ANAVEX LIFE SCIENCES CORP. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, our chief executive officer and our principal financial officer, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision 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 Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2025. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on this evaluation, our management concluded 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 During the quarter ended September 30, 2025, there were no material changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a 15(d) or 15d 15(d) of the Exchange Act that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. ITEM 9B OTHER INFORMATION 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, as defined in Item 408(a) of Regulation S-K) during the three-month period ended September 30, 2025. ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 73 PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Directors and Executive Officers Our directors are to be elected at our annual meeting and each director elected is to hold office until his or her successor is elected and qualified. Our Board of Directors may remove our officers at any time. Our directors and executive officers, their ages, positions held, and duration of such, are as follows: Name Position Age Date first appointed Christopher Missling, PhD Director, President, Chief Executive Officer, Secretary 60 July 5, 2013 Jiong Ma, PhD Director, Chair 61 May 25, 2021 Athanasios Skarpelos Director 59 January 9, 2013 Claus van der Velden, PhD Director 53 March 2, 2018 Steffen Thomas, PhD Director 59 June 15, 2015 Peter Donhauser, D.O. Director 60 February 8, 2017 Sandra Boenisch, CPA, CGA Principal Financial Officer, Treasurer 44 October 1, 2015 Board Leadership Structure The Board of Directors is composed of a majority of independent directors and the Chief Executive Officer of the Company. Our Board of Directors has appointed an independent Board Chair, Dr. Jiong Ma. As Board Chair, Dr. Ma has the authority, among other things, to call and preside over meetings of our Board, to set meeting agendas, and to determine materials to be distributed to the Board. The Company believes separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of our Board in its oversight of the business and affairs of the Company. In addition, the Company believes that having an independent Board Chair creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of our Board to monitor whether management’s actions are in the best interests of the Company and its stockholders. The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee each have oversight over specific areas of responsibility, as discussed further below. Board of Directors’ Role in Risk Oversight The Board of Directors is responsible for oversight of the Company’s risk management process. The Board administers this oversight function directly through the Board of Directors as a whole, as well as through the committees of the Board. Areas of focus include economic risk, operational risk, financial risk (accounting, investment or liquidity, and tax), competitive risk, legal and regulatory risk, cybersecurity risk and compliance and reputational risks. The Board of Directors is supported by regular reporting by management, which is designed to give the Board of Directors visibility over the Company’s operations and activities to adequately identify key risks and understand management’s risk mitigation strategies. Business Experience The following is a brief account of the education and business experience of directors and executive officers during at least the past five years, indicating their principal occupations during the period, and the names and principal businesses of the organizations by which they were employed. 74 Christopher Missling, PhD . Christopher Missling 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. (NASDAQ: CRIS) and ImmunoGen, Inc. (NASDAQ: IMGN). Dr. 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. Dr. 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. Dr. 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. Dr. 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 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. Dr. 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. Dr. Ma is a Kauffman Fellow . Claus van der Velden, PhD . Claus van der Velden, PhD brings significant expertise in management, accounting, internal controls, information security and risk management. Since May 2021, 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. 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. Dr. 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 . Athanasios (Tom) Skarpelos is a self-employed investor with over 25 years of experience working with private and public companies with a focus on biotechnology companies involved in drug discovery and drug development projects. His experience has led to relationships with researchers at academic institutes in Europe and North America. Mr. Skarpelos is a founder of Anavex. Steffen Thomas, PhD . Steffen Thomas has over 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. Dr. 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. Dr. Thomas has particular expertise in small molecule pharmaceuticals. He holds MS and PhD degrees in Chemistry from the University of Munich. 