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ANAVEX LIFE SCIENCES CORP.

For the period ended Dec 31, 2025. Filed Feb 9, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Dec 31, 2025 · Filed Feb 9, 2026

AVXL$1.13-7.4%Stored close · as of Nov 10, 2026

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ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

December 31, 2025

Anavex Life Sciences Corp.
Condensed Consolidated Interim Balance Sheets
(in thousands, except share and per share amounts)
December 31,September 30,
20252025
(Unaudited)
Assets
Current
Cash and cash equivalents$131,749$102,577
Incentive and tax receivables844809
Prepaid expenses and other current assets396429
Total Assets$132,989$103,815
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable$2,639$4,249
Accrued liabilities - Note 32,9273,892
Deferred grant income - Note 4805805
Total Liabilities$6,371$8,946
Capital stock
Authorized:
10,000,000 preferred stock, par value $0.001 per share——
200,000,000 common stock, par value $0.001 per share
Issued and outstanding:
92,671,758 common shares (September 30, 2025 - 86,668,521)9387
Additional paid-in capital514,654477,230
Accumulated deficit(388,129)(382,448)
Total Stockholders’ Equity$126,618$94,869
Total Liabilities and Stockholders’ Equity$132,989$103,815
Anavex Life Sciences Corp.
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss
(in thousands, except share and per share amounts)
(Unaudited)
Three months ended December 31,
20252024
Operating expenses
General and administrative$2,126$3,146
Research and development4,65610,446
Total operating expenses6,78213,592
Operating loss(6,782)(13,592)
Other income (expense)
Grant income—12
Research and development incentive income33412
Interest income, net1,0791,394
Foreign exchange gain (loss)7(337)
Total other income, net1,1191,481
Net loss before provision for income taxes(5,663)(12,111)
Income tax expense, current(18)—
Net loss and comprehensive loss$(5,681)$(12,111)
Net Loss per share
Basic and diluted$(0.06)$(0.14)
Weighted average number of shares outstanding
Basic and diluted89,029,45884,805,974
Anavex Life Sciences Corp.
Condensed Consolidated Interim Statements of Cash Flows
(in thousands, except share and per share amounts)
(Unaudited)
Three months ended December 31,
20252024
Cash Flows used in Operating Activities
Net loss$(5,681)$(12,111)
Adjustments to reconcile net loss to net cash used in operations:
Share based compensation1,1072,055
Changes in working capital balances related to operations:
Incentive and tax receivables(35)(108)
Prepaid expenses and deposits33220
Accounts payable(1,610)(5,060)
Accrued liabilities(965)2,897
Deferred grant income—(13)
Net cash used in operating activities(7,151)(12,120)
Cash Flows provided by Financing Activities
Issuance of common shares, net of share issue costs36,323—
Proceeds from exercise of stock options—708
Net cash provided by financing activities36,323708
(Decrease) Increase in cash and cash equivalents during the period29,172(11,412)
Cash and cash equivalents, beginning of period102,577132,187
Cash and cash equivalents, end of period$131,749$120,775
Supplemental Cash Flow Information
Cash paid for state and local franchise taxes$41$43
Anavex Life Sciences Corp.
Condensed Consolidated Interim Statements of Changes in Stockholders’ Equity
For the three months ended December 31, 2025 and 2024
(in thousands, except share and per share amounts)
(Unaudited)
Common Stock · Additional · Accumulated
SharesPar ValuePaid-in CapitalDeficitTotal
Balance, October 1, 202586,668,521$87$477,230$(382,448)$94,869
Shares issued under 2025 Sales Agreement6,003,237636,317—36,323
Share based compensation——1,107—1,107
Net loss———(5,681)(5,681)
Balance, December 31, 202592,671,758$93$514,654$(388,129)$126,618
Balance, October 1, 202484,795,517$85$456,249$(336,071)$120,263
Shares issued pursuant to exercise of stock options189,932—708—708
Share based compensation——2,055—2,055
Net loss———(12,111)(12,111)
Balance, December 31, 202484,985,449$85$459,012$(348,182)$110,915

December 31, 2025 – Page 1

**Note 1 Business Description **

Business

Anavex Life Sciences Corp. (“Anavex” or the “Company”) is a clinical stage biopharmaceutical company engaged in the development of differentiated therapeutics by applying precision medicine to central nervous system (“CNS”) diseases with high unmet need. Anavex analyzes genomic data from clinical trials to identify biomarkers, which are used in the analysis of its clinical trials for the treatment of neurodegenerative and neurodevelopmental diseases.

