8-K

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): April 7, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 7, 2022, Anavex Life Sciences Corp., a Nevada corporation (the “Company”), entered into the Third Amendment to Employment Agreement (the “Amendment”) with Christopher Missling, PhD (“Dr. Missling”), in his continuing capacity as Chief Executive Officer of the Company. The Amendment amends the Second Amendment to Employment Agreement dated May 3, 2019, the First Amendment to Employment Agreement dated July 5, 2016, and the Employment Agreement by and between the Company and Dr. Missling, dated June 27, 2013 (as amended, the “Employment Agreement”).

The Amendment is made to extend the term of the Employment Agreement through July 5, 2025, unless earlier terminated as provided in the Amendment. Pursuant to the terms of the Amendment, beginning July 5, 2022, the CEO shall receive an annual base salary of $700,000 and is eligible to earn an annual cash target bonus for each whole or partial calendar year of twenty percent of his base salary. Subject to the terms of the Amendment, the CEO will also receive 500,000 options for shares of the Company’s common stock, which will vest upon the achievement of three pre-defined performance objectives. The options shall have an exercise price equal to the closing price of the Company’s common stock on the date of grant.

The summary of the Amendment provided herein is qualified in its entirety by the terms of such agreement, which are fully set forth and attached hereto as Exhibit 10.1 and which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

EXHIBIT NO.	DESCRIPTION	LOCATION
10.1	Third Amendment to Employment Agreement by and between Anavex Life Sciences Corp. and Christopher Missling, PhD, dated April 7, 2022	Filed herewith

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: April 8, 2022

EX-10.1

EXHIBIT 10.1

THIRD AMENDMENT TO

EMPLOYMENT AGREEMENT

This Third Amendment to Employment Agreement (this “Amendment”) is executed on this seventh day of April 2022, and made effective as defined below (the “Effective Date”), by and between Christopher Missling, PhD (hereinafter referred to as “Executive”) and Anavex Life Sciences Corp. (“Employer” and, together with its subsidiaries, the “Company”) and serves to amend that certain Employment Agreement dated June 27, 2013, as amended from time to time (the “Employment Agreement”), by and between Executive and the Company. Except as otherwise provided in this Amendment, capitalized terms used in this Amendment shall have the same meanings given to them in the Employment Agreement. Executive and Company are collectively referred to as the “Parties” and singularly referred to as “Party.”

RECITALS

WHEREAS, Executive currently is employed by the Company pursuant to the terms of the Employment Agreement; and

WHEREAS, the Parties desire to amend the Employment Agreement as described below, but to otherwise maintain in effect in full all other terms of the Employment Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

AMENDMENT

1. ADOPTION OF RECITALS. The Parties adopt the above recitals as being true and correct, and they are incorporated herein as material parts of this Amendment.

2. SECTION 1. The Parties agree that Section 1 of the Employment Agreement shall be amended and restated as follows:

1. Term. The term of your employment hereunder shall commence on July 5th, 2022 (the “Start Date”) and shall end on the earliest of (i) July 5th, 2025, (ii) the date on which your employment is terminated by Company or you pursuant to Paragraph 10 or (iii) the date of your death or the date of termination of your employment by reason of incapacity (determined in accordance with Paragraph 8) (the “Employment Term”). The period from the Start Date until July 5th, 2025, regardless of any earlier termination, shall hereinafter be referred to as the “Original Employment Term”.

3. SECTION 3. The Parties agree that Section 3 of the Employment Agreement shall be amended and restated as follows:

3. Cash Compensation.

(a) Base Salary. In consideration for the services performed by you pursuant to this Agreement, the Company shall pay to you, and you will be entitled to receive and hereby agree to accept, an initial annual base salary of $700,000, subject to increases in the discretion of the Board or its Compensation Committee (“Base Salary”), payable in accordance with the Company’s normal payroll payment practices.

The Compensation Committee of the Board (the “Compensation Committee”) may review your salary at least annually and may increase (but not decrease) the Base Salary. The result of any such review shall be reported to you by the Compensation Committee promptly after it occurs.

(b) Annual Bonus Compensation. In addition to your Base Salary, during the Employment Term you shall be eligible to earn an annual cash bonus for each whole or partial calendar year during the Employment Term, (the “Bonus”) of up to $140,000. Commencing July 5th, 2022, your target bonus for each calendar year during the Employment Term shall be twenty percent (20%) of annualized Base Salary, as in effect on July 5th, 2022 of each applicable performance year; provided that the Compensation Committee may review your target bonus at least annually and may increase (but not decrease, including as it may be increased from time to time) the target bonus. The result of any such annual review shall be reported to you by the Compensation Committee promptly after it occurs. Your target bonus, as it may be so increased from time to time, is referred to herein as the “Target Bonus”. As the actual amount payable to you as Bonus will be dependent upon the achievement of certain performance goals, your actual Bonus may be less than, greater than or equal to the Target Bonus. Your actual Bonus shall be determined by the Board of Directors, with suggestions from the Compensation Committee, at the end of each whole year during the Employment Term.

(c) Your Bonus for each whole calendar year during the Employment Term, beginning with 2022, will be based upon achievement of performance goals established by the Compensation Committee, which may include individualized performance goals applicable uniquely to you. The Company shall deliver to you a list of that year’s performance goals by end of 1st quarter of each year.

4. SECTION 4. The Parties agree that Section 4 of the Employment Agreement shall be amended and restated as follows:

4.  Stock Options. In addition to your Base Salary and Bonus, you shall receive the following stock option grants:

(i) You shall be entitled to 500,000 options for shares of the Company’s Common Stock which shall be granted upon the filing of an S-8 Registration Statement for the 2022 Equity Incentive Plan. The options shall vest one third each upon the

● Completion of ANAVEX2-73-AD-004 Phase 2b/3 study in Alzheimer’s disease

● Initiation of ANAVEX2-73 imaging-focused Parkinson’s disease clinical trial

● Initiation of ANAVEX2-73 Phase 2/3 Fragile X clinical trial

Each such option shall have an exercise price equal to the closing price of the Common Stock on the grant date.

Upon a Change in Control, all previously granted but unvested stock options shall vest.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on April 7, 2022.

COMPANY:		EXECUTIVE:
ANAVEX LIFE SCIENCES CORP.		CHRISTOPHER MISSLING, PHD
By:	/s/ Sandra Boenisch	By:	/s/ Christopher Missling
Name:	Sandra Boenisch
Title:	Principal Financial Officer

XML

Cover	Apr. 07, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 07, 2022
Entity File Number	001-37606
Entity Registrant Name	ANAVEX LIFE SCIENCES CORP.
Entity Central Index Key	0001314052
Entity Tax Identification Number	98-0608404
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	630 5th Avenue
Entity Address, Address Line Two	20th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10111
City Area Code	844
Local Phone Number	689-3939
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	AVXL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false