CORRESP 1 filename1.htm Anavex Life Sciences Corp. : Correspondence - Filed by newsfilecorp.com

ANAVEX LIFE SCIENCES CORP.
51 West 52nd Street, 7th Floor
New York, New York 10019-6163

June 13, 2014

VIA EDGAR
 
Jeffrey P. Riedler, Assistant Director
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Tel: (202) 551-3715

Re: Anavex Life Sciences Corp.
  Registration Statement on Form S-1
  Filed April 11, 2014
  Response Dated May 22, 2014  
  File No. 333-195225

Ladies and Gentlemen:

     Anavex Life Sciences Corp. (the “Company”) confirms receipt of the letter dated June 5, 2014 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the above-referenced filing (the “Registration Statement). We are responding to the Staff’s comments as set forth below. The Company’s responses to the Staff’s comments are in identical numerical sequence. For the convenience of the Staff, each comment is repeated verbatim with the Company’s response immediately following:

COMMENT 1.

We note your response to comment 4 and the proposed disclosure you have provided to address the comment. Please revise the sixth column of your table to provide the total value of the shares underlying the convertible note by multiplying the conversion price on the date of sale by the total number of shares the selling shareholders may receive under the convertible note.

   

RESPONSE:

In response to the Staff’s comment above, we have revised the table to include a column that provides the total value of the shares underlying the convertible debenture by multiplying the conversion price on the date of sale by the total number of shares the selling shareholder may receiver under its convertible debenture.



United States Securities and Exchange Commission
June 13, 2014
Page 2

Selling
Security
Holder

Market
Price Per
Share (1)

Type of
Security (2)


Conversion
Price (3)


Total Possible
Shares
Underlying
Securities (4)
Combined
Market
Price(5)

Total Value
of Shares (6)


Total
Possible
Discount
To Market
Price(7)



Auriga
Global
Investors SU,
SA







$0.44





Debenture $0.30 3,333,334 $1,466,666.96 $1,000,000.20 $466,666.76
Series A
Warrant 		$0.30
3,333,333
$1,466,666.52
$999,999.90
$466,666.62
Series B
Warrant 		$0.42
3,333,333
$1,466,666.52
$1,399,999.86
$66,666.66
Debenture
/Series A
Warrant/
Series B
Warrant

-



10,000,000



$4,400,000



$3,399,999.96



$1,000,000.04



Auriga
Investors-
Montserrat
Global Fund







$0.44





Debenture $0.30 1,666,667 $733,333.48 $500,000.10 $233,333.38
Series A
Warrant 		$0.30
1,666,667
$733,333.48
$500,000.10
$233,333.38
Series B
Warrant 		$0.42
1,666,667
$733,333.48
$700,000.14
$33,333.34
Debenture
/Series A
Warrant/
Series B
Warrant

-



5,000,001



$2,200,000.44



$1,700,000.34



$500,000.10





Hudson Bay
Master Fund
LTD







$0.44





Debenture $0.30 5,000,000 $2,200,000 $1,500,000 $700,000
Series A
Warrant 		$0.30
5,000,000
$2,200,000
$1,500,000
$700,000
Series B
Warrant 		$0.42
5,000,000
$2,200,000
$2,100,000
$100,000
Debenture
/Series A
Warrant/
Series B
Warrant

-



15,000,000



$660,000



$5,100,000



$1,500,000



United States Securities and Exchange Commission
June 13, 2014
Page 3




DAFNA
LifeScience
LP







$0.44




Debenture $0.30 2,580,400 $1,135,376 $774,120 $361,256
Series A
Warrant 		$0.30
2,580,400
$1,135,376
$774,120
$361,256
Series B
Warrant 		$0.42
2,580,400
$1,135,376
$1,083,768
$51,608
Debenture
/Series A
Warrant/
Series B
Warrant

-



7,741,200



$3,406,128



$2,632,008



$774,120




DAFNA
LifeScience
Market
Neutral L.P.







$0.44





Debenture $0.30 462,000 $203,280 $138,600 $64,680
Series A
Warrant 		$0.30
462,000
$203,280
$138,600
$64,680
Series B
Warrant 		$0.42
462,000
$203,280
$194,040
$9,240
Debenture
/Series A
Warrant/
Series B
Warrant

-



1,386,000



$609,840



$471,240



$138,600




DAFNA
LifeScience
Select L.P.







$0.44




Debenture $0.30 1,957,600 $861,344 $587,280 $274,064
Series A
Warrant 		$0.30
1,957,600
$861,344
$587,280
$274,064
Series B
Warrant 		$0.42
1,957,600
$861,344
$822,192
$39,152
Debenture
/Series A
Warrant/
Series B
Warrant

-



5,872,800



$2,584,032



$1,996,752



$587,280



Joann
Mostovoy


$0.44

Debenture $0.30 1,666,667 $733,333.48 $500,000.10 $233,333.38
Series A
Warrant 		$0.30
1,666,667
$733,333.48
$500,000.10
$233,333.38
Series B $0.42 1,666,667 $733,333.48 $700,000.14 $33,333.34


United States Securities and Exchange Commission
June 13, 2014
Page 4











Warrant          
Debenture
/Series A
Warrant/
Series B
Warrant

-



5,000,001



$2,200,000.44



$1,700,000.34



$500,000.10




Sabby
Healthcare
Volatility
Master Fund,
Ltd.








$0.44





Debenture $0.30 6,666,667 $2,933,333.48 $2,000,000.10 $933,333.38
Series A
Warrant 		$0.30
6,666,667
$2,933,333.48
$2,000,000.10
$933,333.38
Series B
Warrant 		$0.42
6,666,667
$2,933,333.48
$2,800,000.14
$133,333.34
Debenture
/Series A
Warrant/
Series B
Warrant

-



20,000,001



$8,800,000.44



$6,800,000.34



$2,000,000.10



Sabby
Volatility
Warrant
Master Fund,
Ltd.








