Quarterly Report (10-q)

Date : 08/07/2019 @ 8:07PM
Source : Edgar (US Regulatory)
Stock : Anavex Life Sciences Corporation (AVXL)
Quote : 2.44  0.0 (0.00%) @ 4:59AM
After Hours
Last Trade
Last $ 2.54 ▲ 0.10 (4.10%)

Quarterly Report (10-q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2019

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____to _____

 

Commission File Number: 001-37606

 

ANAVEX LIFE SCIENCES CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   98-0608404
(State or other jurisdiction of   (IRS Employer
incorporation or organization)   Identification No.)

 

51 West 52 nd Street, 7 th Floor, New York, NY USA 10019

(Address of principal executive offices) (Zip Code)

 

1-844-689-3939

(Registrant’s telephone number, including area code)

 

N/A
(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   Accelerated filer
Non-accelerated filer   Smaller reporting company
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 ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

 

Securities Registered Pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered
Common Stock Par Value $0.001   AVXL   NASDAQ Stock Market LLC

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 52,650,521 shares of common stock outstanding as of August 7, 2019.

 

 

 

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION 1
   
Item 1. FINANCIAL STATEMENTS 1
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 16
   
Item 3. Quantitative and Qualitative Disclosures about Market Risks. 30
   
Item 4. Controls and Procedures. 30
   
PART II – OTHER INFORMATION 31
   
Item 1. Legal Proceedings. 31
   
Item 1A. Risk Factors. 31
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 31
   
Item 3. Defaults Upon Senior Securities. 31
   
Item 4. Mine Safety Disclosures 31
   
Item 5. Other Information. 31
   
Item 6. Exhibits. 32
   
SIGNATURES 33

 

i

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS

 

ANAVEX LIFE SCIENCES CORP.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2019

(Unaudited)

 

 

 

 

 

 

1

 

 

ANAVEX LIFE SCIENCES CORP.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2019 and September 30, 2018

 

    June 30,     September 30,  
    2019     2018  
    (Unaudited)        
Assets            
Current            
Cash and cash equivalents   $ 21,249,206     $ 22,930,638  
Sales tax recoverable     93,314       40,171  
Prepaid expenses     459,618       1,251,798  
Deposits - short term     15,000       -  
      21,817,138       24,222,607  
Deferred costs     151,133       101,133  
Deposits     -       52,396  
Total Assets   $ 21,968,271     $ 24,376,136  
                 
Liabilities and Stockholders’ Equity                
Current                
Accounts payable and accrued liabilities   $ 4,336,607     $ 3,884,626  
Total Liabilities     4,336,607       3,884,626  
                 
Commitments - Note 5                
                 
Capital stock                
Authorized:                
10,000,000 preferred stock, par value $0.001 per share
100,000,000 common shares, par value $0.001 per share
               
Issued and outstanding:                
51,509,871 common shares (September 30, 2018 - 45,933,472)     51,511       45,935  
Additional paid-in capital     148,927,688       129,377,542  
Accumulated deficit     (131,347,535 )     (108,931,967 )
Total Stockholders’ Equity     17,631,664       20,491,510  
Total Liabilities and Stockholders’ Equity   $ 21,968,271     $ 24,376,136  

 

See Accompanying Notes to Condensed Consolidated Interim Financial Statements

 

2

 

 

ANAVEX LIFE SCIENCES CORP.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three and nine months ended June 30, 2019 and 2018

(Unaudited)

 

    Three months ended June 30,     Nine months ended June 30,  
    2019     2018     2019     2018  
Operating expenses                        
General and administrative   $ 1,388,729     $ 1,620,379     $ 5,211,287     $ 4,507,632  
Research and development     5,758,446       2,997,634       17,549,442       8,936,969  
                                 
Total operating expenses     (7,147,175 )     (4,618,013 )     (22,760,729 )     (13,444,601 )
                                 
Other income (expenses)                                
Grant income     74,944       74,528       223,999       74,528  
Research and development incentive income     -       1,629,513       -       1,629,513  
Interest income, net     34,838       112,226       165,103       171,249  
Gain on settlement of accounts payable     36,978               36,978       -  
Financing related charges     -       (30,943 )     -       (30,943 )
Foreign exchange gain (loss), net     (54,546 )     (16,475 )     (4,854 )     (22,833 )
Total other income, net     92,214       1,768,849       421,226       1,821,514  
Net loss before provision for income taxes     (7,054,961 )     (2,849,164 )     (22,339,503 )     (11,623,087 )
                                 
Income tax expense     (19,300 )     -       (76,065 )     (37,266 )
                                 
Net loss and comprehensive loss   $ (7,074,261 )   $ (2,849,164 )   $ (22,415,568 )   $ (11,660,353 )
                                 
Loss per share                                
Basic and diluted   $ (0.14 )   $ (0.06 )   $ (0.47 )   $ (0.26 )
                                 
Weighted average number of shares outstanding                                
Basic and diluted     49,622,465       45,212,074       47,691,921       44,365,683  

 

See Accompanying Notes to Condensed Consolidated Interim Financial Statements

 

3

 

 

ANAVEX LIFE SCIENCES CORP.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended June 30, 2019 and 2018

(Unaudited)

 

    2019     2018  
Cash Flows used in Operating Activities            
Net loss   $ (22,415,568 )   $ (11,660,353 )
Adjustments to reconcile net loss to net cash used in operations:                
Stock-based compensation     5,194,343       4,025,412  
Changes in non-cash working capital balances related to operations:                
Sales tax recoverable     (53,143 )     3,603  
Prepaid expenses and deposits     792,180       (522,632 )
Deposits     37,396       -  
Accounts payable and accrued liabilities     451,981       (375,264 )
Net cash used in operating activities     (15,992,811 )     (8,529,234 )
                 
Cash Flows provided by Financing Activities                
Issuance of common shares     14,361,379       6,966,569  
Deferred financing charges     (50,000 )     (50,000 )
Net cash provided by financing activities     14,311,379       6,916,569  
                 
Decrease in cash and cash equivalents during the period     (1,681,432 )     (1,612,665 )
Cash and cash equivalents, beginning of period     22,930,638       27,440,257  
Cash and cash equivalents, end of period   $ 21,249,206     $ 25,827,592  

 

See Accompanying Notes to Condensed Consolidated Interim Financial Statements

 

4

 

 

ANAVEX LIFE SCIENCES CORP.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For the three months ended June 30, 2019 and 2018
(Unaudited)

 

    Common Stock              
    Shares     Par Value     Additional
Paid-in
Capital
    Common
Shares to be
Issued
    Accumulated
Deficit
    Total  
                                     
Balance, April 1, 2019     48,173,241     $ 48,175     $ 138,696,975     $ (292,700 )   $ (124,273,274 )   $ 14,179,176  
Shares issued under 2015 Purchase Agreement                                                
Purchase shares     2,619,403       2,619       7,833,451       292,700       -       8,128,770  
Commitment shares     14,070       14       (14 )     -       -       -  
Shares issued under 2019 Purchase Agreement                                                
Purchase shares     375,000       375       1,163,400       -       -       1,163,775  
Commitment shares     328,157       328       (328 )     -       -       -  
Shares issued pursuant to cashless exercise of warrants     -       -       -       -       -       -  
Share based compensation     -       -       1,234,204       -       -       1,234,204  
Net loss     -       -       -       -       (7,074,261 )     (7,074,261 )
Balance, June 30, 2019     51,509,871     $ 51,511     $ 148,927,688     $ -     $ (131,347,535 )   $ 17,631,664  
                                                 
Balance, April 1, 2018     44,573,788     $ 44,575     $ 122,724,029     $ -     $ (100,289,747 )   $ 22,478,857  
Shares issued under 2015 Purchase Agreement                                                
Purchase shares     650,000       649       2,277,550       -       -       2,278,199  
Commitment shares     4,093       5       (5 )     -       -       -  
Shares issued pursuant to cashless exercise of options     86,274       86       (86 )             -       -  
Share based compensation     -       -       1,677,731       -       -       1,677,731  
Net loss     -       -       -       -       (2,849,164 )     (2,849,164 )
Balance, June 30, 2018     45,314,155     $ 45,315     $ 126,679,219     $ -     $ (103,138,911 )   $ 23,585,623  

 

See Accompanying Notes to Condensed Consolidated Interim Financial Statements

 

5

 

 

ANAVEX LIFE SCIENCES CORP.
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For the nine months ended June 30, 2019 and 2018
(Unaudited)

 

    Common Stock              
    Shares     Par Value     Additional
Paid-in
Capital
    Common
Shares to be
Issued
    Accumulated
Deficit
    Total  
                                     
Balance, October 1, 2018     45,933,472     $ 45,935     $ 129,377,542     $       -     $ (108,931,967 )   $ 20,491,510  
Shares issued under 2015 Purchase Agreement                                                
Purchase shares     4,848,995       4,849       13,192,755       -       -       13,197,604  
Commitment shares     23,701       27       (27 )     -       -       -  
Shares issued under 2019 Purchase Agreement                                                
Purchase shares     375,000       375       1,163,400       -       -       1,163,775  
Commitment shares     328,157       324       (324 )     -       -       -  
Shares issued pursuant to cashless exercise of warrants     546       1       (1 )     -       -       -  
Share based compensation     -       -       5,194,343       -       -       5,194,343  
Net loss     -       -       -       -       (22,415,568 )     (22,415,568 )
Balance, June 30, 2019     51,509,871     $ 51,511     $ 148,927,688     $ -     $ (131,347,535 )   $ 17,631,664  
                                                 
