Current Report Filing (8-k)
March 04 2022 - 7:01AM
Edgar (US Regulatory)
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2022-03-04
2022-03-04
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 4, 2022
ANAVEX
LIFE SCIENCES CORP.
(Exact name of registrant as specified in its charter)
Nevada
|
001-37606
|
98-0608404
|
(State
or other jurisdiction |
(Commission
|
(IRS
Employer |
of
incorporation) |
File
Number) |
Identification
No.) |
630 5th Avenue,
20th Floor
New York, NY 10111
(Address of principal executive offices) (Zip Code) |
1-844-689-3939
(Registrant’s
telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol |
|
Name
of Each Exchange on Which Registered |
Common
Stock, par value $0.001 per share |
|
AVXL |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01 |
Change in Registrant’s Certifying Accountant. |
(a) Dismissal of Independent
Registered Public Accounting Firm.
On March 1, 2022, the Audit
Committee (the “Audit Committee”) of the Board of Directors of Anavex Life Sciences Corp., a Nevada corporation (the
“Company”) dismissed BDO USA LLP (“BDO”) as the Company’s independent registered public accounting
firm.
The reports of BDO on the
Company’s consolidated financial statements for each of the two most recently completed fiscal years did not contain an adverse
opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During
the fiscal years ended September 30, 2021 and 2020 and the subsequent interim period through March 1, 2022, there have been no
disagreements with BDO on any matters of accounting principles or practices, financial statement disclosures or auditing scope
and procedures that, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the matter in their
reports. There were no reportable events (as that term is described in Item 304(a)(1)(v) of Regulation S-K) during the two most
recently completed fiscal years ended September 30, 2021 and 2020, or in the subsequent interim period through March 1, 2022.
The Company has provided
a copy of the foregoing disclosures to BDO and requested that BDO furnish it with a letter addressed to the Securities and Exchange
Commission stating whether BDO agrees with the above statements. A copy of BDO’s letter, dated March 4, 2022, is filed
as Exhibit 16.1 to this Form 8-K.
(b) Engagement of New Independent
Registered Public Accounting Firm.
The Audit Committee has conducted a competitive process to select an accounting
firm to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022. The
Audit Committee invited several firms to participate in this process. As a result of this process, on March 3, 2022, the Audit Committee
engaged Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm for the
fiscal year ending September 30, 2022.
During the two
most recently completed fiscal years and in the subsequent interim period through March 3, 2022, the Company has not consulted
with Grant Thornton with respect to the application of accounting principles to a specific transaction, either completed or proposed,
or the type of audit opinion that would have been rendered on the Company’s consolidated financial statements, or any matters
set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item 5.02 | Compensatory Arrangements of Certain Officers |
On February 28, 2022, the
Company entered into Amendment No. 2 to the Amended and Restated Employment Agreement (the “Amendment”) with the Company’s
Principal Financial Officer (the “PFO”) in her continuing capacity as PFO of the Company, to be effective March 1,
2022. The Amendment amends the Amended and Restated Employment Agreement by and between the Company and the PFO dated October 4,
2017, as amended (the “Employment Agreement”). Pursuant to the terms of the Amendment, the PFO shall receive an annual
base salary of $240,000 Canadian dollars.
Item 7.01 |
Regulation FD Disclosure |
On March 4, 2022, the Company issued a press release
announcing the change in its auditors from BDO to Grant Thornton. The press release is attached as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall
not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth
by specific reference in such filing.
Item 9.01 |
Financial Statements and 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.
|
ANAVEX
LIFE SCIENCES CORP. |
|
|
|
By: |
/s/Christopher
Missling |
|
|
Name:
Christopher Missling, PhD Title: Chief Executive Officer |
Date: March 4, 2022
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