DEF 14A of Anavex Life Sciences Corp., Apr 25, 2025

DEF 14A of Anavex Life Sciences Corp.

Filed Apr 25, 2025 · FY20240001731122-25-000607

Open on EDGAR

  1. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | QUESTIONS AND ANSWERS ABOUT THE 2025 Meeting | 3 | | PROPOSAL 1 – ELECTION OF DIRECTORS | 8 | | General | 8 | | Information Concerning Director Nominees | 8 | | Corporate Governance | 9 | | The Board and Board Committees | 11 | | Anti-Hedging Policy | 12 | | Stockholder Recommendations for Board Candidates | 13 | | Stockholder Communications with the Board | 13 | | Vote Required | 13 | | Board Recommendation | 13 | | PROPOSAL 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 14 | | Audit and Non-Audit Fees | 14 | | Vote Required for Approval | 14 | | Board Recommendation | 14 | | Proposal 3—Approval of AMENDMENT TO Anavex Life Sciences Corp. 2022 Omnibus Incentive Plan | 15 | | Background | 15 | | Corporate Governance Aspects of Plan | 15 | | Description of the Plan | 16 | | New Plan Benefits | 20 | | Effective Date | 20 | | Equity Compensation Plan Table | 20 | | Federal Income Tax Information | 21 | | Vote Required | 22 | | Board Recommendation | 22 | | INFORMATION CONCERNING EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS | 23 | | EXECUTIVE AND DIRECTOR COMPENSATION | 23 | | Executive Compensation Overview | 23 | | Our Executive Compensation Program and Philosophy | 23 | | Compensation Risk Oversight | 24 | | Compensation Consultants | 24 | | Elements of Executive Compensation | 24 | | Insider Trading Policy | 25 | | Clawback Policy | 26 | | Stock Ownership Guidelines | 26 | | Results of 2024 Say-on-Pay Advisory Vote | 26 | | Summary Compensation | 27 | | Employment Agreements | 27 | | Equity Compensation | 27 | | Grants of Plan-Based Awards | 27 | | Outstanding Equity Awards at Fiscal Year-End | 28 | | Option Exercises and Stock Vested | 29 | | Timing of Equity Awards | 29 | | Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans | 29 | | CEO Pay Ratio Disclosure | 29 | | Pay Versus Performance | 30 | | Compensation of Directors | 32 | | Potential Payments Upon Change in Control | 34 | | Commitment to Corporate Responsibility | 35 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 36 | | DELINQUENT SECTION 16(A) REPORTS | 39 | | FUTURE STOCKHOLDER PROPOSALS | 40 | | CODE OF ETHICS AND CONDUCT | 40 | | TRANSACTIONS WITH RELATED PERSONS | 40 | | OTHER MATTERS | 41 | | 2025 MEETING PROXY MATERIALS AND RESULTS | 41 | | DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS | 41 |

  2. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    PROXY STATEMENT FOR THE 2025 MEETING OF STOCKHOLDERS ______________________ Anavex Life Sciences Corp. (“we,” “us,” “our,” “Anavex,” or the “Company”) is providing these proxy materials in connection with the 2025 Annual Meeting of Stockholders of Anavex Life Sciences Corp. (the “2025 Meeting”). This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the 2025 Meeting. QUESTIONS AND ANSWERS ABOUT THE 2025 Meeting

  3. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | Q: | When and where is the 2025 Meeting? | | A: | The 2025 Meeting is being held on Tuesday, June 10, 2025, 10:00 a.m., Eastern Daylight Time (EDT). The 2025 Meeting will be a completely virtual meeting, which will be conducted via live webcast. Stockholders who properly register to attend the 2025 Meeting may attend the 2025 Meeting by clicking on the link provided in the e-mail sent to you after you have successfully registered. You will need the password to access the virtual 2025 Meeting that you will be receiving two days prior to the meeting. To allow ample time for check-in procedures, we encourage you to access the virtual meeting webcast 20 minutes prior to the beginning of the meeting by clicking on the link provided in the email that will be sent to you after you successfully register. If you have difficulties checking in or during the 2025 Meeting, please call Alliance Advisors technical support at 866-612-8937 or email virtualmeeting@viewproxy.com | | Q: | Who is entitled to vote at the 2025 Meeting? | | A: | Holders of Anavex Life Sciences Corp. common stock, par value $0.001 per share (“Common Stock”), at the close of business on April 21, 2025, the record date for the 2025 Meeting (the “Record Date”) established by our board of directors (the “Board”), are entitled to receive notice of the 2025 Meeting (the “Meeting Notice”), and to vote their shares at the 2025 Meeting and any related adjournments or postponements. The Meeting Notice, proxy statement and form of proxy are first expected to be made available to stockholders on or about April 25, 2025. | | | As of the close of business on the Record Date, there were 85,371,852 shares of our Common Stock outstanding and entitled to vote. Holders of our Common Stock are entitled to one vote per share at the 2025 Meeting. Holders of the Common Stock are collectively referred to herein as the Company’s “stockholders.” At the 2025 Meeting, there are a total of 85,371,852 possible votes with respect to the outstanding shares of capital stock entitled to vote at the 2025 Meeting. | | Q: | How do I register to attend the 2025 Meeting? | | A: | If you own shares of Common Stock registered in your name on the books of our transfer agent, as of the close of business on the Record Date for the 2025 Meeting, you are a stockholder of record. To register, please visit https://web.viewproxy.com/Anavex/2025 and click “Registration for Registered Holders” and enter your name, address and phone number and click submit. If you hold shares of Common Stock in an account at a broker, bank, trust or other nominee as of the close of business on the Record Date for the 2025 Meeting, you are a beneficial owner, rather than a stockholder of record. To register, please visit https://web.viewproxy.com/Anavex/2025 and click “Registration for Beneficial Holders” and enter your name, phone number and email, and click submit. If you wish to vote electronically at the 2025 Meeting, please upload during registration or email a copy of your legal proxy that you have obtained from your bank or broker to virtualmeeting@viewproxy.com. |

  4. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | Q: | Can I vote my shares by filling out and returning the Meeting Notice? | | A: | No. The Meeting Notice identifies the items to be voted on at the 2025 Meeting, but you cannot vote by marking the Meeting Notice and returning it. | | Q: | What is the difference between a stockholder of record and a stockholder who holds stock in street name? | | A: | If your shares are registered in your name as evidenced and recorded in the stock ledger maintained by the Company and our transfer agent, you are a stockholder of record. If your shares are held in the name of your broker, bank or other nominee, these shares are held in street name. | | | If you are a stockholder of record and you have requested printed proxy materials, we have enclosed a proxy card at the end of this proxy statement for you to use. If you hold your shares in street name through one or more banks, brokers or other nominees, you will receive the Meeting Notice, together with voting instructions, from the third party or parties through which you hold your shares. If you requested printed proxy materials, your broker, bank or other nominee has enclosed a voting instruction card for you to use in directing the broker, bank or other nominee regarding how to vote your shares. | | Q: | What are the quorum requirements for the 2025 Meeting? | | A: | The presence in person or by proxy of at least one third (33.3%) of the issued and outstanding shares entitled to vote at the 2025 Meeting constitutes a quorum. Your shares will be counted as present at the 2025 Meeting for purposes of determining whether there is a quorum if a proxy card has been properly submitted by you or on your behalf, or you vote in person at the 2025 Meeting. Abstaining votes and broker non-votes are counted for purposes of establishing a quorum. | | Q: | What matters will the stockholders vote on at the 2025 Meeting? | | | The stockholders will vote on the following proposals: |

  5. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | | ● | Proposal 1. Election of Directors. To elect six (6) members of our Board, each to hold office until the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified. | | | ● | Proposal 2. Ratification of Independent Registered Public Accounting Firm. To ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm. | | | ● | Proposal 3. Approval of an Amendment to the 2022 Omnibus Incentive Plan. To approve an amendment to our 2022 Omnibus Incentive Plan. | | Q: | What vote is required to approve these proposals? | | | A: | Provided a quorum is present, the following are the voting requirements for each proposal: | |