75 Peter Donhauser, D.O. Peter Donhauser had more than 20 years of expertise in clinical research prior to practicing osteopathic medicine with an integrated medical approach in private practice beginning in 2000. He worked at the University Hospital of Munich in the fields of geriatrics and neuromusculoskeletal diseases. During this time, he was a clinical trial investigator in multiple Phase 3 studies, including studies sponsored by Merck Sharp & Dohme, Merck, Boehringer Mannheim, Roche, Servier and Sanofi. He received his human medicine degree at the University of Munich and Doctor of Osteopathic Medicine (D.O.) from the German-American Academy for Osteopathy, or DAAO, a member of the European Register for Osteopathic Physicians, or EROP, at the Philadelphia College of Osteopathic Medicine. Sandra Boenisch, CPA, CGA. Ms. Boenisch is a Chartered Professional Accountant (CPA, CGA) with approximately 20 years of accounting, audit and financial reporting experience in a variety of industries, both in the United States and Canada. Ms. Boenisch was an independent consultant, providing financial reporting services to a range of public companies in the United States and Canada since January 2012. From 2008 until 2012, Ms. Boenisch was employed at BDO Canada LLP (Vancouver, BC) where she was hired as a Senior Accountant and was later promoted to Manager, Audit Assurance. Ms. Boenisch specialized in managing assurance engagements for public companies in the United States and Canada. Prior to that, Ms. Boenisch worked for another public accounting firm from 2001 to 2008. As an independent consultant, Ms. Boenisch has acquired considerable experience in finance, governance, and regulatory compliance. She holds a BComm from Laurentian University. Family Relationships There are no family relationships between any director or executive officer. Involvement in Certain Legal Proceedings There are no material proceedings to which any director or executive officer or any associate of any such director or officer is a party adverse to our Company or has a material interest adverse to our Company. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than ten percent (10%) of our outstanding common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish us with all copies of Section 16(a) forms they file. Based solely on our review of the forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and persons who own more than 10% of our common stock were complied with in fiscal year 2025, except for the following late filings: · Form 4 filed December 6, 2024 for Sandra Boenisch; and · Form 4 filed December 6, 2024 for Christopher Missling. Business Code of Conduct & Ethics Our Board adopted a code of business ethics and conduct (the “ Code of Ethics ”), applicable to all of our executives, directors and employees. The Code of Ethics is available in print to any stockholder that requests a copy. Copies may be obtained by contacting Investor Relations at our corporate headquarters. Our Code of Ethics is also available on our website at www.anavex.com/corporate-governance . We intend to make any disclosures regarding amendments to, or waivers from, the Code of Business Conduct required under Form 8-K by posting such information on our website. 76 Insider Trading Policy We have an Insider Trading Policy that provides guidelines with respect to transactions in our securities by insiders and the handling of our confidential information and the confidential information of the companies with which we engage in transactions or do business. The policy promotes compliance with U.S. federal, securities laws that prohibit certain persons who are aware of material non-public information relating to us from (1) purchasing, selling, or otherwise engaging in transactions in our securities, or (2) providing material non-public information to other persons who may trade on the basis of that information. In addition, our Insider Trading Policy prohibits our directors, officers, employees and consultants from engaging in short sales, transactions in publicly traded options such as put, calls or other derivative securities, hedging transactions and other inherently speculative transactions with respect to our stock at any time. Our policy further prohibits such persons from engaging in transactions involving any loan, pledge or other transfer of beneficial ownership of the Company’s securities without obtaining advance clearance of the proposed transaction from our Insider Trading Compliance Officer. Information Regarding Committees of the Board of Directors The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for fiscal 2025: Name Audit Committee Compensation Committee Nominating and Corporate Governance Committee Christopher Missling, PhD Jiong Ma, PhD X Claus van der Velden, PhD X * X * X * Athanasios Skarpelos Steffen Thomas, PhD X X X Peter Donhauser, D.O. X X Meetings in 2025 4 7 3 *Committee Chair Audit Committee and Audit Committee Financial Experts The Audit Committee is composed of three directors, each of whom is independent. The Audit Committee operates under a charter that was adopted by our Board of Directors. The Audit Committee oversees and reports to our Board of Directors on various auditing and accounting-related matters, including, among other things, the maintenance of the integrity of our financial statements, reporting process and internal controls; the selection, evaluation, compensation and retention of our independent registered public accounting firm; legal and regulatory compliance, including our disclosure controls and procedures; and oversight over our risk management policies and procedures. Our Board of Directors has determined that Claus van 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 audited consolidated financial statements with management. The Audit Committee has discussed with the Company’s independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the Securities and Exchange Commission (the “SEC”). In addition, 77 the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered accounting firm its independence from the Company and management. Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited consolidated financial statements for the Company for the fiscal year ended September 30, 2025 be included in this Annual Report on Form 10-K for the year ended September 30, 2025. The foregoing report has been furnished by the Audit Committee. Claus van der Velden (Chairman) Jiong Ma Steffen Thomas Compensation Committee The Compensation Committee is composed of three directors, each of whom is independent. The Compensation Committee operates under a charter that was adopted by our Board of Directors. The Compensation Committee assists our Board of Directors in discharging its responsibilities relating to the compensation of our directors and executive officers. Its responsibilities include, among other things: reviewing, approving and recommending compensation programs and arrangements applicable to our officers; determining the objectives of our executive officer compensation programs; overseeing the evaluation of our senior executives; administering our incentive compensation plans and equity-based plans, including reviewing and granting equity awards to our executive officers; and reviewing and approving director compensation and benefits. The Compensation Committee can delegate to other members of our Board of Directors, or an officer or officers of the Company, the authority to review and grant share-based compensation for employees who are not executive officers. The Compensation Committee has the responsibilities and authority designated by NASDAQ rules and the Compensation Committee Charter. Specifically, the Compensation Committee has the sole discretion to select and receive advice from a compensation consultant, legal counsel or other adviser and is directly responsible for oversight of their work. The Compensation Committee must also determine reasonable compensation to be paid to such advisors by us. The Compensation Committee met seven times during fiscal 2025 and also acted by written consent as required. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee (the “NCG Committee”) is appointed by the Board to oversee and evaluate the Board’s performance and the Company’s compliance with corporate governance regulations, guidelines and principles, to identify individuals qualified to become Board members, to recommend to the Board proposed nominees for Board membership, and to recommend to the Board directors to serve on each standing committee. The NCG Committee seeks to assemble a Board that possesses the appropriate balance of professional and industry knowledge, financial expertise and management experience that is necessary to oversee the Company’s business. The NCG also recognizes the importance of diversity in Board composition, including diversity of experience, gender and ethnicity and seeks to continually strive towards optimal diversity. The NCG Committee operates under a charter that was adopted by our Board of Directors. The NCG Committee met three times during fiscal 2025 and also acted by written consent as required. ITEM 11. 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. 78 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 The intent of the Company’s compensation program for our named executive officers is to attract and retain talent, to create incentives for and to reward excellent performance. We seek to compensate our named executive officers in a manner that is competitive, rewards performance that creates stockholder value, recognizes individual contributions, and encourages long-term value creation. The Compensation Committee meets at least once per year to review and evaluate the compensation of our named executive officers and each officer’s performance. The Compensation Committee utilizes quantitative and qualitative factors, including the accomplishment of initiatives, attitude, and leadership and applies overall judgment to assess performance, taking into account the financial condition of the Company. In setting compensation, the Compensation Committee considers the outcome of the most recent say-on-pay vote, as well as stockholder feedback throughout the year, when making compensation decisions for our executive officers. In our most recent say-on-pay vote, conducted at our 2024 annual meeting of stockholders, held on 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 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. The Compensation Committee believes that a significant portion of each named executive officer’s compensation opportunity should be tied to variable compensation and value creation for stockholders. The Compensation Committee believes this mix provides an appropriate balance between the financial security required to attract and retain qualified individuals, and the Compensation Committee’s goal of ensuring that the compensation of our named executive 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 The Compensation Committee makes recommendations to the Board regarding the compensation of our named executive officers, including the structure and design of the compensation programs. The Compensation Committee is responsible for retaining and terminating compensation consultants and determining the terms and conditions of their engagement. 