Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
ANAVEX LIFE SCIENCES CORP.
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
December 31, 2025
(Unaudited)
4
Anavex Life Sciences Corp.
Condensed Consolidated Interim Balance Sheets
(in thousands, except share and per share amounts)
December 31,
September 30,
2025
2025
(Unaudited)
Assets
Current
Cash and cash equivalents
$ 131,749
$ 102,577
Incentive and tax receivables
844
809
Prepaid expenses and other current assets
396
429
Total Assets
$ 132,989
$ 103,815
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable
$ 2,639
$ 4,249
Accrued liabilities - Note 3
2,927
3,892
Deferred grant income - Note 4
805
805
Total Liabilities
$ 6,371
$ 8,946
Commitments and Contingencies - Note 6
Capital stock
Authorized:
10,000,000 preferred stock, par value $ 0.001 per share
—
—
200,000,000 common stock, par value $ 0.001 per share
Issued and outstanding:
92,671,758 common shares (September 30, 2025 - 86,668,521 )
93
87
Additional paid-in capital
514,654
477,230
Accumulated deficit
( 388,129 )
( 382,448 )
Total Stockholders’ Equity
$ 126,618
$ 94,869
Total Liabilities and Stockholders’ Equity
$ 132,989
$ 103,815
See
Accompanying Notes to Condensed Consolidated Interim Financial Statements
5
Anavex Life Sciences Corp.
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss
(in thousands, except share and per share amounts)
(Unaudited)
Three months ended December 31,
2025
2024
Operating expenses
General and administrative
$ 2,126
$ 3,146
Research and development
4,656
10,446
Total operating expenses
6,782
13,592
Operating loss
( 6,782 )
( 13,592 )
Other income (expense)
Grant income
—
12
Research and development incentive income
33
412
Interest income, net
1,079
1,394
Foreign exchange gain (loss)
7
( 337 )
Total other income, net
1,119
1,481
Net loss before provision for income taxes
( 5,663 )
( 12,111 )
Income tax expense, current
( 18 )
—
Net loss and comprehensive loss
$ ( 5,681 )
$ ( 12,111 )
Net Loss per share
Basic and diluted
$ ( 0.06 )
$ ( 0.14 )
Weighted average number of shares outstanding
Basic and diluted
89,029,458
84,805,974
See
Accompanying Notes to Condensed Consolidated Interim Financial Statements
6
Anavex Life Sciences Corp.
Condensed Consolidated Interim Statements of Cash Flows
(in thousands, except share and per share amounts)
(Unaudited)
Three months ended December 31,
2025
2024
Cash Flows used in Operating Activities
Net loss
$ ( 5,681 )
$ ( 12,111 )
Adjustments to reconcile net loss to net cash used in operations:
Share based compensation
1,107
2,055
Changes in working capital balances related to operations:
Incentive and tax receivables
( 35 )
( 108 )
Prepaid expenses and deposits
33
220
Accounts payable
( 1,610 )
( 5,060 )
Accrued liabilities
( 965 )
2,897
Deferred grant income
—
( 13 )
Net cash used in operating activities
( 7,151 )
( 12,120 )
Cash Flows provided by Financing Activities
Issuance of common shares, net of share issue costs
36,323
—
Proceeds from exercise of stock options
—
708
Net cash provided by financing activities
36,323
708
(Decrease) Increase in cash and cash equivalents during the period
29,172
( 11,412 )
Cash and cash equivalents, beginning of period
102,577
132,187
Cash and cash equivalents, end of period
$ 131,749
$ 120,775
Supplemental Cash Flow Information
Cash paid for state and local franchise taxes
$ 41
$ 43
See
Accompanying Notes to Condensed Consolidated Interim Financial Statements
7
Anavex Life Sciences Corp.
Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity
For the three months ended December 31, 2025 and 2024
(in thousands, except share and per share amounts)
(Unaudited)
Common Stock
Additional
Accumulated
Shares
Par Value
Paid-in Capital
Deficit
Total
Balance, October 1, 2025
86,668,521
$ 87
$ 477,230
$ ( 382,448 )
$ 94,869
Shares issued under 2025 Sales Agreement
6,003,237
6
36,317
—
36,323
Share based compensation
—
—
1,107
—
1,107
Net loss
—
—
—
( 5,681 )
( 5,681 )
Balance, December 31, 2025
92,671,758
$ 93
$ 514,654
$ ( 388,129 )
$ 126,618
Balance, October 1, 2024
84,795,517
$ 85
$ 456,249
$ ( 336,071 )
$ 120,263
Shares issued pursuant to exercise of stock options
189,932
—
708
—
708
Share based compensation
—
—
2,055
—
2,055
Net loss
—
—
—
( 12,111 )
( 12,111 )
Balance, December 31, 2024
84,985,449
$ 85
$ 459,012
$ ( 348,182 )
$ 110,915
See
Accompanying Notes to Condensed Consolidated Interim Financial Statements
8
Anavex
Life Sciences Corp.
Notes
to the Condensed Consolidated Interim Financial Statements
December
31, 2025 – Page 1
(Unaudited)
Note 1 Business Description
Business
Anavex Life Sciences Corp. (“Anavex” or
the “Company”) is a clinical stage biopharmaceutical company engaged in the development of differentiated therapeutics by
applying precision medicine to central nervous system (“CNS”) diseases with high unmet need. Anavex analyzes genomic data
from clinical trials to identify biomarkers, which are used in the analysis of its clinical trials for the treatment of neurodegenerative
and neurodevelopmental diseases.
The Company’s focus is on developing innovative
treatments for Alzheimer’s disease, Parkinson’s disease, schizophrenia, neurodevelopmental, neurodegenerative, and rare diseases,
including Rett syndrome, and other central nervous system (CNS) disorders.
Note 2 Basis of Presentation
These accompanying unaudited condensed consolidated
interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”)
and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. Accordingly,
certain information and note disclosures normally included in the annual financial statements in accordance with U.S. GAAP have been condensed
or omitted pursuant to such rules and regulations. In the opinion of management, the disclosures are adequate to make the information
presented not misleading.
These accompanying unaudited condensed consolidated
interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are
necessary for fair presentation of the information contained herein. The consolidated balance sheet as of September 30, 2025 was derived
from the audited annual financial statements but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed
consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto
included in the Company’s annual report on Form 10-K for the year ended September 30, 2025 filed with the SEC on November 25, 2025.
The Company follows the same accounting policies in the preparation of interim reports.
Certain immaterial amounts from prior periods have
been reclassified to conform to the current year’s presentation.
Operating results for the three months ended December
31, 2025 are not necessarily indicative of the results that may be expected for the year ending September 30, 2026.
Liquidity
All of the Company’s potential drug compounds
are in the clinical development stage and the Company cannot be certain that its research and development efforts will be successful or,
if successful, that its potential drug compounds will ever be approved for sales to pharmaceutical companies or generate commercial revenues.
To date, the Company has not generated any revenue from our operations. The Company expects the business to continue to experience negative
cash flows from operations for the foreseeable future and cannot predict when, if ever, its business might become profitable.
Management believes that the current working capital
position will be sufficient to meet the Company’s working capital requirements beyond the next 12 months after the date that these
unaudited condensed consolidated interim financial statements are issued. The process of drug development can be costly, and the timing
and outcomes of clinical trials are uncertain. The assumptions upon which the Company has based its estimates are routinely evaluated
and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon a number of factors
including but not limited to the design, timing and duration of future clinical trials, the progress of the Company’s research and
development programs and the level of financial resources available. The Company has the ability to adjust its operating plan spending
levels based on the timing of future clinical trials.
9
Anavex
Life Sciences Corp.
