UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
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Item 1.01 Entry into a Material Definitive Agreement.
On July 25, 2025, Anavex Life Sciences Corp. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC (the “Sales Agent”). Pursuant to the Sales Agreement, the Company may offer and sell up to an aggregate offering price of $150,000,000 (the “Offering”) in shares of common stock, par value $0.001 per share (the “Shares”), from time to time through the Sales Agent. The issuance and sale of the Shares in the Offering, if any, by the Company under the Sales Agreement will be pursuant to the Company’s shelf Registration Statement on Form S-3 (File No. 333- 288661) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2025 and declared effective by the SEC on July 23, 2025, and the related prospectus supplement, filed with the SEC on July 25, 2025 (the “Prospectus Supplement”).
Upon delivery of a placement notice based on the Company’s instructions and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market (“Nasdaq”), on any other existing trading market for the Company’s Shares, 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 prior written consent of the Company.
The Company is not obligated to make any sales of Shares under the Sales Agreement. The Company or the Sales Agent may suspend or terminate the Offering of Shares upon notice to the other party, subject to certain conditions. The Sales Agent will act as sales agents on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of Nasdaq.
The Company has agreed to pay the Sales Agent commissions for its services of acting as agent of up to 3.0% of the gross proceeds from the sale of the Shares pursuant to the Sales Agreement. The Company has also agreed to provide the Sales Agent with customary indemnification and contribution rights.
A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Snell & Wilmer, L.L.P., Nevada counsel to the Company, has issued a legal opinion relating to the Shares to be offered and sold under the Sales Agreement. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 1.1 | Sales Agreement, dated July 25, 2025, by and between Anavex Life Sciences Corp. and TD Securities (USA) LLC |
| 5.1 | Opinion by Snell & Wilmer L.L.P. |
| 23.1 | Consent of Snell & Wilmer L.L.P. (contained in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ANAVEX LIFE SCIENCES CORP. | ||
| By: | /s/ Christopher Missling | |
| Name: Christopher Missling, Ph.D. Title: Chief Executive Officer | ||
Date: July 25, 2025