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):
October
1, 2015
ANAVEX LIFE SCIENCES CORP.
(Exact name of registrant as specified in its charter)
|
Nevada
|
000-51652
|
20-8365999
|
|
(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))
Item 3.03. Material Modification to Rights of Security
Holders.
On October 2, 2015, the Board of Directors (the “
Board
”)
of Anavex Life Sciences Corp., a Nevada corporation (the “
Company
”),
approved a reverse stock split of the Company’s common stock, par value $0.001
per share (“
Common Stock
”), at a ratio of 1 for 4 (the “
Reverse
Split
”). The Company anticipates that the Reverse Split will be effective as
of 4:30 p.m. Eastern Time on October 6, 2015 (the “
Split Effective
Date
”), contingent upon approval from the Financial Industry Regulatory
Authority (“
FINRA
”).
On October 6, 2015, the Company filed a Certificate of Change (the “
Certificate
”) to effect the Reverse Split pursuant to Nevada Revised Statutes Sections 78.207 and 78.209 with the Secretary of State of the State of Nevada. Under Nevada law, the Company’s Articles of Incorporation will be deemed amended at the effective time on the Split Effective Date as provided in the Certificate. The Certificate is not effective until the Split Effective Date. In addition, because the Reverse Split was approved by the Board in accordance with NRS Section 78.207, no stockholder approval is required.
The Reverse Split will not be effected until the Company
receives approval from FINRA. On the Split Effective Date, every four shares of
the Company’s issued and outstanding Common Stock will be automatically
converted into one newly issued and outstanding share of Common Stock, without
any change in the par value per share. Any fractional shares resulting from the
Reverse Split will be rounded up to the nearest whole share. The Reverse Split
will reduce the number of shares of the Company’s Common Stock outstanding from
400,000,000 to approximately 100,000,000. Immediately after the Reverse Split,
each stockholder’s percentage ownership interest in the Company and proportional
voting power will remain unchanged except for minor adjustments that will result
from rounding fractional shares into whole shares. The rights and privileges of
the holders of shares of Common Stock will be substantially unaffected by the
Reverse Split. All options, warrants and convertible securities of the Company
outstanding immediately prior to the Reverse Split will be appropriately
adjusted accordingly.
Once effective, the Company’s Common Stock will trade under the
symbol “AVXLD” for a period of 20 business days, after which the “D” will be
removed from the trading symbol, which will revert to the original symbol of
“AVXL”. In connection with the Reverse Split, the CUSIP number for the Company’s
Common Stock will also change.
Stockholders who are holding their shares in electronic form at
brokerage firms do not have to take any action as the effect of the Reverse
Split will automatically be reflected in their brokerage accounts.
Stockholders holding paper certificates may (but are not
required to) send the certificates to the Company’s transfer agent at the
following address:
Nevada Agency and Transfer Company
50 West Liberty Street, Suite 880
Reno, NV 89501
The transfer agent will issue a new share certificate
reflecting the terms of the Reverse Split to each requesting stockholder.
The Company issued a press release announcing the Reverse Split
on October 6, 2015, a copy of which is furnished herewith as
Exhibit
99.1
.
Exhibit 99.1
, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Effective October 1, 2015 (the “
Effective Date
” ), the
Board appointed Sandra Boenisch, to serve as the Company’s Principal Financial
Officer until the earlier of a successor’s appointment or her resignation.
Ms. Boenisch is a Chartered Professional Accountant (CPA, CGA)
with 14 years of accounting, audit, and financial reporting experience in a
variety of industries, both in the United States and Canada. Ms. Boenisch has
been an independent consultant, providing financial reporting services to a
range of public companies in the United States and Canada since January 2012.
From 2008 until 2012, Ms. Boenisch was employed at BDO Canada LLP (Vancouver,
BC) where she was hired as a Senior Accountant and was later promoted to
Manager, Audit Assurance. Ms. Boenisch specialized in managing assurance
engagements for public companies in the United States and Canada. Prior to that,
Ms. Boenisch worked for a public accounting firm beginning in 2001. As an
independent consultant, Ms. Boenisch has acquired considerable experience in
finance, governance, and regulatory compliance.
Ms. Boenisch, age 34, has no family relationship with any other
officer or director of the Company. With respect to the Company, Ms. Boenisch
has not had a direct or indirect material interest in any transaction described
in Item 404(a) of Regulation S-K. In connection with Ms. Boenisch’s appointment
as Principal Financial Officer, the Company and Ms. Boenisch entered into an
employment agreement commencing on October 1, 2015 and ending on September 30,
2017, whereby: (a) the Company shall pay to Ms. Boenisch an annual base salary
of Seventy-Eight Thousand and 00/100 Canadian Dollars ($78,000 CAD), with Ms.
Boenisch being eligible for bonuses and salary increases; (b) Ms. Boenisch shall
receive a sign-on stock option grant; and (c) Ms. Boenisch shall be able to
participate in the Company’s employee benefit plans.
Item 5.03. Amendment to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report
on Form 8-K is incorporated by reference into this Item 5.03. A copy of the
Certificate is filed as
Exhibit 3.1
to this Current Report on Form 8-K.
Item 9.01.
Financial Statements and Exhibits.
|
|
(a)
|
Not applicable
|
|
|
(b)
|
Not applicable
|
|
|
(c)
|
Not applicable
|
|
|
(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.
ANAVEX LIFE SCIENCES
CORP.