Notes
to the Condensed Consolidated Interim Financial Statements
December
31, 2025 – Page 2
(Unaudited)
Other than our rights related to the 2025 Sales Agreement
(as defined below in Note 5), there can be no assurance that additional financing will be available when needed or, if available, that
it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional financing on a timely basis,
if and when it is needed, it will be forced to delay or scale down some or all of its research and development activities.
Use of Estimates
The preparation of financial statements in accordance
with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates
estimates and assumptions related to accounting for research and development costs, incentive and tax receivables, valuation and recoverability
of deferred tax assets, share based compensation, and loss contingencies. The Company bases its estimates and assumptions on current facts,
historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not
readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s
estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will
be affected.
Principles of Consolidation
These unaudited condensed consolidated interim financial
statements include the accounts of Anavex Life Sciences Corp. and its wholly-owned subsidiaries, Anavex Australia Pty Limited (“Anavex
Australia”), a company incorporated under the laws of Australia, Anavex Germany GmbH, a company incorporated under the laws of Germany,
and Anavex Canada Ltd., a company incorporated under the laws of the Province of Ontario, Canada. All inter-company transactions and balances
have been eliminated.
Fair Value Measurements
Fair value is defined as the exchange price that would
be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair
value are reported using a three level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes
the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as
follows:
Level 1 - quoted prices (unadjusted) in active
markets for identical assets or liabilities that the Company has the ability to access at the measurement date;
Level 2 - observable inputs other than Level 1, quoted
prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets
that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and
Level 3 - assets and liabilities whose significant
value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.
At December 31, 2025 and September 30, 2025, the Company
did not have any Level 2 or Level 3 assets or liabilities.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU No. 2023-09,
“Income Taxes: Improvements to Income Tax Disclosures.” This guidance requires consistent categories and greater disaggregation
of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction. This amendment is effective for our fiscal
year ending September 30, 2026. The Company is currently assessing the impact of this guidance on its disclosures.
10
Anavex
Life Sciences Corp.
Notes
to the Condensed Consolidated Interim Financial Statements
December
31, 2025 – Page 3
(Unaudited)
In November 2024, the FASB issued ASU No. 2024-03,
“Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures”. The amendments
in ASU No. 2024-03 address investor requests for more detailed expense information and require additional disaggregated
disclosures in the notes to the financial statements for certain categories of expenses that are included on the face of the financial
statements. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning
after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of this guidance on its disclosures.
In December 2025, the FASB issued ASU 2025-11, “Interim
Reporting (Topic 270): Narrow-Scope Improvements”. The amendments in ASU No. 2025-11 are intended to improve the clarity and usability
of interim reporting guidance by reorganizing Topic 270, clarifying when interim reporting requirements apply, and consolidating interim
disclosure requirements that are currently dispersed throughout the Codification. The amendments are effective for fiscal years beginning
after December 15, 2027, and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating
the impact of this guidance on its interim reporting processes and disclosures.
Note 3 Accrued Liabilities
The principal components of accrued liabilities consist of (in thousands):
Schedule of principal components of accrued liabilities
December 31,
September 30,
2025
2025
Accrued investigator payments
$ 24
$ 96
Accrued compensation and benefits
1,228
1,562
Milestone-based contract accruals
299
523
All other accrued liabilities
1,376
1,711
Total accrued liabilities
$ 2,927
$ 3,892
Note 4 Other Income
Grant income
As of December 31, 2025,
the Company had received a $ 1 .0 million (September 30, 2025: $ 1 .0 million) research grant awarded by the Michael J. Fox Foundation for
Parkinson’s Research. The grant will be used to fund a clinical trial of the Company’s lead compound, ANAVEX ® 2-73
(blarcamesine) related to Parkinson’s disease. Of the total, $ 0.5 million was received during the year ended September 30, 2023
and $ 0.5 million was received during the year ended September 30, 2021.