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. 79 Base Salary 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 The Company has an annual discretionary cash bonus program. We provide such bonuses to motivate executive officers to perform on behalf of general corporate goals and to perform in their areas of responsibility. 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 be paid. 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. We have 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 future. 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 . Our employee medical and welfare benefit plans include medical, dental, life, disability and accidental death and dismemberment insurance. 80 401(k) Plan . We have 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. The 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  No 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 Risks 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 In November 2023, the Board adopted an executive officer compensation clawback policy that may be applied in the event of a material financial restatement. The clawback policy covers all of the named executive officers and includes all incentive-based compensation. Specifically, in the event of an accounting restatement, the Company must recover, reasonably promptly, erroneously awarded compensation in amounts determined pursuant to the policy. Compensation that may be recoverable under the policy includes cash or equity-based compensation for which the grant, payment or vesting (or any portion thereof) is or was predicated upon the achievement of specified financial results that are impacted by the material financial restatement, and the amount of compensation that may be impacted by the clawback policy is the difference between the amount paid or granted, and the amount that should have been paid or granted, if calculated on the updated financials. Recovery under the policy with respect to an executive officer will not require the finding of any misconduct by such executive officer or such executive officer being found responsible for the accounting error leading to an accounting restatement. Our equity awards provide that the Company may annul an award if the grantee incurs a separation from service for “cause” (as defined in the agreements). In such case, all awards and any amounts or benefits received or outstanding shall be subject to cancellation, recoupment, rescission, payback and other action in accordance with the terms 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 81 Stock Ownership Guidelines We do not have any stock ownership guidelines, ownership goals or holding requirements. If and as we succeed in achieving approval for and commercializing our product candidates, we expect that we will adapt the elements of our compensation program as appropriate and may include or substitute other elements in our compensation program. Changes in the elements of our compensation program may also reflect changes in the importance of tax or accounting treatments of a particular element of our compensation program. Policies and Practices for Granting Certain Equity Awards Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible employees. The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions and internal milestones. 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 of grant. 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 in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its 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 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. 82 The foregoing report has been furnished by the Compensation Committee Claus van der Velden, Committee Chair Steffen Thomas Peter Donhauser Summary Compensation The particulars of compensation paid to our named executive officers for the last three completed fiscal years: All other Option Compen- Name and Principal Salary Bonus Awards sation Total Position Year ($) ($) ($) ($) (1) ($) Christopher Missling, PhD 2025 723,485 140,000 3,083,000 12,600 3,959,085 President, Chief Executive Officer, and 2024 700,000 140,000 1,927,600 16,100 2,783,700 Director 2023 700,000 124,753 3,066,200 3,500 3,894,453 Sandra Boenisch (2) 2025 199,858 37,709 308,200 9,503 555,270 Principal Financial Officer and Treasurer 2024 201,468 — 192,700 8,059 402,227 2023 186,883 — 306,700 7,475 501,058 (1) Comprised of employer matching of defined contribution savings plans. (2) Compensation to Ms. Boenisch denominated in Canadian Dollars and has been translated to US dollars at an exchange rate of 0.714188 during the year ended September 30, 2025 (2024: 0.73733; 2023: 0.7416). Employment Agreements Christopher Missling We and Dr. Missling entered into an 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. Missling an annual base salary of $800,000. In addition, Dr. Missling is eligible to earn an annual cash bonus for each whole or partial calendar year of up to twenty percent of his base salary, and to participate in our employee benefit plans. We have agreed to indemnify Dr. Missling in connection with his provision of services to us. Sandra Boenisch We and Ms. Boenisch entered into an amended and restated 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 $279,840 Canadian dollars. In addition, Ms. Boenisch is eligible to earn an annual cash bonus for each whole or partial calendar year of up to twenty percent of her base salary, and to participate in our employee benefit plans. Ms. Boenisch is eligible for discretionary salary increases. Grants of Plan Based