Balance, October 1, 2017     43,330,817     $ 43,332     $ 115,689,221     $ -     $ (91,478,558 )   $ 24,253,995  
Shares issued under 2015 Purchase Agreement                                                
Purchase shares     1,883,580       1,883       6,964,686       -       -       6,966,569  
Commitment shares     12,514       13       (13 )     -       -       -  
Shares issued pursuant to cashless exercise of options     87,244       87       (87 )             -       -  
Share based compensation     -       -       4,025,412       -       -       4,025,412  
Net loss     -       -       -       -       (11,660,353 )     (11,660,353 )
Balance, June 30, 2018     45,314,155     $ 45,315     $ 126,679,219     $ -     $ (103,138,911 )   $ 23,585,623  

 

See Accompanying Notes to Condensed Consolidated Interim Financial Statements

 

6

 

 

Anavex Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

June 30, 2019

(Unaudited)

 

Note 1 Business Description and Basis of Presentation

 

Business

 

Anavex Life Sciences Corp. (the “Company”) is a clinical stage biopharmaceutical company engaged in the development of differentiated therapeutics by applying precision medicine to central nervous system (“CNS”) diseases with high unmet need. Anavex analyzes genomic data from clinical studies to identify biomarkers, which select patients that will receive the therapeutic benefit for the treatment of neurodegenerative and neurodevelopmental diseases. The Company’s lead compound ANAVEX®2-73 is being developed to treat Alzheimer’s disease, Parkinson’s disease and potentially other central nervous system diseases, including rare diseases, such as Rett syndrome, a rare severe neurological monogenic disorder caused by mutations in the X-linked gene, methyl-CpG-binding protein 2 (“MECP2”).

 

Basis of Presentation

 

These unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. Accordingly, certain information and note disclosures normally included in the annual financial statements in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the disclosures are adequate to make the information presented not misleading.

 

These accompanying unaudited interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained herein. The consolidated balance sheet as of September 30, 2018 was derived from the audited annual financial statements but does not include all disclosures required by U.S. GAAP. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended September 30, 2018 filed with the SEC on December 12, 2018. The Company follows the same accounting policies in the preparation of interim reports.

 

Operating results for the nine months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending September 30, 2019.

 

Liquidity

 

All of the Company’s potential drug compounds are in the clinical development stage and the Company cannot be certain that its research and development efforts will be successful or, if successful, that its potential drug compounds will ever be approved for sales to pharmaceutical companies or generate commercial revenues. To date, we have not generated any revenues from our operations. The Company expects the business to continue to experience negative cash flows for the foreseeable future and cannot predict when, if ever, our business might become profitable.

 

7

 

 

Anavex Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

June 30, 2019

(Unaudited)

 

Note 1 Business Description and Basis of Presentation – (continued)

 

The Company believes that its existing cash and cash equivalents, along with existing financial commitments from third parties, will be sufficient to meet its cash commitments for in excess of two years after the date these condensed consolidated interim financial statements are issued. The process of drug development can be costly, and the timing and outcomes of clinical trials is uncertain. The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon a number of factors including but not limited to the design, timing and duration of future clinical trials, the progress of the Company’s research and development programs and the level of financial resources available. The Company has the ability to adjust its operating plan spending levels based on the timing of future clinical trials.

 

Other than our rights related to the Sales Agreement (Note 4) and the 2019 Purchase Agreement (Note 4), there can be no assurance that additional financing will be available to the Company when needed or, if available, that it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional financing on a timely basis, if and when it is needed, the Company will be forced to delay or scale down some or all of its research and development activities.

 

Use of Estimates

 

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuations, asset impairment, stock-based compensation and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 

8

 

 

Anavex Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

June 30, 2019

(Unaudited)

 

Note 1 Business Description and Basis of Presentation – (continued)

 

Principles of Consolidation

 

These consolidated financial statements include the accounts of Anavex Life Sciences Corp. and its wholly-owned subsidiaries, Anavex Australia Pty Limited, a company incorporated under the laws of Australia, Anavex Germany GmbH, a company incorporated under the laws of Germany, and Anavex Canada Ltd., a company incorporated under the laws of the Province of Ontario, Canada. All inter-company transactions and balances have been eliminated.

 

Fair Value Measurements

 

The fair value hierarchy under GAAP is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

 

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

 

Level 3 - assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

The book value of cash and cash equivalents and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of those instruments.

 

At June 30, 2019 and September 30, 2018, the Company did not have any Level 3 assets or liabilities.

 

Basic and Diluted Loss per Share

 

Basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the weighted average number of all potentially dilutive securities convertible into shares of common stock that were outstanding during the period.

 

As of June 30, 2019, loss per share excludes 8,818,766 (September 30, 2018 – 7,185,296) potentially dilutive common shares related to outstanding options and warrants, as their effect was anti-dilutive.

 

Reclassifications

 

Certain amounts from the prior year have been reclassified to conform to the current year’s presentation.

 

9

 

 

Anavex Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

June 30, 2019

(Unaudited)

 

Note 2 Recent Accounting Pronouncements

 

Recently Adopted Accounting Pronouncements

 

In May 2014, the FASB and the International Accounting Standards Board (IASB) issued a converged standard on revenue recognition from contracts with customers, ASU 2014-09 (Topic 606 and IFRS 15). This standard superseded nearly all existing revenue recognition guidance. ASU 2014-09 was effective for the Company on a prospective basis beginning on October 1, 2018. The adoption of this standard did not have a material impact for any period presented.

 

In May 2017, the FASB issued ASU No. 2017-09, “Compensation–Stock Compensation (Topic 718): Scope of Modification Accounting,” clarifying when a change to the terms or conditions of a share-based payment award must be accounted for as a modification. The new guidance requires modification accounting if the fair value, vesting condition or the classification of the award is not the same immediately before and after a change to the terms and conditions of the award. The new guidance was effective for the Company on a prospective basis beginning on October 1, 2018. The adoption of this standard did not have a material impact for any period presented.

 

Recent Accounting Pronouncements Not Yet Adopted

 

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases . The guidance would require lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right –of use assets. The guidance is effective for annual and interim reporting periods beginning on or after December 15, 2018. The new guidance is effective for the Company on a prospective basis beginning on October 1, 2019. The Company is currently evaluating the impact this guidance will have on its financial condition, results of operations and cash flows.

 

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718), Improvements to Nonemployee Share-based Payments (“ASU 2018-07”). This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. The effective date for the standard is for interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted, but no earlier than the Company’s adoption date of Topic 606. The new guidance is effective for the Company beginning on October 1, 2019. The new guidance is required to be applied retrospectively with the cumulative effect recognized at the date of initial application. The Company is currently evaluating the impact this guidance will have on its financial condition, results of operations and cash flows.

 

Other than noted above, the Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

 

10

 

 

Anavex Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

June 30, 2019

(Unaudited)

 

Note 3 Other Income

 

Grant Income

 

Clinical Study Grant

 

During the year ended September 30, 2017, the Company was awarded grant funding in the amount of $597,886. The grant is being received in equal quarterly installments over a period of two years beginning during the year ended September 30, 2018 in exchange for a commitment to complete clinical testing for a therapeutic drug candidate for the treatment of Rett syndrome.

 

The grant income is deferred when received and amortized to other income as the related research and development expenditures are incurred. During the three and nine months ended June 30, 2019, the Company recognized $74,944 and $223,999, respectively (2018: $74,528 and $74,528, respectively) of this grant on its statement of operations within grant income.

 

Note 4 Equity Offering Agreements

 

Controlled Equity Offering Sales Agreement

 

On July 6, 2018, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as agent (“Cantor Fitzgerald”), pursuant to which the Company may offer and sell shares of common stock, for aggregate gross sale proceeds of up to $50,000,000 from time to time through Cantor Fitzgerald (the “Offering”). 

 

Upon delivery of a placement notice based on the Company’s instructions and subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald may sell the Shares by methods deemed to be an “at the market offering” offering, 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 Cantor Fitzgerald may suspend or terminate the offering of Shares upon notice to the other party, subject to certain conditions.  Cantor Fitzgerald will act as sales agent 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 Cantor Fitzgerald 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 Cantor Fitzgerald with customary indemnification and contribution rights. At June 30, 2019, the Company had incurred $151,133 in legal and accounting fees associated with the Sales Agreement. This amount is included in deferred financing charges at June 30, 2019 and is expected to be reclassified to share capital upon issuance of shares under the Sales Agreement. At June 30, 2019, no shares have been sold pursuant to the Offering.

 

11

 

 

Anavex Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

June 30, 2019

(Unaudited)

 

Note 4 Equity Offering Agreements – Continued

 

2015 Purchase Agreement

 

On October 21, 2015, the Company entered into a $50,000,000 purchase agreement (the “2015 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company could sell and issue to Lincoln Park, and Lincoln Park was obligated to purchase, up to $50,000,000 in value of its shares of common stock from time to time over a 36-month period.

 

During the nine months ended June 30, 2019, the Company issued to Lincoln Park an aggregate of 4,872,696 (2018: 1,896,094) shares of common stock under the Purchase Agreement, including 4,848,995 (2018: 1,883,580) shares of common stock for an aggregate purchase price of $13,197,604 (2018: $6,966,569) and 23,701 (2018: 12,514) commitment shares. At June 30, 2019, all remaining purchase amounts available under the 2015 Purchase Agreement have been utilized. As such, no further shares will be sold under the 2015 Purchase Agreement.

