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ANAVEX LIFE SCIENCES CORP.

For the period ended Sep 30, 2025. Filed Nov 25, 2025.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Nov 25, 2025

AVXL$1.15+3.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-09-30; filed 2024-12-23.

0001731122-24-002041

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Current report: 10-K

Period ended 2025-09-30; filed 2025-11-25.

0001731122-25-001596

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 61 previous paragraphs and 63 current paragraphs.

37 unchanged; 16 reworded; 10 added; 7 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 10 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (10)

Current report

The above decreases were partially offset by an increase of approximately $3.0 million related to completion of Part B of the ANAVEX®3-71-SZ-001 trial during fiscal 2025, which was substantially larger in size than the preceding Part A during fiscal 2024.

Current report

There was an increase in cash used in operating activities of $8.2 million during fiscal 2025. The principal reason for this is due to a large decrease in accounts payable during the year, as compared to a large increase in the comparable financial year, principally due to timing of payments for a large manufacturing campaign of ANAVEX®2-73.

Current report

Cash provided by financing activities in fiscal 2025 was $9.4 million, comprised primarily of net cash received of $9.2 million related to the issuance of common shares pursuant to the at-the-market offering and $2.9 million in cash from the exercise of stock options by our employees. We utilized $2.7 million to satisfy tax withholding obligations associated with the net exercise of two expiring employee stock options to our CEO, in exchange for the withholding of shares.

Current report

Upon delivery of a placement notice based on our instructions and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell shares of common stock by methods deemed to be an “at the market offering”, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, or by any other method permitted by law, including negotiated transactions, subject to our prior written consent. We are not obligated to make any sales of shares under the Sales Agreement. We or the Sales Agent may suspend or terminate the Offering upon notice to the other party, subject to certain conditions. The Sales Agent will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the rules of Nasdaq.

Current report

We have agreed to pay the Sales Agent commissions for its services of up to 3.0% of the gross proceeds from the sale of shares of Common Stock pursuant to the Sales Agreement. We have also agreed to provide the Sales Agent with customary indemnification and contribution rights.

Current report

During the year ended September 30, 2025, the Company issued an aggregate of 927,910 shares of Common Stock under the Sales Agreement for net proceeds of $9.2 million, after deducting commissions and offering expenses.

Current report

At September 30, 2025, there was an unused amount of $140.4 million under the Sales Agreement.

Current report

On September 30, 2025, there was an unused amount of $110.8 million under the 2023 Purchase Agreement. The Company will need to file a prospectus supplement in order to access funds under the 2023 Purchase Agreement.
Removed paragraphs (7)

Previous report

Comparison of year ended September 30, 2024 to year ended September 30, 2023

Previous report

These decreases were largely offset by the following increases in research and development expenditures over the comparable fiscal 2023 financial year:

Previous report

There was an increase in cash used in operating activities of $3.0 million during fiscal 2024. The principal reason for this is an increase in net cash expenses, after taking into account non-cash share-based compensation, over the comparable period of approximately $3.3 million.

Previous report

On September 30, 2024, an amount of $110.8 million remained available under the 2023 Purchase Agreement.

Previous report

No shares were sold during the years ended September 30, 2024 and 2023 under the 2020 Sales Agreement. The Company terminated the 2020 Sales Agreement on July 24, 2024.
Reworded paragraphs (16)

Previous wording

The following discussion should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this report. Past operating results are not necessarily indicative of results that may occur in future periods. This discussion contains forward-looking statements, which involve a number of risks and uncertainties. SeeForward Looking Statements included elsewhere in this report.

Current wording

The following discussion should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this report. Past operating results are not necessarily indicative of results that may occur in future periods. This discussion contains forward-looking statements, which involve a number of risks and uncertainties. See “Forward Looking Statements” included elsewhere in this report. For discussion and analysis pertaining to 2024 overview and highlights as compared to 2023, please refer to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on December 23, 2024.

Previous wording

We are in the development stage and have not earned any revenues since our inception in 2004. We do not anticipate earning any revenues until we can establish an alliance with other companies to develop, co-develop, license, acquire or market our products.

Current wording

We are in the pre-revenue stage and have not earned any revenues since our inception in 2004. We do not anticipate earning any revenues until we can establish an alliance with other companies to develop, co-develop, license, acquire or market our products.

Previous wording

Our operating expenses for fiscal 2024 decreased to $52.9 million, from $55.8 million in fiscal 2023. The decrease is attributable to a modest decrease in research and development expenses of $1.9 million (4.3%) to $41.8 million in fiscal 2024 as well as a small decrease in general and administrative expenses of $1.0 million (8.3%) to $11.0 million in fiscal 2024, as more fully described below.