Awards The following table sets forth the awards granted for each named executive officer during the year ended September 30, 2025 under our 2022 Omnibus Incentive Plan: 83 All other option awards Name Grant Date Number of securities underlying options (#) (1) Exercise or base price of option award ($/sh) Grant date fair value of option awards ($) (2) Christopher Missling, PhD March 31, 2025 500,000 $ 8.58 $ 3,083,000 Sandra Boenisch March 31, 2025 50,000 $ 8.58 $ 308,200 (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 The following table sets forth for each named executive officer and director certain information concerning the outstanding equity awards as of September 30, 2025. Option Awards Equity Incentive Plan Awards: Number of Number of Number of Securities Securities Securities Underlying Underlying Underlying Option Exercisable Options Unexercisable Options Unexercised Unearned Options Exercise Price Option Expiration Name (#) (#) (#) ($) Date Christopher 379,625 — — 6.26 July 5, 2026 Missling 861,429 — — 7.06 July 18, 2026 500,000 — — 3.28 September 22, 2026 450,000 — — 5.92 May 12, 2027 400,000 — — 3.30 December 13, 2027 450,000 — — 2.30 May 15, 2028 409,500 — — 2.58 October 1, 2028 750,000 — — 3.15 May 3, 2029 550,000 — — 2.96 January 6, 2030 550,000 — — 5.49 December 30, 2030 — 500,000 — 18.11 August 2, 2031 166,667 333,333 — 7.54 June 14, 2032 250,000 250,000 — 10.09 June 27, 2032 250,000 250,000 — 8.57 March 31, 2033 125,000 375,000 — 5.36 February 20, 2034 125,000 375,000 — 8.58 March 31, 2035 Sandra Boenisch 30,000 — — 3.30 December 13, 2027 30,000 — — 2.30 May 15, 2028 27,300 — — 2.58 October 1, 2028 35,000 — — 2.93 June 4, 2029 70,000 — — 2.96 January 6, 2030 50,000 — — 5.49 December 30, 2030 — 40,000 — 18.11 August 2, 2031 20,000 20,000 — 10.09 June 27, 2032 25,000 25,000 — 8.57 March 31, 2033 12,500 37,500 — 5.36 February 20, 2034 12,500 37,500 — 8.58 March 31, 2035 84 On March 31, 2025, our Compensation Committee granted options to our Chief Executive Officer and Principal Financial Officer, which vest in four equal tranches based on four performance milestones including 1) the Company engaging in a second Regulatory dialogue for blarcamesine, 2) the publication of preclinical blarcamesine prevention Alzheimer’s disease data, 3) the publication of blarcamesine clinical/biomarker Alzheimer’s disease data and 4) the Company entering into a collaboration or licensing agreement. Option Exercises and Stock Vested The following table sets forth for each named executive officer awards that were exercised during the year ended September 30, 2025: Option Awards Name Number of shares acquired on exercise (#) Value realized on exercise ($) Christopher Missling 687,500 5,161,206 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 CEO . 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 $248,195. The median employee’s annual total compensation includes annualized base salary, annualized bonus, annualized 401(k) or RRSP matching contributions, and the fair value of awards granted during the fiscal year ended September 30, 2025 under our 2022 Omnibus Incentive Plan. With respect to the CEO, we used the amount reported as total compensation in the Summary Compensation Table included above. Any estimates and assumptions used to calculate total annual compensation are described in footnotes to the Summary Compensation Table. 85 Compensation of Directors The table below shows the compensation of our directors who were not our named executive officers for the fiscal year ended September 30, 2025: Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) (1) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Jiong Ma 41,000 — 323,060 — — — 364,060 Claus van der Velden 41,000 — 323,060 — — — 364,060 Athanasios Skarpelos 25,000 — 323,060 — — — 348,060 Steffen Thomas 25,000 — 323,060 — — — 348,060 Peter Donhauser 25,000 — 323,060 — — — 348,060 (1) Includes stock option awards valued based on the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718. The amounts shown in the table above do not necessarily reflect the actual value that may be realized by the non-employee director upon vesting. On September 30, 2025, the aggregate number of outstanding vested and unvested stock option awards held by each director was as follows: Dr. Ma possessed options to purchase 260,000 shares, Dr. van der Velden possessed options to purchase 405,500 shares, Mr. Skarpelos possessed options to purchase 455,500 shares, Dr. Thomas possessed options to purchase 455,500 shares and Dr. Donhauser possessed options to purchase 405,500 shares. We currently compensate non-employee directors $25,000 per year, paid quarterly. We compensate Dr. Ma an additional $4,000 per quarter for acting as Chair. We compensate Claus van der Velden an additional $4,000 per quarter for performing the functions of Chairman of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. We regularly grant members of the Board of Directors awards of options. Each Board member is granted options initially when they join the Board of Directors, which typically vest over a three-year period. Additionally, we grant awards on an annual basis. 