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⁽¹⁾Market price per share of the common stock underlying the Debentures on the date of the sale of the Debentures.

⁽²⁾ The shares of common stock set forth in this table are the amount underlying the Debentures registered in this registration statement.

⁽³⁾Conversion/exercise price per share of the underlying common stock on the date of the sale of the Debentures is calculated using the fixed conversion/exercise price per share set forth in the Debentures.

⁽⁴⁾ The amount of shares underlying each Debenture for each Selling Security Holder registered hereunder.

⁽⁵⁾ Market price of the number of shares underlying the registered shares, calculated by using the common stock’s market price per share on the date of the sale of the Debentures multiplied by the number of registered shares underlying the Debentures.

⁽⁶⁾ Value of shares underlying the Debentures using the conversion price on the date of sale multiplied by the number of registered shares the Selling Security Holders may receive under the Debentures. Note: the Debentures have fixed conversion prices.

⁽⁷⁾ Total possible discount to the market price as of the date of the sale of the Debentures calculated by subtracting the conversion price on the date of the sale of the Debentures from the market price of the registered shares underlying the Debentures on that date.

There are no set, or prescribed, pre-determined adjustments to the conversion price per share under the Debentures. Pursuant to the terms of the Debentures (Section 5(a)), there are four (4) circumstances in which the conversion price of such instruments would change, which is intended to maintain the initial ratio of conversion shares to be issued relative to the initial conversion price. Such four (4) circumstances are: If the Company, at any time while the Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of the common stock on shares of common stock or any common stock equivalents (which, do not include any shares of common stock issued by the Company upon conversion of the Debentures), (ii) subdivides the number of outstanding shares of common stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) the number of outstanding shares of common stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the common stock, any shares of capital stock of the Company, then the conversion price shall be multiplied by a fraction of which the numerator shall be the number of shares of common stock outstanding immediately before such event, and of which the denominator shall be the number of shares of common stock outstanding immediately after such event (which effectively maintains the initial ratio of conversion shares issued to debt amount outstanding under each such convertible debenture).

Total Profit to Selling Security Holders

The table below provides the total value the Selling Security Holders and placement agent could realize as a result of the conversion discount for the common stock underlying all of the Securities if all of such shares could be sold hereunder. Note that the Selling Security Holders are not registering the total possible number of shares underlying the Securities, rather only 11,011,420 shares underlying the Securities (specifically, underlying the Debentures) are being registered hereunder.

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There are no set, or prescribed, pre-determined adjustments to the conversion price per share under the Debentures. Pursuant to the terms of the Debentures (Section 5(a)), there are four (4) circumstances in which the conversion price of such instruments would change, which is intended to maintain the initial ratio of conversion shares to be issued relative to the initial conversion price. Such four circumstances are: If the Company, at any time while the Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of the common stock on shares of common stock or any common stock equivalents (which, do not include any shares of common stock issued by the Company upon conversion of the Debentures), (ii) subdivides the number of outstanding shares of common stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) the number of outstanding shares of common stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the common stock, any shares of capital stock of the Company, then the conversion price shall be multiplied by a fraction of which the numerator shall be the number of shares of common stock outstanding immediately before such event, and of which the denominator shall be the number of shares of common stock outstanding immediately after such event (which effectively maintains the initial ratio of conversion shares issued to debt amount outstanding under each such convertible debenture).

Total Profits from Other Company Securities Held by the Selling Security Holders

The following table sets forth information regarding non-Investment transaction issued Company securities held by the Selling Security Holders:**

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⁽¹⁾  The total possible profit to be realized as a result of any conversion discounts for securities underlying any other warrants, options, notes, or other securities of the issuer that are held by the Selling Security Holders or any affiliates of the Selling Security Holders.
⁽²⁾ The total possible shares to be received under the particular securities (assuming complete conversion/exercise).
⁽³⁾The combined market price of the total number of underlying shares, calculated by using the market price per share on the date of the sale of that other security and the total possible shares to be received.
⁽⁴⁾ The total possible shares to be received and the combined conversion price of the total number of shares underlying that other security calculated by using the conversion price on the date of the sale of that other security and the total possible number of underlying shares.
⁽⁵⁾ The total possible discount to the market price as of the date of the sale of that other security, calculated by subtracting the total conversion/exercise price on the date of the sale of that other security from the combined market price of the total number of underlying shares on that date.
**To the knowledge of the Company, none of the Selling Security Holders, nor their affiliates, own of record any securities underlying any other warrants, options, notes, or other securities of the Company.

Gross Proceeds, Payments Made to Selling Security Holders

The following table sets forth the gross proceeds paid or payable to the Company in the Investment transaction, all payments that have been made or that may be required to be made by the Company, the resulting net proceeds to the The following table sets forth the gross proceeds paid or payable to the Company in the Investment transaction, all payments that have been made or that may be required to be made by the Company, the resulting net proceeds to the Company, and the combined total possible profit or be realized as a result of any conversion discounts regarding the securities under all securities held by the Selling Security Holders and the placement agent.

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⁽¹⁾ Gross proceeds paid or payable to the Company in the Investment transaction.
⁽²⁾ All payments that have been made or that may be required to be made by the Company in connection with the issuance of Warrants and Debentures to the Selling Security Holders or the placement agent, any affiliate of a Selling Security Holder or the placement agent, or any person with whom any Selling Security Holder or the placment agnet has a contractual relationship regarding the Investment transaction (including any interest payments, liquidated damages, payments made to “finders” or “placement agents,” and any other payments or potential payments).
⁽³⁾ Resulting net proceeds to the Company. Note that these figures do not include the $4,000 fee paid to the Investment transaction’s escrow agent, or the $30,000 fee paid to the placement agent’s attorneys.
⁽⁴⁾ Combined total possible profit to be realized as a result of any conversion discounts regarding the common stock underlying the Securities, options, notes, or other securities of the issuer that are held by the Selling Security Holders or any affiliates of the Selling Security Holders and the placement agent.
⁽⁵⁾ Maxim Partners LLC is an affiliate of Maxim. Maxim served as the exclusive placement agent in connection with the Investment transaction. Maxim was paid $700,840.00 and was issued Warrants, in the name of Maxim Partners LLC, representing the right to purchase up to an aggregate of 1,000,000 shares of Common Stock. Maxim Partners LLC is not a Selling Security Holder’s shares underlying such Warrants are not being registered in this registration statement.

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The total amount of all payments as disclosed ($700,840) divided by the net proceeds from the issuer from the sale of the Debentures ($9,299,160) is 7.54%, which averages over the thirty (30) year term of the Debentures to 0.25% . The total possible discount to the market price of the shares underlying the Debentures ($4,666,666.04) divided by the net proceeds from the issuer from the sale of the Debentures ($9,299,160) is 50.18%, which averages over the thirty (30) year term of the Debentures to 1.67% .

