Current Report Filing (8-k)
May 01 2020 - 07:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): May 1,
2020
ANAVEX LIFE SCIENCES CORP.
(Exact name of registrant as specified in its charter)
Nevada |
001-37606 |
98-0608404 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
Identification No.) |
51 West 52nd Street, 7th Floor, New York, NY USA
10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
1-844-689-3939
Not Applicable
(Former name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d -2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e -4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
Common Stock, $0.001 par value |
|
AVXL |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01 Entry into a Material Definitive
Agreement.
On May 1, 2020, Anavex Life Sciences Corp. (the “Company”) entered
into an Amended and Restated Sales Agreement (the “Sales
Agreement”) with Cantor Fitzgerald & Co. and SVB Leerink
LLC (“Leerink”), as agents (the “Sales Agents”), to add Leerink as
agent under the Sales Agreement. Pursuant to the Sales Agreement,
the Company may offer and sell shares of common stock, par value
$0.001 per share (the “Shares”), from time to time through the
Sales Agents. The Company is also filing a prospectus
supplement with the Securities and Exchange Commission in
connection with the offering (the “Offering”) of the Shares for
aggregate gross sale proceeds of up to $50,000,000 (the “Prospectus
Supplement”) under the Company’s shelf Registration Statement on
Form S-3 (File No. 333- 232550), which became effective
on July 15, 2019 (the “Registration Statement”). Any Shares offered
and sold in the Offering will be issued pursuant to such
Registration Statement.
Upon delivery of a placement notice based on the Company’s
instructions and subject to the terms and conditions of the Sales
Agreement, the Sales Agents may sell the Shares by methods deemed
to be an “at the market offering” as defined in
Rule 415(a)(4) promulgated under the Securities Act of
1933, as amended (the “Securities Act”), including sales made
directly on or through The Nasdaq Capital Market (“Nasdaq”), on any
other existing trading market for the Company’s ordinary shares, 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
Agreement. The Company or the Sales Agents may suspend or terminate
the offering of Shares upon notice to the other party, subject to
certain conditions. The Sales Agents will act as sales agents
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 the Sales Agents commissions for its
services of acting as agent of 3.0% of the gross proceeds from the
sale of the Shares pursuant to the Sales Agreement. The
Company has also agreed to provide the Sales Agents with customary
indemnification and contribution rights.
A copy of the Sales Agreement is attached as Exhibit 1.1
hereto and is incorporated herein by reference. The foregoing
description of the material terms of the Sales Agreement does not
purport to be complete and is qualified in its entirety by
reference to such exhibit.
Snell & Wilmer, L.L.P., Nevada counsel to the Company, has
issued a legal opinion relating to the Shares. A copy of such
legal opinion, including the consent included therein, is attached
as Exhibit 5.1 hereto.
The Shares will be sold pursuant to the Registration Statement, and
offerings of the Shares will be made only by means of the
Prospectus Supplement. This Current Report on Form 8-K
shall not constitute an offer to sell or solicitation of an offer
to buy these securities, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities law of such state or jurisdiction.
Item
8.01 Other Events.
On
May 1, 2020, the Company filed a prospectus supplement to the
registration statement registering shares of the Company’s common
stock issuable pursuant to its purchase agreement with Lincoln Park
Capital Fund, LLC. Snell & Wilmer, L.L.P., Nevada counsel
to the Company, has issued a legal opinion relating to the Shares
issuable under the purchase agreement with Lincoln Park Capital
Fund, LLC. A copy of such legal opinion, including the
consent included therein, is attached as Exhibit 5.2
hereto.
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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ANAVEX LIFE SCIENCES CORP. |
|
|
|
|
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/s/ Christopher Missling |
|
Name: Christopher Missling, PhD |
|
Title: Chief Executive Officer |
|
|
Date: May 1, 2020 |
|
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