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 for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. Our Board of Directors may award further special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. Retirement or Similar Benefit Plans There are no arrangements or plans in which we provide retirement or similar benefits for our directors. Executive officers are eligible for the broad-based retirement plans described more fully above. Resignation, Retirement, Other Termination, or Change in Control Arrangements Potential Payments Upon Termination The Company is a party to employment contracts with our Chief Executive Officer and Principal Financial Officer that contain provisions for payment of severance upon termination by either the Company without cause or by the employee for good reason. General terms of these arrangements are described below. 86 Our CEO Employment Agreement with Dr. Missling contains provisions regarding our obligations upon his termination and upon a Change in Control. Any capitalized term not defined herein is used as defined in the CEO Employment Agreement. If Dr. Missling’s employment is terminated by us without Cause, he is entitled to receive payments by us consisting of (i) reimbursement of any unpaid business expenses to which he is entitled to reimbursement that were incurred prior to the effective date of his termination, (ii) all vested compensation and benefits to which he is entitled as of the Termination Date, (iii) a severance payment consisting of the three times the sum of (a) his annual salary in effect at the time of termination and (b) the average of the annual Bonuses payable to him for the last three completed calendar years prior to the Termination Date, (iv) all outstanding and unvested stock options and all options previously vested will become and remain exercisable for no less than three years from the Termination Date; (v) all of his unvested and outstanding restricted stock, restricted stock units or other equity awards that are unvested and outstanding as of the Termination Date shall vest and be settled within ten business days after the Termination Date, (vi) life insurance coverage until the end of the term of the CEO Employment Agreement; and (vii) continued participation in all medical, dental and hospitalization benefits plans or programs for Dr. Missling and his eligible dependents for 36 months or until he receives similar benefits at a new employer, at his sole cost. If Dr. Missling’s employment is terminated by him for Good Reason, he is entitled to receive the same as the above, however the severance payment will consist of three times his annual salary in effect at the time of termination and two times the average annual Bonuses payable to him for the last three completed calendar years prior to the Termination Date. If Dr. Missling was terminated by the Company without cause on September 30, 2025, he would have been entitled to a severance payment of $2.8 million. If Dr. Missling terminated his employment for Good Reason on September 30, 2025, he would have been entitled to a severance payment of $2.7 million. Our CFO Employment Agreement with Ms. Boenisch contains provisions regarding our obligations upon her termination. Any capitalized term not defined herein is used as defined in the CFO Employment Agreement. Under the CFO Employment Agreement, if Ms. Boenisch is terminated without Cause, the Company shall pay Ms. Boenisch severance compensation equal to twelve months base salary payable by the Company for the twelve-month period following the Termination. In addition, the Company must provide Ms. Boenisch thirty (30) day notice of her Termination. If the Company opts to have Ms. Boenisch cease providing services to the Company prior to the expiration of the thirty (30) day notice-period (the “Notice Period”), Ms. Boenisch shall receive the Compensation and Benefits for the full length of the Notice Period as if such period was not waived. In addition, any unvested stock options or stock awards vesting in the contract year of Termination held by Ms. Boenisch as of the Date of Termination shall immediately vest. If Ms. Boenisch was terminated by the Company without cause on September 30, 2025, she would have been entitled to continued salary payments equal to $0.2 million in total. The following table presents accelerated vesting for certain equity awards outstanding at the time of the executive’s termination for each Named Executive Officer, if employment were terminated by either the Company without cause or by Dr. Missling for good reason on September 30, 2025: Vesting Upon Termination Named Executive Officer Unvested Stock Options (#) Stock Option Awards Estimated Benefit ($) (1) Dr. Christopher Missling 2,083,333 1,983,333 Sandra Boenisch — (2) — (1) Estimated benefit based on the closing stock price of $8.90 at September 30, 2025. (2) Ms. Boenisch’s unvested stock options at September 30, 2025 all contained performance based vesting conditions, therefore such options would not automatically vest upon Termination. 87 Potential Payments Upon Change in Control If the Company is subject to a Change in Control, then the CEO Employment Agreement and the CFO Employment Agreement provide that all previously granted but unvested stock options held by Dr. Missling and Ms. Boenisch shall vest. The following table presents accelerated vesting for certain equity awards outstanding to the Named Executive Officer, if a change in control had occurred at September 30, 2025: Vesting Due to Change in Control Named Executive Officer Unvested Stock Options (#) Stock Option Awards Estimated Benefit ($) (1) Dr. Christopher Missling 2,083,333 1,983,333 Sandra Boenisch 160,000 153,000 (1) Estimated benefit based on the closing stock price of $8.90 at September 30, 2025. For a complete description of these terms and conditions please refer to the CEO Employment Agreement and CFO Employment Agreement (and their amendments) filed as exhibits to this Annual Report on Form 10-K. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 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 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. Title of class Name and address of beneficial owner Amount and nature of beneficial ownership Percent of class (1) Directors and Named Executive Officers Common Stock Christopher Missling (CEO/Director) 7,727,386 (2) 8.1 % Common Stock Jiong Ma (Director, Chair) 160,001 (3) * Common Stock Claus van der Velden (Director) 305,501 (4) * Common Stock Athanasios Skarpelos (Director) 1,661,959 (5) 1.9 % Common Stock Steffen Thomas (Director) 399,152 (6) * Common Stock Peter Donhauser (Director) 310,501 (7) * Common Stock Sandra Boenisch (Principal Financial Officer) 335,262 (8) * Common Stock Directors & Executive Officers as a group (7 persons) 10,899,762 11.2 % 5% Holders Common Stock BlackRock, Inc. 55 East 52 nd Street New York, NY 10055 6,671,075 (9) 7.5 % *Less than 1% 88 (1) Percentage of ownership is based on 89,348,107 of our common stock issued and outstanding as of November 24, 2025. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants but are not deemed outstanding for purposes of computing the percentage ownership of any other person. (2) Includes options to purchase 379,625 shares of our common stock at $6.26 per share, options to purchase 861,429 shares of our common stock at $7.06 per share, options to purchase 500,000 shares of our common stock at $3.28 per share, options to purchase 450,000 shares of our common stock at $5.92 per share, options to purchase 400,000 shares of our common stock at $3.30 per share, options to purchase 450,000 shares of our common stock at $2.30 per share, options to purchase 409,500 shares of our common stock at $2.58 per share, options to purchase 750,000 shares of our common stock at $3.15 per share, options to purchase 550,000 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, options to purchase 166,667 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. Excludes 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 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 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 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 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. (5) 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 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 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. 89 (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 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 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. (7) Includes options to purchase 50,000 shares of our common stock at $5.39 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 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 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. (8) Includes options to purchase 30,000 shares of our common stock at $3.30 per share, options to purchase 30,000 shares of our common stock at $2.30 per share, options to purchase 27,300 shares of our common stock at $2.58 per share, options 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, 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. Change in Control We are unaware of any contract or other arrangement, the operation of which may at a subsequent date result in a change of control of our Company. Securities Authorized for Issuance under Equity Compensation Plans or Individual Compensation Arrangements The following table summarizes certain information regarding our equity compensation plan or individual compensation arrangements at September 30, 2025: 90 Equity Compensation Plan Information Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted-average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 26,050,553 7.25 8,436,882 Equity compensation plans not approved by security holders — — — Total 26,050,553 7.25 8,436,882 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 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. 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. 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 stockholders of our Company. The purpose is also to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive to consultants. 91 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Transactions with related 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 Directors For information regarding compensation of named executive officers and directors, please see “Item 11. Executive Compensation.” Director Independence Under the NASDAQ Stock Market Rules, the Board has a responsibility to make an affirmative determination that those members of its Board that serve as independent directors do not have any relationships with the Company and its businesses that would impair their independence. The Board has determined that that Christopher Missling, PhD is not independent, as that term is defined by NASDAQ 5605(a)(2), because Mr. Missling serves as our President, Chief Executive Officer, and Secretary. The Board has determined that that Claus van der Velden, Athanasios Skarpelos, Steffen Thomas, Peter Donhauser and Jiong Ma are independent, as that term is defined by NASDAQ 5605(a)(2) and the applicable rules of the Commission. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES Fees Paid to Our Independent Registered Public Accounting Firm The following table sets forth the aggregate fees billed or expected to be billed to our Company for professional services rendered by our independent registered public accounting firm, Grant Thornton, LLP for the fiscal years ended September 30, 2025 and 2024: 2025 2024 Audit Fees $ 523,950 $ 446,250 Audit Related Fees — — Tax Fees — — All Other Fees — — Total Fees $ 523,950 $ 446,250 92 Audit Fees. Consist of fees billed for 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, 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 Services Performed by Independent Registered Public Accounting Firm Our Audit Committee pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by our Audit Committee. Our Audit Committee has considered the nature and amount of fees billed or expected to be billed by Grant Thornton LLP and believes that the provision of services for activities unrelated to the audit was compatible with maintaining Grant Thornton LLP’s independence. 93 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Exhibit Number Description (1) Underwriting Agreement 1.1 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) (3) Articles of Incorporation and Bylaws 3.1 Articles of Incorporation, as amended (incorporated by reference to our Annual Report on Form 10-K for the year ended September 30, 2021 filed on November 24, 2021) 3.2 Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on April 14, 2023) (4) Instruments Defining the Rights of Security Holders 4.1 Description of Registrant ’ s Securities (incorporated by reference to our Annual Report on Form 10-K filed on November 28, 2022) 4.2 Registration Rights 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) (10) Material Contracts 10.1^ 2015 Omnibus Incentive Plan (incorporated by reference to our Annual Report on Form 10-K filed on December 29, 2015) 10.2^ 2019 Omnibus Incentive Plan (incorporated by reference to our Proxy Statement, dated February 11, 2019, as filed on February 11, 2019) 10.3^ 2022 Omnibus Incentive Plan (incorporated by reference to our Registration Statement on Form S-8, as filed on June 10, 2022) 10.4 Amendment No.1 to 2022 Omnibus Incentive Plan (incorporated by reference to our Current Report on Form 8-K filed on June 13, 2025) 10.5^ 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) 10.6^ First Amendment to Employment Agreement, dated as of July 5, 2016, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on July 7, 2016) 10.7^ Amended and Restated First Amendment to Employment Agreement, dated as of July 18, 2016, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on July 22, 2016) 10.8^ Second Amendment to Employment Agreement, dated as of May 3, 2019 by and between the Company and Christopher Missling, PhD (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 9, 2019) 10.9^ 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) 10.10^ 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) 10.11^ 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) 10.12^ Amendment No. 1 to Amended and Restated Employment Agreement between the Company and Sandra Boenisch, dated February 4, 2020 (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 6, 2020) 94 10.13^ Amendment No. 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) 10.14^ 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) 10.15 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) (14) Code of Ethics 14.1 Code of Ethics Adopted on August 1, 2023 (incorporated by reference to our Annual Report on Form 10-K filed on November 27, 2023) 19.1 Insider Trading Policy (incorporated by reference to our Annual Report on Form 10-K filed on December 23, 2024) (21) Subsidiaries 21.1* Subsidiaries of the Registrant (23) Consent 23.1* Consent of Independent Registered Public Accounting Firm (31) Section 302 Certifications 31.1* Section 302 Certification of Christopher Missling, PhD. 31.2* Section 302 Certification of Sandra Boenisch (32) Section 906 Certifications 32.1** Section 906 Certification of Christopher Missling, PhD and Sandra Boenisch (97) Policy Relating to Recovery of Erroneously Awarded Compensation 97.1 Anavex Life Sciences Corp. Compensation Clawback Policy (incorporated by reference to our Annual Report on Form 10-K filed on November 27, 2023) (101) XBRL 101.INS* XBRL INSTANCE DOCUMENT 101.SCH* XBRL TAXONOMY EXTENSION SCHEMA 101.CAL* XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 101.DEF* XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 101.LAB* XBRL TAXONOMY EXTENSION LABEL LINKBASE 101.PRE* XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** The certification attached as Exhibit 32.1 that accompanies this Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Registrant under the Securities Act or the Exchange Act, whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing. ^ Denotes a management contract or compensatory plan or arrangement. ITEM 16. FORM 10-K SUMMARY Not Applicable. 95 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 25, 2025 ANAVEX LIFE SCIENCES CORP. By: /s/ Christopher Missling, PhD Name: Christopher Missling, PhD Title: Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signatures Title(s) Date /s/ Christopher Missling, PhD November 25, 2025 Christopher Missling, PhD Chief Executive Officer (Principal Executive Officer) and Director /s/ Sandra Boenisch November 25, 2025 Sandra Boenisch, CPA, CGA Principal Financial Officer and Treasurer (Principal Accounting Officer) /s/ Jiong Ma, PhD November 25, 2025 Jiong Ma, PhD Director, Chair /s/ Claus van der Velden, PhD November 25, 2025 Claus van der Velden, PhD Director /s/Athanasios Skarpelos November 25, 2025 Athanasios Skarpelos Director /s/ Steffen Thomas, PhD November 25, 2025 Steffen Thomas, PhD Director /s/ Peter Donhauser, D.O. November 25, 2025 Peter Donhauser, D.O. Director 96