Prior Securities Transactions between the Company and Selling Security Holders

The following table that describes all prior securities transactions between the Company (or any of its predecessors) and the Selling Security Holders, any affiliates of the Selling Security Holders, or any person with whom any Selling Security Holder has a contractual relationship regarding the transaction (or any predecessors of those persons), and the placement agent:*

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^*None of the Selling Security Holders or placement agent had any business relationship or entered into any securities related transactions with the Company prior to the Investment.
⁽¹⁾ Date of the transaction.
⁽²⁾Number of shares of the class of securities subject to the transaction that were outstanding prior to the transaction.
⁽³⁾ Number of shares of the class of securities subject to the transaction that were outstanding prior to the transaction and held by persons other than the Selling Security Holders, affiliates of the Company, or affiliates of the Selling Security Holders.
⁽⁴⁾ Number of shares of the class of securities subject to the transaction that were issued or issuable in connection with the transaction.
⁽⁵⁾ Percentage of total issued and outstanding securities that were issued or issuable in the transaction (assuming full issuance), with the percentage calculated by taking the number of shares issued and outstanding prior to the applicable transaction and held by persons other than the Selling Security Holders, affiliates of the Company, or affiliates of the Selling Security Holders, and dividing that number by the number of shares issued or issuable in connection with the applicable transaction.
⁽⁶⁾ Market price per share of the class of securities subject to the transaction immediately prior to the Investment transaction (reverse split adjusted, if necessary).
⁽⁷⁾ Current market price per share of the class of securities subject to the transaction (reverse split adjusted, if necessary).

Pre-Investment Transaction Securities held by Selling Security Holders

The following table sets forth the pre-Investment transaction securities held by the Selling Security Holders:

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* Prior to the Investment and as of the date hereof, the Company has 38,260,098 shares of common stock issued and outstanding, with 5,225,832 shares directly held by affiliates, and 0 shares held by the Selling Security Holders.

** Such shares of common stock underlie the Debentures issued pursuant to the Investment transaction. Note that each of the Selling Security Holders remains subject to conversion caps imposed by the Securities that limit the amount of shares of common stock that they can convert/exercise into at 4.99% of the outstanding shares of common stock (except for Sphera Global Healthcare Master Fund and HFR HE Sphera Global Healthcare Master Trust which have a 9.99% limitation).

*** The Company has not submitted for registration any shares underlying the Securities held by Maxim Partners LLC that were issued in the Investment transaction.

Payment of Debt Evidenced by the Debentures

The Company has the intention, and believes that it has a reasonable basis to believe that it will have the ability to make all payments on the overlying debt instruments, the Debentures, issued in the Investment transaction. Cash amounts owed under the Debentures are due and payable in 2044, thirty (30) years after their issuance date, and do not impose any regularly scheduled interest payments thereon. While the Company currently is in the process of developing and commercializing its core product offerings, it believes that by the year 2044 it will have thriving operations affording it the ability to repay any amounts remaining outstanding under the Debentures. The Company is not aware of and has not obtained, reviewed or been presented with any information indicating that any of the Selling Security Holders have an existing short position in the Common Stock.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion should be read in conjunction with our audited consolidated financial statements and notes thereto for the fiscal year ended September 30, 2013 and the last fiscal quarter ended March 31, 2014, included elsewhere in this prospectus. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains “forward-looking statements.” Forward-looking statements are generally written in the future tense and/or are preceded by words such as “may,” “should,” “forecast,” “could,” “expect,” “suggest,” “believe,” “anticipate,” “intend,” “plan,” or other similar words. The forward-looking statements contained in this prospectus involve a number of risks and uncertainties, many of which are outside of our control. Factors that could cause actual results to differ materially from projected results include, but are not limited to, those discussed in “Risk Factors” elsewhere in this prospectus. Readers are expressly advised to review and consider those Risk Factors, which include risks associated with (1) our ability to successfully conduct clinical and pre-clinical trials for our product candidates, (2) our ability to obtain required regulatory approvals to develop and market our product candidates, (3) our ability to raise additional capital on favorable terms, (4) our ability to execute our development plan on time and on budget, (5) our ability to obtain commercial partners, (6) our ability, whether alone or with commercial partners, to successfully commercialize any of our product candidates that may be approved for sale, and (7) our ability to identify and obtain additional product candidates. Although we believe that the assumptions underlying the forward-looking statements contained in this prospectus are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements will be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Furthermore, past performance in operations and share price is not necessarily indicative of future performance. Except as required by applicable laws including the securities laws of the United States and Canada, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Our Business

We are a pharmaceutical company engaged in the development of drug candidates. Our lead compounds ANAVEX 2-73 and ANAVEX PLUS, a combination of ANAVEX 2-73 with donepezil (Aricept), are being developed to treat Alzheimer’s disease and potentially other central nervous system (CNS) diseases.

In pre-clinical studies conducted in France and in Greece, ANAVEX 2-73 demonstrated anti-amnesic and neuroprotective properties in various animal models including the transgenic mouse model Tg2576. Based on pre-clinical studies, we sponsored a Phase 1 single ascending dose study of ANAVEX 2-73, which was initiated and completed in 2011. This study was conducted in Germany in collaboration with ABX-CRO Advanced Pharmaceutical Services (ABX-CRO). The study indicated that ANAVEX 2-73 was well tolerated by study subjects in doses up to 55mg. As of the end of the period covered by this report, we have not yet continued our clinical trials due to a lack of funding.

The Company plans to continue human clinical trials, among them a multiple ascending dose study of ANAVEX 2-73 and ANAVEX PLUS, and a Phase 2 thereafter by mid-year 2014. Additionally, we intend to identify and initiate discussions with potential partners in the next 12 months. Further, we may acquire or develop new intellectual property and assign, license, or otherwise transfer our intellectual property to further our goals.

Our Pipeline

Our pipeline includes one drug candidate and several compounds in different stages of pre-clinical study.

Our proprietary SIGMACEPTOR™ Discovery Platform produced small molecule drug candidates with unique modes of action, based on our understanding of sigma receptors. Sigma receptors may be targets for therapeutics to combat many human diseases, including Alzheimer’s disease. When bound by the appropriate ligands, sigma receptors influence the functioning of multiple biochemical signals that are involved in the pathogenesis (origin or development) of disease.

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Compounds that have been subjects of our research include the following:

ANAVEX 2-73

ANAVEX 2-73 may offer a disease-modifying approach in Alzheimer’s disease (AD) by using ligands that activate sigma-1 receptors.