Current wording

Our operating expenses for fiscal 2025 decreased to $51.4 million, from $52.9 million in fiscal 2024. The decrease is attributable to research and development expenses, as more fully described below.

Previous wording

During fiscal 2024, we experienced an overall decrease in total research and development expenses over the comparable fiscal 2023 financial year.

Current wording

During fiscal 2025, we experienced an overall decrease in total research and development expenses over the comparable fiscal 2024 financial year. The main factors driving this decrease were as follows:

Previous wording

General and administrative expenses were $11.0 million for the fiscal 2024 financial year, as compared to $12.0 million in fiscal 2023. The primary reason for the decrease in general and administrative expenses was a reduction in share-based compensation charges of $1.9 million, as a result of the vesting of previous option awards and the extended timeline of milestone based vesting awards.

Current wording

General and administrative expenses were $13.8 million for the fiscal 2025 financial year, as compared to $11.0 million in fiscal 2024. The primary reason for the increase in general and administrative expenses was an increase in legal fees of $1.7 million, related to legal/regulatory matters, a new shelf registration statement, and various class action lawsuits.

Previous wording

We expect to see our research and development expenditures increase from current levels as we advance our clinical programs, including continuation of ANAVEX®3-71 trial in Schizophrenia and subsequent advancements, planned advancement of ANAVEX®2-73 for Parkinson’s disease, planned initiation of an ANAVEX®2-73 for a Fragile X clinical trial, and as we continue to grow our staffing to manage and support these clinical initiatives.

Current wording

We expect to see our research and development expenditures increase from current levels as we continue to advance our pipeline compounds.

Previous wording

Net other income for the year ended September 30, 2024 was $9.9 million as compared to $8.3 million for fiscal 2023. The primary reason for the increase in other income was due to a one-time financing charge of $0.9 million recognized in the comparable year associated with entering into the 2023 Purchase Agreement (as described below), as well as an increase in interest income in fiscal 2024 earned on cash and cash equivalents, due to an increase in market wide interest rates year over year.

Current wording

Net other income for the year ended September 30, 2025 was $5.0 million as compared to $9.9 million for fiscal 2024. The primary reason for the decrease in other income was due to a decrease of $2.6 million in interest income as a result of withdrawals in principal balance applied to excess funds invested in a money market as well as a market wide decrease in interest rates.

Previous wording

During fiscal 2024, we recorded $2.3 million in research and development incentive income, consisting of the Australian research and development incentive credit administered through the ATO, in connection with fiscal 2024 eligible expenditures. In comparison, research and development incentive income for fiscal 2023 was $2.7 million in connection with fiscal 2023 eligible expenditures. This income is driven by the clinical trial expenditures incurred in Australia, and the decrease is a result of the completion of the EXCELLENCE trial in Rett Syndrome and the Phase 2b/3 clinical trial in Alzheimer’s disease, as well as related open label extension trials, which were completed during fiscal 2024. We expect to continue to receive support from the Australian government for future clinical trials which we plan to conduct, in part, within Australia.

Current wording

During fiscal 2025, we recorded $0.6 million in research and development incentive income, consisting of the Australian research and development incentive credit administered through the ATO, in connection with fiscal 2025 eligible expenditures. In comparison, research and development incentive income for fiscal 2024 was $2.3 million in connection with fiscal 2024 eligible expenditures. This income is driven by the clinical trial expenditures incurred in Australia, and the decrease year over year is a result of the completion of eligible R&D clinical trials in Australia. We expect to continue to receive support from the Australian government for future clinical trials which we plan to conduct, in part, within Australia.

Previous wording

Net loss for fiscal 2024 was $43.0 million, or $0.52 per share, compared to a net loss of approximately $47.5 million, or $0.60 per share for fiscal 2023.

Current wording

Net loss for fiscal 2025 was $46.4 million, or $0.54 per share, compared to a net loss of approximately $43.0 million, or $0.52 per share for fiscal 2024.

Previous wording

At September 30, 2024, we had $132.2 million in cash and cash equivalents, a decrease from $151.0 million at September 30, 2023.

Current wording

At September 30, 2025, we had $102.6 million in cash and cash equivalents, a decrease from $132.2 million at September 30, 2024.

Previous wording

Cash provided by financing activities in fiscal 2023 was $29.7 million, comprised of $27.9 million attributable to cash received from the issuance of common shares under the 2023 Purchase Agreement and $1.8 million received pursuant to the exercise of stock options.

Current wording

Cash provided by financing activities in fiscal 2024 was $12.0 million, comprised of $11.3 million attributable to cash received from the issuance of common shares under the 2023 Purchase Agreement and $0.7 million received pursuant to the exercise of stock options.

