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):
March
26, 2015
ANAVEX LIFE SCIENCES CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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000-51652
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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))
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Item 5.03.
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Amendment to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
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On March 26, 2015, Anavex Life Sciences Corp., a Nevada
corporation (the “
Company
”), held a special meeting of stockholders (the
“
Meeting
”) as prescribed in the Proxy Statement filed by the Company with
the SEC on February 13, 2015. At the Meeting, as described under
Item
5.07
below, the stockholders of the Company approved an amendment to the
Company’s Articles of Incorporation to increase the Company’s authorized common
stock, par value $0.001 per share (“
Common Stock
”), from 150,000,000 to
400,000,000 shares, which amendment became effective upon the filing of a
Certificate of Amendment (“
Amendment
”) with the Secretary of State of
Nevada on March 27, 2015.
The Amendment is attached and filed as
Exhibit 3.1
to
this Current Report on Form 8-K and is incorporated by reference herein.
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Item 5.07.
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Submission of Matters to a Vote of Security
Holders.
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At the Meeting, six (6) proposals were submitted for a vote of
the Company’s stockholders and the related results are as follows:
Proposal No. 1
: The election of Christopher
Missling, Ph.D., Athanasios Skarpelos, Bernd Metzner, Ph.D. and Elliot Favus,
M.D. for terms until the next annual meeting of stockholders or until each such
director’s successor shall have been duly elected and qualified
. The
stockholders elected each of the four (4) directors by the following votes:
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Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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Christopher Missling, Ph.D.
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18,230,254
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308,051
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16,346,920
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Athanasios Skarpelos
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18,238,211
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300,094
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16,346,920
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Bernd Metzner, Ph.D.
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18,358,531
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179,774
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16,346,920
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Elliot Favus, M.D.
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15,532,631
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3,005,674
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16,346,920
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Proposal No. 2
: The approval of a non-binding
advisory resolution approving the compensation of the Company’s named executive
officers, as described in the “Executive and Director Compensation” section and
compensation tables and narrative disclosure of the Company’s Proxy
Statement.
The stockholders approved the non-binding advisory resolution on
executive compensation by the following votes:
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Votes For
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17,485,200
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Votes Against
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719,705
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Abstentions
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333,400
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Broker Non-Votes
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16,346,920
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Proposal No. 3
: The approval of a non-binding
resolution regarding the frequency of future advisory votes on the compensation
of the Company’s named executive officers which could be held every year, every
two (2) years or every three (3) years.
The stockholders approved the
non-binding advisory resolution regarding the frequency of future votes on
executive compensation with respect to every three (3) years as follows:
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1 Year
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5,178,888
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2 Years
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1,064,988
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3 Years
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12,199,552
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Abstentions
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94,877
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The Company has decided to set the frequency of future advisory
votes on the compensation of the Company’s named executive officers at every
three (3) years going forward.
Proposal No. 4
:
The stockholders ratified
BDO USA, LLP as the Company’s independent registered public accounting firm by
the following votes:
2
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Votes For
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34,446,371
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Votes Against
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277,823
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Abstentions
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161,031
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Proposal No. 5
: Charter amendment to increase
the amount of shares of authorized Common Stock
. The stockholders authorized
the amendment of the Company’s Articles of Incorporation to increase the
Company’s authorized Common Stock from 150,000,000 to 400,000,000 shares as
follows:
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Votes For
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28,989,615
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Votes Against
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4,674,450
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Abstentions
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1,221,160
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Broker Non-Votes
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0
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Proposal No. 6
: Regarding a vote to amend the
Company’s Articles of Incorporation to authorize up to 10,000,000 shares of
preferred stock of the Company, par value $0.001 per share.
The stockholders
did not submit enough affirmative votes to approve the amendment of the
Company’s Articles of Incorporation as set forth in the proposal with respect to
authorizing 10,000,000 shares of blank-check preferred stock of the Company:
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Votes For
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13,301,577
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Votes Against
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4,862,479
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Abstentions
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374,249
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Broker Non-Votes
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16,346,920
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
ANAVEX LIFE SCIENCES CORP.
/s/ Christopher
Missling
Name: Christopher Missling, Ph.D.
Title: Chief Executive
Officer
Date: March 30, 2015
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BARBARA K. CEGAVSKE
Secretary of
State
202 North Carson Street
Carson City, Nevada
89701-4201
(775) 684-5708
Website: www.nvsos.gov
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Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
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USE BLACK INK ONLY - DO NOT HIGHLIGHT
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ABOVE SPACE IS FOR OFFICE USE ONLY
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Certificate of Amendment to Articles of
Incorporation
For Nevada Profit
Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance
of Stock)
1. Name of corporation:
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Anavex Life Sciences Corp.
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2. The articles have been amended as follows: (provide article
numbers, if available)
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Article 3 of the Articles of Incorporation of Anavex Life Sciences
Corp. is hereby amended to read as follows:
Article 3. Shares:
Number of shares with par value: 400,000,000 Par value: $0.001 Number of
shares without par value: None
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3. The vote by which the stockholders holding shares in the
corporation entitling them to exercise at least a majority of the voting power,
or such greater proportion of the voting power as may be required in the case of
a vote by classes or series, or as may be required by the provisions of the
articles of incorporation* have voted in favor of the amendment is:
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majority
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4. Effective date and time of filing:
(optional)
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Date:
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Time:
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(must not be later than 90 days after the
certificate is filed)
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5. Signature: (required)
X /s/ for Christopher Missling, PhD.
Signature
of Officer
*If any proposed amendment would alter or change any preference
or any relative or other right given to any class or series of outstanding
shares, then the amendment must be approved by the vote, in addition to the
affirmative vote otherwise required, of the holders of shares representing a
majority of the voting power of each class or series affected by the amendment
regardless to limitations or restrictions on the voting power thereof.
IMPORTANT:
Failure to include any of the above
information and submit with the proper fees may cause this filing to be
rejected.
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Nevada Secretary of State Amend Profit-After
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This form must be accompanied by appropriate fees.
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Revised: 1-5-15
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