  6. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | | ● | Proposal 1. Election of Directors. Each of the six (6) nominees who receive an affirmative vote of the holders of a majority of the Common Stock having voting power present in person or represented by proxy at the 2025 Meeting shall be elected. | | | ● | Proposal 2. Ratification of Independent Registered Public Accounting Firm. The Company’s independent registered public accounting firm, Grant Thornton LLP, will be ratified if the holders of a majority of the Common Stock having voting power present in person or represented by proxy at the 2025 Meeting vote in favor of the proposal. | | | ● | Proposal 3. Approval of an Amendment to the 2022 Omnibus Incentive Plan. The Amendment to the 2022 Omnibus Incentive Plan will be approved if the holders of a majority of the Common Stock having voting power present in person or represented by proxy at the 2025 Meeting vote in favor of the proposal. | | Q: | What are the Board’s voting recommendations? | | | A: | Our Board recommends that you vote your shares: | |

  7. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | | ● | “FOR” each of the six (6) directors nominated by our Board as directors, each to serve until the next annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified; | | | ● | “FOR” the ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm; | | | ● | “FOR” the approval of the amendment to the 2022 Omnibus Incentive Plan | | Q: | How do I vote? | | | A: | You may vote by any of the following methods: | |

  8. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | ● | By internet or telephone. You may also vote over the internet at www.AALVote.com/AVXL or vote by telephone at 866.804.9616. Please see your proxy card for voting instructions. | | ● | By mail. If you elected to receive printed proxy materials by mail, you may vote by signing and returning the proxy card provided. Please allow sufficient time for mailing if you decide to vote by mail. | | ● | Virtually during the Annual Meeting. You may vote by attending the 2025 Meeting online. Please register at https://web.viewproxy.com/Anavex/2025 and enter your stockholder information provided on the Notice of Internet Availability or proxy card mailed to you. A voting link will be available during the virtual meeting. | | If you need assistance voting, please reach out to our Investor Relations department at 844.689.3939. | |

  9. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | Q: | How can I change or revoke my vote? | | A: | You may change your vote as follows: |

  10. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | ● | Stockholders of record. You may change or revoke your vote by submitting a written notice of revocation to Anavex Life Sciences Corp., 630 Fifth Avenue, 20th Floor, New York, NY 10111, Attention: Christopher Missling, PhD., Chief Executive Officer, or by submitting another proxy card before the conclusion of the 2025 Meeting. For all methods of voting, the last vote cast will supersede all previous votes. | | ● | Beneficial owners of shares held in “street name.” You may change or revoke your voting instructions by following the specific directions provided to you by your bank, broker or other nominee. |

  11. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | Q: | What if I do not specify a choice for a matter when returning a proxy? | | A: | Your proxy will be treated as follows: | | | Stockholders of record. If you are a stockholder of record and you sign and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their discretion for any other matters properly presented for a vote at the meeting. | | | Beneficial owners of shares held in street name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” |

  12. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | Q: | Which ballot measures are considered “routine” or “non-routine”? | | A: | The ratification of Grant Thornton LLP as the Company’s independent registered public accounting firm (“Proposal 2”) is considered to be a routine matter under applicable rules. The election of directors (“Proposal 1”), and the approval of the amendment to the 2022 Omnibus Incentive Plan (“Proposal 3”) are considered non-routine matters. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1 and 3. | | Q: | How are abstentions and broker non-votes treated? | | A: | Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present at the Annual Meeting. Broker non-votes will have no effect on Proposals 1 and 3. Broker non-votes are not expected to occur with respect to Proposal 2 since it is considered to be a routine matter but if any broker non-votes do occur, they will have no effect on Proposal 2. | | | Abstentions will be counted as votes present and entitled to vote on the proposals considered at the Annual Meeting and, therefore, will have the effect of votes against Proposals 1, 2 and 3. |

  13. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | Q: | Could other matters be decided at the 2025 Meeting? | | A: | As of the date of the filing of this proxy statement, we were not aware of any other matters to be raised at the 2025 Meeting other than those referred to in this proxy statement. | | | If other matters are properly presented at the 2025 Meeting for consideration, the proxy holders for the 2025 Meeting will have the discretion to vote on those matters for stockholders who have submitted a proxy card. | | Q: | How are proxies solicited and what is the cost? | | A: | We are making, and we will bear all expenses incurred in connection with the solicitation of proxies. In addition to solicitation by mail, our directors, officers and employees may solicit proxies from stockholders by telephone, letter, facsimile or in person. Following the original mailing of the Meeting Notice, we will request brokers, custodians, nominees and other record holders to forward their own notice and, upon request, to forward copies of the proxy statement and related soliciting materials to persons for whom they hold shares of our capital stock and to request authority for the exercise of proxies. In such cases, upon the request of the record holders, we will reimburse such holders for their reasonable expenses. |

  14. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | Q: | What should I do if I have questions regarding the 2025 Meeting? | | A: | If you have any questions about the 2025 Meeting or would like additional copies of any of the documents referred to in this proxy statement, you should contact our Investor Relations department at 844.689.3939. | | Q: | How can I find out the results of the voting at the 2025 Meeting? | | | Preliminary voting results will be announced at the 2025 Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the 2025 Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the 2025 Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results. | | Q: | How are votes counted? | | A: | Votes will be counted by the inspector of election for the meeting, who will separately count votes “For”, “Against”, abstentions, and, if applicable, broker non-votes applicable for each proposal. | | Q: | What should I do if I have technical difficulties when trying to attend the 2025 Meeting? | | A: | There will be technicians ready to assist you with any technical difficulties you may have accessing the annual meeting live audio webcast. Please be sure to check in by 9:45 a.m. ET on June 10, 2025, the day of the meeting, so that any technical difficulties may be addressed before the annual meeting live audio webcast begins. If you encounter any difficulties accessing the webcast during the check-in or meeting time, please email VirtualMeeting@viewproxy.com or call 866-612-8937. |

  15. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    PROPOSAL 1 – ELECTION OF DIRECTORS General At the 2025 Meeting, a board of six directors will be elected, each to hold office until the succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from our Board). All of the director nominees are incumbent directors. Information concerning all director nominees appears below. Management does not anticipate that any of the persons named below will be unable or unwilling to stand for election. Information Concerning Director Nominees

  16. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    | Skills and Experience | Christopher Missling, PhD | Jiong Ma, PhD | Claus van der Velden, PhD | Athanasios Skarpelos | Steffen Thomas, PhD | Peter Donhauser, D.O. | | Independent Director | | X | X | X | X | X | | International Background | X | | X | X | X | X | | Healthcare Industry Experience | X | | | | | X | | Financial Expert* | X | | X | | | | | IT Security and Cybersecurity Experience | | X | X | | | | | Intellectual Property Law Expert | | | | | X | | | Public Company directorship experience | | X | | X | | |