Previous wording

On May 1, 2020, we entered into an Amended and Restated Sales Agreement (the “2020 Sales Agreement”) with Cantor Fitzgerald & Co. and SVB Leerink LLC (the “Sales Agents”), pursuant to which we could offer and sell shares of Common Stock registered under an effective registration statement from time to time through the Sales Agents (the “At-the-Market Offering”).

Current wording

On July 25, 2025, we entered into a Sales Agreement (the “Sales Agreement”) with TD Securities (USA) LLC (the “Sales Agent”). Pursuant to the Sales Agreement, the Company may offer and sell up to an aggregate offering price of $150 million (the “Offering”) in shares of common stock from time to time through the Sales Agent.

Previous wording

On February 3, 2023, the Company entered into a $150,000,000 purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company has the right to sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $150.0 million in value of its shares of Common Stock from time to time over a three-year period until February 3, 2026.

Current wording

On February 3, 2023, we entered into a $150,000,000 purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which we have the right to sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $150.0 million in value of our shares of Common Stock from time to time over a three-year period until February 3, 2026.

Previous wording

On any business day and subject to certain customary conditions, the Company may direct Lincoln Park to purchase up to 200,000 shares of Common Stock (such purchases, “Regular Purchases”). The amount of a Regular Purchase may increase under certain circumstances based on the market price of the Common Stock; provided, however, that Lincoln Park’s committed obligation under any Regular Purchase shall not exceed $4.0 million. The purchase price of shares of Common Stock will be based on the then prevailing market prices of such shares at the time of sales as described in the 2023 Purchase Agreement. There are no limits on the price per share that Lincoln Park may pay to purchase Common Stock under the 2023 Purchase Agreement. In addition, if the Company has directed Lincoln Park to purchase the full amount of Common Stock available as a Regular Purchase on a given day, it may direct Lincoln Park to purchase additional amounts as “accelerated purchases” and “additional accelerated purchases,” each as set forth in the 2023 Purchase Agreement.

Current wording

On any business day and subject to having an effective registration statement and subject to certain customary conditions, we may direct Lincoln Park to purchase up to 200,000 shares of Common Stock (such purchases, “Regular Purchases”). The amount of a Regular Purchase may increase under certain circumstances based on the market price of the Common Stock; provided, however, that Lincoln Park’s committed obligation under any Regular Purchase shall not exceed $4.0 million. The purchase price of shares of Common Stock will be based on the then prevailing market prices of such shares at the time of sales as described in the 2023 Purchase Agreement. There are no limits on the price per share that Lincoln Park may pay to purchase Common Stock under the 2023 Purchase Agreement. In addition, if we have directed Lincoln Park to purchase the full amount of Common Stock available as a Regular Purchase on a given day, we may direct Lincoln Park to purchase additional amounts as “accelerated purchases” and “additional accelerated purchases,” each as set forth in the 2023 Purchase Agreement.

Previous wording

During the year ended September 30, 2024, the Company issued to Lincoln Park an aggregate of 2,455,646 shares of Common Stock under the 2023 Purchase Agreement, including 2,450,000 shares of Common Stock for an aggregate purchase price of $11.3 million and 5,646 commitment shares. During the year ended September 30, 2023, the Company issued to Lincoln Park an aggregate of 3,288,943 shares of Common Stock under the 2023 Purchase Agreement, including 3,275,000 shares of Common Stock for an aggregate purchase price of $27.9 million and 13,943 commitment shares as well as the 75,000 initial commitment shares.

Current wording

During the year ended September 30, 2025, the Company did not issue any shares of common stock under the 2023 Purchase Agreement. During the year ended September 30, 2024, the Company issued to Lincoln Park an aggregate of 2,455,646 shares of Common Stock under the 2023 Purchase Agreement, including 2,450,000 shares of Common Stock for an aggregate purchase price of $11.3 million and 5,646 commitment shares.

Previous wording

We have granted share purchase option awards that vest upon achievement of certain performance criteria, or milestone-based awards. We estimate an implicit service period for achieving performance criteria for each award and recognizes the resulting fair value as expense over the implicit service period when we conclude that achieving the performance criteria is probable. We periodically review and update as appropriate our estimates of implicit service periods and conclusions on achieving the performance criteria. Performance awards vest upon achievement of the performance criteria.

Current wording

We have granted share purchase option awards that vest upon achievement of certain performance criteria, or milestone-based awards. We estimate an implicit service period for achieving performance criteria for each award and recognize the resulting fair value as expense over the implicit service period when we conclude that achieving the performance criteria is probable. We periodically review and update as appropriate our estimates of implicit service periods and conclusions on achieving the performance criteria. Performance awards vest upon achievement of the performance criteria.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Cash provided by financing activities in fiscal 2024 was $12.0 million, comprised of $11.3 attributable to cash received from the issuance of common shares at various market prices under the 2023 Purchase Agreement (as defined below) and $0.7 million received pursuant to the exercise of stock options.