In AD animal models, ANAVEX 2-73 has shown pharmacological, histological and behavioral evidence as a potential neuroprotective, anti-amnesic, anti-convulsive and anti-depressive therapeutic agent, due to its potent affinity to sigma-1 receptors and moderate affinities to M1-4 type muscarinic receptors. In addition, ANAVEX 2-73 has shown a potential dual mechanism which may impact both amyloid and tau pathology. In a transgenic AD animal model Tg2576 ANAVEX 2-73 induced a statistically significant neuroprotective effect against the development of oxidative stress in the mouse brain, as well as significantly increased the expression of functional and synaptic plasticity markers that is apparently amyloid-beta independent. It also statistically alleviated the learning and memory deficits developed over time in the animals, regardless of sex, both in terms of spatial working memory and long-term spatial reference memory.

Based on the results of pre-clinical testing, we initiated and completed a Phase 1 single ascending dose (SAD) clinical trial of ANAVEX 2-73 in 2011. In this Phase 1 SAD trial, the maximum tolerated single dose was defined per protocol as 55-60 mg. This dose is above the equivalent dose shown to have positive effects in mouse models of AD. There were no significant changes in laboratory or electrocardiogram (ECG) parameters. ANAVEX 2-73 was well tolerated below the 55-60 mg dose with only mild adverse events in some subjects. Observed adverse events at doses above the maximum tolerated single dose included headache and dizziness, which were moderate in severity and reversible. These side effects are often seen with drugs that target central nervous system (CNS) conditions, including AD.

The ANAVEX 2-73 Phase 1 SAD trial was conducted as a randomized, placebo-controlled study. Healthy male volunteers between the ages of 18 and 55 received single, ascending oral doses over the course of the trial. Study endpoints included safety and tolerability together with pharmacokinetic parameters. Pharmacokinetics includes the absorption and distribution of a drug, the rate at which a drug enters the blood and the duration of its effect, as well as chemical changes of the substance in the body. This study was conducted in Germany in collaboration with ABX-CRO, a clinical research organization that has conducted several Alzheimer’s disease studies, and the Technical University of Dresden.

ANAVEX PLUS

ANAVEX PLUS, a combination of ANAVEX 2-73 with donepezil (Aricept) is a potential novel combination drug for Alzheimer’s disease. Aricept (donepezil) is now generic. ANAVEX 2-73 showed in combination with donepezil an unexpected and clear synergic effect of memory improvement by up to 80% in animal models. A patent application was filed in the US for the combination of donepezil and ANAVEX 2-73 and if granted would give patent protection at least until 2033.

In a humanized calibrated cortical network computer model the unexpected pre-clinical synergy between ANAVEX 2-73 and donepezil was confirmed and ANAVEX PLUS showed an anticipated ADAS-Cog response of 7 points at 12 weeks and 5.5 points at 26 weeks, which represents more than 2x the ADAS-Cog of donepezil alone.

ANAVEX 19-144

ANAVEX 19-144 is the sole active metabolite of ANAVEX 2-73. Like ANAVEX 2-73, pre-clinical data reveals that ANAVEX 19-144 exhibits significant anti-amnesic, neuroprotective and anticonvulsant properties in a variety of in vitro systems and specialized animal models.

In animal models, ANAVEX 19-144 controls seizures and the epileptogenesis process. Moreover, its neuroprotective properties may prevent the process that causes long-term damage to tissue and cells as well as biochemical and physiological alterations to the brain from epileptic seizures.

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ANAVEX 1-41

ANAVEX 1-41 is a sigma-1 agonist. Pre-clinical tests revealed significant neuroprotective benefits (i.e., protects nerve cells from degeneration or death) through the modulation of endoplasmic reticulum, mitochondrial and oxidative stress, which damages and destroys cells and is believed by some scientists to be a primary cause of AD. In addition, in animal models, ANAVEX 1-41 prevented the expression of caspase-3, an enzyme that plays a key role in apoptosis (programmed cell death) and loss of cells in the hippocampus, the part of the brain that regulates learning, emotion and memory. These activities involve both muscarinic and sigma-1 receptor systems through a novel mechanism of action.

ANAVEX 1037

ANAVEX 1037 is designed for the treatment of prostate cancer. It is a low molecular weight, synthetic compound exhibiting high affinity for sigma-1 receptors at nanomolar levels and moderate affinity for sigma-2 receptors and sodium channels at micromolar levels. In advanced pre-clinical studies, this compound revealed antitumor potential with no toxic side effects. It has also been shown to selectively kill human cancer cells without affecting normal/healthy cells and also to significantly suppress tumor growth in immune-deficient mice models. Scientific publications describe sigma receptor ligands positively, highlighting the possibility that these ligands may stop tumor growth and induce selective cell death in various tumor cell lines. Sigma receptors are highly expressed in different tumor cell types. Binding by appropriate sigma-1 and/or sigma-2 ligands can induce selective apoptosis. In addition, through tumor cell membrane reorganization and interactions with ion channels, our drug candidates may play an important role in inhibiting the processes of metastasis (spreading of cancer cells from the original site to other parts of the body), angiogenesis (the formation of new blood vessels) and tumor cell proliferation.

Our compounds are in the pre-clinical and clinical testing stages of development, and there is no guarantee that the activity demonstrated in pre-clinical models will be shown in human testing.

Our Target Indications

We have developed compounds with potential application to two broad categories and several specific indications. The two categories are diseases of the central nervous system, and cancer. Specific indications include:

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Recent Corporate Developments

Since the commencement of our fourth quarter ended September 30, 2013, we have experienced the following significant corporate developments:

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RESULTS OF OPERATIONS

Revenue

We have not earned any revenues since our inception on January 23, 2004. We are still in the development stage and do not anticipate earning any revenues until we can establish an alliance with other companies to develop, co-develop, license, acquire or market our products.

Expenses

Our expenses for the fiscal years ended September 30, 2013 and 2012 were as follows:

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Year ended September 30, 2013 and 2012

Expenses for the fiscal year ended September 30, 2013 decreased by $2,184,124 over the same period in 2012. The principal contributors to the decrease were:

Other income

Other income and (loss) for the year ended September 30, 2013, amounted to $(1,562,679) as compared to a loss of $(3,980,214) for the year ended September 30, 2012. The decrease in net other losses is primarily attributable to

Three months ended March 31, 2014 compared to three months ended March 31, 2013

Our operating expenses for the three months ended March 31, 2014 were $1,021,167, which represents an increase of $894,056, or 703.4% compared to $127,111 for the three month period ended March 31, 2013. The increase was mainly attributable to (i) the non-cash compensation of $610,000 relating to the vesting of common stock under our President’s employment agreement, pursuant to performance conditions met during the period; and (ii) an increase in research and development expenses in the current period and an increase in investor relations expense and other professional fees as a result of our capital raising efforts. We expect our research and development expenses will continue to increase over the remaining quarters in the current fiscal year as a result of funding secured during the current period. We continue to target potential research partners to further advance our clinical trials.