  17. ANAVEX LIFE SCIENCES CORP. 630 Fifth Avenue, 20th Floor, New York, NY 10111

    *as defined by applicable SEC and NASDAQ rules Background information about the Board’s nominees for election, as well as information regarding additional experience, qualifications, attributes or skills that led the Board to conclude that the nominee should serve on the Board, is set forth below: Christopher Missling, PhD. Christopher Missling, age 59, has over twenty years of healthcare industry experience in big pharmaceutical, biotech and investment banking. Most recently, from March 2007 until his appointment by our Company, Dr. Missling served as the head of healthcare investment banking at Brimberg & Co. in New York, New York. In addition, Dr. Missling served as the Chief Financial Officer of Curis, Inc. (NASDAQ: CRIS) and ImmunoGen, Inc. (NASDAQ: IMGN). Dr. Missling earned his MS and PhD from the University of Munich and an MBA from Northwestern University Kellogg School of Management and WHU Otto Beisheim School of Management. Dr. Missling has served as President, Chief Executive Officer and Director for the Company since July 2013. Jiong Ma, PhD. Jiong Ma, age 61, has over 25 years of experience in investing, building, and scaling of companies with a focus on innovative product launches in digital health, technology and the new energy transition. Dr. Ma has been a General Partner of Phoenix Venture Partners since July 2024. She has served as director of SES AI Corporation (NYSE: SES) since February 2022 and has served as Lead Independent Board Director beginning in 2023. She also chairs the Compensation Committee, and is a member of Audit, Nominating, and Strategic Investment Committee. Dr. Ma served as senior partner and a member of the investment committee at Braemar Energy Ventures (“Braemar”) from 2008 to 2020. While at Braemar, Dr. Ma led investments in more than 15 companies involved in either resource efficiency, e-mobility, industrial digitalization, renewable energy, or deep tech, and has achieved multiple successful exits through M&A and IPO. Dr. Ma has significant knowledge and expertise in the technology industry, including information security. Prior to Braemar Energy Ventures, she was with the Venture Capital Group at 3i Group, a global private equity firm, from 2004 to 2007 where she led investments across multiple stages in Digital Health, TMT and Cleantech. Preceding the Venture Capital Group at 3i, Dr. Ma held several senior positions at Lucent Technologies and Bell Labs from 1997 to 2004. Her responsibilities included lead roles in product portfolio strategy, new product launches for Optical and Data Networking, and research and product development. Dr. Ma was also a founding team member of Onetta Inc., a fiber networks company. She has a PhD in Electrical and Computer Engineering from the University Colorado Boulder and an MS in Electrical Engineering from Worcester Polytechnic Institute. Dr. Ma is a Kauffman Fellow. Dr. Ma has served on the Board since May 2021. Claus van der Velden, PhD. Claus van der Velden, PhD, age 52, brings significant expertise in management, accounting, internal controls, information security and risk management. Since May 2021, he has served as Managing Director (Chief Financial Officer) of NetCologne GmbH, a regional telecommunication provider in Germany. From July 2011 to May 2021, he served as corporate head of Management Accounting, Internal Audit and Risk Management at Stroeer SE & Co KGaA, a publicly listed German digital media company. As the prior head of internal audit at Stroeer SE & Co KGaA, Dr. van der Velden has experience in the area of information security risk assessment, and the internal control tools, processes, and policies needed to counter information security threats. Previously, Dr. van der Velden served as the Director of Corporate Business Controlling for the Nutrition & Health business unit at Cognis, a worldwide supplier of global nutritional ingredients and specialty chemicals. In this position, he was also a compliance representative and a member of the global leadership team. After the acquisition of Cognis by BASF, he was responsible for the management accounting processes of the BASF Nutrition & Health division, developing and producing mostly natural-source ingredients for the food and healthcare industries. Dr. van der Velden started his career as a strategy consultant at an international marketing and strategy consultancy firm. He studied in Kiel and Stockholm and received a degree in economics from the University of Kiel and later obtained his doctorate in business management from the WHU-Otto Beisheim School of Management where he also previously taught economics. Dr. van der Velden has served on the Board since March 2018. Athanasios Skarpelos. Athanasios (Tom) Skarpelos, age 58, is a self-employed investor with over 20 years of experience working with private and public companies with a focus on biotechnology companies involved in drug discovery and drug development projects. His experience has led to relationships with researchers at academic institutes in Europe and North America. Mr. Skarpelos is a founder of Anavex. Mr. Skarpelos has served on the Board since January 2013. Steffen Thomas, PhD. Steffen Thomas, age 59, has over 15 years of experience as a European patent attorney and is currently practicing, since September 2011, at Epping Hermann Fischer, a major intellectual property law firm in Europe. Previously, he worked for Japan-based Takeda Pharmaceutical Company, the largest pharmaceutical company in Asia and a top firm worldwide, as an in-house patent attorney. Prior to that, he worked for Nycomed Pharma, acquired by Takeda in 2011 for approximately USD $10 billion. Dr. Thomas’ legal practice covers drafting of patent applications, prosecuting patent applications before national and international patent offices, defending and challenging patents in opposition, appeal, and nullity proceedings, enforcing patents before the infringement courts, and preparing opinions on patentability and infringement in the technical field of chemistry. Dr. Thomas has particular expertise in small molecule pharmaceuticals. He holds MS and PhD degrees in Chemistry from the University of Munich. Dr. Thomas has served on the Board since June 2015. Peter Donhauser, D.O., Peter Donhauser, age 59, had more than 20 years of expertise in clinical research prior to practicing osteopathic medicine with an integrated medical approach in private practice beginning in 2000. He worked at the University Hospital of Munich in the fields of geriatrics and neuromusculoskeletal diseases. During this time, he was a clinical trial investigator in multiple Phase 3 studies, including studies sponsored by Merck Sharp & Dohme, Merck, Boehringer Mannheim, Roche, Servier and Sanofi. He received his human medicine degree at the University of Munich and Doctor of Osteopathic Medicine (D.O.) from the German-American Academy for Osteopathy, or DAAO, a member of the European Register for Osteopathic Physicians, or EROP, at the Philadelphia College of Osteopathic Medicine. Dr. Donhauser has served on the Board since February 2017. Corporate Governance

  18. Policy on Pre-Approval by Audit Committee of Services Performed by Independent Registered Public Accounting Firm

    | ● | Prohibit liberal share recycling by prohibiting (i) the re-use of shares withheld or delivered to satisfy the exercise price of a stock option or stock appreciation right or other applicable purchase price of an award or to satisfy tax withholding requirements and (ii) “net share counting” upon the exercise of stock options or stock appreciation rights. |

  19. Types of Awards

    | ● | Stock Options. Stock options entitle the holder to purchase a specified number of shares of Common Stock at a specified price (the exercise price), subject to the terms and conditions of the stock option grant. The Compensation Committee may grant either ISOs, which must comply with Code Section 422, or non-qualified stock options. The Compensation Committee sets exercise prices of stock options, except that options must be granted with an exercise price not less than 100% of the fair market value of our common stock on the date of grant (excluding stock options granted in connection with assuming or substituting stock options in acquisition transactions). At the time of grant, the Compensation Committee also determines the other terms and conditions of stock options, including the quantity, vesting periods, term (which cannot exceed 10 years), and other conditions on exercise. |

  20. Types of Awards

    | ● | Stock Appreciation Rights. The Compensation Committee may grant SARs, as a right in tandem with the number of shares underlying stock options granted under the Plan or as a freestanding award. Upon exercise, SARs entitle the holder to receive payment per share in stock or cash, or in a combination of stock and cash, equal to the excess of the share’s fair market value on the date of exercise over the grant price of the SAR. The grant price of a tandem SAR is equal to the exercise price of the related stock option, and the grant price of a freestanding SAR is determined by the Compensation Committee in accordance with the procedures described above for stock options. Exercise of an SAR issued in tandem with a stock option will reduce the number of shares underlying the related stock option to the extent of the SAR exercised. The term of a freestanding SAR cannot exceed 10 years, and the term of a tandem SAR cannot exceed the term of the related stock option. |

  21. Types of Awards

    | ● | Restricted Shares, RSUs, and Other Stock-Based Awards. The Compensation Committee may grant restricted shares, which are shares of our common stock subject to specified restrictions, and RSUs, which represent the right to receive shares of our common stock in the future. These awards may be made subject to repurchase, forfeiture, or vesting restrictions at the Compensation Committee’s discretion. The restrictions may be based on continuous service with the Company or the attainment of specified performance goals, as determined by the Compensation Committee. RSUs may be paid in stock or cash or a combination of stock and cash, as determined by the Compensation Committee. The Compensation Committee may also grant other types of equity or equity-based awards subject to the terms and conditions of the Plan and any other terms and conditions determined by the Compensation Committee. | | ● | Performance Awards. The Compensation Committee may grant performance awards, which entitle participants to receive a payment from the Company, the amount of which is based on the attainment of performance goals established by the Compensation Committee over a specified award period. Performance awards may be denominated in shares of our common stock or in cash, and may be paid in stock or cash or a combination of stock and cash, as determined by the Compensation Committee. | | ● | Cash Awards. The Compensation Committee may also grant cash awards under the Plan. |

  22. Minimum Vesting Requirements

    Minimum Vesting Requirements If the Amendment is approved, except in the case of substitute awards, awards granted under the Plan will be subject to a minimum vesting period of one year (provided that accelerated vesting may be permitted, at the discretion of the Compensation Committee, in the event of a change in control or the death or disability of the participant). Notwithstanding the foregoing, the Compensation Committee may grant awards without the minimum vesting requirement with respect to awards covering 5% or fewer of the total number of shares authorized under the Plan.