 

2019 Purchase Agreement

 

On June 7, 2019, the Company entered into a $50,000,000 purchase agreement (the “2019 Purchase Agreement”) with Lincoln Park, which succeeded the Company’s 2015 Purchase Agreement, pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $50,000,000 in value of its shares of common stock from time to time over a 36-month period starting from the effective date of the respective registration statement, to June 12, 2022.

 

The Company may direct Lincoln Park, at its sole discretion, and subject to certain conditions, to purchase up to 200,000 shares of common stock on any business day, provided that at least one business day has passed since the most recent purchase. The amount of a purchase may be increased under certain circumstances provided, however that Lincoln Park’s committed obligation under any single purchase shall not exceed $2,000,000. The purchase price of shares of common stock related to the future funding will be based on the then prevailing market prices of such shares at the time of sales as described in the 2019 Purchase Agreement.

 

The 2019 Purchase Agreement limits the Company’s sale shares of Common Stock to Lincoln Park to 10,076,680 shares of Common Stock, representing 19.99% of the shares of the Common Stock outstanding on the date of the 2019 Purchase Agreement unless (i) shareholder approval is obtained to issue more than such amount or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the 2019 Purchase Agreement equals or exceeds the lower of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the Execution Date or (B) the average of the closing price of the Common Stock on the Nasdaq Capital Market for the five Business Days immediately preceding the Execution Date.

 

In consideration for entering into the 2019 Purchase Agreement, the Company issued to Lincoln Park 324,383 shares of common stock as a commitment fee and agreed to issue up to 162,191 shares pro rata, when and if, Lincoln Park purchases at the Company’s discretion the $50,000,000 aggregate commitment.

 

During the nine months ended June 30, 2019, the Company issued to Lincoln Park an aggregate of 703,157 (2018: Nil) shares of common stock under the Purchase Agreement, including 375,000 (2018: Nil) shares of common stock for an aggregate purchase price of $1,163,775 (2018: $Nil) and 328,157 (2018: Nil) commitment shares. At June 30, 2019, an amount of $48,836,225 remained available under the 2019 Purchase Agreement.

 

12

 

 

Anavex Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

June 30, 2019

(Unaudited)

 

Note 5 Commitments

 

a) Litigation

 

The Company is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Company’s consolidated financial statements. The Company does not believe that any of such pending claims and legal proceedings will have a material adverse effect on its consolidated financial statements.

 

b) Share Purchase Warrants

 

A summary of the status of the Company’s outstanding share purchase warrants is presented below:

 

    Number of Shares     Weighted Average
Exercise Price
 
Balance, October 1, 2017     1,609,309     $ 2.66  
Issued     350,000     $ 4.19  
Exercised     (756,143 )   $ 2.96  
Expired     (524,787 )   $ 3.00  
Balance, September 30, 2018     678,379     $ 2.87  
Exercised     (1,250 )   $ 1.68  
Expired     (319,629 )   $ 1.46  
Balance, June 30, 2019     357,500     $ 4.12  

 

During the nine months ended June 30, 2019, the Company issued 546 shares in connection with the exercise of 1,250 share purchase warrants on a cashless basis.

 

13

 

 

Anavex Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

June 30, 2019

(Unaudited)

 

Note 5 Commitments – (Continued)

 

c) Stock–based Compensation Plan

 

2015 Stock Option Plan

 

On September 18, 2015, the Company’s board of directors (the “Board”) approved a 2015 Omnibus Incentive Plan (the “2015 Plan”), which provides for the grant of stock options and restricted stock awards to directors, officers, employees and consultants of the Company.

 

The maximum number of our common shares reserved for issue under the plan is 6,050,553 shares, subject to adjustment in the event of a change of the Company’s capitalization.

 

The 2015 Plan provides that it may be administered by the Board, or the Board may delegate such responsibility to a committee. The exercise price will be determined by the board of directors at the time of grant shall be at least equal to the fair market value on such date. If the grantee is a 10% stockholder on the grant date, then the exercise price shall not be less than 110% of fair market value of the Company’s shares of common stock on the grant date. Stock options may be granted under the 2015 Plan for an exercise period of up to ten years from the date of grant of the option or such lesser periods as may be determined by the board, subject to earlier termination in accordance with the terms of the 2015 Plan.

 

2019 Stock Option Plan

 

On January 15, 2019, the Board approved the 2019 Omnibus Incentive Plan (the “2019 Plan”), which provides for the grant of stock options and restricted stock awards to directors, officers, employees, consultants and advisors of the Company. Under the terms of the 2019 Plan, 6,000,000 additional shares of Common Stock are available for issuance under the 2019 Plan, in addition to the shares available under the 2015 Plan. Any awards outstanding under the 2015 Plan or the Company’s 2007 Stock Option Plan (the “2007 Plan”) will remain subject to and be paid under the 2015 Plan or the 2007 Plan, respectively, and any shares subject to outstanding awards under the 2015 Plan or the 2007 Plan that subsequently cease to be subject to such awards (other than by reason of settlement of the awards in shares) will automatically become available for issuance under the 2019 Plan.

 

The 2019 Plan provides that it may be administered by the Board, or the Board may delegate such responsibility to a committee. The exercise price will be determined by the board of directors at the time of grant shall be at least equal to the fair market value on such date. If the grantee is a 10% stockholder on the grant date, then the exercise price shall not be less than 110% of fair market value of the Company’s shares of common stock on the grant date. Stock options may be granted under the 2019 Plan for an exercise period of up to ten years from the date of grant of the option or such lesser periods as may be determined by the board, subject to earlier termination in accordance with the terms of the 2019 Plan.

 

14

 

 

Anavex Life Sciences Corp.

Notes to the Condensed Consolidated Interim Financial Statements

June 30, 2019

(Unaudited)

 

Note 5 Commitments – (Continued)

 

c) Stock–based Compensation Plan – (Continued)

 

A summary of the status of Company’s outstanding stock purchase options is presented below:

 

    Number of
Shares
    Weighted
Average
Exercise Price
    Weighted Average
Grant Date Fair Value
    Aggregate
intrinsic value
 
Outstanding at October 1, 2017     5,092,030     $ 4.13                  $ 5,280,544  
Granted     1,730,000     $ 2.71     $ 2.09          
Forfeited     (164,280 )   $ 3.66                  
Exercised     (150,833 )   $ 1.18                  
Outstanding at September 30, 2018     6,506,917     $ 3.83             $ 2,353,088  
Granted     2,240,399     $ 2.79     $ 2.27          
Forfeited     (286,050 )   $ 3.30                  
Outstanding at June 30, 2019     8,461,266     $ 3.58             $ 5,196,106  
Exercisable at June 30, 2019     5,460,583     $ 3.79             $ 3,798,337  

 

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted market price of the Company’s stock for the options that were in-the-money at June 30, 2019.

 

During the three and nine months ended June 30, 2019, the Company recognized stock-based compensation expense in connection with the issuance and vesting of stock options in exchange for services. These amounts have been included in general and administrative expenses and research and development expenses on the Company’s statement of operations as follows:

 

    Three months ended June 30,     Nine months ended June 30,  
    2019     2018     2019     2018  
General and administrative   $ 579,636     $ 802,592     $ 2,586,223     $ 1,999,633  
Research and development     654,568       875,139       2,608,120       2,025,779  
Total share based compensation   $ 1,234,204     $ 1,677,731     $ 5,194,343     $ 4,025,412  

 

An amount of approximately $6,446,000 in stock-based compensation is expected to be recorded over the remaining term of such options through June 2022.

 

The fair value of each option award is estimated on the date of grant using the Black Scholes option pricing model based on the following weighted average assumptions:

 

    2019     2018  
Risk-free interest rate     2.51 %     2.73 %
Expected life of options (years)     6.04       6.84  
Annualized volatility     104.51 %     108.67 %
Dividend rate     0.00 %     0.00 %

 

Note 6 Subsequent Events

 

Subsequent to June 30, 2019, the Company received research and development incentive income of $1,658,277 (AUD 2,360,201). This amount will be recognized as other income during the Company’s fourth quarter, in accordance with the Company’s accounting policy which requires the Company to recognize such income in the period in which it is received.

 

15

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q includes forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our anticipated future clinical and regulatory milestone events, future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “expect” “should,” “forecast,” “could,” “suggest,” “plan” and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such forward-looking statements include, without limitation, statements regarding:

 

our ability to generate any revenue or to continue as a going concern;
our ability to successfully conduct clinical and preclinical trials for our product candidates;
our ability to raise additional capital on favorable terms;
our ability to execute our research and development plan on time and on budget;
our products ability to demonstrate efficacy or an acceptable safety profile;
our ability to obtain the support of qualified scientific collaborators;
our ability, whether alone or with commercial partners, to successfully commercialize any of our product candidates that may be approved for sale;
our ability to identify and obtain additional product candidates;
our reliance on third parties in non-clinical and clinical studies;
our ability to defend against product liability claims;
our ability to safeguard against security breaches;
our ability to obtain and maintain sufficient intellectual property protection for our product candidates;
our ability to comply with our intellectual property licensing agreements;
our ability to defend against claims of intellectual property infringement;
our ability to comply with the maintenance requirements of the government patent agencies;
our ability to protect our intellectual property rights throughout the world;
competition;
the anticipated start dates, durations and completion dates of our ongoing and future clinical studies;
the anticipated designs of our future clinical studies;
our anticipated future regulatory submissions and our ability to receive regulatory approvals to develop and market our product candidates; and
our anticipated future cash position.

 

We have based these forward-looking statements largely on our current expectations and projections about future events, including the responses we expect from the U.S. Food and Drug Administration, (“FDA”), and other regulatory authorities and financial trends that we believe may affect our financial condition, results of operations, business strategy, preclinical and clinical trials, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions including without limitation the risks described in “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K. These risks are not exhaustive. Other sections of this Quarterly Report on Form 10-Q include additional factors which could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable laws including the securities laws of the United States, we assume no obligation to update or supplement forward-looking statements.

