8-K 1 form8k.htm CURRENT REPORT Anavex Life Sciences Corp.: Form 8-K - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 3, 2010

ANAVEX LIFE SCIENCES CORP.
(Exact name of registrant as specified in its charter)

Nevada 000-51652 20-8365999
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

405 Trimmer Road, Suite 100, Califon, NJ 07830
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code <>

27 Marathonos Ave., 15351 Athens, Greece
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))


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Item 1.01 Entry into a Material Definitive Agreement.

The information required by this Item 1.01 is included under Item 3.02 of this current report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

On September 3, 2010 we issued an aggregate of 172,000 units of our securities at a deemed value of US $2.75 per unit pursuant to private placement subscription agreements. Each unit consists of one share of our common stock and one-half of one share purchase warrant. Each whole warrant is exercisable at US $3.75 for one share of common stock for a period of 18 months.

We issued 154,000 units to three non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

We issued 18,000 units to one U.S. person, who is an accredited investor (as that term is defined in Rule 501 of Regulation D, promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and in issuing these shares to this investor we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
10.1 Form of subscription agreement (US Purchasers)
10.2 Form of subscription agreement (Canadian and Offshore Purchasers)
10.3 Form of Warrant Certificate (US warrant holders)
10.4 Form of Warrant Certificate (Canadian and Offshore warrant holders)

SIGNATURES

Pursuant to the requirements of the Securities and 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.

/s/ Harvey Lalach
Harvey Lalach
President, Chief Financial Officer, Secretary and Director
Date: September 9, 2010