  23. Change in Control

    Change in Control For any Plan awards outstanding as of the date of a “change in control” (as defined in the Plan), either of the following provisions will apply, depending on whether, and the extent to which, awards are assumed, converted, or replaced by the resulting entity in the change in control, unless otherwise provided by the award agreement:

  24. Change in Control

    | ● | To the extent Plan awards are not assumed, converted, or replaced by the resulting entity in the change in control, then upon the change in control such outstanding awards that may be exercised will become fully exercisable, all restrictions on outstanding awards—other than performance awards—will lapse, and for any outstanding performance awards the target payout opportunities attainable will be deemed to have been fully earned as of the change in control based upon the greater of (1) an assumed achievement of all relevant performance goals at the “target” level or (2) the actual level of achievement of all relevant performance goals against target as of the Company’s fiscal quarter end preceding the change in control, and the awards will become vested pro rata based on the portion of the applicable performance period completed through the date of the change in control. | | ● | To the extent Plan awards are assumed, converted, or replaced by the resulting entity in the change in control, if, within 24 months after the date of the change in control, the grantee has a separation from service by the Company other than for “cause” (as defined in the Plan) (which may include a separation from service by the grantee for “good reason” if provided in the applicable award agreement), then outstanding awards that may be exercised will become fully exercisable, all restrictions on outstanding awards—other than performance awards—will lapse, and for any outstanding performance awards the target payout opportunities will be deemed to have been fully earned as of the separation from service based upon the greater of: (A) an assumed achievement of all relevant performance goals at the “target” level, or (B) the actual level of achievement of all relevant performance goals against target as of the Company’s fiscal quarter end preceding the change in control, and the awards will become vested pro rata based on the portion of the applicable performance period completed through the date of the change in control. |

  25. Term, Termination, and Amendment of the Plan

    Federal Income Tax Information The following is a brief summary of the U.S. federal income tax consequences of the Plan generally applicable to the Company and to participants in the Plan who are subject to U.S. federal taxes. The summary is based on the Code, applicable Treasury Regulations, and administrative and judicial interpretations thereof, each as in effect on the date of this proxy statement, and is, therefore, subject to future changes in the law, possibly with retroactive effect. The summary is general in nature and does not purport to be legal or tax advice. Furthermore, the summary does not address issues relating to any U.S. gift or estate tax consequences or the consequences of any state, local, or foreign tax laws. Non-qualified Stock Options. A participant generally will not recognize taxable income upon the grant or vesting of a non-qualified stock option with an exercise price at least equal to the fair market value of our common stock on the date of grant and no additional deferral feature. Upon the exercise of a non-qualified stock option, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the shares underlying the stock option on the date of exercise and the exercise price of the stock option. When a participant sells the shares, the participant will have short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the greater of the fair market value of the shares on the exercise date or the exercise price of the stock option. Incentive Stock Options. A participant generally will not recognize taxable income upon the grant of an ISO. If a participant exercises an ISO during employment or within three months after employment ends (12 months in the case of permanent and total disability), the participant will not recognize taxable income at the time of exercise for regular U.S. federal income tax purposes (although the participant generally will have taxable income for alternative minimum tax purposes at that time). If a participant sells or otherwise disposes of the shares acquired upon exercise of an ISO after the later of (1) one year from the date the participant exercised the option or (2) two years from the grant date of the option, the participant generally will recognize long-term capital gain or loss equal to the difference between the amount the participant received in the disposition and the exercise price of the stock option. If a participant sells or otherwise disposes of shares acquired upon exercise of an ISO before these holding period requirements are satisfied, the disposition will constitute a “disqualifying disposition,” and the participant generally will recognize taxable ordinary income in the year of disposition equal to the excess of the fair market value of the shares on the date of exercise over the exercise price of the stock option (or, if less, the excess of the amount realized on the disposition of the shares over the exercise price of the stock option). The balance of the participant’s gain on a disqualifying disposition, if any, will be taxed as short-term or long-term capital gain, as the case may be. With respect to both non-qualified stock options and ISOs, special rules apply if a participant uses shares of common stock already held by the participant to pay the exercise price or if the shares received upon exercise of the stock option are subject to a substantial risk of forfeiture by the participant. Stock Appreciation Rights. A participant generally will not recognize taxable income upon the grant or vesting of an SAR with a grant price at least equal to the fair market value of our common stock on the date of grant and no additional deferral feature. Upon the exercise of an SAR, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the shares underlying the SAR on the date of exercise and the grant price of the SAR. Restricted Shares, RSUs, and Performance Awards. A participant generally will not have taxable income upon the grant of restricted shares, RSUs, or performance awards. Instead, the participant will recognize ordinary income at the time of vesting or payout equal to the fair market value (on the vesting or payout date) of the shares or cash received minus any amount paid. For restricted shares only, a participant may instead elect to be taxed at the time of grant. Other Stock- or Cash-Based Awards. The U.S. federal income tax consequences of other stock- or cash- based awards will depend upon the specific terms and conditions of each award. Tax Consequences to the Company. In the foregoing cases, we may be entitled to a deduction at the same time, and in the same amount, as a participant recognizes ordinary income, subject to certain limitations imposed under the Code (specifically, Code Section 162(m)). Code Section 409A. We intend that awards granted under the Plan will comply with, or otherwise be exempt from, Code Section 409A, but make no representation or warranty to that effect. Tax Withholding. We are authorized to deduct or withhold from any award granted or payment due under the Plan, or require a participant to remit to us, the amount of any withholding taxes due in respect of the award or payment and to take such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. We are not required to issue any shares of common stock or otherwise settle an award under the Plan until all tax withholding obligations are satisfied. Vote Required The foregoing Proposal 3 will be approved if the holders of a majority of the Common Stock having voting power present in person or represented by proxy vote in favor of the proposal. This Proposal 3 is a “non-discretionary” or “non-routine” item, meaning that brokerage firms cannot vote shares in their discretion on behalf of a client if the client has not given voting instructions. Accordingly, if you hold your shares in street name and fail to instruct your broker to vote your shares, your shares will not be counted as votes cast on this Proposal 3. As such, broker non-votes will have no effect on the outcome of this Proposal 3. Abstentions will have the effect of votes against Proposal 3. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” Approval of AN AMENDMENT TO Anavex Life Sciences Corp. 2022 Omnibus Incentive Plan. INFORMATION CONCERNING EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Sandra Boenisch, CPA, CGA, Ms. Boenisch, age 44, is our Principal Financial Officer. She is a Chartered Professional Accountant (CPA, CGA) with over 15 years of accounting, audit and financial reporting experience in a variety of industries, both in the United States and Canada. Ms. Boenisch was an independent consultant, providing financial reporting services to a range of public companies in the United States and Canada since January 2012. From 2008 until 2012, Ms. Boenisch was employed at BDO Canada LLP (Vancouver, BC) where she was hired as a Senior Accountant and was later promoted to Manager, Audit Assurance. Ms. Boenisch specialized in managing assurance engagements for public companies in the United States and Canada. Prior to that, Ms. Boenisch worked for another public accounting firm from 2001 to 2008. As an independent consultant, Ms. Boenisch has acquired considerable experience in finance, governance, and regulatory compliance. She holds a BComm from Laurentian University. Ms. Boenisch has served as Principal Financial Officer and Treasurer for the Company since October 2015.