The Company’s focus is on developing innovative treatments for Alzheimer’s disease, Parkinson’s disease, schizophrenia, neurodevelopmental, neurodegenerative, and rare diseases, including Rett syndrome, and other central nervous system (CNS) disorders.

**Note 2 Basis of Presentation **

These accompanying unaudited condensed consolidated interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. Accordingly, certain information and note disclosures normally included in the annual financial statements in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the disclosures are adequate to make the information presented not misleading.

These accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained herein. The consolidated balance sheet as of September 30, 2025 was derived from the audited annual financial statements but does not include all disclosures required by U.S. GAAP. The accompanying unaudited condensed consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended September 30, 2025 filed with the SEC on November 25, 2025. The Company follows the same accounting policies in the preparation of interim reports.

Certain immaterial amounts from prior periods have been reclassified to conform to the current year’s presentation.

Operating results for the three months ended December 31, 2025 are not necessarily indicative of the results that may be expected for the year ending September 30, 2026.

Liquidity

All of the Company’s potential drug compounds are in the clinical development stage and the Company cannot be certain that its research and development efforts will be successful or, if successful, that its potential drug compounds will ever be approved for sales to pharmaceutical companies or generate commercial revenues. To date, the Company has not generated any revenue from our operations. The Company expects the business to continue to experience negative cash flows from operations for the foreseeable future and cannot predict when, if ever, its business might become profitable.

Management believes that the current working capital position will be sufficient to meet the Company’s working capital requirements beyond the next 12 months after the date that these unaudited condensed consolidated interim financial statements are issued. The process of drug development can be costly, and the timing and outcomes of clinical trials are uncertain. The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon a number of factors including but not limited to the design, timing and duration of future clinical trials, the progress of the Company’s research and development programs and the level of financial resources available. The Company has the ability to adjust its operating plan spending levels based on the timing of future clinical trials.

December 31, 2025 – Page 2

Other than our rights related to the 2025 Sales Agreement (as defined below in Note 5), there can be no assurance that additional financing will be available when needed or, if available, that it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional financing on a timely basis, if and when it is needed, it will be forced to delay or scale down some or all of its research and development activities.

Use of Estimates*

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to accounting for research and development costs, incentive and tax receivables, valuation and recoverability of deferred tax assets, share based compensation, and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Principles of Consolidation

These unaudited condensed consolidated interim financial statements include the accounts of Anavex Life Sciences Corp. and its wholly-owned subsidiaries, Anavex Australia Pty Limited (“Anavex Australia”), a company incorporated under the laws of Australia, Anavex Germany GmbH, a company incorporated under the laws of Germany, and Anavex Canada Ltd., a company incorporated under the laws of the Province of Ontario, Canada. All inter-company transactions and balances have been eliminated.

Fair Value Measurements*

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair value are reported using a three level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 - assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.

At December 31, 2025 and September 30, 2025, the Company did not have any Level 2 or Level 3 assets or liabilities.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes: Improvements to Income Tax Disclosures.” This guidance requires consistent categories and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction. This amendment is effective for our fiscal year ending September 30, 2026. The Company is currently assessing the impact of this guidance on its disclosures.

December 31, 2025 – Page 3

In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures”. The amendments in ASU No. 2024-03 address investor requests for more detailed expense information and require additional disaggregated disclosures in the notes to the financial statements for certain categories of expenses that are included on the face of the financial statements. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of this guidance on its disclosures.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. The amendments in ASU No. 2025-11 are intended to improve the clarity and usability of interim reporting guidance by reorganizing Topic 270, clarifying when interim reporting requirements apply, and consolidating interim disclosure requirements that are currently dispersed throughout the Codification. The amendments are effective for fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its interim reporting processes and disclosures.

**Note 3 Accrued Liabilities **

The principal components of accrued liabilities consist of (in thousands):

Schedule of principal components of accrued liabilities
December 31,September 30,
20252025
Accrued investigator payments$24$96
Accrued compensation and benefits1,2281,562
Milestone-based contract accruals299523
All other accrued liabilities1,3761,711
Total accrued liabilities$2,927$3,892

Note 4 Other Income

Grant income

As of December 31, 2025, the Company had received a $1.0 million (September 30, 2025: $1.0 million) research grant awarded by the Michael J. Fox Foundation for Parkinson’s Research. The grant will be used to fund a clinical trial of the Company’s lead compound, ANAVEX®2-73 (blarcamesine) related to Parkinson’s disease. Of the total, $0.5 million was received during the year ended September 30, 2023 and $0.5 million was received during the year ended September 30, 2021.

