, dated February 28, 2022 (incorporated by reference to our Current Report on Form 8-K filed on March 4, 2022)

Amendment No.

3 to Amended and Restated Employment Agreement between the Company and Sandra Boenisch, dated July 3, 2025 (incorporated by reference to our Current Report on Form 8-K filed on July 3, 2025)

Purchase Agreement dated February 3, 2023 by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 7, 2023)

1 unchanged sentence

Code of Ethics Adopted on August 1, 2023 (incorporated by reference to our Annual Report on Form 10-K filed on November 27, 2023)

Insider Trading Policy

Insider Trading Policy (incorporated by reference to our Annual Report on Form 10-K filed on December 23, 2024)

Subsidiaries of the Registrant

25 unchanged sentences

be signed on its behalf by the undersigned thereunto duly authorized.

December 23, 2024

November 25, 2025

ANAVEX LIFE SCIENCES CORP.

5 unchanged sentences

/s/ Christopher Missling, PhD

December 23, 2024

November 25, 2025

Christopher Missling, PhD

1 unchanged sentence

/s/ Sandra Boenisch

December 23, 2024

November 25, 2025

Sandra Boenisch, CPA, CGA

1 unchanged sentence

/s/ Jiong Ma, PhD

December 23, 2024

November 25, 2025

Jiong Ma, PhD

1 unchanged sentence

/s/ Claus van der Velden, PhD

December 23, 2024

November 25, 2025

Claus van der Velden, PhD

/s/Athanasios Skarpelos

December 23, 2024

November 25, 2025

Athanasios Skarpelos

/s/ Steffen Thomas, PhD

December 23, 2024

November 25, 2025

Steffen Thomas, PhD

/s/ Peter Donhauser, D.O.

December 23, 2024

November 25, 2025

Peter Donhauser, D.O.

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 9A. Controls and Procedures