  26. Annual Discretionary Cash Bonuses

    Annual Discretionary Cash Bonuses The Company has an annual discretionary cash bonus program. We provide such bonuses to motivate executive officers to perform on behalf of general corporate goals and to perform in their areas of responsibility. The Compensation Committee of our Board works with the Chief Executive Officer, on an annual basis, to evaluate the Company’s financial performance of the prior year, and overall financial condition of the Company to determine if discretionary bonuses are to be paid. Our Compensation Committee independently evaluates the performance of our Chief Executive Officer in the prior year, as well as the overall financial condition of the Company to determine if a discretionary bonus of up to 20% of base salary shall be paid.

  27. Equity Compensation

    Equity Compensation Only our Board, acting in its sole discretion, or the Compensation Committee may grant stock options to our named executive officers. We view stock options as one of the more important components of our long-term, performance-based compensation philosophy. We provide stock options through initial grants at or near the date of hire and subsequent periodic/annual grants. Generally, initial stock option grants vest over a three-year period and have an exercise price equal to the fair market value of our stock at the time of grant. Initial grant amounts are based on ranges that take into consideration a named executive officer’s job responsibilities and competitive market data. We grant periodic additional stock options to reflect the individual’s ongoing contributions to the long-term success and growth of the Company, to incentivize individuals to remain with the Company and to provide a long-term incentive to achieve or exceed our corporate goals. We do not have a program, plan or practice to time stock option grants to our named executive officers in coordination with the release of material nonpublic information. We have not re-priced any of our stock options and do not intend to re-price or otherwise adjust outstanding stock options at any time in the future. Equity compensation includes stock option grants within the terms of our 2022 Omnibus Incentive Plan. Each named executive officer is eligible for stock option grants under the 2022 Omnibus Incentive Plans which may vest over a required service period, “Time Based Awards”, or upon achievement of certain performance criteria, “Performance Awards”. Generally, our Compensation Committee grants Time Based Awards at or near the date of hire. Such grants are intended to link compensation with stockholder value over time. Subsequent awards are generally granted as Performance Awards, which are intended to align compensation with the Company’s short-term and long-term objectives. Our Compensation Committee selects performance goals that reflect the Company’s short-term and longer-term objectives to ensure named executive officers are rewarded for the successful and timely accomplishment of these objectives. Generally, these performance criteria include milestones in connection with the successful execution and enrollment of the Company’s clinical trial programs. In March 2025, our Compensation Committee granted options to our Chief Executive Officer and Principal Financial Officer, which vest in four equal tranches based on four performance milestones.

  28. Managing Compensation-Related Risks

    Managing Compensation-Related Risks Although a portion of the compensation provided to our executive officers and other employees is performance-based, the executive compensation program does not encourage excessive or unnecessary risk taking. This is primarily due to the fact that the compensation program is designed to encourage executive officers and other employees to remain focused on both short-term and long-term strategic goals within the context of our pay-for-performance compensation philosophy. Insider Trading Policy Our insider trading policy prohibits short sales and derivative transactions of our stock by our named executive officers, directors and all of our employees, including short sales of our securities, including short sales “against the box” (a sale with a delayed delivery); purchases or sales of puts, calls or other derivative securities of the Company; or other hedging or monetization transactions such as zero-cost collars and forward sale contracts, as they involve the establishment of a short position. In addition, our insider trading policy prohibits our named executive officers, directors and all of our employees from purchasing our securities on margin, borrowing against Company securities held in a margin account, or pledging our securities as collateral for a loan. Clawback Policy In November 2023, the Board adopted an executive officer compensation clawback policy that may be applied in the event of a material financial restatement. The clawback policy covers all of the named executive officers and includes all incentive-based compensation. Specifically, in the event of an accounting restatement, the Company must recover, reasonably promptly, erroneously awarded compensation in amounts determined pursuant to the policy. Compensation that may be recoverable under the policy includes cash or equity-based compensation for which the grant, payment or vesting (or any portion thereof) is or was predicated upon the achievement of specified financial results that are impacted by the material financial restatement, and the amount of compensation that may be impacted by the clawback policy is the difference between the amount paid or granted, and the amount that should have been paid or granted, if calculated on the updated financials. Recovery under the policy with respect to an executive officer will not require the finding of any misconduct by such executive officer or such executive officer being found responsible for the accounting error leading to an accounting restatement. Our equity awards provide that the Company may annul an award if the grantee incurs a separation from service for “cause” (as defined in the agreements). In such case, all awards and any amounts or benefits received or outstanding shall be subject to cancellation, recoupment, rescission, payback and other action in accordance with the terms of the Company Clawback Policy or any applicable law. In addition, in the event of a restatement of the Company’s financial statements due to material noncompliance with any financial reporting requirement under the law, whether such noncompliance is the result of misconduct or other circumstances, an employee shall be required to reimburse the Company for any amounts earned or payable with respect to an award granted under the Company’s equity plan to the extent required by law and the Company’s clawback policy. Stock Ownership Guidelines We do not have any stock ownership guidelines, ownership goals or holding requirements. If and as we succeed in achieving approval for and commercializing our product candidates, we expect that we will adapt the elements of our compensation program as appropriate and may include or substitute other elements in our compensation program. Changes in the elements of our compensation program may also reflect changes in the importance of tax or accounting treatments of a particular element of our compensation program. Results of 2024 Say-on-Pay Advisory Vote In 2024, our stockholders approved, in a non-binding advisory vote by 83.8%, the 2023 compensation paid to the Company’s named executive officers. We considered the stockholders’ vote in our review of our compensation programs and in establishing compensation for our named executive officers in 2023.

  29. Compensation Committee Report

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards ($)(1) | All other Compensation ($)(2) | Total ($) | | Christopher Missling | 2024 | 700,000 | 140,000 | 1,927,600 | 16,100 | 2,783,700 | | President, Chief Executive | 2023 | 700,000 | 124,753 | 3,066,200 | 3,500 | 3,894,453 | | Officer and Director | 2022 | 586,400 | 110,000 | 6,045,043 | 12,200 | 6,753,643 | | Sandra Boenisch(3) | 2024 | 201,468 | — | 192,700 | 8,059 | 402,227 | | Principal Financial | 2023 | 186,883 | — | 306,700 | 7,475 | 501,058 | | Officer and Treasurer | 2022 | 174,900 | — | 277,603 | — | 452,503 |

  30. Pay Versus Performance Table

    Pay Versus Performance Table

  31. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (1) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) (2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) (2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (3) | Net Income (thousands)(4) | | 2024 | $2,783,700 | $(3,731,025) | $402,227 | $(6,023) | $125 | $116 | $(43,002) | | 2023 | $3,894,453 | $4,266,103 | $501,058 | $542,478 | $144 | $95 | $(47,505) | | 2022 | $6,753,643 | $259,400 | $452,503 | $(44,360) | $227 | $90 | $(47,978) | | 2021 | $9,417,057 | $25,756,400 | $882,614 | $2,512,063 | $395 | $120 | $(37,909) |

  32. Pay Versus Performance Table

    | (1) Reflects compensation for our Chief Executive Officer, Christopher Missling, who served as our Principal Executive Officer (PEO) in 2021, 2022, 2023, and 2024. |

  33. Pay Versus Performance Table

    | (2) Reflects compensation for Sandra Boenisch in 2021, 2022, 2023, and 2024. |

  34. Pay Versus Performance Table

    | (3) Peer Group used for TSR comparisons reflects the NASDAQ Biotechnology Index. |

  35. Pay Versus Performance Table

    | (4) Net Income (Loss) is the dollar amount reported in the Company’s audited consolidated financial statements for the applicable year. |

  36. Pay Versus Performance Table

    To calculate “compensation actually paid” for our CEO and other NEO the following adjustments were made to Summary Compensation Table total pay.