The grant income has been deferred when received and is being amortized to other income as the related research and development expenditures are incurred. During the three months ended December 31, 2025, the Company recognized $Nil (three months ended December 31, 2024: $12,275) of this grant on its statements of operations within grant income. At December 31, 2025 an amount of $0.8 million (September 30, 2025: $0.8 million) of this grant is recorded as deferred grant income, representing the amount of this grant which has not yet been amortized to other income. The Company will recognize this income on its statements of operations as the related expenditures are incurred to offset the income.

Research and development incentive income

Research and development incentive income represents the income earned by Anavex Australia of the Australia R&D credit. This cash incentive is received by Anavex Australia, upon filing of a claim in connection with Anavex Australia’s annual income tax return.

December 31, 2025 – Page 4

During the three months ended December 31, 2025, the Company recorded research and development incentive income of $0.03 million (AUD 0.05 million) (three months ended December 31, 2024: $0.4 million (AUD 0.6 million)) in respect of the Australia R&D credit for eligible research and development expenses incurred during the period. This amount is included within Other income (expense) on the condensed consolidated interim statements of operations and comprehensive loss.

At December 31, 2025, Incentive and tax receivables includes $0.7 million (AUD 1.1 million) (September 30, 2025: $0.7 million (AUD 1.1 million)) relating to Australia R&D credits earned during the period that are expected to be reimbursed upon filing of the Company’s annual claim under this program.

The Australia R&D credit program is a self-assess program whereby the Company must assess its eligibility each year to determine (i) if the entity is eligible (ii) if the specific R&D activities are eligible and (iii) if the individual R&D expenditures have nexus to such R&D activities. The Company evaluates its eligibility under the tax incentive program as of each balance sheet date based on the most current and relevant data available. Anavex Australia is able to continue to claim the R&D tax incentive for as long as it remains eligible and continues to incur eligible research and development expenditures.

Although the Company believes that it has complied with all the relevant conditions of eligibility under the program for all periods claimed, the ATO has the right to review the Company’s qualifying programs and related expenditures for a period of four years. If such a review were to occur, the ATO may have different interpretations of certain eligibility requirements. If the ATO disagreed with the Company’s assessments and any related subsequent appeals, it could require adjustment to and repayment of current or previous years’ claims already received. Additionally, if the Company was unable to demonstrate a reasonably arguable position taken on such claims, the ATO could also assess penalties and interest on any such adjustments.

Currently, the Company’s tax incentive claims from 2020 to 2025 are open to potential review by the ATO. Additionally, the period open for review is indefinite if the ATO suspects fraud. The Company has not provided any allowance for any such potential adjustments, should they occur in the future.

Note 5 Equity Offerings

Common Stock

Common shares are voting and are entitled to dividends as declared at the discretion of the Board of Directors.

Preferred Stock

The Company’s Board of Directors (the “Board”) has the authority to issue preferred stock in one or more series and to fix the rights, preferences, privileges, restrictions and the number of shares constituting any series or the designation of the series.

2025 Sales Agreement

On July 25, 2025, the Company entered into a Sales Agreement (the “2025 Sales Agreement”) with TD Securities (USA) LLC (the “Sales Agent”). Pursuant to the 2025 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.

Upon delivery of a placement notice based on the Company’s instructions and subject to the terms and conditions of the 2025 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 the Company’s prior written consent. The Company is not obligated to make any sales of shares under the 2025 Sales Agreement. The Company 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.

December 31, 2025 – Page 5

The Company has 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. The Company has also agreed to provide the Sales Agent with customary indemnification and contribution rights.

During the three months ended December 31, 2025, the Company issued 6,003,237 shares of common stock for net proceeds of $36.3 million pursuant to the 2025 Sales Agreement.

2023 Purchase Agreement

On February 3, 2023, the Company entered into a $150.0 million purchase agreement (the “2023 Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company had 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.

