ANAVEX LIFE SCIENCES CORP. 10-Q

ITEM 1A. RISK FACTORS Except as otherwise provided herein, there have been no material changes to the risk factors discussed in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, filed with the SEC on November 25, 2025. The termination of our former CEO’s employment for Cause, the related review by the Special Committee, and other matters reviewed in connection therewith, have resulted in, and could continue to result in litigation, inquiries, investigations or other proceedings , and could adversely affect our reputation, business, financial condition and results of operations, prospects, and the market price of our common stock. As previously disclosed, on April 30, 2026, the Special Committee terminated the employment of Christopher Missling, Ph.D. as our former CEO for Cause (as defined in the Former CEO Employment Agreement), effective immediately. The termination was based on, among other matters, conduct that the Special Committee determined was inconsistent with Company policy. The conduct of our former CEO and other matters reviewed in connection therewith have resulted in, and could continue to result in litigation, inquiries, investigations or enforcement actions by the FDA, the SEC, Nasdaq or other governmental or regulatory authorities, significant costs, diversion of management’s attention, reputational harm and a loss of confidence among investors, clinical investigators, patients, business partners, shareholders and other stakeholders. Any of these consequences could materially and adversely affect our reputation, business, financial condition, results of operations, prospects and the market price of our common stock. For example, in June 2026, our former CEO filed a Demand for Arbitration with the AAA against us asserting wrongful termination and in July 2026 our former CEO filed a Summons with Notice with the New York Supreme Court against four of our independent directors for alleging “breach of fiduciary duty as independent board members”. For additional information, see Part II, Item 1 “Legal Proceedings” of this Quarterly Report on Form 10-Q. As of certain prior period ends, we have identified a material weakness in our internal control over financial reporting and determined that our disclosure controls and procedures were not effective, and we cannot assure you that our remediation measures will operate as intended, fully remediate the material weakness or enable us to maintain effective disclosure controls and procedures and internal control over financial reporting in the future. As further described in Part II, Item 4 “Controls and Procedures” of this Quarterly Report on Form 10-Q and Item 9A of the 2025 Form 10-K/A, management has concluded that there was a material weakness in our internal control over financial reporting that existed at September 30, 2025, December 31, 2025 and March 31, 2026. Accordingly, our internal control over financial reporting as of such dates was not effective. In addition, our disclosure controls and procedures were not effective as of such dates due to the material weakness in internal control over financial reporting. 38 A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We may identify additional control deficiencies, including additional material weaknesses, in the future. We have begun implementing certain remediation and enhancement efforts designed to remediate the material weakness and strengthen our disclosure controls and procedures, internal control over financial reporting, control environment and information and communication processes. These measures must operate for a sufficient period and be tested before management can conclude that the material weakness has been remediated. The remediation process has been and continues to be time-consuming, requires significant management attention and results in substantial costs. We cannot assure you that our remediation measures will operate as intended, fully remediate the material weakness or enable us to maintain effective disclosure controls and procedures and internal control over financial reporting. If our remediation efforts are unsuccessful or untimely, we may be unable to prevent or detect a material misstatement of our annual or interim financial statements on a timely basis, and information required to be disclosed in our SEC reports may not be recorded, processed, summarized and reported accurately or within required time periods. This could result in material misstatements, inaccurate or incomplete disclosures, additional delayed filings, amendments to or restatements of previously filed financial statements or reports, an inability of our officers to provide required certifications, or noncompliance with SEC or Nasdaq requirements. These consequences could subject us to litigation, investigations or regulatory action, increase our costs, divert management and Board attention, harm our reputation, impair our ability to raise capital, reduce investor confidence in the accuracy and timeliness of our financial reporting and adversely affect the market price of our common stock. We face risks related to previously being delinquent in filing this Quarterly Report on Form 10-Q and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026. Due to the circumstances described in our Form 12b-25 filed with the SEC on May 11, 2026 (the “Q2 Form 12b-25”), this Quarterly Report on Form 10-Q was delinquent, and due to the circumstances described in our Form 12b-25 filed with the SEC on August 10, 2026 (the “Q3 Form 12b-25”), our Quarterly Report on Form 10-Q for the quarterly period ended June 30 , 2026, was delinquent. Additionally, as previously disclosed, on May 20, 2026, we received a deficiency notification letter from the Nasdaq Staff indicating that, as a result of our inability to timely file this Quarterly Report on Form 10-Q , we are not in compliance with Nasdaq Listing Rule 5250(c)(1). We expect to continue to face many of the risks and challenges related to previously being delinquent in our SEC reporting obligations, including the following: · we have incurred, and expect to continue to incur, significant expenses related to the circumstances described in the Q2 Form 12b-25 and the Q3 Form 12b-25; · failure to timely file this Quarterly Report on Form 10-Q and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 and make our current financial information available has placed downward pressure on our stock price, which has adversely affected, and may continue to adversely affect, among other things, hiring and employee retention; 39 · a broad range of potential actions could be taken against us, including litigation and other claims as well as regulatory examinations, investigations, proceedings, orders or other actions by the SEC, Nasdaq or other regulators arising out of our failure to file this Quarterly Report on Form 10-Q and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 on a timely basis, including the reasons and causes for such failure to file, and such potential actions would divert management attention and resources from the operation of our business; · we will be unable to utilize our effective Form S-3 registration statement or to file a new Form S-3 registration statement after we file our next Annual Report on Form 10-K and will be unable to regain eligibility to use Form S-3 until we have timely filed all reports specified under General Instruction I.A.3. of Form S-3 for the preceding 12 calendar months; and · we may not be able to recapture lost opportunities, such as potential strategic collaborations due to ongoing reputational harm. The continued occurrence of any of the foregoing could harm our reputation, business, financial condition and results of operations, prospects and the market price of our common stock. The un-timely filing of this Quarterly Report on Form 10-Q and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 will make us ineligible to utilize our effective Form S-3 registration statement or to file a new Form S-3 registration statement after we file our next Annual Report on Form 10-K. We will be unable to regain eligibility to use Form S-3 until we have timely filed all reports specified under General Instruction I.A.3. of Form S-3 for the preceding 12 calendar months, which will adversely affect our ability to raise future capital. As a result of the un-timely filing of this Quarterly Report on Form 10-Q and our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 with the SEC, we will be ineligible to utilize our effective Form S-3 registration statement, including in connection with our ATM program under the 2025 Sales Agreement, or to file a new Form S-3 registration statement after we file our next Annual Report on Form 10-K. We will be unable to regain eligibility to use Form S-3 until we have timely filed all reports specified under Form S-3 for the preceding 12 calendar months. Should we wish to offer and sell our securities to the public prior to the time we become eligible to use Form S-3, both the transaction costs and the amount of time required to complete such transactions could increase, making it more difficult to execute any such transactions successfully and potentially having a material adverse effect on our business and financial condition. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.