 

As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” and “Anavex” mean Anavex Life Sciences Corp., unless the context clearly requires otherwise.

 

16

 

 

Our Current Business

 

Anavex Life Sciences Corp. is a clinical stage biopharmaceutical company engaged in the development of differentiated therapeutics by applying precision medicine to central nervous system (“CNS”) diseases with high unmet need. Anavex analyzes genomic data from clinical studies to identify biomarkers, which select patients that will receive the therapeutic benefit for the treatment of neurodegenerative and neurodevelopmental diseases.

 

Our lead compound, ANAVEX ® 2-73, is being developed to treat Alzheimer’s disease, Parkinson’s disease and potentially other central nervous system diseases, including rare diseases, such as Rett syndrome, a rare severe neurological monogenic disorder caused by mutations in the X-linked gene, methyl-CpG-binding protein 2 (“MECP2”).

 

Our total portfolio currently consists of five programs. To prioritize the allocation of our resources, we designate certain programs as core programs and others as seed programs, and we currently have two core programs and three seed programs. Our core programs are at various stages of clinical and preclinical development, in neurodegenerative and neurodevelopmental diseases.

 

The following table summarizes key information about our programs:

 

 

Anavex has a portfolio of compounds varying in sigma-1 receptor (S1R) binding activities. The SIGMAR1 gene encodes the S1R protein, which is an intracellular chaperone protein with important roles in cellular communication. S1R is also involved in transcriptional regulation at the nuclear envelope and restores homeostasis and stimulates recovery of cell function when activated. In order to validate the ability of our compounds to activate quantitatively the S1R, we performed in collaboration with Stanford University a quantitative Positron Emission Tomography (PET) imaging scan in mice, which demonstrated a dose-dependent ANAVEX ® 2-73 target engagement or receptor occupancy (RO) with S1R in the brain.

 

17

 

 

 

Cellular Homeostasis

 

Many diseases are possibly directly caused by chronic homeostatic imbalances or cellular stress of brain cells. In pediatric diseases like Rett syndrome or infantile spasms, the chronic cellular stress is possibly caused by the presence of a constant genetic mutation. In neurodegenerative diseases, such as Alzheimer’s and Parkinson’s diseases, chronic cellular stress is possibly caused by age-correlated buildup of cellular insult and hence chronic cellular stress. Specifically, defects in homeostasis of protein or ribonucleic acid (“RNA”) lead to the death of neurons and dysfunction of the nervous system. The spreading of protein aggregates resulting in a proteinopathy, a characteristic finding in Alzheimer’s and Parkinson’s diseases that results from disorders of protein synthesis, trafficking, folding, processing or degradation in cells. The clearance of macromolecules in the brain is particularly susceptible to imbalances that result in aggregation and degeneration in nerve cells. For example, Alzheimer’s disease pathology is characterized by the presence of amyloid plaques, neurofibrillary tangles, which are aggregates of hyperphosphorylated Tau protein that are a marker of other diseases known as tauopathies as well as inflammation of microglia. With the SIGMAR1 activation through SIGMAR1 agonists like ANAVEX ® 2-73, our approach is to restore cellular balance, i.e. homeostasis. Therapies that correct defects in cellular homeostasis might have the potential to halt or delay neurodevelopmental and neurodegenerative disease progression.

 

ANAVEX ® 2-73-specific Biomarkers

 

A full genomic analysis of Alzheimer’s disease (AD) patients treated with ANAVEX ® 2-73 resulted in the identification of actionable genetic variants. A significant impact of the genomic biomarkers SIGMAR1, the direct target of ANAVEX ® 2-73 and COMT, a gene involved in memory function, on the drug response level was identified, leading to an early ANAVEX ® 2-73-specific biomarker hypothesis. It is expected that excluding patients with these two identified biomarker variants (approximately 10%-20% of the population) in prospective studies would identify approximately 80%-90% patients that would display clinically significant improved functional and cognitive scores. The consistency between the identified DNA and RNA data related to ANAVEX ® 2-73, which are considered independent of AD pathology, as well as multiple endpoints and time-points, provides support for precision medicine clinical development of ANAVEX ® 2-73 by using genetic biomarkers identified within the study population itself to target patients who are most likely to respond to ANAVEX ® 2-73 treatment in AD as well as indications like Parkinson’s disease dementia (PDD) or Rett syndrome (RTT) in which ANAVEX ® 2-73 is currently studied or planned to be studied.

 

18

 

 

Clinical Studies Overview

 

Alzheimer’s Disease

 

In November 2016, we completed a Phase 2a clinical trial, consisting of PART A and PART B, which lasted a total of 57 weeks, for ANAVEX ® 2-73 in mild-to-moderate Alzheimer’s patients. This open-label randomized trial met both primary and secondary endpoints and was designed to assess the safety and exploratory efficacy of ANAVEX ® 2-73 in 32 patients. ANAVEX ® 2-73 targets sigma-1 and muscarinic receptors, which have been shown in preclinical studies to reduce stress levels in the brain believed to restore cellular homeostasis and to reverse the pathological hallmarks observed in Alzheimer’s disease. In October 2017, we presented positive pharmacokinetic (PK) and pharmacodynamic (PD) data from the Phase 2a study, which established a concentration-effect relationship between ANAVEX ® 2-73 and study measurements. These measures obtained from all patients who participated in the entire 57 weeks include exploratory cognitive and functional scores as well as biomarker signals of brain activity. Additionally, the study appears to show that ANAVEX ® 2-73 activity is enhanced by its active metabolite (ANAVEX19-144), which also targets the sigma-1 receptor and has a half-life approximately twice as long as the parent molecule.

 

In March 2016, we received approval from the Ethics Committee in Australia to extend the Phase 2a clinical trial by an additional 108 weeks, which had been requested by patients and their caregivers. Subsequently, in May 2018, we received approval from the Ethics Committee in Australia to further extend the Phase 2a extension trial for an additional two years. The two consecutive trial extensions have allowed participants who completed the 52-week PART B of the study to continue taking ANAVEX ® 2-73, providing an opportunity to gather extended safety data for a cumulative time period of five years.

 

In October 2018, we presented new long-term clinical data for ANAVEX ® 2-73 in a presentation at the 2018 Clinical Trials on Alzheimer’s Disease (CTAD) Meeting. At 148 weeks into the five-year extended Phase 2a clinical study, data confirmed a significant association between ANAVEX ® 2-73 concentration and both exploratory functional and cognitive endpoints as measured by the Alzheimer’s Disease Cooperative Study-Activities of Daily Living (ADCS-ADL) evaluation and the Mini Mental State Examination (MMSE), respectively. The cohort of patients treated with higher ANAVEX ® 2-73 concentration maintained ADCS-ADL performance compared to the lower concentration cohort (p<0.0001). As well, the patient cohort with the higher ANAVEX ® 2-73 concentration performed better at MMSE compared to the lower concentration cohort (p<0.0008). A significant impact on the drug response levels of both the SIGMAR1 (p<0.0080) and COMT (p<0.0014) genomic biomarkers, identified and specified at week 57, was also confirmed over the 148-week period. Further, ANAVEX ® 2-73 demonstrated continued favorable safety and tolerability through 148 weeks.

 

A larger Phase 2b/3 double-blind, placebo-controlled study of ANAVEX ® 2-73 in Alzheimer’s disease commenced in October 2018, which is independent of the ongoing Phase 2a extension study. The Phase 2b/3 study will enroll approximately 450 patients for 48 weeks, randomized 1:1:1 to two different ANAVEX ® 2-73 doses or placebo. The trial is currently taking place in Australia; however, North American sites may also be added. The ANAVEX ® 2-73 Phase 2b/3 study design incorporates genomic precision medicine biomarkers identified in the ANAVEX ® 2-73 Phase 2a study. Primary and secondary endpoints will assess safety and both cognitive and functional efficacy, measured through Alzheimer’s Disease Assessment Scale – Cognition (ADAS-Cog), ADCS-ADL and Clinical Dementia Rating – Sum of Boxes for cognition and function (CDR-SB).

 

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Rett Syndrome

 

In February 2016, we presented positive preclinical data for ANAVEX ® 2-73 in Rett syndrome, a rare neurodevelopmental disease. The study was funded by the International Rett Syndrome Foundation (“Rettsyndrome.org”). In January 2017, we were awarded a financial grant from Rettsyndrome.org of a minimum of $0.6 million to cover some of the costs of a multicenter Phase 2 clinical trial of ANAVEX ® 2-73 for the treatment of Rett syndrome. This award is being received in quarterly instalments which commenced during fiscal 2018.

 

In March 2019, the Company commenced a Phase 2 clinical trial of ANAVEX ® 2-73 for the treatment of Rett syndrome. The study is the first in a planned Anavex Rett syndrome program in a range of patient age demographics and geographic regions. The Phase 2 study is taking place in the United States and is a randomized double-blind, placebo-controlled safety, tolerability, pharmacokinetic and efficacy study of oral liquid ANAVEX ® 2-73 formulation to treat Rett syndrome. Pharmacokinetic and dose findings will be investigated in a total of 15 patients over a 7-week treatment period including ANAVEX ® 2-73-specific genomic precision medicine biomarkers. All patients who participate in the study will be eligible to receive ANAVEX ® 2-73 under a voluntary open label extension protocol. This study is being followed by a placebo-controlled safety and efficacy evaluation of ANAVEX ® 2-73 over a 3-month treatment period. Primary and secondary endpoints include safety as well as Rett syndrome conditions such as cognitive impairment, motor impairment, behavioral symptoms and seizure activity. The ANAVEX ® 2-73 Phase 2 Rett syndrome study designs incorporate genomic precision medicine biomarkers identified in the ANAVEX ® 2-73 Phase 2a Alzheimer’s disease study.

