As filed with the Securities and Exchange Commission on September 13, 2019
Registration No. 333-207600
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 4)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ANAVEX LIFE SCIENCES CORP.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of||(IRS Employer|
|incorporation or organization)||Identification Number)|
51 West 52nd Street, 7th
New York, NY 10019-6163
(Address and Telephone Number of Principal Executive Offices)
Christopher Missling, PhD
Chief Executive Officer
51 West 52nd Street, 7th Floor
New York, NY 10019-6163
(Name, Address and Telephone Number of Agent for Service)
Clayton E. Parker, Esq.
John C. Scarborough, Jr., Esq.
K&L Gates LLP
200 South Biscayne Boulevard, Suite 3900
Miami, Florida 33131-2399
Telephone: (305) 539-3300
Facsimile: (305) 358-7095
Approximate Date of Proposed Sale to the Public: This post−effective amendment no. 4 deregisters those securities that remain unsold hereunder as of the effective date hereof.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer||☐||Accelerated filer||☒|
|Non-accelerated filer||☐||Smaller reporting company||☒|
|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 7(a)(2)(B) of Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 4 (this “Amendment”) relates to the following Registration Statement on Form S-3 (the “Registration Statement”), filed by Anavex Life Sciences Corp., a Nevada corporation (the “Company”), with the Securities and Exchange Commission:
|●||Registration Statement No. 333-207600, initially filed on October 23, 2015, amended on August 11, 2016 and August 31, 2016 and declared effective on September 6, 2016, utilizing a “shelf” registration process to offer and sell in one or more offerings from time to time up to a total dollar amount of $100,000,000 in securities and to register an aggregate of 6,754,609 shares sold by the Selling Securityholder listed therein in one or more transactions.|
As of the date hereof, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration by means of this Amendment, all of such securities registered but unsold under the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York on September 13, 2019. No other person is required to sign this Amendment in reliance upon Rule 478 under the Securities Act.
|ANAVEX LIFE SCIENCES CORP.|
|By:||/s/ Christopher Missling, PhD|
|Name:||Christopher Missling, PhD|
|Title:||Chief Executive Officer,|
|Principal Executive Officer and|
|Chairman of the Board of Directors|