In consideration for entering into the 2023 Purchase Agreement, the Company issued to Lincoln Park 75,000 shares of common stock as a commitment fee (the “initial commitment shares”) and agreed to issue up to an additional 75,000 shares pro rata, when and if, Lincoln Park purchased, at the Company’s discretion, the $150.0 million aggregate commitment. The Company determined the fair value of the initial commitment shares was $0.8 million with reference to the closing price of the Company’s shares on the 2023 Purchase Agreement date. In addition, the Company incurred third party expenses of $0.1 million in connection with entering into the 2023 Purchase Agreement. These amounts were expensed to other financing expense on the statements of operations during the year ended September 30, 2023.

During the three months ended December 31, 2025 and year ended September 30, 2025, the Company did not issue any shares of common stock under the 2023 Purchase Agreement.

The 2023 Purchase Agreement expired on February 3, 2026.

Note 6 Commitments and Contingencies

Lease

The Company leases office space under an operating lease with an initial term of 12 months or less. Under the terms of the office lease, the Company is required to pay its proportionate share of operating costs.

The operating lease costs were as follows (in thousands):

Schedule of operating lease costs
Three months ended December 31,
20252024
Operating lease costs$35$33

Employee 401(k) Benefit Plan

The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan covers all United States based employees. United States based employees eligible to participate in the plan may contribute up to the current statutory limits under the Internal Revenue Service regulations. The 401(k) plan permits the Company to make additional matching contributions on behalf of contributing employees.

December 31, 2025 – Page 6

The Company made matching contributions under the 401(k) plan as follows (in thousands):

Schedule of contributions under the plan
Three months ended December 31,
20252024
Contributions to 401(k) plan$25$48

Litigation

The Company is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Company’s unaudited condensed consolidated interim financial statements. The Company does not believe that any of such pending claims and legal proceedings will have a material adverse effect on its unaudited condensed consolidated interim financial statements.

On March 13, 2024, a shareholder class action complaint was filed in the United States District Court for the Southern District of New York and it named the Company and an officer of the Company as Defendants. The complaint was amended on July 12, 2024 (the “Initial Action”). The complaint alleged violations of the Securities and Exchange Act of 1934 associated with disclosures and statements made with respect to certain clinical trials for ANAVEX®2-73 related to Rett syndrome. This lawsuit was dismissed by the United States District Court for the Southern District of New York on June 18, 2025. The plaintiff filed a notice of appeal on July 17, 2025. Briefing on the appeal concluded October 30, 2025 and oral argument has been scheduled to occur on February 12, 2026. No decision has been entered. No amount has been recorded in these unaudited condensed consolidated interim financial statements for any loss contingencies associated with this lawsuit as the Company believes that it is not probable that any loss will occur.

On May 8, 2024, a similar complaint was filed in the same court by Kenneth Downing, a purported shareholder of the Company, against the same defendants. The Company believed that this lawsuit was also without merit and filed a motion to dismiss the complaint. Plaintiff Downing voluntarily dismissed this complaint subsequent to the filing of the motion to dismiss.

On or about May 13, 2024, a derivative lawsuit was filed against the Company (as nominal defendant), an officer of the Company, and members of the Company’s Board of Directors in the U.S. District Court for the District of Nevada by another purported shareholder. The complaint asserts various common law claims (including breach of fiduciary duty) and violation of Section 14(a)of the Securities Exchange Act regarding the same or similar allegations at issue in the purported class action lawsuit related to disclosures and statements made about certain clinical trials related to Rett syndrome. On January 22, 2025, pursuant to a stipulation of the parties, the Court entered an order staying this purported derivative lawsuit until the motion to dismiss filed by defendants in the Initial Action is decided by the U.S. District Court for the Southern District of New York. The stay has been extended through the appeal. No amount has been recorded in these unaudited condensed consolidated interim financial statements for any loss contingencies associated with this lawsuit as the Company believes that it is not probable that any loss will occur.

On February 14, 2025, another derivative lawsuit asserting state law breach of fiduciary duty and unjust enrichment claims based upon similar allegations was filed against the Company (as nominal defendant), an officer of the Company, and members of the Company’s Board of Directors in the Supreme Court for the State of New York, County of New York, by another purported shareholder. On August 18, 2025, pursuant to a stipulation of the parties, the Court entered an order staying this purported derivative lawsuit until the appeal in the Initial Action is resolved. No amount has been recorded in these unaudited condensed consolidated interim financial statements for any loss contingencies associated with this lawsuit as the Company believes that it is not probable that any loss will occur.