The grant income has been
deferred when received and is being amortized to other income as the related research and development expenditures are incurred. During
the three months ended December 31, 2025, the Company recognized $Nil (three months ended December 31, 2024: $ 12,275 ) of this grant on
its statements of operations within grant income. At December 31, 2025 an amount of $ 0.8 million (September 30, 2025: $ 0.8 million) of
this grant is recorded as deferred grant income, representing the amount of this grant which has not yet been amortized to other income.
The Company will recognize this income on its statements of operations as the related expenditures are incurred to offset the income.
Research and development
incentive income
Research and development
incentive income represents the income earned by Anavex Australia of the Australia R&D credit. This cash incentive is received by
Anavex Australia, upon filing of a claim in connection with Anavex Australia’s annual income tax return.
11
Anavex
Life Sciences Corp.
Notes
to the Condensed Consolidated Interim Financial Statements
December
31, 2025 – Page 4
(Unaudited)
During the three months ended
December 31, 2025, the Company recorded research and development incentive income of $ 0.03 million (AUD 0.05 million) (three months ended
December 31, 2024: $ 0.4 million (AUD 0.6 million)) in respect of the Australia R&D credit for eligible research and development expenses
incurred during the period. This amount is included within Other income (expense) on the condensed consolidated interim statements of
operations and comprehensive loss.
At December 31, 2025, Incentive
and tax receivables includes $ 0.7 million (AUD 1.1 million) (September 30, 2025: $ 0.7 million (AUD 1.1 million)) relating to Australia
R&D credits earned during the period that are expected to be reimbursed upon filing of the Company’s annual claim under this
program.
The Australia R&D credit
program is a self-assess program whereby the Company must assess its eligibility each year to determine (i) if the entity is eligible
(ii) if the specific R&D activities are eligible and (iii) if the individual R&D expenditures have nexus to such R&D activities.
The Company evaluates its eligibility under the tax incentive program as of each balance sheet date based on the most current and relevant
data available. Anavex Australia is able to continue to claim the R&D tax incentive for as long as it remains eligible and continues
to incur eligible research and development expenditures.
Although the Company believes
that it has complied with all the relevant conditions of eligibility under the program for all periods claimed, the ATO has the right
to review the Company’s qualifying programs and related expenditures for a period of four years. If such a review were to occur,
the ATO may have different interpretations of certain eligibility requirements. If the ATO disagreed with the Company’s assessments
and any related subsequent appeals, it could require adjustment to and repayment of current or previous years’ claims already received.
Additionally, if the Company was unable to demonstrate a reasonably arguable position taken on such claims, the ATO could also assess
penalties and interest on any such adjustments.
Currently, the Company’s
tax incentive claims from 2020 to 2025 are open to potential review by the ATO. Additionally, the period open for review is indefinite
if the ATO suspects fraud. The Company has not provided any allowance for any such potential adjustments, should they occur in the future.
Note 5 Equity Offerings
Common Stock
Common shares are voting and are entitled to dividends
as declared at the discretion of the Board of Directors.
Preferred Stock
The Company’s Board of Directors (the “Board”) has
the authority to issue preferred stock in one or more series and to fix the rights, preferences, privileges, restrictions and the number
of shares constituting any series or the designation of the series.
2025 Sales Agreement
On July 25, 2025, the Company entered into a Sales
Agreement (the “2025 Sales Agreement”) with TD Securities (USA) LLC (the “Sales Agent”). Pursuant to the 2025
Sales Agreement, the Company may offer and sell up to an aggregate offering price of $ 150 million (the “Offering”) in shares
of common stock from time to time through the Sales Agent.
