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 1, 2020

ANAVEX LIFE SCIENCES CORP.
(Exact name of registrant as specified in its charter)

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))

Securities registered pursuant to Section 12(b) of the Act:

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.

Anavex Life Sciences Corp. (the “Company”), previously entered into a purchase agreement on June 7, 2019 (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), an Illinois limited liability company, which provided that the Company had the right, in its sole discretion, to sell to LPC shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) from time to time over a 36 month period pursuant to the terms of the Purchase Agreement. The Purchase Agreement limited the Company’s sale shares of Common Stock to LPC to 10,076,680 shares of Common Stock, representing 19.99% of the shares of the Common Stock outstanding on the date of the Purchase Agreement unless (i) shareholder approval was obtained to issue more than such amount or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the Purchase Agreement equaled or exceeded $3.06 per share, which represented the lower of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the date of the Purchase Agreement or (B) the average of the closing price of the Common Stock on the Nasdaq Capital Market for the five Business Days immediately preceding the date of the Purchase Agreement, as calculated in accordance with Nasdaq Rules.

On July 1, 2020, the Company and LPC entered into a First Amendment to Purchase Agreement (the “Amendment”). The Amendment limited the Company’s sale shares of Common Stock to LPC from the date thereof to 12,016,457 shares of shares of Common Stock, representing 19.99% of the shares of the Common Stock outstanding on the date of Amendment unless (i) shareholder approval is obtained to issue more than such amount or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the Purchase Agreement, as amended equals or exceeds $4.9266 per share, which represents the lower of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the date of the Amendment or (B) the average of the closing prices of the Common Stock on the Nasdaq Capital Market for the five Business Days immediately preceding the date of the Amendment, as calculated in accordance with Nasdaq Rules.  

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy which is attached hereto as Exhibit 10.1, and which is incorporated herein in its entirety by reference. 

The Company is filing the opinion of Snell & Wilmer, L.L.P., regarding the validity of the shares of Common Stock issued pursuant to the Purchase Agreement, as amended, as Exhibit 5.1 hereto.

(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.

Exhibit 5.1

July 2, 2020

Anavex Life Sciences Corp.

51 West 52^nd Street, 7^th Floor

New York, New York 10019-6163

Re: Prospectus Supplement

Ladies and Gentlemen:

We have acted as your counsel in connection with the prospectus supplement filed pursuant to Rule 424(b)(5) of the Securities Act dated July 2, 2020 (the “Prospectus Supplement”), which is related to the Registration Statement on Form S-3 (File No. 333-232550) filed with the Securities and Exchange Commission on July 3, 2019 under the Securities Act of 1933, as amended, (the “Securities Act”), and declared effective on July 15, 2019 (the “Registration Statement”) and the prospectus supplement filed pursuant to Rule 424(b)(5) of the Securities Act dated May 1, 2020 (the “May Prospectus Supplement”). The Prospectus Supplement relates to the registration of: (i) up to $24,875,198 of shares of the Company’s common stock, par value $0.001 per share (the “Purchase Shares”), and (ii) up to 80,694 shares of the Company’s common stock, par value $0.001 per share (the “Commitment Shares”) (all collectively, the “Shares”). The Shares, which may be resold by Lincoln Park Capital Fund, LLC (“Lincoln Park”), were previously registered pursuant to the May Prospectus Supplement pursuant to the purchase agreement between Lincoln Park and Anavex Life Sciences Corp. (the “Company”), as amended July 1, 2020 (the “Purchase Agreement”). Capitalized terms used in this letter which are not otherwise defined shall have the meanings given to such terms in the Prospectus Supplement.

You have requested our opinion as to the matters set forth below in connection with the Prospectus Supplement. For purposes of rendering this opinion, we have examined the Registration Statement, the May Prospectus Supplement, the Prospectus Supplement, the Purchase Agreement, the Company’s articles of incorporation, as amended, and bylaws, as amended, and the corporate action of the Company that provides for the issuance of the Shares, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on certificates made by officers of the Company. In rendering our opinion, in addition to the assumptions that are customary in opinion letters of this kind, we have assumed the genuineness of signatures on the documents we have examined, the conformity to authentic original documents of all documents submitted to us as copies, and that the Company will have sufficient authorized and unissued shares of common stock available with respect to any of the Shares issued after the date of this letter. We have not verified any of these assumptions.