 

In June 2019, the Company commenced a Phase 2 double-blind, randomized, placebo-controlled study of ANAVEX ® 2-73 for the treatment of Rett syndrome, called AVATAR. The Phase 2 study is taking place in Australia and is using a convenient once-daily oral liquid ANAVEX ® 2-73 formulation. Similar to the United States based Phase 2 study for Rett syndrome, the study will evaluate the safety and efficacy of ANAVEX ® 2-73 in approximately 30 patients over a 7-week treatment period including ANAVEX ® 2-73 specific precision medicine biomarkers. All patients who participate in the study will be eligible to receive ANAVEX ® 2-73 under a voluntary open label extension protocol.

  

Parkinson’s Disease

 

In September 2016, we presented positive preclinical data for ANAVEX ® 2-73 in Parkinson’s disease, which demonstrated significant improvements on all measures: behavioral, histopathological, and neuroinflammatory endpoints. The study was funded by the Michael J. Fox Foundation. Additional data was announced in October 2017 from the model for experimental parkinsonism. The data presented indicates that ANAVEX ® 2-73 induces robust neurorestoration in experimental parkinsonism. The encouraging results we have gathered in this model, coupled with the favorable profile of this compound in the Alzheimer’s disease trial, support the notion that ANAVEX ® 2-73 is a promising clinical candidate drug for Parkinson’s disease.

 

In October 2018, the Company initiated in Spain, a double-blind, randomized, placebo-controlled Phase 2 trial with ANAVEX ® 2-73 in Parkinson’s Disease Dementia (PDD), which will study the effect of the compound on both the cognitive and motor impairment of Parkinson’s disease. The Phase 2 study will enroll approximately 120 patients for 14 weeks, randomized 1:1:1 to two different ANAVEX ® 2-73 doses or placebo. The ANAVEX ® 2-73 Phase 2 PDD study design incorporates genomic precision medicine biomarkers identified in the ANAVEX ® 2-73 Phase 2a study.

 

Our Pipeline

 

Our research and development pipeline includes ANAVEX ® 2-73 currently in three different clinical studies, and several compounds in different stages of pre-clinical study.

 

Our proprietary SIGMACEPTOR™ Discovery Platform produced small molecule drug candidates with unique modes of action, based on our understanding of sigma receptors. Sigma receptors may be targets for therapeutics to combat many human diseases, both of neurodegenerative nature, including Alzheimer’s disease, as well as of neurodevelopmental nature, like Rett syndrome. When bound by the appropriate ligands, sigma receptors influence the functioning of multiple biochemical signals that are involved in the pathogenesis (origin or development) of disease.

 

Compounds that have been subjects of our research include the following:

 

20

 

 

ANAVEX ® 2-73

 

ANAVEX ® 2-73 may offer a disease-modifying approach in neurodegenerative and neurodevelopmental diseases by activation of sigma-1 receptors.

 

In Rett syndrome, administration of ANAVEX ® 2-73 resulted in both significant and dose related improvements in an array of behavioral paradigms in the MECP2 HET Rett syndrome disease model. In addition, in a further experiment sponsored by Rettsyndrome.org, ANAVEX ® 2-73 was evaluated in automatic visual response and respiration tests in 7-month old mice, an age at which advanced pathology is evident. Vehicle-treated MECP2 mice demonstrated fewer automatic visual responses than wild-type mice. Treatment with ANAVEX ® 2-73 for four weeks significantly increased the automatic visual response in the MECP2 Rett syndrome disease mouse. Additionally, chronic oral dosing daily for 6.5 weeks of ANAVEX ® 2-73 starting at ~5.5 weeks of age was conducted in the MECP2 HET Rett syndrome disease mouse model assessed the different aspects of muscular coordination, balance, motor learning and muscular strengths, some of the core deficits observed in Rett syndrome. Administration of ANAVEX ® 2-73 resulted in both significant and dose related improvements in an array of these behavioral paradigms in the MECP2 HET Rett syndrome disease model.

 

In March 2019, the Company initiated a Phase 2 clinical trial of ANAVEX ® 2-73 for the treatment of Rett syndrome. The Phase 2 study is taking place in the United States and is a randomized double-blind, placebo-controlled safety, tolerability, pharmacokinetic and efficacy study of oral liquid ANAVEX ® 2-73 formulation to treat Rett syndrome. Pharmacokinetic and dose finding will be investigated in a total of 15 patients over a 7-week treatment period using ANAVEX®2-73-specific genomic precision medicine biomarkers. All patients who participate in the study will be eligible to receive ANAVEX®2-73 under a voluntary open label extension protocol. This study is part of a planned Rett syndrome program.

 

In June 2019, the Company commenced a Phase 2 double-blind, randomized, placebo-controlled study of ANAVEX ® 2-73 for the treatment of Rett syndrome, called AVATAR. The Phase 2 study is taking place in Australia and is using a convenient once-daily oral liquid ANAVEX ® 2-73 formulation. Similar to the United States based Phase 2 study for Rett syndrome, the study will evaluate the safety and efficacy of ANAVEX ® 2-73 in approximately 30 patients over a 7-week treatment period including ANAVEX ® 2-73 specific precision medicine biomarkers. All patients who participate in the study will be eligible to receive ANAVEX ® 2-73 under a voluntary open label extension protocol

 

In May 2016 and June 2016, the FDA granted Orphan Drug Designation to ANAVEX ® 2-73 for the treatment of Rett syndrome and infantile spasms, respectively.

 

For Parkinson’s disease, data demonstrates significant improvements and restoration of function in a disease modifying animal model of Parkinson’s disease. Significant improvements were seen on all measures tested: behavioral, histopathological, and neuroinflammatory endpoints. In July 2018 the Company received approval from the Spanish Agency for Medicinal Products and Medical Devices (AEMPS), to initiate its Phase 2, double-blind, placebo-controlled 14-week trial of the safety and efficacy of ANAVEX ® 2-73 for the treatment of Parkinson’s disease dementia. The Phase 2 study commenced in October 2018 and will involve approximately 120 patients, randomized 1:1:1 to two different ANAVEX ® 2-73 doses or placebo, in up to 24 clinical study sites.

 

In Alzheimer’s disease (AD) animal models, ANAVEX ® 2-73 has shown pharmacological, histological and behavioral evidence as a potential neuroprotective, anti-amnesic, anti-convulsive and anti-depressive therapeutic agent, due to its potent affinity to sigma-1 receptors and moderate affinities to M1-4 type muscarinic receptors. In addition, ANAVEX ® 2-73 has shown a potential dual mechanism which may impact both amyloid and tau pathology. In a transgenic AD animal model Tg2576, ANAVEX ® 2-73 induced a statistically significant neuroprotective effect against the development of oxidative stress in the mouse brain, as well as significantly increased the expression of functional and synaptic plasticity markers that is apparently amyloid-beta independent. It also statistically alleviated the learning and memory deficits developed over time in the animals, regardless of sex, both in terms of spatial working memory and long-term spatial reference memory.

 

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Based on the results of pre-clinical testing, we initiated and completed a Phase 1 single ascending dose (SAD) clinical trial of ANAVEX ® 2-73. In this Phase 1 SAD trial, the maximum tolerated single dose was defined per protocol as 55-60 mg. This dose is above the equivalent dose shown to have positive effects in mouse models of AD. There were no significant changes in laboratory or electrocardiogram (ECG) parameters. ANAVEX ® 2-73 was well tolerated below the 55-60 mg dose with only mild adverse events in some subjects. Observed adverse events at doses above the maximum tolerated single dose included headache and dizziness, which were moderate in severity and reversible. These side effects are often seen with drugs that target CNS conditions, including AD.

 

The ANAVEX ® 2-73 Phase 1 SAD trial was conducted as a randomized, placebo-controlled study. Healthy male volunteers between the ages of 18 and 55 received single, ascending oral doses over the course of the trial. Study endpoints included safety and tolerability together with pharmacokinetic parameters. Pharmacokinetics includes the absorption and distribution of a drug, the rate at which a drug enters the blood and the duration of its effect, as well as chemical changes of the substance in the body. This study was conducted in Germany in collaboration with ABX-CRO, a clinical research organization that has conducted several Alzheimer’s disease studies, and the Technical University of Dresden.

 

In December 2014, a Phase 2a clinical trial was initiated for ANAVEX ® 2-73, which is being evaluated for the treatment of Alzheimer’s disease. The open-label randomized trial was designed to assess the safety and exploratory efficacy of ANAVEX ® 2-73 in 32 patients with mild-to-moderate Alzheimer’s disease. ANAVEX ® 2-73 targets sigma-1 and muscarinic receptors, which have been shown in preclinical studies to reduce stress levels in the brain believed to restore cellular homeostasis and to reverse the pathological hallmarks observed in Alzheimer’s disease.

 

The Phase 2a study met both primary and secondary objectives of the study. The 31-week preliminary exploratory safety and efficacy data from the Phase 2a study of ANAVEX ® 2-73 in Alzheimer’s patients, with most receiving also donepezil, the current standard of care, demonstrated favorable safety, maximum tolerated dose, positive dose response, sustained efficacy response through 31 weeks for both cognitive and functional measures, as well as positive unexpected therapeutic response events. ANAVEX ® 2-73 continued to demonstrate a favorable adverse event (AE) profile through 31 weeks in a patient population of elderly Alzheimer’s patients with varying degrees of physical fragility. The most common side effects across all AE categories tended to be of mild severity grade 1 and were resolved with dose reductions that were anticipated within the adaptive design of the study protocol.