Upon delivery of a placement notice based on the Company’s
instructions and subject to the terms and conditions of the 2025 Sales Agreement, the Sales Agent may sell shares of common stock by methods
deemed to be an “at the market offering”, in negotiated transactions at market prices prevailing at the time of sale or at
prices related to such prevailing market prices, or by any other method permitted by law, including negotiated transactions, subject to
the Company’s prior written consent. The Company is not obligated to make any sales of shares under the 2025 Sales Agreement. The
Company or the Sales Agent may suspend or terminate the Offering upon notice to the other party, subject to certain conditions. The Sales
Agent will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices, applicable
state and federal law, rules and regulations and the rules of Nasdaq.
12
Anavex
Life Sciences Corp.
Notes
to the Condensed Consolidated Interim Financial Statements
December
31, 2025 – Page 5
(Unaudited)
The Company has agreed to pay the Sales Agent commissions
for its services of up to 3.0% of the gross proceeds from the sale of shares of common stock pursuant to the Sales Agreement. The Company
has also agreed to provide the Sales Agent with customary indemnification and contribution rights.
During the three months ended December 31, 2025, the
Company issued 6,003,237 shares of common stock for net proceeds of $ 36.3 million pursuant to the 2025 Sales Agreement.
2023 Purchase Agreement
On February 3, 2023, the Company entered into a $ 150.0
million purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”),
pursuant to which the Company had the right to sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $ 150.0
million in value of its shares of common stock from time to time over a three-year period.
In consideration for entering into the 2023 Purchase
Agreement, the Company issued to Lincoln Park 75,000 shares of common stock as a commitment fee (the “initial commitment shares”)
and agreed to issue up to an additional 75,000 shares pro rata, when and if, Lincoln Park purchased, at the Company’s discretion,
the $ 150.0 million aggregate commitment. The Company determined the fair value of the initial commitment shares was $ 0.8 million with
reference to the closing price of the Company’s shares on the 2023 Purchase Agreement date. In addition, the Company incurred third
party expenses of $ 0.1 million in connection with entering into the 2023 Purchase Agreement. These amounts were expensed to other financing
expense on the statements of operations during the year ended September 30, 2023.
During the three months ended December 31, 2025 and
year ended September 30, 2025, the Company did not issue any shares of common stock under the 2023 Purchase Agreement.
The 2023 Purchase Agreement expired on February 3,
2026.
Note 6 Commitments and Contingencies
Lease
The
Company leases office space under an operating lease with an initial term of 12 months or less. Under the terms of the office lease, the
Company is required to pay its proportionate share of operating costs.
The
operating lease costs were as follows (in thousands):
Schedule of operating lease costs
Three
months ended December 31,
2025
2024
Operating
lease costs
$ 35
$ 33
Employee 401(k) Benefit Plan
The
Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan covers all United States based
employees. United States based employees eligible to participate in the plan may contribute up to the current statutory limits under the
Internal Revenue Service regulations. The 401(k) plan permits the Company to make additional matching contributions on behalf of contributing
employees.
13
Anavex
Life Sciences Corp.
Notes
to the Condensed Consolidated Interim Financial Statements
December
31, 2025 – Page 6
(Unaudited)
The Company made matching
contributions under the 401(k) plan as follows (in thousands):
Schedule of contributions under the plan
Three months ended December 31,
2025
2024
Contributions to 401(k) plan
$ 25
$ 48
Litigation
The Company is subject to claims and legal proceedings
that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome of
any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect
upon the Company’s unaudited condensed consolidated interim financial statements. The Company does not believe that any of such
pending claims and legal proceedings will have a material adverse effect on its unaudited condensed consolidated interim financial statements.
On March 13, 2024, a shareholder class action complaint
was filed in the United States District Court for the Southern District of New York and it named the Company and an officer of the Company
as Defendants. The complaint was amended on July 12, 2024 (the “Initial Action”). The complaint alleged violations of the
Securities and Exchange Act of 1934 associated with disclosures and statements made with respect to certain clinical trials for ANAVEX ® 2-73
related to Rett syndrome. This lawsuit was dismissed by the United States District Court for the Southern District of New York on June
18, 2025. The plaintiff filed a notice of appeal on July 17, 2025. Briefing on the appeal concluded October 30, 2025 and oral argument
has been scheduled to occur on February 12, 2026. No decision has been entered. No amount has been recorded in these unaudited condensed
consolidated interim financial statements for any loss contingencies associated with this lawsuit as the Company believes that it is not
probable that any loss will occur.