This opinion is rendered as of the date of this letter and is limited to matters of Nevada corporate law, including applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws. We express no opinion as to the laws of any other state, the federal law of the United States, or the effect of any applicable federal or state securities laws.

Based upon and subject to the foregoing, it is our opinion that the Shares are duly authorized for issuance by the Company and, when issued and paid for as described in the Prospectus Supplement and Purchase Agreement, will be validly issued, fully paid, and nonassessable.

We consent to the filing of this opinion as an exhibit to the Prospectus Supplement and to the reference to this firm under the caption “Legal Matters”. In giving our consent we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations under such act.

Very truly yours,

/s/ Snell & Wilmer L.L.P.

Snell & Wilmer L.L.P.

Exhibit 10.1

FIRST AMENDMENT TO

PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this “First Amendment”), dated as of July 1, 2020, by and between ANAVEX LIFE SCIENCES CORP., a Nevada corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

WHEREAS, the Company and the Investor entered into that certain Purchase Agreement (the “Agreement”) dated as of June 7, 2019. The Company and the Investor now desire to amend the Agreement, however, only as set forth in this First Amendment.

NOW THEREFORE, the Company and the Investor hereby agree as follows:

1.                   Section 1(kk) of the Agreement is deleted in its entirety and replaced by the following:

“Signing Market Price” means $4.9266, representing the consolidated closing bid price of the Common Stock on The NASDAQ Capital Market on the First Amendment Effective Date, representing the lower of (i) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the First Amendment Effective Date or (ii) the average of the closing price of the Common Stock on the Nasdaq Capital Market for the five Business Days immediately preceding the First Amendment Effective Date.

2.                   Section 1 of the Agreement is amended by adding the following defined term thereto in appropriate alphabetical order:

“First Amendment Effective Date” means July 1, 2020.

3.                   Section 2(f)(i) is deleted in its entirety and replaced by the following:

Exchange Cap. Subject to Section 2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement on or following the First Amendment Effective Date and the transactions contemplated hereby would be equal or greater to 12,016,457 shares of Common Stock, representing 19.99% of the shares of Common Stock outstanding on the First Amendment Effective Date (which number of shares shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable pursuant to any transaction or series of transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Nasdaq Capital Market or any other Principal Market on which the Common Stock may be listed or quoted) (the “Exchange Cap”), unless and until the Company elects to solicit stockholder approval of the issuance of Common Stock as contemplated by this Agreement and the stockholders of the Company have in fact approved such issuance in accordance with the applicable rules and regulations of the Nasdaq Capital Market, any other Principal Market on which the Common Stock may be listed or quoted, and the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), and the Company’s Bylaws, as amended (the “Bylaws”). For the avoidance of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of Common Stock as contemplated by this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(f)(i), the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during the term of this Agreement (except as set forth in Section 2(f)(ii) below).

4.                   Section 2(f)(ii) is deleted in its entirety and replaced by the following:

At-Market Transaction. Notwithstanding Section 2(f)(i) above and subject to the prior approval of the Nasdaq Capital Market or any other Principal Market on which the Common Stock may be listed or quoted (to the extent required), the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Signing Market Price and in accordance with any other applicable rules of the Nasdaq Capital Market or any other Principal Market on which the Common Stock may be listed or quoted (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 2(f)(i) is obtained).

5.                   Except as amended and modified by this First Amendment, the Agreement is hereby ratified and affirmed.

** Signature Page Follows **

IN WITNESS WHEREOF, the Investor and the Company have caused this First Amendment to Purchase Agreement to be duly executed as of the date first written above.

THE COMPANY:

ANAVEX LIFE SCIENCES CORP.

By: /s/ Christopher Missling

Name: Christopher Missling, PhD.

Title: Chief Executive Officer

INVESTOR:

LINCOLN PARK CAPITAL FUND, LLC

BY: LINCOLN PARK CAPITAL, LLC

BY: ROCKLEDGE CAPITAL CORPORATION

By: /s/ Josh Scheinfeld

Name: Josh Scheinfeld

Title: President