 

Through 57 weeks, Alzheimer’s patients taking a daily oral dose between 10mg and 50mg of ANAVEX ® 2-73 was well tolerated. There were no clinically significant treatment-related adverse events and no serious adverse events. Despite non-optimized dosing of ANAVEX ® 2-73 throughout the 57-week study, continued significant improvements from baseline of cognitive, functional and behavioral scores in a group of patients were observed, respectively. This data was analyzed using refined mathematical modeling methods in conjunction with the detailed pharmacokinetic (PK) information.

 

In October 2017, we presented positive PK and PD data from the Phase 2a study, which established a concentration-effect relationship between ANAVEX ® 2-73 and study measurements. These measures, obtained from all patients who participated in the entire 57 weeks, include exploratory cognitive and functional scores as well as biomarker signals of brain activity. Additionally, the study appears to show that ANAVEX ® 2-73 activity is enhanced by its active metabolite (ANAVEX19-144), which also targets the sigma-1 receptor and has a half-life approximately twice as long as the parent molecule.

 

Pre-specified exploratory analyses included the cognitive (MMSE) and the functional (ADCS-ADL) changes from baseline. A continued stabilization of both cognitive and functional measures in patients treated with ANAVEX ® 2-73 was observed. This correlation was positive within all measured scores (MMSE, ADCS-ADL, Cogstate, HAM-D and EEG/ERP).

 

In July 2018, we presented the results of a genomic DNA and RNA evaluation of the participants in the Phase 2a study. More than 33,000 genes were analyzed using unbiased, data driven, machine learning, artificial intelligence (AI) system for analyzing DNA & RNA data in patients exposed to ANAVEX ® 2-73. The analysis identified genetic variants that impacted response to ANAVEX ® 2-73, among them variants related to the Sigma-1 receptor (SIGMAR1), the target for ANAVEX ® 2-73. Results showed that study participants without the SIGMAR1 (rs1800866) variants, which is about 80 percent of the population worldwide, demonstrated improved cognitive (MMSE) and the functional (ADCS-ADL) scores. The results from this evaluation may enable a precision medicine approach, since these signatures can now be applied to neurological indications tested in clinical studies with ANAVEX ® 2-73 including Alzheimer’s disease, Parkinson’s disease dementia and Rett syndrome.

 

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ANAVEX ® 2-73 data presented met prerequisite information in order to progress into a Phase 2b/3 placebo-controlled study. On July 2, 2018, the Human Research Ethics Committee in Australia approved the initiation of our Phase 2b/3, double-blind, randomized, placebo-controlled 48-week safety and efficacy trial of ANAVEX ® 2-73 for the treatment of early Alzheimer’s disease. This Phase 2b/3 study design incorporates inclusion of genomic precision medicine biomarkers identified in the ANAVEX ® 2-73 Phase 2a study. The Phase 2b/3 study, which is expected to enroll approximately 450 patients, randomized 1:1:1 to either two different ANAVEX ® 2-73 doses or placebo, commenced in October 2018.

 

Preclinical data also validates ANAVEX ® 2-73 as a prospective platform drug for other neurodegenerative diseases beyond Alzheimer’s disease, Parkinson’s disease or Rett syndrome, more specifically, epilepsy, infantile spasms, Fragile X syndrome, Angelman syndrome, multiple sclerosis and, more recently, tuberous sclerosis complex (TSC). ANAVEX ® 2-73 demonstrated significant improvements in all of these indications in the respective preclinical animal models.

 

In a study sponsored by the Foundation for Angelman Syndrome, ANAVEX ® 2-73 was assessed in a mouse model for the development of audiogenic seizures.  The results indicated that ANAVEX ® 2-73 administration significantly reduced audiogenic-induced seizures. In a study sponsored by FRAXA Research Foundation regarding Fragile X syndrome, data demonstrated that ANAVEX ® 2-73 restored hippocampal brain-derived neurotrophic factor (BDNF) expression to normal levels. BDNF under-expression has been observed in many neurodevelopmental and neurodegenerative pathologies. BDNF signaling promotes maturation of both excitatory and inhibitory synapses. ANAVEX ® 2-73 normalization of BDNF expression could be a contributing factor for the positive data observed in both neurodevelopmental and neurodegenerative disorders like Angelman and Fragile X syndromes.

 

Preclinical data presented also indicates that ANAVEX ® 2-73 demonstrates protective effects of mitochondrial enzyme complexes during pathological conditions, which, if impaired, are believed to play a role in the pathogenesis of neurodegenerative and neurodevelopmental diseases.

 

Preclinical data on ANAVEX ® 2-73 related to multiple sclerosis indicates that ANAVEX ® 2-73 may promote remyelination in multiple sclerosis disease. Further, data also demonstrates that ANAVEX ® 2-73 provides protection for oligodendrocytes (“OL’s”) and oligodendrocyte precursor cells (“OPC’s”), as well as central nervous system neurons in addition to helping repair by increasing OPC proliferation and maturation in tissue culture.

 

In March 2018, we presented preclinical data of ANAVEX ® 2-73 in a genetic mouse model of tuberous sclerosis complex (“TSC”). TSC is a rare genetic disorder characterized by the growth of numerous benign tumors in many parts of the body with a high incidence of seizures. The new preclinical data demonstrates that treatment with ANAVEX ® 2-73 significantly increases survival and reduces seizures.

 

ANAVEX ® 3-71

 

ANAVEX ® 3-71 is a preclinical drug candidate with a novel mechanism of action via sigma-1 receptor activation and M1 muscarinic allosteric modulation, which has been shown to enhance neuroprotection and cognition in Alzheimer’s disease models. ANAVEX ® 3-71 is a CNS-penetrable mono-therapy that bridges treatment of both cognitive impairments with disease modifications. It is highly effective in very small doses against the major Alzheimer’s hallmarks in transgenic (3xTg-AD) mice, including cognitive deficits, amyloid and tau pathologies, and also has beneficial effects on inflammation and mitochondrial dysfunctions. ANAVEX ® 3-71 indicates extensive therapeutic advantages in Alzheimer’s and other protein-aggregation-related diseases given its ability to enhance neuroprotection and cognition via sigma-1 receptor activation and M1 muscarinic allosteric modulation.

 

A preclinical study examined the response of ANAVEX ® 3-71 in aged transgenic animal models and showed a significant reduction in the rate of cognitive deficit, amyloid beta pathology and inflammation with the administration of ANAVEX 3-71. In April 2016, the FDA granted Orphan Drug Designation to ANAVEX ® 3-71 for the treatment of Frontotemporal dementia (FTD).

 

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During pathological conditions ANAVEX ® 3-71 demonstrated the formation of new synapses between neurons (synaptogenesis) without causing an abnormal increase in the number of astrocytes. In neurodegenerative diseases such as Alzheimer’s and Parkinson’s disease, synaptogenesis is believed to be impaired. Additional preclinical data presented also indicates that in addition to reducing oxidative stress, ANAVEX ® 3-71 demonstrates protective effects of mitochondrial enzyme complexes during pathological conditions, which, if impaired, are believed to play a role in the pathogenesis of neurodegenerative and neurodevelopmental diseases.

 

ANAVEX ® 1-41

 

ANAVEX ® 1-41 is a sigma-1 agonist. Pre-clinical tests revealed significant neuroprotective benefits (i.e., protects nerve cells from degeneration or death) through the modulation of endoplasmic reticulum, mitochondrial and oxidative stress, which damages and impairs cell viability. In addition, in animal models, ANAVEX ® 1-41 prevented the expression of caspase-3, an enzyme that plays a key role in apoptosis (programmed cell death) and loss of cells in the hippocampus, the part of the brain that regulates learning, emotion and memory. These activities involve both muscarinic and sigma-1 receptor systems through a novel mechanism of action.

 

Preclinical data presented also indicates that ANAVEX ® 1-41 demonstrates protective effects of mitochondrial enzyme complexes during pathological conditions, which, if impaired, are believed to play a role in the pathogenesis of neurodegenerative and neurodevelopmental diseases.

 

ANAVEX ® 1066

 

ANAVEX ® 1066, a mixed sigma-1/sigma-2 ligand is designed for the potential treatment of neuropathic and visceral pain. ANAVEX ® 1066 was tested in two preclinical models of neuropathic and visceral pain that have been extensively validated in rats. In the chronic constriction injury model of neuropathic pain, a single oral administration of ANAVEX ® 1066 dose-dependently restored the nociceptive threshold in the affected paw to normal levels while leaving the contralateral healthy paw unchanged. Efficacy was rapid and remained significant for two hours. In a model of visceral pain, chronic colonic hypersensitivity was induced by injection of an inflammatory agent directly into the colon and a single oral administration of ANAVEX ® 1066 returned the nociceptive threshold to control levels in a dose-dependent manner. Companion studies in rats demonstrated the lack of any effects on normal gastrointestinal transit with ANAVEX ® 1066 and a favorable safety profile in a battery of behavioral measures.

 

Our compounds are in the pre-clinical and clinical testing stages of development, and there is no guarantee that the activity demonstrated in pre-clinical models will be shown in human testing.