On May 8, 2024, a similar complaint was filed in the
same court by Kenneth Downing, a purported shareholder of the Company, against the same defendants. The Company believed that this lawsuit
was also without merit and filed a motion to dismiss the complaint. Plaintiff Downing voluntarily dismissed this complaint subsequent
to the filing of the motion to dismiss.
On or about May 13, 2024, a derivative lawsuit was
filed against the Company (as nominal defendant), an officer of the Company, and members of the Company’s Board of Directors in
the U.S. District Court for the District of Nevada by another purported shareholder. The complaint asserts various common law claims (including
breach of fiduciary duty) and violation of Section 14(a)of the Securities Exchange Act regarding the same or similar allegations at issue
in the purported class action lawsuit related to disclosures and statements made about certain clinical trials related to Rett syndrome.
On January 22, 2025, pursuant to a stipulation of the parties, the Court entered an order staying this purported derivative lawsuit until
the motion to dismiss filed by defendants in the Initial Action is decided by the U.S. District Court for the Southern District of New
York. The stay has been extended through the appeal. No amount has been recorded in these unaudited condensed consolidated interim financial
statements for any loss contingencies associated with this lawsuit as the Company believes that it is not probable that any loss will
occur.
On February 14, 2025, another
derivative lawsuit asserting state law breach of fiduciary duty and unjust enrichment claims based upon similar allegations was filed
against the Company (as nominal defendant), an officer of the Company, and members of the Company’s Board of Directors in the Supreme
Court for the State of New York, County of New York, by another purported shareholder. On August 18, 2025, pursuant to a stipulation of
the parties, the Court entered an order staying this purported derivative lawsuit until the appeal in the Initial Action is resolved.
No amount has been recorded in these unaudited condensed consolidated interim financial statements for any loss contingencies associated
with this lawsuit as the Company believes that it is not probable that any loss will occur.
14
Anavex
Life Sciences Corp.
Notes
to the Condensed Consolidated Interim Financial Statements
December
31, 2025 – Page 7
(Unaudited)
We know of no other material
pending legal or governmental proceedings, other than ordinary routine litigation incidental to our business, to which our Company or
our subsidiaries are a party or of which any of their property is subject. There are no other proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial stockholder holding more than 5% of our shares, or any associate of such persons,
is an adverse party or has a material interest adverse to our or our subsidiaries’ interest.
Share Purchase Warrants
At December 31, 2025 and
September 30, 2025, the Company had 10,000 share purchase warrants outstanding exercisable at $ 12.00 per share until April 21, 2026.
Stock–based Compensation
Plan
2015 Stock Option Plan
On September 18, 2015, the Company’s Board approved
a 2015 Omnibus Incentive Plan (the “2015 Plan”), which provided for the grant of stock options and restricted stock awards
to directors, officers, employees and consultants of the Company.
The maximum number of our common shares reserved for
issue under the 2015 Plan was 6,050,553 shares, subject to adjustment in the event of a change of the Company’s capitalization.
2019 Stock Option Plan
On January 15, 2019, the Board approved the 2019 Omnibus
Incentive Plan (the “2019 Plan”), which provides for the grant of stock options and restricted stock awards to directors,
officers, employees, consultants and advisors of the Company.
The maximum number of our common shares reserved for
issue under the 2019 Plan was 6,000,000 shares, subject to adjustment in the event of a change of the Company’s capitalization.
During the year ended September 30, 2022, 406,453
options previously available under the 2019 Plan and the 2015 Plan became available under the 2022 Plan (as defined below).
