UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
(Address of principal executive offices) (Zip Code)
1-
(Registrant’s telephone number, including area code)
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On February 7, 2023, Anavex Life Sciences Corp., a Nevada corporation (the “Company”) filed a prospectus supplement with the Securities and Exchange Commission to the Company’s Shelf Registration Statement on Form S-3ASR (File No. 333-259788) registering shares of the Company’s common stock, par value $0.001 per share (the “Shares”), issuable pursuant to its purchase agreement dated February 3, 2023 with Lincoln Park Capital Fund, LLC (the “Purchase Agreement”). Snell & Wilmer, L.L.P., special counsel to the Company, has issued a legal opinion relating to the Shares issuable under the Purchase Agreement. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| EXHIBIT NO. | DESCRIPTION | LOCATION | |||
| 5.1 | Opinion of Snell & Wilmer, L.L.P. | Filed herewith | |||
| 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, PhD | ||
| Title: Chief Executive Officer | ||
Date: February 7, 2023
Exhibit 5.1
Snell & Wilmer
50
West Liberty Street
Suite 510
Reno, NV 89501
775.785.5440 P
775.785.5441 F
February 7, 2023
Anavex Life Sciences Corp.
51 West 52nd Street, 7th Floor
New York, New York 10019-6163
Re: Prospectus Supplement
Ladies and Gentlemen:
We have acted as special counsel to Anavex Life Sciences Corp. (the “Company”) in connection with the prospectus supplement dated February 3, 2023 (the “Prospectus Supplement”) filed pursuant to Rule 424(b)(5) of the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, (the “Securities Act”) relating to the registration of (i) up to $150,000,000 in shares of the Company’s common stock, par value $0.001 per share (the “Purchase Shares”), (ii) 75,000 shares of the Company’s common stock, par value $0.001 per share, to be issued on the date of the filing of the Prospectus Supplement (the “Initial Commitment Shares”), and (iii) up to 75,000 shares of the Company’s common stock to be issued pursuant to the terms of the Purchase Agreement, par value $0.001 per share, as the Company’s common stock is purchased under the Purchase Agreement (the “Additional Commitment Shares”, together with the Initial Commitment Shares, the “Commitment Shares”). The Purchase Shares and Commitment Shares are being sold and issued pursuant to a Purchase Agreement between the Company and Lincoln Park Capital Fund, LLC dated February 3, 2023 (the “Purchase Agreement”). The Prospectus Supplement is part of the Registration Statement on Form S-3ASR (Registration No. 333-259788) filed with the SEC on September 24, 2021 and declared effective on September 24, 2021 (the “Registration Statement”). Capitalized terms used in this letter which are not otherwise defined shall have the meanings given to such terms in the Prospectus Supplement.
You have requested our opinion as to the matters set forth below in connection with the Prospectus Supplement. For purposes of rendering this opinion, we have examined the Registration Statement, the Prospectus Supplement, the Purchase Agreement, the Company’s articles of incorporation, as amended, and bylaws, as amended, and the corporate action of the Company that provides for the issuance of the Purchase Shares and the Commitment Shares, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on certificates made by officers of the Company. In rendering our opinion, in addition to the assumptions that are customary in opinion letters of this kind, we have assumed the genuineness of signatures on the documents we have examined, the conformity to authentic original documents of all documents submitted to us as copies, and that the Company will have sufficient authorized and unissued shares of common stock available with respect to any of the Purchase Shares and Commitment Shares issued after the date of this letter. We have not verified any of these assumptions.
ALBUQUERQUE BOISE DALLAS DENVER LAS VEGAS LOS ANGELES LOS CABOS ORANGE COUNTY
PHOENIX PORTLAND RENO SALT LAKE CITY SAN DIEGO SEATTLE TUCSON WASHINGTON, D.C.
Snell & Wilmer
Anavex Life Sciences Corp.
February 7, 2023
Page 2
This opinion is rendered as of the date of this letter and is limited to matters of Nevada corporate law, including applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws. We express no opinion as to the laws of any other state, the federal law of the United States, or the effect of any applicable federal or state securities laws.
Based upon and subject to the foregoing, it is our opinion that the Commitment Shares and the Purchase Shares are duly authorized for issuance by the Company, and, when issued in accordance with the terms of the Purchase Agreement, will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Prospectus Supplement and to the reference to this firm under the caption “Legal Matters”. In giving our consent we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations under such act.
| Very truly yours, | |
| /s/ Snell & Wilmer L.L.P. | |
| Snell & Wilmer L.L.P. |
Cover |
Feb. 07, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Feb. 07, 2023 |
| Entity File Number | 001-37606 |
| Entity Registrant Name | ANAVEX LIFE SCIENCES CORP. |
| Entity Central Index Key | 0001314052 |
| Entity Tax Identification Number | 98-0608404 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 630 5th Avenue |
| Entity Address, Address Line Two | 20th Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10111 |
| City Area Code | 844 |
| Local Phone Number | 689-3939 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.001 per share |
| Trading Symbol | AVXL |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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