 

ANAVEX ® 1037

 

ANAVEX ® 1037 is designed for the treatment of prostate and pancreatic cancer. It is a low molecular weight, synthetic compound exhibiting high affinity for sigma-1 receptors at nanomolar levels and moderate affinity for sigma-2 receptors and sodium channels at micromolar levels. In advanced pre-clinical studies, this compound revealed antitumor potential. It has also been shown to selectively kill human cancer cells without affecting normal/healthy cells and also to significantly suppress tumor growth in immune-deficient mice models. Scientific publications highlight the possibility that these ligands may stop tumor growth and induce selective cell death in various tumor cell lines. Sigma receptors are highly expressed in different tumor cell types. Binding by appropriate sigma-1 and/or sigma-2 ligands can induce selective apoptosis. In addition, through tumor cell membrane reorganization and interactions with ion channels, our drug candidates may play an important role in inhibiting the processes of metastasis (spreading of cancer cells from the original site to other parts of the body), angiogenesis (the formation of new blood vessels) and tumor cell proliferation.

 

We continue to identify and initiate discussions with potential strategic and commercial partners to most effectively advance our programs and realize maximum shareholder value. Further, we may acquire or develop new intellectual property and assign, license, or otherwise transfer our intellectual property to further our goals.

 

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Our Target Indications

 

We have developed compounds with potential application to two broad categories and several specific indications. including:

 

Central Nervous System Diseases

 

Alzheimer’s disease – In 2018, an estimated 5.5 million Americans were suffering from Alzheimer’s disease. The Alzheimer’s Association ® reports that by 2025, 7.1 million Americans will be afflicted by the disease, about a 29 percent increase from currently affected patients. Medications on the market today treat only the symptoms of Alzheimer’s disease and do not have the ability to stop its onset or its progression. There is an urgent and unmet need for both a disease modifying cure for Alzheimer’s disease as well as for better symptomatic treatments.

 

Parkinson’s disease – Parkinson’s disease is a progressive disease of the nervous system marked by tremors, muscular rigidity, and slow, imprecise movement. It is associated with degeneration of the basal ganglia of the brain and a deficiency of the neurotransmitter dopamine. Parkinson’s disease afflicts more than 10 million people worldwide, typically middle-aged and elderly people. The Parkinson’s disease market is set to expand from $2.1 billion in 2014 to $3.2 billion by 2021, according to business intelligence provider GBI Research.

 

Rett syndrome - Rett syndrome is a rare X-linked genetic neurological and developmental disorder that affects the way the brain develops, including protein transcription, which is altered and as a result leads to severe disruptions in neuronal homeostasis. It is considered a rare, progressive neurodevelopmental disorder and is caused by a single mutation in the MECP2 gene. Because males have a different chromosome combination from females, boys who have the genetic MECP2 mutation are affected in devastating ways. Most of them die before birth or in early infancy. For females who survive infancy, Rett syndrome leads to severe impairments, affecting nearly every aspect of the child’s life; severe mental retardation, their ability to speak, walk and eat, sleeping problems, seizures and even the ability to breathe easily. Rett syndrome affects approximately 1 in every 10,000-15,000 females.

 

Depression - Depression is a major cause of morbidity worldwide according to the World Health Organization. Pharmaceutical treatment for depression is dominated by blockbuster brands, with the leading nine brands accounting for approximately 75% of total sales. However, the dominance of the leading brands is waning, largely due to the effects of patent expiration and generic competition.

 

Epilepsy - Epilepsy is a common chronic neurological disorder characterized by recurrent unprovoked seizures. These seizures are transient signs and/or symptoms of abnormal, excessive or synchronous neuronal activity in the brain. According to the Centers for Disease Control and Prevention, epilepsy affects 3.4 million Americans. Today, epilepsy is often controlled, but not cured, with medication that is categorized as older traditional anti-epileptic drugs and second generation anti-epileptic drugs. Because epilepsy afflicts sufferers in different ways, there is a need for drugs used in combination with both traditional anti-epileptic drugs and second generation anti-epileptic drugs. GBI Research estimated that the epilepsy market will be $4.5 billion by 2019.

 

Neuropathic Pain – We define neuralgia, or neuropathic pain, as pain that is not related to activation of pain receptor cells in any part of the body. Neuralgia is more difficult to treat than some other types of pain because it does not respond well to normal pain medications. Special medications have become more specific to neuralgia and typically fall under the category of membrane stabilizing drugs or antidepressants.

 

Cancer

 

Malignant Melanoma - Predominantly a skin cancer, malignant melanoma can also occur in melanocytes found in the bowel and the eye. Malignant melanoma accounts for 75% of all deaths associated with skin cancer. The treatment includes surgical removal of the tumor, adjuvant treatment, chemo and immunotherapy, or radiation therapy. According to IMS Health the worldwide malignant melanoma market is expected to grow to $4.4 billion by 2022.

 

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Prostate Cancer – Specific to men, prostate cancer is a form of cancer that develops in the prostate, a gland in the male reproductive system. The cancer cells may metastasize from the prostate to other parts of the body, particularly the bones and lymph nodes. Drug therapeutics for prostate cancer are expected to increase to nearly $13.5 billion in 2024 according to Datamonitor Healthcare.

 

Pancreatic Cancer - Pancreatic cancer is a malignant neoplasm of the pancreas. In the United States, approximately 55,000 new cases of pancreatic cancer will be diagnosed this year and approximately 44,000 patients will die as a result of their cancer, according to the American Cancer Society. Sales predictions by GBI Research forecast that the market for the pharmaceutical treatment of pancreatic cancer in the United States and five largest European countries will increase to $2.9 billion by 2021.

 

Patents, Trademarks and Intellectual Property

 

Anavex holds ownership or exclusive rights to four U.S. patents, nine U.S. patent applications, and various PCT or ex-U.S. patent applications relating to our drug candidates, methods associated therewith, and to our research programs.

 

We own one issued U.S. patent entitled “ANAVEX ® 2-73 and certain anticholinesterase inhibitors composition and method for neuroprotection” claims a composition of matter of ANAVEX®2-73 directed to a novel and synergistic neuroprotective compound combined with donepezil and other cholinesterase inhibitors.  This patent is expected to expire in June 2034, absent any patent term extension for regulatory delays. A related continuation application is also pending in the U.S. In addition, we own one issued U.S. Patent with claims directed to methods of treating melanoma with a compound related to ANAVEX ® 2-73. This patent is expected to expire in February 2030, absent any patent term extension for regulatory delays.

 

With regard to ANAVEX ® 3-71, we own exclusive rights to two issued U.S. patents with claims respectively directed to the ANAVEX ® 3-71 compound and methods of treating various diseases including Alzheimer’s with the same. These patents are expected to expire in April 2030, and January 2030, respectively, absent any patent term extension for regulatory delays. We also own exclusive rights to related patents or applications that are granted or pending in Australia, Canada, China, Europe, Japan, Korea, New Zealand, Russia, and South Africa, and are expected to expire in January 2030.

 

We also own other patent applications directed to enantiomers, formulations and uses that may provide additional protection for one or more of our product candidates.  

 

We regard patents and other intellectual property rights as corporate assets. Accordingly, we attempt to optimize the value of intellectual property in developing our business strategy including the selective development, protection, and exploitation of our intellectual property rights. In addition to filings made with intellectual property authorities, we protect our intellectual property and confidential information by means of carefully considered processes of communication and the sharing of information, and by the use of confidentiality and non-disclosure agreements and provisions for the same in contractor’s agreements. While no agreement offers absolute protection, such agreements provide some form of recourse in the event of disclosure, or anticipated disclosure.

 

Our intellectual property position, like that of many biomedical companies, is uncertain and involves complex legal and technical questions for which important legal principles are unresolved. For more information regarding challenges to our existing or future patents, see Item 1A “Risk Factors.”

 

Financial Highlights

 

Operating expenses for the third quarter of fiscal 2019 were $7.1 million, compared to $4.6 million for the comparable quarter in fiscal 2018. The operating expenses include an aggregate of $1.2 million, as compared to $1.7 million in third quarter fiscal 2018, in non-cash charges related to the issuance and vesting of stock options. The increase in operating expenses is primarily attributable to a $2.8 million increase in research and development expenses to $5.8 million in the third quarter of fiscal 2019, mainly due to the commencement of three clinical studies for ANAVEX®2-73, a Phase 2b/3 Alzheimer’s disease clinical study, a Phase 2 Parkinson’s disease dementia clinical study, and a Phase 2 Rett syndrome clinical study.

 

Net loss for the third quarter of fiscal 2019 was $7.1 million, or $0.14 per share, as compared to $2.8 million, or $0.06 per share in the comparative quarter of fiscal 2018.

 

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Results of Operations

 

Revenue

 

We are in the development stage and have not earned any revenues since our inception and we do not anticipate earning any revenues until we can establish an alliance with other companies to develop, co-develop, license, acquire or market our products.

 

Three and nine months ended June 30, 2019 compared to three and nine months ended June 30, 2018

 

Operating Expenses

 

Total operating expenses for the third quarter of fiscal 2019 were $7.1 million, compared to $4.6 million for the third quarter of fiscal 2018. Total operating expenses for the nine months ended June 30, 2019 were $22.8 million compared to $13.4 million for the same period in fiscal 2018. This represents an increase of $2.5 million for the three-month period and $9.4 million for the nine-month period.

 

Research and development expenses have increased by $2.8 million to $5.8 million for the three months ended June 30, 2019, and by $8.6 million to $17.5 million for the nine-month period ended June 30, 2019, as compared to the applicable prior year periods.