December 31, 2025 – Page 7

We know of no other material pending legal or governmental proceedings, other than ordinary routine litigation incidental to our business, to which our Company or our subsidiaries are a party or of which any of their property is subject. There are no other proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder holding more than 5% of our shares, or any associate of such persons, is an adverse party or has a material interest adverse to our or our subsidiaries’ interest.

Share Purchase Warrants

At December 31, 2025 and September 30, 2025, the Company had 10,000 share purchase warrants outstanding exercisable at $12.00 per share until April 21, 2026.

Stock–based Compensation Plan

2015 Stock Option Plan

On September 18, 2015, the Company’s Board approved a 2015 Omnibus Incentive Plan (the “2015 Plan”), which provided for the grant of stock options and restricted stock awards to directors, officers, employees and consultants of the Company.

The maximum number of our common shares reserved for issue under the 2015 Plan was 6,050,553 shares, subject to adjustment in the event of a change of the Company’s capitalization.

2019 Stock Option Plan

On January 15, 2019, the Board approved the 2019 Omnibus Incentive Plan (the “2019 Plan”), which provides for the grant of stock options and restricted stock awards to directors, officers, employees, consultants and advisors of the Company.

The maximum number of our common shares reserved for issue under the 2019 Plan was 6,000,000 shares, subject to adjustment in the event of a change of the Company’s capitalization.

During the year ended September 30, 2022,406,453 options previously available under the 2019 Plan and the 2015 Plan became available under the 2022 Plan (as defined below).

2022 Stock Option Plan

On March 25, 2022, the Board approved the 2022 Omnibus Incentive Plan (the “2022 Plan”). The 2022 Plan was approved by stockholders on May 24, 2022. Under the terms of the 2022 Plan,10,000,000 additional shares of Common Stock will be available for issuance under the 2022 Plan, in addition to the shares available under the 2019 Plan and the 2015 Plan. Any awards outstanding under a previous stock option plan will remain subject to and be paid under such plan, and any shares subject to outstanding awards under a previous plan that subsequently cease to be subject to such awards (other than by reason of settlement of the awards in shares) will automatically become available for issuance under the 2022 Plan.

The 2022 Plan provides that it may be administered by the Board, or the Board may delegate such responsibility to a committee. The exercise price will be determined by the Board at the time of grant and shall be at least equal to the fair market value on such date. If the grantee is a 10% stockholder on the grant date, then the exercise price shall not be less than 110% of fair market value of the Company’s shares of common stock on the grant date. Stock options may be granted under the 2022 Plan for an exercise period of up to ten years from the date of grant of the option or such lesser periods as may be determined by the Board, subject to earlier termination in accordance with the terms of the 2022 Plan.

December 31, 2025 – Page 8

On April 17, 2025, the Board approved an amendment to the 2022 Plan (the “Amendment”). The Amendment was approved by the stockholders on June 10, 2025. The Amendment increased the number of shares of common stock reserved for issuance under the 2022 Plan by 4,000,000 shares for a total of 14,000,000. In addition, the Amendment established a minimum vesting period of one year for all awards granted under the 2022 Plan and limited the discretion to accelerate the vesting of awards upon a separation from service, with limited exceptions permitted. Finally, the Amendment prohibited liberal share recycling provisions.

At December 31, 2025,6,319,330 options had been issued under the 2022 Plan and 8,647,381 options were available for issue under the 2022 Plan.

The following summarizes information about stock option activity during the three months ended December 31, 2025:

Schedule of stock option activity
Number of OptionsWeighted Average Exercise Price ($)Weighted Average Grant Date Fair Value ($)Aggregate intrinsic value ($)
Outstanding, September 30, 202514,961,5837.255.4639,715,608
Granted92,0003.632.76—
Expired(125,000)11.145.35—
Forfeited(177,499)7.675.57—
Outstanding, December 31, 202514,751,0847.195.442,549,729
Exercisable, December 31, 202510,600,0066.144.802,539,979

The following summarizes information about stock options at December 31, 2025 by a range of exercise prices:

Schedule of summarizes information about stock options
Range of exercises prices · Number of outstanding · Weighted average remaining contractual life · Weighted average exercise · Number of vested · Weighted average exercise
FromTooptions(in years)priceoptionsprice
$2.30$5.004,407,7003.04$3.044,235,700$2.99
$5.01$7.003,251,2034.93$5.622,588,955$5.68
$7.01$9.004,218,1816.38$8.082,211,267$7.81
$9.01$13.001,509,0006.47$10.191,034,084$10.24
$13.01$25.001,365,0005.65$18.33530,000$18.67
14,751,0845.00$7.1910,600,006$6.14

The weighted average per share fair value of options vested at December 31, 2025 was $4.80 (September 30, 2025: $4.83). At December 31, 2025, the weighted average contractual life of options outstanding was 5.00 years (September 30, 2025:5.22 years) and for options exercisable was 4.03 years (September 30, 2025:4.11 years).