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Other income (expenses)

The aggregate amount in the other income (expense) for the three month period ended March 31, 2014, amounted to $2,307 as compared to $21,011 for the comparable three month period ended March 31, 2013. The largest single decrease was as a result of a decrease in interest expense in the current period as a result of the settlement of various promissory notes during the fourth quarter of fiscal 2013.

Six months ended March 31, 2014 compared to six months ended March 31, 2013

Our operating expenses for the six months ended March 31, 2014 were $1,330,775, which represents an increase of $787,797, or 145.1% compared to $542,978 for the six month period ended March 31, 2013. The increase was mainly attributable to (i) the non-cash compensation of $610,000 relating to the vesting of common stock under our President’s employment agreement, pursuant to performance conditions met during the period; and (ii) an increase in investor relations expenses and other professional fees and incidentals as a result of our capital raising efforts.

Other income (expenses)

The aggregate amount in the other income (expense) for the six month period ended March 31, 2014, amounted to $670,552 as compared to $(16,639) for the comparable six month period ended March 31, 2013. The largest single increase was as a result of a non-cash benefit related to a change in the calculated fair value during the period of stock purchase warrants being accounted for as derivative liabilities in accordance with US GAAP. These gains arose as a result of the requirement of generally accepted accounting principles in the United States to re-measure derivatives to their respective fair values each reporting period with the changes in fair value being reported as a non-operating item on the consolidated statement of operations.

On December 21, 2013, we entered into amendment agreements with all of the holders of these warrants such that these warrants are no longer required to be accounted for in this manner. As a result of the modification, we expect this type of non-operating income will not occur in future periods.

Liquidity and Capital Resources

Working Capital

Our working capital for the years ended September 30, 2013 and September 30, 2012 was as follows:

As of September 30, 2013, we had $345,074 in cash, an increase of $333,712 from September 30, 2012. As of September 30, 2013, we had a working capital deficiency of $1,559,211, a decrease in deficit of $1,316,536 from September 30, 2012.

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The principal reason for the increase in working capital relates to the extinguishment of five promissory notes plus accrued interest totaling $575,058, and trade accounts payable totaling $1,108,506, in exchange for shares of our common stock.

The increase in cash during the period relates to cash generated through financing activities from debt and equity issuances. We generated cash of $861,285, after issuance costs, from the issuance of capital stock, and we generated cash of $250,000 through the issuance of promissory notes. Some of these promissory notes issued were also settled in exchange for the issuance of capital stock during the year.

Our working capital for the three and six months ended March 31, 2014 and 2013 was as follows:

As of March 31, 2014, we had $9,193,558 in cash, an increase of $8,848,484 from September 30, 2013. The principal reason for this increase is due to cash received in respect of the issuance of senior convertible debentures in the aggregate principal amount of $10,000,000 that were issued in the current period. We intend to use the funds from these debentures to implement our plan of operation of researching and developing our compounds, the related patents and any further intellectual property we may acquire. We intend to use the majority of our capital resources to complete the next clinical trial for ANAVEX PLUS, and to perform work necessary to prepare for further clinical development.

Cash Flows

Cash flow used in operating activities

Our cash used in operating activities for the six month period ended March 31, 2014 was $782,519 compared to $260,875 used in operating activities for the comparative six month period ended March 31, 2013. The increase in cash used in operating activities was primarily as a result of the repayment of current trade payables in the current period as a result of cash available from financings.

Cash used in investing activities

Cash used in investing activities was $2,327 in the current six month period ended March 31, 2014 as compared to $Nil in the comparative period. This is as a result of a small equipment purchase in the current period.

Cash flow provided by financing activities

Our cash provided by financing activities for the six month period ended March 31, 2014 was $9,633,330, attributable to cash received from the issuance of convertible debentures in the aggregate principal amount of $10,000,000, less related fees and expenses of $734,840 incurred in connection with the closing of these debentures. We also received cash from the issuance of common shares under the Purchase Agreement with Lincoln Park Capital Fund, LLC (described under Future Financing below).

In the comparative six month period ended March 31, 2013, we had cash inflows of $250,000 from activities related to the issuance of short term debt.

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Future Financing

We will require additional financing to fund our planned operations, including further strengthening our patent portfolio, securing patents for other compounds and for other intellectual property, and for clinical development.

On July 5, 2013, the Company entered into the Purchase Agreement with Lincoln Park. Pursuant to the Purchase Agreement, Lincoln Park initially purchased 250,000 shares of the Company’s common stock for $100,000. The Company has the right, in its sole discretion over a 25-month period, to sell to Lincoln Park up to the additional aggregate commitment of $9.9 Million of shares of common stock. There are no upper limits on the per share price that Lincoln Park may pay to purchase such common stock. Furthermore, the Company controls the timing and amount of any future sales, if any, of shares of common stock to Lincoln Park except that, pursuant to the terms of the Purchase Agreement, we would be unable to sell shares to Lincoln Park if and when the closing sale price of our common stock is below $0.50 per share, subject to adjustment as set forth in the Purchase Agreement. Lincoln Park has no right to require any sales and is obligated to purchase common stock as directed by the Company.

Other than our rights related to the Lincoln Park financing, there can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to delay or scale down some or all of our research and development activities or perhaps even cease the operation of our business.

Since inception we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through the equity and debt financing. If we raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There is no assurance that we will be able to maintain operations at a level sufficient for investors to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Application of Critical Accounting Policies

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

We base our assumptions and estimates on historical experience and other sources that we believe to be reasonable at the time. Actual results may vary from our estimates due to changes in circumstances, weather, politics, global economics, mechanical problems, general business conditions and other factors. Our significant estimates are related to the valuation of warrants and options.

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There are accounting policies that we believe are significant to the presentation of our financial statements. The most significant of these accounting policies relates to the accounting for our research and development expenses and stock-based compensation expense.

Research and Development Expenses

Research and developments costs are expensed as incurred. These expenses are comprised of the costs of our proprietary research and development efforts, including salaries, facilities costs, overhead costs and other related expenses as well as costs incurred in connection with third-party collaboration efforts. Milestone payments made by us to third parties are expensed when the specific milestone has been achieved.

In addition, we incur expenses in respect of the acquisition of intellectual property relating to patents and trademarks. The probability of success and length of time to developing commercial applications of the drugs subject to the acquired intellectual property and trademarks is difficult to determine and numerous risks and uncertainties exist with respect to the timely completion of the development projects. There is no assurance the acquired patents and trademarks will ever be successfully commercialized. Due to these risks and uncertainties, we expense the acquisition of patents rights and trademarks.