2022 Stock Option Plan
On March 25, 2022, the Board approved the 2022 Omnibus
Incentive Plan (the “2022 Plan”). The 2022 Plan was approved by stockholders on May 24, 2022. Under the terms of the 2022
Plan, 10,000,000 additional shares of Common Stock will be available for issuance under the 2022 Plan, in addition to the shares available
under the 2019 Plan and the 2015 Plan. Any awards outstanding under a previous stock option plan will remain subject to and be paid under
such plan, and any shares subject to outstanding awards under a previous plan that subsequently cease to be subject to such awards (other
than by reason of settlement of the awards in shares) will automatically become available for issuance under the 2022 Plan.
The 2022 Plan provides that it may be administered
by the Board, or the Board may delegate such responsibility to a committee. The exercise price will be determined by the Board at the
time of grant 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.
15
Anavex
Life Sciences Corp.
Notes
to the Condensed Consolidated Interim Financial Statements
December
31, 2025 – Page 8
(Unaudited)
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.
At December 31, 2025, 6,319,330 options had been issued under the 2022
Plan and 8,647,381 options were available for issue under the 2022 Plan.
The following summarizes information about stock option
activity during the three months ended December 31, 2025:
Schedule of stock option activity
Number of Options
Weighted Average Exercise Price
($)
Weighted Average Grant Date Fair Value
($)
Aggregate intrinsic value
($)
Outstanding, September 30, 2025
14,961,583
7.25
5.46
39,715,608
Granted
92,000
3.63
2.76
—
Expired
( 125,000 )
11.14
5.35
—
Forfeited
( 177,499 )
7.67
5.57
—
Outstanding, December 31, 2025
14,751,084
7.19
5.44
2,549,729
Exercisable, December 31, 2025
10,600,006
6.14
4.80
2,539,979
The following summarizes information about stock options
at December 31, 2025 by a range of exercise prices:
Schedule of summarizes information about stock options
Range of exercises prices
Number of outstanding
Weighted average remaining contractual life
Weighted average exercise
Number of vested
Weighted average exercise
From
To
options
(in years)
price
options
price
$ 2.30
$ 5.00
4,407,700
3.04
$ 3.04
4,235,700
$ 2.99
$ 5.01
$ 7.00
3,251,203
4.93
$ 5.62
2,588,955
$ 5.68
$ 7.01
$ 9.00
4,218,181
6.38
$ 8.08
2,211,267
$ 7.81
$ 9.01
$ 13.00
1,509,000
6.47
$ 10.19
1,034,084
$ 10.24
$ 13.01
$ 25.00
1,365,000
5.65
$ 18.33
530,000
$ 18.67
14,751,084
5.00
$ 7.19
10,600,006
$ 6.14
The weighted average per share fair value of options
vested at December 31, 2025 was $ 4.80 (September 30, 2025: $ 4.83 ). At December 31, 2025, the weighted average contractual life of options
outstanding was 5.00 years (September 30, 2025: 5.22 years) and for options exercisable was 4.03 years (September 30, 2025: 4.11 years).
The aggregate intrinsic value is calculated as the
difference between the exercise price of the underlying awards and the quoted market price of the Company’s stock for the options
that were in-the-money at December 31, 2025.
The Company recognized share-based compensation
expense of $ 1.1 million during the three months ended December 31, 2025 (December 31, 2024: $ 2.1 million) in connection with the issuance
and vesting of stock options in exchange for services. These amounts have been included in general and administrative expenses
and research and development expenses on the Company’s condensed consolidated interim statements of operations as follows (in
thousands):
16
Anavex
Life Sciences Corp.
Notes
to the Condensed Consolidated Interim Financial Statements
December
31, 2025 – Page 9
(Unaudited)
Schedule of general and administrative expenses and research and development expenses
Three months ended December 31,
2025
2024
General and administrative
$ 470
$ 803
Research and development
637
1,252
Total share-based compensation
$ 1,107
$ 2,055
An amount of approximately $ 4.8 million in share-based
compensation is expected to be recorded over the remaining term of such options and warrants through fiscal 2029.