$0.44





Debenture $0.30 3,333,334 $1,466,666.96 $1,000,000.20 $466,666.76
Series A
Warrant 		$0.30
3,333,333
$1,466,666.52
$999,999.90
$466,666.62
Series B
Warrant 		$0.42
3,333,333
$1,466,666.52
$1,399,999.86
$66,666.66
Debenture
/Series A
Warrant/
Series B
Warrant

-



10,000,000



$4,400,000



$3,399,999.96



$1,000,000.04



Sphera
Global
Healthcare
Master Fund








$0.44


Debenture $0.30 6,310,667 $2,776,693.48 $1,893,200.10 $883,493.38
Series A
Warrant 		$0.30
6,310,667
$2,776,693.48
$1,893,200.10
$883,493.38
Series B
Warrant 		$0.42
6,310,667
$2,776,693.48
$2,650,480.14
$126,213.34
Debenture
/Series A
Warrant/
Series B

-


18,932,001


$8,330,080.44


$6,436,880.34


$1,893,200.10


United States Securities and Exchange Commission
June 13, 2014
Page 5

    Warrant          



HFR HE
Sphera
Global
Healthcare
Master Trust








$0.44





Debenture $0.30 356,000 $156,640 $106,800 $49,840
Series A
Warrant 		$0.30
356,000
$156,640
$106,800
$49,840
Series B
Warrant 		$0.42
356,000
$156,640
$149,520
$7,120
Debenture
/Series A
Warrant/
Series B
Warrant

-



1,068,000



$469,920



$363,120



$106,800




Maxim
Partners
LLC







$0.44




Debenture -                - - -  
Series A
Warrant 		$0.30
500,000
$220,000
$150,000
$70,000
Series B
Warrant 		$0.42
500,000
$220,000
$210,000
$10,000
Debenture
/Series A
Warrant/
Series B
Warrant 		-





1,000,000



$440,000



$360,000



$80,000

(1) Market price per share of the Common Stock underlying the Securities on the date of the sale of the Securities.
(2) The shares of Common Stock being registered underlie Debentures, Series A Warrants and Series B Warrants.
(3)Conversion/exercise price per share of the underlying Common Stock on the date of the sale of the Securities is calculated using the fixed conversion/exercise price per share set forth in the Securities.
(4) Total possible shares underlying the Securities (assuming no interest payments and complete conversion throughout the term). Note: the number listed does not take into account that each Selling Security Holder is subject to a 4.99% conversion cap, except for Sphera Global Healthcare Master Fund and HFR HE Sphera Global Healthcare Master Trust, which are subject to a 9.99% conversion cap.
(5) Combined market price of the total number of shares underlying the Securities, calculated by using the Common Stock’s market price per share on the date of the sale of the Securities multiplied by the total possible shares underlying the Securities.
(6) Total value of shares underlying the Securities using the conversion price on the date of sale multiplied by the total number of shares the Selling Security Holders may receive under the Securities. Note: the Debentures and Warrants have fixed conversion prices.


United States Securities and Exchange Commission
June 13, 2014
Page 6

(7) Total possible discount to the market price as of the date of the sale of the Securities calculated by subtracting the total on the date of the sale of the Securities from the combined market price of the total number of shares underlying the Securities on that date.

COMMENT 2.

Please revise your proposed tabular disclosure to reflect any provisions in the convertible note that could result in a change in the conversion price per share upon the occurrence of certain events. Please also identify any such provisions in the convertible note. In this regard, we note the disclosure in your Form 8-K filed March 19, 2014 with respect to the Securities Purchase Agreement indicating that the initial conversion price for the debentures is subject to adjustment for distributions payable in shares of common stock, subdivisions of outstanding shares of common stock into larger number of shares, combinations, and reclassification events.

   

RESPONSE:

In response to the Staff’s comment above, the Company notes that there are no set, or prescribed, pre-determined adjustments to the conversion price per share under the convertible debentures that can be represented in tabular form. Pursuant to the terms of the convertible debentures (Section 5(a)), there are four (4) circumstances in which the conversion price of such instruments would change, which is intended to maintain the initial ratio of conversion shares to be issued relative to the initial conversion price. Such four circumstances are: If the Company, at any time while the convertible debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of the Company’s common stock (“Common Stock”) on shares of Common Stock or any common stock equivalents (which, do not include any shares of Common Stock issued by the Company upon conversion of the convertible debentures), (ii) subdivides the number of outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) the number of outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the conversion price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event (which effectively maintains the initial ratio of conversion shares issued to debt amount outstanding under each such convertible debenture).

*********************************

     In addition, we acknowledge that we are responsible for the accuracy and adequacy of the disclosures made. We formally acknowledge that:

     • The adequacy and accuracy of the disclosure in filing is the responsibility of the Company.


United States Securities and Exchange Commission
June 13, 2014
Page 7

     • Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing.

     • The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     We trust this response satisfactorily responds to your request. Should you require further information, please contact our legal counsel Clayton E. Parker, Esq. of K&L Gates LLP at 305.539.3306.

  Sincerely,
   
  ANAVEX LIFE SCIENCES CORP.
   
  /s/ Christopher Missling, PhD.
  Name: Christopher Missling, PhD.
  Title: Chief Executive Officer

cc:

Clayton E. Parker, Esq. of K&L Gates LLP

Austin Stephenson, SEC Division of Corporation Finance