Stock-based Compensation

We account for all stock-based payments and awards under the fair value based method.

Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if we had paid cash instead of paying with or using equity based instruments. The cost of the stock-based payments to non-employees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term.

We account for the granting of share purchase options to employees using the fair value method whereby all awards to employees will be recorded at fair value on the date of the grant. The fair value of all share purchase options are expensed over their vesting period with a corresponding increase to additional capital surplus. Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in additional capital surplus, is recorded as an increase to share capital.

We use the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of the grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in assumptions can materially affect the fair value estimate and therefore the Black-Scholes model does not necessarily provide a reliable single measure of the fair value of our share purchase options.

Derivative Liabilities

From time to time, we may issue convertible promissory notes which include embedded conversion options which, dependent on their specific contractual terms, may be required to be accounted for as separate derivative liabilities. These liabilities are required to be measured at fair value. These instruments are then adjusted to reflect fair value at each period end. Any increase or decrease in the fair value is recorded in results of operations as change in fair value of derivative liabilities. In determining the appropriate fair value, we use the binomial pricing model.

Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in assumptions can materially affect the fair value estimate and therefore the binomial model does not necessarily provide a reliable single measure of the fair value of these instruments.

41

Recent Accounting Pronouncements

There are no new accounting pronouncements that we recently adopted or are pending our adoption that are expected to have a material impact on the Company’s results of operations, financial position or cash flows.

BUSINESS

Our Current Business

We are a pharmaceutical company engaged in the development of drug candidates. Our lead compounds ANAVEX 2-73 and ANAVEX PLUS, a combination of ANAVEX 2-73 with donepezil (Aricept), are being developed to treat Alzheimer’s disease and potentially other central nervous system (CNS) diseases.

In pre-clinical studies conducted in France and in Greece, ANAVEX 2-73 demonstrated anti-amnesic and neuroprotective properties in various animal models including the transgenic mouse model Tg2576. Based on pre-clinical studies, we sponsored a Phase 1 single ascending dose study of ANAVEX 2-73, which was initiated and completed in 2011. This study was conducted in Germany in collaboration with ABX-CRO Advanced Pharmaceutical Services (ABX-CRO). The study indicated that ANAVEX 2-73 was well tolerated by study subjects in doses up to 55mg. As of the end of the period covered by this report, we have not yet continued our clinical trials due to a lack of funding.

The Company plans to continue human clinical trials, among them a multiple ascending dose study of ANAVEX 2-73 and ANAVEX PLUS, and a Phase 2 thereafter by mid-year 2014. Additionally, we intend to identify and initiate discussions with potential partners in the next 12 months. Further, we may acquire or develop new intellectual property and assign, license, or otherwise transfer our intellectual property to further our goals.

Our Pipeline

Our pipeline includes one drug candidate and several compounds in different stages of pre-clinical study.

Our proprietary SIGMACEPTOR™ Discovery Platform produced small molecule drug candidates with unique modes of action, based on our understanding of sigma receptors. Sigma receptors may be targets for therapeutics to combat many human diseases, including Alzheimer’s disease. When bound by the appropriate ligands, sigma receptors influence the functioning of multiple biochemical signals that are involved in the pathogenesis (origin or development) of disease.

Compounds that have been subjects of our research include the following:

ANAVEX 2-73

ANAVEX 2-73 may offer a disease-modifying approach in Alzheimer’s disease (AD) by using ligands that activate sigma-1 receptors.

In AD animal models, ANAVEX 2-73 has shown pharmacological, histological and behavioral evidence as a potential neuroprotective, anti-amnesic, anti-convulsive and anti-depressive therapeutic agent, due to its potent affinity to sigma-1 receptors and moderate affinities to M1-4 type muscarinic receptors. In addition, ANAVEX 2-73 has shown a potential dual mechanism which may impact both amyloid and tau pathology. In a transgenic AD animal model Tg2576 ANAVEX 2-73 induced a statistically significant neuroprotective effect against the development of oxidative stress in the mouse brain, as well as significantly increased the expression of functional and synaptic plasticity markers that is apparently amyloid-beta independent. It also statistically alleviated the learning and memory deficits developed over time in the animals, regardless of sex, both in terms of spatial working memory and long-term spatial reference memory.

42

Based on the results of pre-clinical testing, we initiated and completed a Phase 1 single ascending dose (SAD) clinical trial of ANAVEX 2-73 in 2011. In this Phase 1 SAD trial, the maximum tolerated single dose was defined per protocol as 55-60 mg. This dose is above the equivalent dose shown to have positive effects in mouse models of AD. There were no significant changes in laboratory or electrocardiogram (ECG) parameters. ANAVEX 2-73 was well tolerated below the 55-60 mg dose with only mild adverse events in some subjects. Observed adverse events at doses above the maximum tolerated single dose included headache and dizziness, which were moderate in severity and reversible. These side effects are often seen with drugs that target central nervous system (CNS) conditions, including AD.

The ANAVEX 2-73 Phase 1 SAD trial was conducted as a randomized, placebo-controlled study. Healthy male volunteers between the ages of 18 and 55 received single, ascending oral doses over the course of the trial. Study endpoints included safety and tolerability together with pharmacokinetic parameters. Pharmacokinetics includes the absorption and distribution of a drug, the rate at which a drug enters the blood and the duration of its effect, as well as chemical changes of the substance in the body. This study was conducted in Germany in collaboration with ABX-CRO, a clinical research organization that has conducted several Alzheimer’s disease studies, and the Technical University of Dresden.

ANAVEX PLUS

ANAVEX PLUS, a combination of ANAVEX 2-73 with donepezil (Aricept) is a potential novel combination drug for Alzheimer’s disease. Aricept (donepezil) is now generic. ANAVEX 2-73 showed in combination with donepezil an unexpected and clear synergic effect of memory improvement by up to 80% in animal models. A patent application was filed in the US for the combination of donepezil and ANAVEX 2-73 and if granted would give patent protection at least until 2033.

In a humanized calibrated cortical network computer model the unexpected pre-clinical synergy between ANAVEX 2-73 and donepezil was confirmed and ANAVEX PLUS showed an anticipated ADAS-Cog response of 7 points at 12 weeks and 5.5 points at 26 weeks, which represents more than 2x the ADAS-Cog of donepezil alone.

ANAVEX 19-144

ANAVEX 19-144 is the sole active metabolite of ANAVEX 2-73. Like ANAVEX 2-73, pre-clinical data reveals that ANAVEX 19-144 exhibits significant anti-amnesic, neuroprotective and anticonvulsant properties in a variety of in vitro systems and specialized animal models.

In animal models, ANAVEX 19-144 controls seizures and the epileptogenesis process. Moreover, its neuroprotective properties may prevent the process that causes long-term damage to tissue and cells as well as biochemical and physiological alterations to the brain from epileptic seizures.