  37. Pay Versus Performance Table

    | | PEO | Other NEO | | Adjustments | 2024 | 2024 | | Summary Compensation Table Total | $2,783,700 | $402,227 | | Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table | $(1,927,600) | $(192,700) | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding | $1,966,000 | $196,600 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding | $(6,221,750) | $(385,640) | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY | $(331,375) | $(26,510) | | Compensation Actually Paid | $(3,731,025) | $(6,023) |

  38. Pay Versus Performance Table

    “Compensation Actually Paid” reflects the exclusions and inclusions of equity awards for the PEO and the Non-PEO named executive officer and calculated in accordance with FASB ASC Topic 718 using the valuation methodologies and assumptions set forth in the calculation of the grant date fair value of these awards as disclosed in the Company’s audited financial statements for the fiscal year in which equity awards were granted.

  39. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance Compensation of Directors The table below shows the compensation of our directors who were not our named executive officers for the fiscal year ended September 30, 2024:

  40. Compensation Actually Paid Versus Company Performance

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Jiong Ma | 41,000 | — | 202,200 | — | — | — | 243,200 | | Claus van der Velden | 41,000 | — | 202,200 | — | — | — | 243,200 | | Athanasios Skarpelos | 25,000 | — | 202,200 | — | — | — | 227,200 | | Steffen Thomas | 25,000 | — | 202,200 | — | — | — | 227,200 | | Peter Donhauser | 25,000 | — | 202,200 | — | — | — | 227,200 |

  41. Compensation Actually Paid Versus Company Performance

    (1) Includes stock option awards valued based on the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718. The amounts shown in the table above do not necessarily reflect the actual value that may be realized by the non-employee director upon vesting. On September 30, 2024, the aggregate number of outstanding vested and unvested stock option awards held by each director was as follows: Dr. Ma possessed options to purchase 210,000 shares, Dr. van der Velden possessed options to purchase 355,500 shares, Mr. Skarpelos possessed options to purchase 405,500 shares, Dr. Thomas possessed options to purchase 455,500 shares and Dr. Donhauser possessed options to purchase 355,500 shares. We currently compensate non-employee directors $25,000 per year, paid quarterly. We compensate Dr. Ma an additional $4,000 per quarter for performing the functions of Chairperson of the Board. We compensate Claus van der Velden an additional $4,000 per quarter for performing the functions of Chairman of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. We regularly grant members of the Board awards of options. Each Board member is granted options initially when they join the Board, which options typically vest over a three-year period. Additionally, we grant awards on an annual basis. Annual awards of options typically vest in full on the first anniversary of grant date. In 2024 , the annual grant was 50,000 options to each director. In addition, directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board or a committee. Our Board may award further special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

  42. Potential Payments Upon Termination

    Potential Payments Upon Termination The Company is a party to employment contracts with our Chief Executive Officer and Principal Financial Officer that contain provisions for payment of severance upon termination either by the Company without cause or by the employee for good reason. General terms of these arrangements are described below. Our CEO Employment Agreement with Dr. Missling contains provisions regarding our obligations upon his termination and upon a Change in Control. Any capitalized term not defined herein is used as defined in the CEO Employment Agreement. If Dr. Missling’s employment is terminated by us without Cause, he is entitled to receive payments by us consisting of (i) reimbursement of any unpaid business expenses to which he is entitled to reimbursement that were incurred prior to the effective date of his termination, (ii) all vested compensation and benefits to which he is entitled as of the Termination Date, (iii) a severance payment consisting of the three times the sum of (a) his annual salary in effect at the time of termination and (b) the average of the annual Bonuses payable to him for the last three completed calendar years prior to the Termination Date, (iv) all outstanding and unvested stock options and all options previously vested will become and remain exercisable for no less than three years from the Termination Date; (v) all of his unvested and outstanding restricted stock, restricted stock units or other equity awards that are unvested and outstanding as of the Termination Date shall vest and be settled within ten business days after the Termination Date, (vi) life insurance coverage until the end of the term of the CEO Employment Agreement; and (vii) continued participation in all medical, dental and hospitalization benefits plans or programs for Dr. Missling and his eligible dependents for 36 months or until he receives similar benefits at a new employer, at his sole cost. If Dr. Missling’s employment is terminated by him for Good Reason, he is entitled to receive the same as the above, however the severance payment will consist of three times his annual salary in effect at the time of termination and two times the average annual Bonuses payable to him for the last three completed calendar years prior to the Termination Date. If Dr. Missling was terminated by the Company without cause on September 30, 2024, he would have been entitled to a severance payment of $2,474,750. If Dr. Missling terminated his employment for Good Reason on September 30, 2023, he would have been entitled to a severance payment of $2,349,800. Our CFO Employment Agreement with Ms. Boenisch contains provisions regarding our obligations upon her termination. Any capitalized term not defined herein is used as defined in the CFO Employment Agreement. Under the CFO Employment Agreement, if Ms. Boenisch is terminated without Cause, the Company shall pay Ms. Boenisch severance compensation equal to six months base salary payable by the Company for the six-month period following the Termination. In addition, the Company must provide Ms. Boenisch thirty (30) day notice of her Termination. If the Company opts to have Ms. Boenisch cease providing services to the Company prior to the expiration of the thirty (30) day notice-period (the “Notice Period”), Ms. Boenisch shall receive the Compensation and Benefits for the full length of the Notice Period as if such period was not waived. In addition, any unvested stock options or stock awards vesting in the contract year of Termination held by Ms. Boenisch as of the Date of Termination shall immediately vest. If Ms. Boenisch was terminated by the Company without cause on September 30, 2024, she would have been entitled to continued salary payments equal to $103,000 in total. The following table presents accelerated vesting for certain equity awards outstanding at the time of the executive’s termination for each named executive officer, if employment were terminated by either the Company without cause or by Dr. Missling for good reason on September 30, 2024:

  43. Potential Payments Upon Termination

    | | Vesting Upon Termination | | | Named Executive Officer | Unvested Stock Options (#) | Stock Option Awards Estimated Benefit ($)(1) | | Dr. Christopher Missling | 2,375,000 | 160,000 | | Sandra Boenisch | —(2) | — |

  44. Potential Payments Upon Termination

    (1) Estimated benefit based on the closing stock price of $5.68 at September 30, 2024. (2) Ms. Boenisch’s unvested stock options at September 30, 2024 all contained performance based vesting conditions, therefore such options would not automatically vest upon Termination. Potential Payments Upon Change in Control If the Company is subject to a Change in Control, then the CEO Employment Agreement and the CFO Employment Agreement provide that all previously granted but unvested stock options held by Dr. Missling and Ms. Boenisch shall vest. The following table presents accelerated vesting for certain equity awards outstanding to the Named Executive Officer, if a change in control had occurred at September 30, 2024:

  45. Potential Payments Upon Termination

    | | Vesting Due to Change in Control | | | Named Executive Officer | Unvested Stock Options (#) | Stock Option Awards Estimated Benefit ($)(1) | | Dr. Christopher Missling | 2,375,000 | 160,000 | | Sandra Boenisch | 170,000 | 16,000 |