 

Research and development expenses includes approximately $3.7 million for the three-month period and $9.7 million for the nine-month period ended June 30, 2019 spent in connection with the clinical stage development of ANAVEX ® 2-73. The increases were associated with expenditures incurred in connection with the commencement of three clinical studies for ANAVEX ® 2-73. During fiscal 2019, the Company has commenced a Phase 2b/3 clinical study for the treatment of Alzheimer’s disease, a Phase 2 clinical study for the treatment of Parkinsons Disease Dementia and a Phase 2 clinical study program for the treatment of Rett syndrome. In addition, the Company’s Phase 2a extension study in Alzheimer’s disease continues. Research and development expenses include approximately $0.4 million for the three-month period and $2.3 million for the nine-month period spent in preclinical development activities for ANAVEX ® 2-73 and ANAVEX ® 3-71.

 

Other income

 

The net amount of other income was $0.1 million for the three-month period ended June 30, 2019, as compared to $1.8 million for the comparable three-month period in fiscal 2018 and $0.4 million for the nine-month period ended June 30, 2019 as compared to $1.8 million for the comparable nine-month period in fiscal 2018. The decline in other income was due to the delay in receipt of the Australian research and development incentive income. This income was received during the fourth quarter of fiscal 2019 as compared to the third fiscal quarter of fiscal 2018.

 

During fiscal 2019 we have received $0.2 million in grant income from the Rett Syndrome Foundation, which is being utilized towards the ANAVEX ® 2-73 Phase 2 clinical study for Rett syndrome, which commenced in March 2019.

 

Liquidity and Capital Resources

 

Working Capital

 

    June 30,
2019
    September 30,
2018
 
Current Assets   $ 21,817,138     $ 24,222,607  
Current Liabilities     4,336,607       3,884,626  
Working Capital   $ 17,480,531     $ 20,337,981  

  

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At June 30, 2019, we had $21.2 million in cash and cash equivalents, a decrease of $1.7 million from September 30, 2018. The principal reason for this decrease is due to an increase in cash utilized in operations to $16.0 million, due to an increase in clinical development activities, as described above, offset by cash received of $14.4 million from the issuance of shares of common stock issued under the 2015 Purchase Agreement and 2019 Purchase Agreement (as defined below).

 

Cash Flows

 

    Nine months ended June 30,  
    2019     2018  
Net cash flows used in operating activities   $ (15,992,811 )   $ (8,529,234 )
Net cash flows from financing activities     14,311,379       6,916,569  
Decrease in cash and cash equivalents during the period   $ (1,681,432 )   $ (1,612,665 )

 

Cash flow used in operating activities

 

Net cash used in operating activities for the first nine months in fiscal 2019 was $16.0 million, compared to $8.5 million during the comparable period during fiscal 2018. The principal reason for this increase in net cash used from operating activities in the current period is due to the increase in operating expenses, particularly clinical development costs, as described above.

 

Cash flow provided by financing activities

 

Cash provided by financing activities for the first nine months in fiscal 2019 was $14.3 million, attributable to cash received from the issuance of common shares at various market prices under the 2015 Purchase Agreement and 2019 Purchase Agreement.

 

Cash provided by financing activities for the first nine months in fiscal 2018 was $6.9 million, attributable to cash received from the issuance of common shares at various market prices under the 2015 Purchase Agreement.

 

Other Financing

 

Controlled Equity Offering Sales Agreement

 

On July 6, 2018, we entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as agent (“Cantor Fitzgerald”), pursuant to which we may offer and sell shares of common stock, for aggregate gross sale proceeds of up to $50,000,000 from time to time through Cantor Fitzgerald (the “At-the-Market Offering”). 

 

Upon delivery of a placement notice based on the Company’s instructions and subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald may sell shares of common stock by methods deemed to be an “at the market offering” offering, 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. We are not obligated to make any sales of shares under the Sales Agreement. We or Cantor Fitzgerald may suspend or terminate the At-the-Market Offering upon notice to the other party, subject to certain conditions.  Cantor Fitzgerald will act as sales agent 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 Cantor Fitzgerald 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.  We have also agreed to provide Cantor Fitzgerald with customary indemnification and contribution rights. To date, no shares of common stock have been sold pursuant to the Sales Agreement.

 

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Purchase Agreement

 

On June 7, 2019, we entered into a Purchase Agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park committed to purchase up to $50,000,000 of our common stock. Concurrently with the execution of the 2019 Purchase Agreement, we issued 324,383 shares of our common stock to Lincoln Park as a fee for its commitment to purchase shares of our common stock under the 2019 Purchase Agreement and shall issue up to 162,191 shares pro rata, when and if Lincoln Park purchases, at our discretion, the $50,000,000 aggregate commitment. The purchase shares that may be sold pursuant to the 2019 Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time until July 1, 2022.

 

We may direct Lincoln Park, at our sole discretion, and subject to certain conditions, to purchase up to 200,000 shares of common stock on any business day, provided that at least one business day has passed since the most recent purchase. The amount of a purchase may be increased under certain circumstances provided, however that Lincoln Park’s committed obligation under any single purchase shall not exceed $2,000,000. The purchase price of shares of common stock related to the future funding will be based on the then prevailing market prices of such shares at the time of sales as described in the 2019 Purchase Agreement.

 

The 2019 Purchase Agreement limits the Company’s sale shares of Common Stock to Lincoln Park to 10,076,680 shares of Common Stock, representing 19.99% of the shares of the Common Stock outstanding on the date of the 2019 Purchase Agreement unless (i) shareholder approval is obtained to issue more than such amount or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the 2019 Purchase Agreement equals or exceeds the lower of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the Execution Date or (B) the average of the closing price of the Common Stock on the Nasdaq Capital Market for the five Business Days immediately preceding the Execution Date.

 

Upon entering into the 2019 Purchase Agreement, we maintained the ability to direct Lincoln Park to purchase shares of common stock under our existing Purchase Agreement with Lincoln Park, dated October 21, 2015 (the “2015 Purchase Agreement”) until the earlier of (i) September 6, 2019 (ii) such time as we terminate the 2015 Purchase Agreement or (iii) such time as all of the shares of common stock remaining registered and available for purchase under the 2015 Purchase Agreement have been sold to Lincoln Park. At June 30, 2019, all remaining purchase amounts available under the 2015 Purchase Agreement have been utilized.

 

Liquidity

 

Other than our rights related to the At-the-Market Offering and the Lincoln Park financing, there can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to delay or scale down some or all of our research and development activities or perhaps even cease the operation of our business.

 

We expect that we will be able to continue to fund our operations through existing cash on hand and through equity and debt financing in the future. If we raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 

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CRITICAL ACCOUNTING POLICIES

 

We prepare our interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and make estimates and assumptions that affect our reported amounts of assets, liabilities, revenue and expenses, and the related disclosures of contingent liabilities. We base our estimates on historical experience and other assumptions that we believe are reasonable in the circumstances. Actual results may differ from these estimates.

 

There have been no significant changes in the critical accounting policies and estimates described in our Annual Report on Form 10-K for the year ended September 30, 2018 as filed with the SEC on December 12, 2018.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

Please refer to Note 2 “Recent Accounting Pronouncements” in notes to our Interim Condensed Consolidated Financial Statements included in this Form 10-Q.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risks.

 

Not applicable

 

Item 4. Controls and Procedures.

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed in our periodic reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to provide reasonable assurance that such information is accumulated and communicated to our management, our chief executive officer and our principal financial officer, to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a) 15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective, as of June 30, 2019.

 

Changes in Internal Control over Financial Reporting

 

During the quarter ended June 30, 2019, there were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We know of no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which our Company or our subsidiary is a party or of which any of their property is subject. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder holding more than 5% of our shares, is an adverse party or has a material interest adverse to our or our subsidiary’s interest.

 

Item 1A. Risk Factors.

 

In addition to the information set forth in this Form 10-Q, you should carefully review and consider the risk factors discussed in “Item 1A – Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018 filed with the SEC on December 12, 2018. These risks could materially and adversely affect our business, financial condition and results of operations. The risks described in herein and in our Form 10-K are not the only risks we face. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently consider immaterial to our business. There have been no material changes in the significant factors that may affect our business and operations as described in “Item 1A – Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended September 30, 2018.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

During the period covered by this Quarterly Report on Form 10-Q, we have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in a Current Report on Form 8-K.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

31

 

 

Item 6. Exhibits.

 

Exhibit
Number
  Description
(4)   Instruments defining rights of security holders, including indentures
4.1   Registration Rights Agreement, dated as of June 7, 2019, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 4.1 of Form 8-K filed on June 12, 2019)
(10)   Material Contracts
10.1   Purchase Agreement, dated as of June 7, 2019 by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 of Form 8-K filed on June 12, 2019)
(31)   Rule 13a-14(a)/15(d)-14(a)Certifications
31.1*   Certification of Christopher Missling, PhD.
31.2*   Certification of Sandra Boenisch
(32)   Section 1350 Certifications
32.1*   Certification of Christopher Missling, PhD and Sandra Boenisch.
(101)   XBRL
101.INS*   XBRL INSTANCE DOCUMENT
101.SCH*   XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*   XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*   XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*   XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*   XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

* Filed herewith.

 

32

 

 

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, thereunto duly authorized.

 

ANAVEX LIFE SCIENCES CORP.

 

/s/ Christopher Missling, PhD  
   
Christopher Missling, PhD  
Chief Executive Officer  
(Principal Executive Officer)  
Date: August 7, 2019  

 

/s/ Sandra Boenisch  
   
Sandra Boenisch, CPA, CGA  
Principal Financial Officer  
(Principal Financial and Accounting Officer)  
Date: August 7, 2019  

 

 

33

 

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