ANAVEX 1-41

ANAVEX 1-41 is a sigma-1 agonist. Pre-clinical tests revealed significant neuroprotective benefits (i.e., protects nerve cells from degeneration or death) through the modulation of endoplasmic reticulum, mitochondrial and oxidative stress, which damages and destroys cells and is believed by some scientists to be a primary cause of AD. In addition, in animal models, ANAVEX 1-41 prevented the expression of caspase-3, an enzyme that plays a key role in apoptosis (programmed cell death) and loss of cells in the hippocampus, the part of the brain that regulates learning, emotion and memory. These activities involve both muscarinic and sigma-1 receptor systems through a novel mechanism of action.

ANAVEX 1037

ANAVEX 1037 is designed for the treatment of prostate cancer. It is a low molecular weight, synthetic compound exhibiting high affinity for sigma-1 receptors at nanomolar levels and moderate affinity for sigma-2 receptors and sodium channels at micromolar levels. In advanced pre-clinical studies, this compound revealed antitumor potential with no toxic side effects. It has also been shown to selectively kill human cancer cells without affecting normal/healthy cells and also to significantly suppress tumor growth in immune-deficient mice models. Scientific publications describe sigma receptor ligands positively, highlighting the possibility that these ligands may stop tumor growth and induce selective cell death in various tumor cell lines. Sigma receptors are highly expressed in different tumor cell types. Binding by appropriate sigma-1 and/or sigma-2 ligands can induce selective apoptosis. In addition, through tumor cell membrane reorganization and interactions with ion channels, our drug candidates may play an important role in inhibiting the processes of metastasis (spreading of cancer cells from the original site to other parts of the body), angiogenesis (the formation of new blood vessels) and tumor cell proliferation.

Our compounds are in the pre-clinical and clinical testing stages of development, and there is no guarantee that the activity demonstrated in pre-clinical models will be shown in human testing.

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Our Target Indications

We have developed compounds with potential application to two broad categories and several specific indications. The two categories are diseases of the central nervous system, and cancer. Specific indications include:

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Competition

The pharmaceutical industry is intensely competitive.

At this time, we view our competition as biomedical development companies that are trying to discover and develop compounds to be used in the treatment of Alzheimer’s disease, and those companies already doing so. Those companies include Prana Biotechnology Ltd. (NASDAQ:PRAN), Perrigo Company PLC (NYSE:PRGO), Pfizer Inc. (NYSE:PFE), Forest Laboratories Inc. (NYSE:FRX), Novartis AG (NYSE:NVS), GlaxoSmithKline PLC (NYSE:GSK), Merck & Co. Inc. (NYSE:MRK), Eli Lilly & Co. (NYSE: LLY), Johnson & Johnson (NYSE:JNJ) and Roche Holding AG (VTX:ROG).

Each of our competitors have greater capital resources, larger overall research and development staffs and facilities, and a longer history in drug discovery and development, obtaining regulatory approval, and pharmaceutical product manufacturing and marketing than we do. With these additional resources, our competitors will be able to respond to the rapid and significant technological changes in the biotechnology and pharmaceutical industries faster than we can. Our future success will depend in large part on our ability to acquire funding for our research and development. To continue to acquire funding for our research and development, we will likely have to show progress toward our goals and we will eventually be expected to develop a compound that may result in a transaction with another pharmaceutical company.

Patents, Trademarks and Intellectual Property

We are pursuing three U.S. patent applications. The most recent of the three applications was filed July 12, 2013. On this most recent patent application, Anavex is awaiting a contractually obligated patent assignment document from one of the two named inventors.

We regard patents and other intellectual property rights as corporate assets. Accordingly, we attempt to optimize the value of intellectual property in developing our business strategy including the selective development, protection, and exploitation of our intellectual property rights.

In addition to filings made with intellectual property organizations, we protect our intellectual property and confidential information by means of carefully considered processes of communication and the sharing of information, and by the use of confidentiality and non-disclosure agreements and provisions for the same in contractor’s agreements. While no agreement offers absolute protection, such agreements provide some form of recourse in the event of disclosure, or anticipated disclosure.

Our intellectual property position, like that of many biomedical companies, is uncertain and involves complex legal and technical questions for which important legal principles are unresolved. We may file additional patent applications in the United States, or in other jurisdictions for further inventions. We may not be successful in obtaining critical claims or in protecting our potential drug compounds or processes. Even if we do obtain patents, they may not adequately protect the technology we own or have licensed. In addition, others may challenge, seek to invalidate, infringe or circumvent any patents we own or license, and rights we receive under those patents may not provide competitive advantages to us. Further, the manufacture, use or sale of our potential drug compounds may infringe the patent rights of others.

Our success will also depend in part on our ability to commercialize our compounds without infringing the proprietary rights of others. We have not conducted extensive freedom of use patent searches and no assurance can be given that patents do not exist or could not be filed which would have an adverse effect on our ability to market our technology or maintain our competitive position with respect to our technology. If our compounds or other subject matter are claimed under other existing United States or other patents or are otherwise protected by third party proprietary rights, we may be subject to infringement actions. In such event, we may challenge the validity of such patents or other proprietary rights or we may be required to obtain licenses from such companies in order to develop, manufacture or market our technology. There can be no assurances that we would be able to obtain such licenses or that such licenses, if available, could be obtained on commercially reasonable terms. Furthermore, the failure to either develop a commercially viable alternative or obtain such licenses could result in delays in marketing all of our potential drug compounds based on our drug technology or the inability to proceed with the development, manufacture or sale of potential drug compounds requiring such licenses, which could have a material adverse effect on our business, financial condition and results of operations. If we defend ourselves against charges of patent infringement or to protect our proprietary rights against third parties, substantial costs will be incurred regardless of whether we are successful. Such proceedings are typically protracted with no certainty of success. An adverse outcome could subject us to significant liabilities to third parties and force us to curtail or cease our research and development of our technology.

45

Government Approval

Regulation by governmental authorities in the United States and foreign countries is a significant factor in the development, manufacture, and expected marketing of our potential drug compounds and in potential future research and development activities. The nature and extent to which such regulation will apply to us will vary depending on the nature of any potential drug compounds developed. We anticipate that all of our potential drug compounds will require regulatory approval by governmental agencies prior to commercialization.

In particular, human therapeutic products are subject to rigorous non-clinical and clinical testing and other approval procedures of the FDA and similar regulatory authorities in other countries. Various federal statutes and regulations also govern or influence testing, manufacturing, safety, labeling, storage, and record-keeping related to such products and their marketing. The process of obtaining these approvals and the subsequent compliance with the appropriate federal statutes and regulations requires substantial time and financial resources. Any failure by us or our collaborators to obtain, or any delay in obtaining, regulatory approval could adversely affect the marketing of any potential drug compounds developed by us, our ability to receive product revenues, and our liquidity and capital resources.