  46. Potential Payments Upon Termination

    (1) Estimated benefit based on the closing stock price of $5.68 at September 30, 2024. For a complete description of these terms and conditions please refer to the CEO Employment Agreement and CFO Employment Agreement (and their amendments) filed as exhibits to the Company’s most recent Annual Report on Form 10-K. Commitment to Corporate Responsibility Anavex is committed to environmental, social and governance (“ESG”) issues. Environmental Factors: As we continue to expand our operations, we consider our environmental impact, and where feasible, have taken measures to increase our sustainability efforts. Some of our efforts include remote monitoring of vendors, staff and patients, where appropriate, and engagement of local consultants or vendors to oversee projects in foreign jurisdictions. As well, we are always committed to reducing waste within our supply chain, wherever possible. Social Factors: Our mission is to discover, develop and deliver innovative therapeutics in areas of unmet medical need that improve people’s lives. We aim to accomplish our mission through the collective efforts of talented individuals who work together to advance scientific research. At Anavex, we place a premium on integrity, respect and collaboration. These values have helped us to build a growing company that offers professionally rewarding careers with the opportunity to make a meaningful contribution to people in need. We provide our employees with competitive salaries and bonuses, opportunities for equity ownership, development programs that enable continued learning and growth and a robust employment package that promotes well-being across all aspects of their lives. In addition to salaries, these programs include potential annual discretionary bonuses, stock option awards, a 401(k) plan, healthcare and insurance benefits, paid time off, family leave, and flexible work schedules, among other benefits. Diversity and Inclusion: Anavex is an equal opportunity employer, and we are committed to building a diverse workforce. We consider all qualified applicants for employment without regard to age, race, color, sex, religion/creed, national origin, marital status, ancestry, citizenship, military, reservist or veteran status, pregnancy, sexual orientation or preference, gender identity, gender expression, physical or mental disability, genetic predisposition or carrier status, or any other category protected under applicable federal, state or local law. As of September 30, 2024, women made up approximately 55% of our workforce and visible or other minorities made up approximately 40% of our workforce across all areas of the Company including management. As of September 30, 2024, our employee pool includes several members who identify as a member of an underrepresented racial or other minority group. Ethics and Corporate Governance: We aspire to maintain the highest ethical standards. All of our employees are required to adhere to our Code of Business Conduct and Ethics, which provides, among other things, that all of our employees, officers and directors must (i) act with integrity and observe the highest ethical standards of business conduct in his or her dealings with our customers, suppliers, partners, service providers, competitors, employees and anyone else with whom he or she has contact in the course of performing his or her job, and (ii) conduct relationships with colleagues and business relationships with competitors, suppliers and customers free of any discrimination, including based on race, color, creed, religion, age, gender, sex, sexual preference, national origin, marital status, veteran status, handicap or disability. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of April 25, 2025, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and our named executive officers and by our current directors and executive officers as a group. We have determined the number and percentage of shares beneficially owned by such person in accordance with Rule 13d-3 under the Securities Exchange Act of 1934. This information does not necessarily indicate beneficial ownership for any other purpose.

  47. Potential Payments Upon Termination

    | Title of class | Name and address of beneficial owner | Amount and nature of beneficial ownership | Percent of class (1) | | Directors and Named Executive Officers | | | | | Common Stock | Christopher Missling (CEO/Director) | 7,580,767(2) | 8.3% | | Common Stock | Jiong Ma (Director, Chair) | 143,333(3) | * | | Common Stock | Claus van der Velden (Director) | 288,833(4) | * | | Common Stock | Athanasios Skarpelos (Director) | 1,645,291(5) | 1.9% | | Common Stock | Steffen Thomas (Director) | 393,833(6) | * | | Common Stock | Peter Donhauser (Director) | 293,833(7) | * | | Common Stock | Sandra Boenisch (Principal Financial Officer) | 322,762(8) | * | | Common Stock | Directors & Executive Officers as a group (7 persons) | 10,668,652 | 11.4% | | 5% Holders | | | | | Common Stock | The Vanguard Group 100 Vanguard Blvd Malvern, PA 19355 | 4,360,648(9) | 5.1% | | Common Stock | BlackRock, Inc. 55 Hudson Yards New York, NY 10001 | 6,671,075(10) | 7.8% |

  48. Potential Payments Upon Termination

    *Less than 1%

  49. Potential Payments Upon Termination

    | (1) Percentage of ownership is based on 85,371,852 of our common stock issued and outstanding as of April 25, 2025. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants but are not deemed outstanding for purposes of computing the percentage ownership of any other person. |

  50. Potential Payments Upon Termination

    | (2) Includes options to purchase 187,500 shares of our common stock at $5.04 per share, options to purchase 379,625 shares of our common stock at $6.26 per share, options to purchase 861,429 shares of our common stock at $7.06 per share, options to purchase 500,000 shares of our common stock at $3.28 per share, options to purchase 450,000 shares of our common stock at $5.92 per share, options to purchase 400,000 shares of our common stock at $3.30 per share, options to purchase 450,000 shares of our common stock at $2.30 per share, options to purchase 409,500 shares of our common stock at $2.58 per share, options to purchase 750,000 shares of our common stock at $3.15 per share, options to purchase 550,000 shares of our common stock at $2.96 per share, options to purchase 550,000 shares of our common stock at $5.49 per share and options to purchase 250,000 shares of our common stock at $10.09 per share, options to purchase 250,000 shares of our common stock at $8.57 per share and options to purchase 125,000 shares of our common stock at $5.36 per share that are vested or are vesting within 60 days. Excludes options to purchase 500,000 shares of our common stock at $18.11 per share, options to purchase 500,000 shares of our common stock at $7.54 per share, options to purchase 250,000 shares of our common stock at $10.09 per share, options to purchase 250,000 shares at $8.57 per share, options to purchase 375,000 shares of common stock at $5.36 per share and options to purchase 500,000 shares of our common stock at $8.58 per share that do not vest within 60 days. |

  51. Potential Payments Upon Termination

    | (3) Includes options to purchase 35,000 shares of our common stock at $13.01 per share, options to purchase 25,000 shares of our common stock at $18.11 per share, options to purchase 33,333 shares of our common stock at $10.09 per share, options to purchase 33,333 shares of our common stock at $8.57 per share and options to purchase 16,667 shares of our common stock at $5.36 per share that have vested or are vesting within 60 days. Excludes options to purchase 16,667 shares of our common stock at $10.09 per share, options to purchase 16,667 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of common stock at $5.36 per share and options to purchase 50,000 shares of our common stock at $8.58 per share that do not vest within 60 days. |

  52. Potential Payments Upon Termination

    | (4) Includes options to purchase 50,000 shares of our common stock at $2.60 per share, options to purchase 45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, options to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per share, options to purchase 33,333 shares of our common stock at $10.09 per share, options to purchase 33,333 shares of common stock at $8.57 per share and options to purchase 16,667 shares of common stock at $5.36 per share that have vested or are vesting within 60 days. Excludes options to purchase 16,667 shares of our common stock at $10.09 per share, options to purchase 16,667 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of common stock at $5.36 per share and options to purchase 50,000 shares of our common stock at $8.58 per share that do not vest within 60 days. |

  53. Potential Payments Upon Termination

    | (5) Includes options to purchase 100,000 shares of our common stock at $3.28 per share, options to purchase 45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, options to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per share, options to purchase 33,333 shares of our common stock at $10.09 per share, options to purchase 33,333 shares of common stock at $8.57 per share and options to purchase 16,667 shares of common stock at $5.36 per share that have vested or are vesting within 60 days. Excludes options to purchase 16,667 shares of our common stock at $10.09 per share, options to purchase 16,667 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of common stock at $5.36 per share and options to purchase 50,000 shares of our common stock at $8.58 per share that do not vest within 60 days. |

  54. Potential Payments Upon Termination

    | (6) Includes options to purchase 50,000 shares of our common stock at $1.76 per share, options to purchase 100,000 shares of our common stock at $3.28 per share, options to purchase 45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, options to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per share, options to purchase 33,333 shares of our common stock at $10.09 per share, options to purchase 33,333 shares of common stock at $8.57 per share and options to purchase 16,667 shares of common stock at $5.36 per share that have vested or are vesting within 60 days. Excludes options to purchase 16,667 shares of our common stock at $10.09 per share, options to purchase 16,667 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of common stock at $5.36 per share and options to purchase 50,000 shares of our common stock at $8.58 per share that do not vest within 60 days. |