/s/ Christopher Missling
Name: Christopher
Missling, PhD
Title: Chief Executive Officer
Date: October 6, 2015
|
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www.nvsos.gov
|
|
|
|
|
Certificate of Change Pursuant
to NRS 78.209
|
|
|
|
|
USE BLACK INK ONLY - DO NOT HIGHLIGHT
|
ABOVE SPACE IS FOR OFFICE USE ONLY
|
Certificate of Change filed Pursuant to
NRS 78.209
For Nevada Profit Corporations
1. Name of corporation:
|
Anavex Life Sciences Corp.
|
2. The board of directors have adopted a resolution pursuant to NRS 78.209
and have obtained any required approval of the stockholders.
3. The current number of authorized shares and the par value, if any, of each
class or series, if any, of shares before the change:
|
400,000,000 shares of common stock having a par value of
$0.001 per share
|
4. The number of authorized shares and the par value, if any, of each class
or series, if any, of shares after the change:
|
100,000,000 shares of common stock having a par value of
$0.001 per share
|
5. The number of shares of each affected class or series, if any, to be
issued after the change in exchange for each issued share of the same class or
series:
|
1-for-4 reverse stock split on outstanding common stock
|
6. The provisions, if any, for the issuance of fractional shares, or for the
payment of money or the issuance of scrip to stockholders otherwise entitled to
a fraction of a share and the percentage of outstanding shares affected thereby:
|
7. Effective date and time of filing: (optional)
|
Date:
|
October 6, 2015
|
Time:
|
4:30 pm EST
|
|
|
(must not be later than 90 days after the certificate is filed)
|
8. Signature: (required)
X
|
|
President/Chief Executive Officer
|
|
Signature of Officer
|
|
Title
|
IMPORTANT:
Failure to include any of the above information and submit
with the proper fees may cause this filing to be rejected.
|
This form must be accompanied by appropriate fees.
|
Nevada Secretary of State Stock Split
Revised: 1-5-15
|
Anavex Prepares for Uplisting to NASDAQ, Announces Reverse
Stock Split
NEW YORK, NY –
October 6, 2015 –
Anavex Life Sciences
Corp.
(“Anavex” or the “Company”) (OTCQX: AVXL), a clinical-stage
biopharmaceutical company developing drug candidates to treat Alzheimer’s
disease, other central nervous system (CNS) diseases, pain, and various types of
cancer, today announced that it is finalizing an application to uplist trading
of its common stock to the NASDAQ Capital Market. To meet the conditions of a
NASDAQ listing, the Company announces a one-for-four (1-for-4) reverse stock
split of its authorized, issued and outstanding common shares. The Company's
common stock will begin trading on a post-split basis at the opening of trading
on October 7, 2015.
“It is our belief that uplisting to a major exchange will allow
a broader base of worldwide institutions, funds and retail investors to
participate in our future success,” said Christopher U. Missling, PhD, President
and Chief Executive Officer of Anavex. “This reverse stock split will help us
meet the conditions to finalize our application for uplisting to NASDAQ.”
Following the reverse stock split, every four shares of issued and
outstanding common stock will be converted to one post-reverse split share. All
fractional shares will be rounded up to the nearest whole share.
The reverse stock split will reduce the issued and outstanding
shares of common stock from 400,000,000 prior to the split to 100,000,000 after
the reverse stock split.
As of October 7, Anavex common stock will trade under the
ticker symbol AVXLD for a period of 20 business days. After that time or earlier
once NASDAQ approves the uplisting requirements, the “D” will be removed and our
Company's symbol will once again be AVXL. A new CUSIP number will be assigned to
the Company's common stock as a result of the reverse split.
Shareholders should direct any questions concerning the reverse
split to their bank or broker or the Company's transfer agent, Nevada Agency and
Trust at +1 (775) 322-0626.
About Anavex Life Sciences Corp.
Anavex Life Sciences Corp. (OTCQX: AVXL) is a publicly traded
biopharmaceutical company dedicated to the development of novel drug candidates
to treat Alzheimer’s disease, other central nervous system (CNS) diseases, pain,
and various types of cancer. Anavex’s lead drug candidate, ANAVEX 2-73, is
currently in a Phase 2a clinical trial for Alzheimer’s disease. Initial positive
data was presented at AAIC 2015 and full PART A data is expected by year end.
ANAVEX 2-73 is an orally available drug candidate that targets sigma-1 and
muscarinic receptors and successfully completed Phase 1 with a clean data
profile. Preclinical studies demonstrated its potential to halt and/or reverse
the course of Alzheimer’s disease. It has also exhibited anticonvulsant,
anti-amnesic, neuroprotective and anti-depressant properties indicating its
potential to treat additional CNS disorders. Further information is available at
www.anavex.com
.
Forward-Looking Statements
Statements in this press release that are not strictly
historical in nature are forward-looking statements. These statements are only
predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results may
differ materially from those projected in any of such statements due to various
factors, including the risks set forth in the Company’s most recent Annual
Report on Form 10-K filed with the SEC. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date
hereof. All forward-looking statements are qualified in their entirety by this
cautionary statement and Anavex Life Sciences Corp. undertakes no obligation to
revise or update this press release to reflect events or circumstances after the
date hereof.
For further information:
Anavex Life Sciences Corp.
Research & Business
Development
Toll-free: 1-844-689-3939
Email:
info@anavex.com
Shareholder & Media Relations
Toll-free: 1-866-505-2895
Outside North America: +1 (416) 489-0092
Email:
ir@anavex.com
www.anavex.com
# # #