The steps ordinarily required before a new drug may be marketed in the United States, which are similar to steps required in most other countries, include:

Non-clinical tests include laboratory evaluation of potential drug compound chemistry, formulation and toxicity, as well as animal studies. The results of non-clinical testing are submitted to the FDA as part of an investigational new drug application. A 30-day waiting period after the filing of each investigational new drug application is required prior to commencement of clinical testing in humans. At any time during the 30-day period or at any time thereafter, the FDA may halt proposed or ongoing clinical trials until the FDA authorizes trials under specified terms. The investigational new drug application process may be extremely costly and substantially delay the development of our potential drug compounds. Moreover, positive results of non-clinical tests will not necessarily indicate positive results in subsequent clinical trials. The FDA may require additional animal testing after an initial investigational new drug application is approved and prior to Phase III trials.

Clinical trials to support new drug applications are typically conducted in three sequential phases, although the phases may overlap. During Phase I, clinical trials are conducted with a small number of subjects to assess metabolism, pharmacokinetics, and pharmacological actions and safety, including side effects associated with increasing doses. Phase II usually involves studies in a limited patient population to assess the efficacy of the drug in specific, targeted indications; assess dosage tolerance and optimal dosage; and identify possible adverse effects and safety risks.

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If a compound is found to be potentially effective and to have an acceptable safety profile in Phase I and II evaluations, Phase III trials are undertaken to further demonstrate clinical efficacy and to further test for safety within an expanded patient population at geographically dispersed clinical trial sites.

After successful completion of the required clinical trials, a new drug application is generally submitted. The FDA may request additional information before accepting the new drug application for filing, in which case the new drug application must be resubmitted with the additional information. Once the submission has been accepted for filing, the FDA reviews the new drug application and responds to the applicant. The FDA’s requests for additional information or clarification often significantly extends the review process. The FDA may refer the new drug application to an appropriate advisory committee for review, evaluation, and recommendation as to whether the new drug application should be approved, although the FDA is not bound by the recommendation of an advisory committee.

Sales outside the United States of potential drug compounds we develop will also be subject to foreign regulatory requirements governing human clinical trials and marketing for drugs. The requirements vary widely from country to country, but typically the registration and approval process takes several years and requires significant resources. In most cases, if the FDA has not approved a potential drug compound for sale in the United States, the potential drug compound may be exported for sale outside of the United States, only if it has been approved in any one of the following: the European Union, Canada, Australia, New Zealand, Japan, Israel, Switzerland and South Africa. There are specific FDA regulations that govern this process.

Research and Development Expenses

Historically, a significant portion of our operating expenses has related to research and development. Recently, we have significantly curtailed our spending on research and development. See “Financial Statements and Supplementary Data” of this prospectus for costs and expenses related to research and development, and other financial information for fiscal years 2013 and 2012.

Scientific Advisors

We are advised by scientists and physicians with experience relevant to our Company and our product candidates. In the past twelve months, our advisors included Dr. Michael Gold, John Harrison, Ph.D., Dr, Ottavio Arancio, Ph.D., Tangui Nicolas Maurice, Ph.D., Christopher U. Missling, Ph.D., Dr. Paul Aisen, and Dr. Jeffrey Cummings.

Officers

One of our directors is engaged as an officer-employee of the Company serving in the capacity of president, secretary, treasurer, chief executive officer and chief financial officer.

Employees

We currently have one (1) full-time employee, and we retain several independent contractors on an as-needed basis. We believe that we have good relations with our employees.

Legal Proceedings

We are not currently a party to or engaged in any material legal proceedings. However, we may be subject to various claims and legal actions arising in the ordinary course of business from time to time.

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MANAGEMENT

Directors and Executive Officers

Our directors are to be elected at our annual meeting and each director elected is to hold office until his or her successor is elected and qualified. Our board of directors may remove our officers at any time.

Our directors and executive officers, their age, positions held, and duration of such, are as follows:

Name	Position	Age	Date first appointed
Christopher Missling, PhD	Director, President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer	48	July 5, 2013
Elliot Favus M.D.	Director	39	May 7, 2014
Bernd Metzner	Director	44	May 7, 2014
Athanasios Skarpelos	Director	46	January 9, 2013

Business Experience

The following is a brief account of the education and business experience of directors and executive officers during at least the past five (5) years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed.

Christopher Missling, PhD. Christopher Missling has over twenty (20) years of healthcare industry experience in big pharmaceutical, biotech industry and investment banking. Most recently, from March, 2007 until his appointment by our Company, Mr. Missling served as the head of healthcare investment banking at Brimberg & Co. in New York, New York. Also, Mr. Missling served as the Chief Financial Officer of Curis, Inc. (NASDAQ:CRIS) and ImmunoGen, Inc. (NASDAQ:IMGN). Mr. Missling earned his MS and PhD from the University of Munich and an MBA from Northwestern University Kellogg School of Management.

Elliot Favus M.D. Dr. Elliot Favus, M.D. is the Founder of Favus Institutional Research, LLC and serves as its Chief Executive Officer. Dr. Favus serves as a Business Advisor of Science House Capital. He has an expertise in Healthcare Equity Research. He has been Healthcare Equity Research Analyst at Wall Street since 2006, at Lazard Capital Markets and Och-Ziff Capital Management Group. Prior to working on Wall Street, Dr. Favus was an Instructor in Medicine at Mount Sinai School of Medicine in New York. Since 2004, he is board-certified in Internal Medicine. Dr. Favus has ten (10) years of basic science laboratory experience, working on human genetics projects at Harvard Medical School, The University of Chicago, and the University of Pittsburgh. Dr. Favus completed the NYU-Bellevue Hospital Internal Medicine Residency Program in 2004, and earned an M.D. from the University of Chicago Pritzker School of Medicine in 2001, and a B.A. from The University of Michigan in 1996.

Bernd Metzner, PhD. Bernd Metzner serves as Chief Financial Officer of the Doehler Group. Mr. Metzner served as a Member of the Executive Board at Dhler GmbH. Mr. Metzner served as the Chief Administrator and member of the Board of Management at Bayer Schering Pharma AG. Mr. Metzner held worldwide financial responsibility for the Bayer Pharma Group. In his almost 10-years with Bayer AG, Mr. Metzner also held several senior international management positions in the corporate finance organization of Bayer AG, including Chief Financial Officer of Bayer S.p.A. Italy and heading the coordination of the successful spin-off of Lanxess. Mr. Metzner started his career at the law firm Flick Gocke Schaumburg. Dr. Metzner served as Head of Finance - Bayer Italy. Mr. Metzner served as Member of the Board of Management of Bayer Schering Pharma AG since October 1, 2008. He studied business administration at the University of Siegen and, after obtaining his doctorate, he became a chartered accountant.