The fair value of each option and
warrant award is estimated on the date of grant using the Black Scholes option pricing model based on the following weighted average assumptions:
Schedule of weighted average assumptions for fair value of each option award
2025
2024
Risk-free interest rate
3.88 %
—
Expected life of options (years)
5.64
—
Annualized volatility
86.61 %
—
Dividend rate
0.00 %
—
The fair value of stock compensation charges recognized
during the three months ended December 31, 2025 and 2024 was determined with reference to the quoted market price of the Company’s
shares on the grant date.
Prior to October 1, 2025, the expected life was based
on the estimated average life of options using the “simplified method”, as prescribed in FASB ASC 718, due to insufficient
historical exercise activity during recent years. Starting on October 1, 2025, the expected life is based on the historical exercise activity
of previously granted and exercised options.
Note 7 Segmented Information
Operating segments are defined as components of an
entity for which separate financial information is available and regularly reviewed by the Chief Operating Decision Maker (“CODM”)
in deciding how to allocate resources and assess performance. The Company’s CODM is the Chief Executive Officer. The Company has
determined that it operates in a single operating segment, which consists of the development of clinical and preclinical product candidates
focused on advancing novel therapeutics for CNS diseases and disorders, and related administrative activities.
The accounting policies of the segment are the same
as those described in the summary of significant accounting policies as described in the audited consolidated financial statements and
notes thereto included in the Company’s annual report on Form 10-K for the year ended September 30, 2025. The CODM evaluates performance
and allocates resources based on consolidated net loss, as presented in the Company’s unaudited condensed consolidated interim statement
of operations, and monitors forecast-to-actual variances for significant expense categories given their direct relationship to cash burn.
The CODM also reviews the consolidated balance sheet to assess liquidity, funding capacity, and segment assets, which are reported as
total consolidated assets.
The CODM receives and reviews financial information
on a consolidated basis and does not assess performance or allocate resources based on geographic regions. In addition, management does
not internally organize or evaluate operating results by geography. Accordingly, management has determined that it is not required to
present financial information disaggregated by geographic region under ASC 280.
The table below summarizes the significant expense categories regularly
reviewed by the CODM for the three months ended December 31, 2025 and 2024 (in thousands):
17
Anavex
Life Sciences Corp.
Notes
to the Condensed Consolidated Interim Financial Statements
December
31, 2025 – Page 10
(Unaudited)
Schedule of summarizes the significant expenses
2025
2024
Research and development costs
Preclinical studies
$ 2
$ 313
Clinical trials
2,032
7,889
Personnel costs
1,651
906
Non-cash share-based compensation
637
1,252
Other research and development costs (a)
334
86
Total research and development costs
4,656
10,446
General and administrative costs
Personnel costs
457
773
Non-cash share-based compensation
470
802
Other general and administrative costs (b)
1,199
1,571
Total general and administrative costs
2,126
3,146
Other income
1,119
1,481
Income tax expense
( 18 )
—
Net loss
$ ( 5,681 )
$ ( 12,111 )
(a) Other research and development costs include, but are not limited to, publications, sponsorships, membership fees, scientific conferences,
and medical affairs strategy and branding.
(b) Other general and administrative expenses include, but are not limited to, office rent, public company reporting requirements including
professional fees, insurance, and other general operating expenses not otherwise included in research and development expenses.
Note 8 Subsequent Events
The Company evaluates subsequent events occurring
between the most recent balance sheet date and the date the financial statements are available to be issued in order to determine whether
the subsequent events are to be recorded and/or disclosed in the Company’s financial statements and footnotes. The financial statements
are considered to be available to be issued at the time they are filed with the Securities and Exchange Commission (SEC).
There were no subsequent events or transactions that
required recognition or disclosure in the unaudited condensed consolidated interim financial statements.
18
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.