  55. Potential Payments Upon Termination

    | (7) Includes options to purchase 50,000 shares of our common stock at $5.39 per share, options to purchase 45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, options to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per share, options to purchase 33,333 shares of our common stock at $10.09 per share, options to purchase 33,333 shares of common stock at $8.57 per share and options to purchase 16,667 shares of common stock at $5.36 per share that have vested or are vesting within 60 days. Excludes options to purchase 16,667 shares of our common stock at $10.09 per share, options to purchase 16,667 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of common stock at $5.36 per share and options to purchase 50,000 shares of our common stock at $8.58 per share that do not vest within 60 days. |

  56. Potential Payments Upon Termination

    | (8) Includes options to purchase 30,000 shares of our common stock at $3.30 per share, options to purchase 30,000 shares of our common stock at $2.30 per share, options to purchase 27,300 shares of our common stock at $2.58 per share, options to purchase 35,000 shares of our common stock at $2.93 per share, options to purchase 70,000 shares of our common stock at $2.96 per share, options to purchase 50,000 shares of our common stock at $5.49 per share, options to purchase 20,000 shares of common stock at $10.09 per share, options to purchase 25,000 shares of common stock at $8.57 per share and options to purchase 12,500 shares of common stock at $5.36 per share that have vested or are vesting within 60 days. Excludes options to purchase 40,000 shares of our common stock at $18.11 per share, options to purchase 20,000 shares of our common stock at $10.09 per share, options to purchase 25,000 shares of our common stock at $8.57 per share, options to purchase 37,500 shares of common stock at $5.36 per share and options to purchase 50,000 shares of common stock at $8.58 per share that do not vest within 60 days. |

  57. Potential Payments Upon Termination

    | (9) Based solely on the information contained in the Schedule 13G/A filed by the Vanguard Group (“Vanguard”) with the SEC on February 13, 2024. The report states that Vanguard has an aggregate beneficial ownership of 4,360,648 shares of common stock, including shared voting power over 136,057 shares of common stock, sole dispositive power over 4,155,886 shares of common stock and shared dispositive power over 204,762 shares of common stock. |

  58. Potential Payments Upon Termination

    | (10) Based solely on the information contained in the Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 25, 2024. The report states that BlackRock has aggregate beneficial ownership of 6,671,075 shares of common stock, including sole voting power over 6,576,569 shares of common stock and sole dispositive power over 6,671,075 shares of common stock. |

  59. Potential Payments Upon Termination

    Change in Control We are unaware of any contract or other arrangement, the operation of which may at a subsequent date result in a change of control of our Company. DELINQUENT SECTION 16(A) REPORTS Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than ten percent (10%) of our outstanding common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Based solely on our review of the forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and persons who own more than 10% of our common stock were complied with in fiscal year 2024, except for the following:

  60. Potential Payments Upon Termination

    | ● | Form 4 filed January 12, 2024 for Sandra Boenisch; |

  61. Potential Payments Upon Termination

    | ● | Form 4 filed January 12, 2024 for Christopher Missling; |

  62. Potential Payments Upon Termination

    | ● | Form 4 filed February 23, 2024 for Athanasios Skarpelos; |

  63. Potential Payments Upon Termination

    | ● | Form 4 filed February 23, 2024 for Jiong Ma; |

  64. Potential Payments Upon Termination

    | ● | Form 4 filed February 23, 2024 for Steffen Thomas; |

  65. Potential Payments Upon Termination

    | ● | Form 4 filed February 23, 2024 for Peter D.O. Donhauser; and |

  66. Potential Payments Upon Termination

    | ● | Form 4 filed February 23, 2024 for Claus van der Velden. |

  67. Potential Payments Upon Termination

    FUTURE STOCKHOLDER PROPOSALS Stockholder proposals may be included in our proxy statement for an annual meeting so long as they are provided to us on a timely basis and satisfy the other conditions set forth in SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. To have a proposal intended to be presented at our 2025 annual meeting of stockholders be considered for inclusion in the proxy statement and form of proxy relating to that meeting, a stockholder must deliver written notice of such proposal in writing to the Corporate Secretary at our corporate headquarters no later than December 26, 2025, which is 120 days before the anniversary of the filing date of this proxy (unless the date of the 2026 annual meeting of Stockholders is not within thirty (30) days of June 10, 2026, in which case the proposal must be received no later than a reasonable period of time before we begin to print and send our proxy materials for our 2026 annual meeting). Such proposal must also comply with the requirements as to form and substance established by the Commission for such a proposal to be included in the proxy statement. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements. In addition, a stockholder may present any other proposal at the 2026 annual meeting of Stockholders by providing notice of the proposal to the Corporate Secretary at our corporate headquarters no later than March 11, 2026, which is 45 days before the anniversary of the filing date of this proxy (unless the date of the 2026 annual meeting of stockholders is not within thirty (30) days of June 10, 2026, in which case the proposal must be received by no later than a reasonable time before we begin to print and send our proxy materials for the 2026 annual meeting of Stockholders). CODE OF ETHICS AND CONDUCT Our Board adopted a code of business ethics and conduct (the “Code of Ethics”), applicable to all of our executives, directors and employees. The Code of Ethics is available in print to any stockholder that requests a copy. Copies may be obtained by contacting Investor Relations at our corporate headquarters. Our Code of Ethics is also available on our website at www.anavex.com/corporate-governance. We intend to make any disclosures regarding amendments to, or waivers from, the Code of Business Conduct required under Form 8-K by posting such information on our website. TRANSACTIONS WITH RELATED PERSONS Our Code of Business Conduct and the Audit Committee Charter, each available on our website at www.anavex.com/corporate-governance, set forth our policies and procedures for the review and approval of transactions with related persons, including transactions that would be required to be disclosed in this proxy in accordance with SEC rules. In circumstances where one of our directors or executive officers, or a family member, has a direct or indirect material interest in a transaction with the Company, our Corporate Governance Committee must review and approve all such proposed transactions. In determining whether to approve or ratify a transaction with a related person, among the factors the Audit Committee may consider (as applicable) are: compliance with the Nevada Revised Statutes and any other applicable law; the business purpose for entering into the transaction, the size and terms of the transaction; the availability of alternative sources of comparable products or services, whether the transaction could impair the judgment of the related person in performing his or her duties, whether the transaction would be consistent with Nasdaq’s requirements for independent directors, and any other factors the Audit Committee deems relevant. There have been no transactions, since October 1, 2023, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or one percent of our total assets at year-end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest.

  68. Potential Payments Upon Termination

    | i. | any director or executive officer of our Company; | | ii. | any beneficial owner of shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; and | | iii. | any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons. |

  69. Potential Payments Upon Termination

    OTHER MATTERS We know of no other matters to be submitted to the stockholders at the 2025 Meeting. If any other matters properly come before the stockholders at the meeting, the persons named in the enclosed form of proxy will vote the shares they represent in their discretion. 2025 MEETING PROXY MATERIALS AND RESULTS Copies of this proxy statement and proxy materials ancillary hereto will be available on our website at www.anavex.com and at https://viewproxy.com/Anavex/2025. The preliminary voting results will be announced at the meeting. We intend to publish final results from the 2025 Meeting in a Current Report on Form 8-K, which will be filed with the Commission within four (4) business days from the 2025 Meeting, or as amended thereafter. You may obtain a copy of this and other reports free of charge at or the Commission at (800) 732-0330 or https://www.sec.gov. DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS To reduce costs and reduce the environmental impact of our 2025 Annual Meeting, we have adopted a procedure approved by the SEC known as “householding,” which is available to both registered stockholders and beneficial owners of shares held in street name. Only one proxy statement is being or shall be delivered to two (2) or more stockholders who share an address, unless the Company has received contrary instruction from one (1) or more of such stockholders. The Company will promptly deliver, upon written or oral request, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the document was delivered. If you would like to request additional copies of the proxy statement, or if in the future you would like to receive multiple copies of information or proxy statements, or annual reports, or, if you are currently receiving multiple copies of these documents and would, in the future, like to receive only a single copy, please so instruct the Company by writing to us at 630 Fifth Avenue, 20th Floor, New York, NY 10111 Attention: Christopher Missling, PhD or telephoning us at 844.689.3939.