AVXL Anavex Life Sciences Corporation

 

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): June 10, 2025

 

ANAVEX LIFE SCIENCES CORP.

(Exact name of registrant as specified in its charter)

 

Nevada	001-37606	98-0608404
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

 

630 5th Avenue, 20th Floor, New York, NY USA 10111
(Address of principal executive offices) (Zip Code)

 

1-844-689-3939

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 (see General Instruction A.2. below):

 

☐ 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(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		AVXL		The Nasdaq Stock Market LLC

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 10, 2025, Anavex Life Sciences Corp. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders approved an amendment (the “Amendment”) to the Company’s 2022 Omnibus Incentive Plan (the “Plan”) to (i) increase the number of shares authorized for issuance thereunder by 4,000,000 shares (ii) establish a minimum vesting period of one year for all awards granted under the Plan, with exceptions permitted only with respect to (a) substituted awards, (b) shares delivered in lieu of fully-vested cash awards, (c) acceleration of vesting in the event of a change in control or death or disability of the participant and (d) with respect to any other awards covering 5% or fewer of the total number of shares authorized under the Plan; and (iii) prohibit liberal share recycling by prohibiting (a) the re-use of shares withheld or delivered to satisfy the exercise price of a stock option or stock appreciation right or other applicable purchase price of an award or to satisfy tax withholding requirements and (b) “net share counting” upon the exercise of stock options or stock appreciation rights. The Board of Directors of the Company previously approved the Amendment to Equity Incentive Plan on April 17, 2025, subject to stockholder approval.

 

A summary description of the terms of the Amendment is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025 (the “Proxy Statement”) under the section of the Proxy Statement entitled “Proposal 3 – Approval of Amendment to Anavex Life Sciences Corp. 2022 Omnibus Incentive Plan,” which is qualified by the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting on June 10, 2025, a total of 51,872,393 shares of the Company’s Common Stock were present or represented by proxy, representing approximately 60.8% of the outstanding Common Stock as of April 21, 2025, the record date for the Annual Meeting.

 

At the Annual Meeting, three (3) proposals were submitted for a vote of the Company’s stockholders and the related results are as follows:

 

Proposal No. 1: The election of Christopher Missling, PhD, Jiong Ma, PhD, Claus van der Velden, PhD, Athanasios Skarpelos, Steffen Thomas, PhD and Peter Donhauser, D.O. for terms until the next succeeding annual meeting of stockholders or until such directors’ successor shall have been duly elected and qualified. The stockholders holding a majority of the Common Stock having voting power present in person or represented by proxy elected the six (6) directors by the following votes:

 

Name		For				Against				Abstain				Broker Non-Votes
Christopher Missling, PhD			20,820,793				1,507,135				162,073				29,382,392
Jiong Ma, PhD			21,522,986				814,833				152,182				29,382,392
Claus van der Velden, PhD			19,544,463				2,573,335				372,201				29,382,394
Athanasios Skarpelos			21,354,077				997,680				138,244				29,382,392
Steffen Thomas, PhD			20,655,433				1,520,593				313,973				29,382,394
Peter Donhauser, D.O.			20,707,130				1,450,145				332,724				29,382,294

 

 

Proposal No. 2: The stockholders holding a majority of the Common Stock having voting power present in person or represented by proxy ratified Grant Thornton LLP as the Company’s independent registered accounting firm by the following votes:

 

For				Against				Abstain
	49,615,076				1,851,116				406,201

 

Proposal No. 3: The approval of an amendment to the Company’s 2022 Omnibus Incentive Plan. The stockholders approved the proposal by the following votes:

 

For				Against				Abstain				Broker Non-Votes
	16,718,137				4,971,378				800,482				29,382,396

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

EXHIBIT NO.		DESCRIPTION		LOCATION
10.1		Amendment No. 1 to Anavex Life Sciences Corp. 2022 Omnibus Incentive Plan, as approved by the Company’s stockholders on June 10, 2025		Filed Herewith
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.
	/s/ Christopher Missling
	Name: Christopher Missling, PhD
	Title: Chief Executive Officer
Date: June 13, 2025

 

 

 

 

 

EXHIBIT 10.1

 

AMENDMENT NO. 1

TO

ANAVEX LIFE SCIENCES CORP.

2022 OMNIBUS INCENTIVE PLAN

 

The Anavex Life Sciences Corp. 2022 Omnibus Incentive Plan (the “Plan”) is hereby amended as follows (capitalized terms used herein and not defined herein shall have the respective meaning ascribed to such terms in the Plan):

 

1.

Section 3 of the Plan shall be amended by adding the following new Section 3.7 immediately following Section 3.6 of the Plan:

 

3.7       Minimum Vesting Requirements

 

Notwithstanding any other provision of the Plan to the contrary, no portion of any stock-based Award granted under the Plan shall vest earlier than the first anniversary of the date the Award is granted; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: any (i) Substitute Awards, (ii) Shares delivered in lieu of fully-vested cash Awards, (iii) any additional Awards the Board may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 4 (subject to adjustment under Section 15), (iv) upon the occurrence of a Change in Control or (v) accelerated exercisability or vesting of any Award in cases of death or disability.

 

2.

Section 4.1 of the Plan shall be deleted in its entirety and replaced with the following:

 

4.1       Authorized Number of Shares

 

Subject to adjustment under Section 15, the aggregate number of Shares authorized to be awarded under the Plan shall not exceed 14,000,000 as adjusted for any recapitalization, reclassification, stock split, reverse split, combination of Shares, exchange of Shares, stock dividend or other distribution payable in capital stock, or other increase or decrease in such Shares effected without receipt of consideration by the Company. In addition, Shares underlying any outstanding award granted under the Prior Plan that, following the Effective Date, expires, or is terminated, surrendered, or forfeited for any reason without issuance of Shares shall be available for the grant of new Awards, provided that any Shares that are not delivered under any award granted under the Prior Plan because they were used to satisfy the exercise or purchase price or any applicable withholding obligation shall not be available for the grant of new Awards. Shares issued under the Plan may consist in whole or in part of authorized but unissued Shares, treasury Shares, or Shares purchased on the open market or otherwise, all as determined by the Board from time to time.

 

 

3.

Section 4.2.5 of the Plan shall be deleted in its entirety and replaced with the following:

 

4.2.5       Payment of Option Price or Tax Withholding in Shares

 

If Shares issuable upon exercise, vesting, or settlement of an Award, or Shares owned by a Grantee (which are not subject to any pledge or other security interest) are surrendered or tendered to the Company in payment of the Option Price or Purchase Price of an Award or any taxes required to be withheld in respect of an Award, in each case, in accordance with the terms of the Plan and any applicable Award Agreement, such surrendered or tendered Shares shall not again be available for the grant of Awards. For a stock-settled SAR, the number of Shares subject to the Award, not only the net Shares actually issued upon exercise of the SAR, shall be counted against the limit in Section 4.1.

 

4.

Section 17.8 of the Plan shall be deleted in its entirety and replaced with the following:

 

7.18       Separation from Service

 

The Board shall determine the effect of a Separation from Service upon Awards, and such effect shall be set forth in the applicable Award Agreement, provided that the Board shall only have the discretion to provide for the accelerated vesting of an Award upon a Separation from Service if such accelerated vesting would otherwise comply with Section 3.7.

 

5.

All other provisions of the Plan remain in full force and effect, other than any provision that conflicts with the terms and spirit of this amendment.

 

Adopted by the Board of Directors on April 17, 2025

 

Adopted by the Shareholders on June 10, 2025

 

 

 

v3.25.1

Cover	Jun. 10, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 10, 2025
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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