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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): July 3, 2025
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.
On July 3, 2025 and effective July 5, 2025, Anavex Life Sciences Corp.,
a Nevada corporation (the “Company”), entered into the Fourth Amendment to
Employment Agreement (the “Missling Amendment”) with Christopher Missling,
PhD, in his continuing capacity as Chief Executive Officer of the Company. The Missling Amendment amends the Employment Agreement by and
between the Company and Dr. Missling, dated June 27, 2013, as most recently amended by the Third Amendment to Employment Agreement dated
April 7, 2022 (as amended, the “Missling Employment Agreement”).
The Missling Amendment is made
to extend the term of the Missling Employment Agreement through July 5, 2028, unless earlier terminated as provided in the Missling Amendment.
Pursuant to the terms of the Missling Amendment, beginning July 5, 2025, Dr. Missling shall receive an annual base salary of $800,000
and is eligible to earn an annual cash target bonus for each whole or partial calendar year of twenty percent of his base salary and an
annual equity grant in an amount to be determined by the compensation committee of the Company’s board of directors.
Additionally, effective July 3,
2025, the Company entered into the Third Amendment to Employment Agreement (the “Boenisch Amendment”) with Sandra Boenisch,
in her continuing capacity as Principal Financial Officer of the Company. The Boenisch Amendment amends the Amended and Restated Employment
Agreement by and between the Company and the PFO dated October 4, 2017, as most recently amended by the Second Amendment to Employment
Agreement dated February 28, 2022 (as amended, the “Boenisch Employment Agreement”).
The Boenisch Amendment provides
that the term of the Boenisch Employment Agreement shall continue indefinitely, unless terminated as provided in the Boenisch Amendment.
Pursuant to the terms of the Boenisch Amendment, Ms. Boenisch shall receive an annual base salary of $279,840 Canadian Dollars and is
eligible to earn an annual cash target bonus for each calendar year of twenty percent of her base salary. The Boenisch Amendment also
amended the termination provisions of the Boenisch Employment Agreement, including to increase the amount of severance owed to Ms. Boenisch
if she is terminated without cause from six (6) months to twelve (12) months of her base salary, and provides for additional employment
related benefits for Ms. Boenisch.
The summary of the Missling Amendment
and the Boenisch Amendment provided herein is qualified in their entirety by the terms of such agreement, which are fully set forth and
attached hereto as Exhibits 10.1 and 10.2, respectively, and which are incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
EXHIBIT
NO. |
|
|
DESCRIPTION |
|
LOCATION |
10.1 |
|
|
Fourth Amendment to Employment Agreement by and between Anavex Life Sciences Corp. and Christopher Missling, PhD, dated July 3, 2025 |
|
Filed
herewith |
10.2 |
|
|
Third Amendment to Employment Agreement by and between Anavex Life Sciences Corp. and Sandra Boenisch, dated July 3, 2025 |
|
Filed
herewith |
104 |
|
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
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: July 3, 2025