Current Report Filing (8-k)
July 06 2018 - 5:08PM
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):
July 6, 2018
ANAVEX
LIFE SCIENCES CORP.
(Exact name of registrant as specified in its charter)
Nevada
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001-37606
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98-0608404
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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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))
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
July 6, 2018, Anavex Life Sciences Corp. (the “Company”) entered into a Controlled
Equity Offering
SM
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, par value
$0.001 per share (the “Shares”), for aggregate gross sale proceeds of up to $50,000,000 from time to time through
Cantor Fitzgerald (the “Offering”). The Company is also filing a prospectus supplement with the Securities
and Exchange Commission in connection with the Offering (the “Prospectus Supplement”) under the Company’s
shelf Registration Statement on Form S-3 (File No. 333- 207600), which became effective on September 6, 2016
(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, Cantor Fitzgerald 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 common stock, 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.
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
9.01
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Financial
Statements and Exhibits.
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(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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By:
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/s/
Christopher Missling
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Name:
Christopher Missling, PhD
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Title:
Chief Executive Officer
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Date:
July 6, 2018
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