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted market price of the Company’s stock for the options that were in-the-money at December 31, 2025.

The Company recognized share-based compensation expense of $1.1 million during the three months ended December 31, 2025 (December 31, 2024: $2.1 million) in connection with the issuance and vesting of stock options in exchange for services. These amounts have been included in general and administrative expenses and research and development expenses on the Company’s condensed consolidated interim statements of operations as follows (in thousands):

December 31, 2025 – Page 9

Schedule of general and administrative expenses and research and development expenses
Three months ended December 31,
20252024
General and administrative$470$803
Research and development6371,252
Total share-based compensation$1,107$2,055

An amount of approximately $4.8 million in share-based compensation is expected to be recorded over the remaining term of such options and warrants through fiscal 2029.

The fair value of each option and warrant award is estimated on the date of grant using the Black Scholes option pricing model based on the following weighted average assumptions:

Schedule of weighted average assumptions for fair value of each option award
20252024
Risk-free interest rate3.88%—
Expected life of options (years)5.64—
Annualized volatility86.61%—
Dividend rate0.00%—

The fair value of stock compensation charges recognized during the three months ended December 31, 2025 and 2024 was determined with reference to the quoted market price of the Company’s shares on the grant date.

Prior to October 1, 2025, the expected life was based on the estimated average life of options using the “simplified method”, as prescribed in FASB ASC 718, due to insufficient historical exercise activity during recent years. Starting on October 1, 2025, the expected life is based on the historical exercise activity of previously granted and exercised options.

Note 7 Segmented Information

Operating segments are defined as components of an entity for which separate financial information is available and regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s CODM is the Chief Executive Officer. The Company has determined that it operates in a single operating segment, which consists of the development of clinical and preclinical product candidates focused on advancing novel therapeutics for CNS diseases and disorders, and related administrative activities.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies as described in the audited consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended September 30, 2025. The CODM evaluates performance and allocates resources based on consolidated net loss, as presented in the Company’s unaudited condensed consolidated interim statement of operations, and monitors forecast-to-actual variances for significant expense categories given their direct relationship to cash burn. The CODM also reviews the consolidated balance sheet to assess liquidity, funding capacity, and segment assets, which are reported as total consolidated assets.

The CODM receives and reviews financial information on a consolidated basis and does not assess performance or allocate resources based on geographic regions. In addition, management does not internally organize or evaluate operating results by geography. Accordingly, management has determined that it is not required to present financial information disaggregated by geographic region under ASC 280.

The table below summarizes the significant expense categories regularly reviewed by the CODM for the three months ended December 31, 2025 and 2024 (in thousands):

December 31, 2025 – Page 10

Schedule of summarizes the significant expenses
20252024
Research and development costs
Preclinical studies$2$313
Clinical trials2,0327,889
Personnel costs1,651906
Non-cash share-based compensation6371,252
Other research and development costs(a)33486
Total research and development costs4,65610,446
General and administrative costs
Personnel costs457773
Non-cash share-based compensation470802
Other general and administrative costs(b)1,1991,571
Total general and administrative costs2,1263,146
Other income1,1191,481
Income tax expense(18)—
Net loss$(5,681)$(12,111)
(a)Other research and development costs include, but are not limited to, publications, sponsorships, membership fees, scientific conferences, and medical affairs strategy and branding.
(b)Other general and administrative expenses include, but are not limited to, office rent, public company reporting requirements including professional fees, insurance, and other general operating expenses not otherwise included in research and development expenses.

Note 8 **Subsequent Events **

The Company evaluates subsequent events occurring between the most recent balance sheet date and the date the financial statements are available to be issued in order to determine whether the subsequent events are to be recorded and/or disclosed in the Company’s financial statements and footnotes. The financial statements are considered to be available to be issued at the time they are filed with the Securities and Exchange Commission (SEC).

There were no subsequent events or transactions that required recognition or disclosure in the unaudited condensed consolidated interim financial statements.

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