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Athanasios Skarpelos. Athanasios (Tom) Skarpelos is a self-employed investor with 17 years of experience working with private and public companies. For the past 10 years, he has been focused on biotechnology companies involved in drug discovery and drug development projects. Mr. Skarpelos was engaged as a consultant to our Company for one year effective August 2, 2010. His experience has led to relationships with researchers at academic institutes in Europe and North America. Mr. Skarpelos is a founder of Anavex.

Family Relationships

There are no family relationships between any director or executive officer.

Involvement in Certain Legal Proceedings

There are no material proceedings to which any director or executive officer or any associate of any such director or officer is a party adverse to our Company or has a material interest adverse to our Company.

No director or executive officer has been involved in any of the following events during the past ten years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.	being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and- desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.	being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended September 30, 2013, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied.

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Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted our policy on our website at www.anavex.com.

Audit Committee and Audit Committee Financial Experts

We do not have a standing audit committee at the present time. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our Company does not believe that it is necessary to have an audit committee at this time because management believes the functions of an audit committee can be adequately performed by the board of directors.

We do not deem either of our directors as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

Nominating and Compensation Committees

We do not have standing nominating or compensation committees, or committees performing similar functions. Our board of directors believes that it is not necessary to have a standing compensation committee at this time because the functions of such committee are adequately performed by our board of directors. Our board of directors has not adopted a charter for the compensation committee.

Our board of directors also is of the view that it is appropriate for us not to have a standing nominating committee because our board of directors has performed and is expected to perform adequately the functions of a nominating committee. Our board of directors has not adopted a charter for the nominating committee. There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. Our board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because we believe that, at this stage of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level. There are no specific, minimum qualifications that our board of directors believes must be met by a candidate recommended by our board of directors. There is neither a defined, nor a typical process of identifying and evaluating nominees for director.

Summary Compensation

The particulars of compensation paid to the following persons for the last two completed fiscal years:

a)	our principal executive officers;
b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the fiscal year ended September 30, 2013 who had total compensation exceeding $100,000; and
c)	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year, who we will collectively refer to as the named executive officers, for our fiscal years ended September 30, 2013 and 2012, are set out in the following summary compensation table:

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Other

Annual

Stock

Option

Compen-

Name and Principal

Salary

Bonus

Awards

Awards

sation

Total

Position

Year

($)

($)

($)

($)

($)

($)

Christopher

2013

60,000

Nil

1,600,000

(5)

1,002,500

Nil

2,662,500

Missling,

2012

Nil

Nil

Nil

Nil

Nil

Nil

PhD(1)

President, Chief

Executive Officer,

Chief

Financial Officer and

Director

Robert Chisholm(2)

2013

24,677

Nil

Nil

Nil

Nil

24,677

President, Chief

2012

96,217

Nil

Nil

Nil

Nil

96,217

Financial Officer and

Director

Harvey Lalach (3)

2013

Nil

Nil

Nil

Nil

Nil

Nil

Former President,

2012

130,000

Nil

75,000

18,600

Nil

223,600

Former Chief

Operating, Former

Director

George Tidmarsh (4)

2013

Nil

Nil

Nil

Nil

Nil

Nil

Former Executive

2012

42,012

Nil

15,896

33,493

Nil

91,401

Director

	(1)	Christopher Missling was appointed as director, President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer on July 5, 2013.
	(2)	Robert Chisholm was appointed President and Chief Financial Officer on June 26, 2012. Prior to that date, Mr. Chisholm served as a director to the Company. Mr. Chisholm resigned as President and Chief Financial Officer and director on January 9, 2013. These fees are included in consulting fees in our consolidated financial statements.
	(3)	Harvey Lalach was appointed President and Secretary on April 25, 2006. On August 27, 2011, Mr. Lalach was appointed Chief Operating Officer and on May 13, 2011 he was appointed interim Chief Financial Officer. Mr. Lalach resigned as an officer and director of our Company on June 26, 2012.
	(4)	George Tidmarsh was appointed as an executive director on October 12, 2011 and received consulting fees and stock option awards in his capacity as Executive Director. Mr. Tidmarsh resigned on March 17, 2012.
	(5)	Mr. Missling was granted 4,000,000 shares of restricted common stock that vest upon the occurrence of certain financial and clinical milestones. The value of stock awards issued to Christopher Missling is presented at the quoted market price of these shares on the date of issuance in accordance with FASB ASC Topic 718 for the awards that are expected to vest.

Consulting Agreements

Robert Chisholm

Effective June 26, 2012, Robert Chisholm was appointed President and Chief Financial Officer of the Company. Mr. Chisholm was remunerated at a rate of CDN$7,500 per month through a company with which he is associated. Effective January 9, 2013, Mr. Chisholm resigned from his positions as both an officer and a director and his agreement was terminated in connection therewith.

Harvey Lalach

We had a consulting agreement dated February 1, 2007 with Harvey Lalach to provide management services to our Company for consideration of $7,000 per month. The contract had a two year term, and was extended for an additional two year term expiring January 31, 2011. During the fiscal year ended September 30, 2008, we agreed to increase the compensation of Mr. Lalach to $12,500 per month. Effective February 1, 2011 we entered into a consulting agreement with Mr. Lalach whereby Mr. Lalach agreed to continue to provide management services to our Company in return for compensation of $12,500 per month for an additional two years.

Effective June 26, 2012 Mr. Lalach resigned his positions as both an officer and a director. Mr. Lalach continued to consult for the Company until September 30, 2012 and was paid $15,000. In addition, we issued an aggregate of 75,000 shares of our common stock at a deemed value of $1.00 per share to Mr. Lalach for his past services and in final settlement of his Consulting Agreement dated February 1, 2007 and we extended the expiry date to June 30, 2014 of 200,000 stock options held by Mr. Lalach.

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Dr. George Tidmarsh

Effective October 10, 2011 we entered into a consulting agreement with Dr. Tidmarsh to act as our executive director for the following consideration:

a)	a monthly consulting fee of $10,000;
b)	500,000 Share purchase options exercisable at $1.50 per option share until October 10, 2016 (subject to certain vesting provisions);
c)	reimbursement of all reasonable expenditures.

On February 9, 2012 we issued an aggregate of 8,000 units of our securities at a price of $1.25 per unit to George Tidmarsh, a former director of our Company, for his services during the month of January, 2012. Each unit consisted of one share of our common stock and one-half of one share purchase warrant. Each whole warrant is exercisable at $2.00 for one share of common stock for a period of 12 months.

On March 18, 2012 Dr. Tidmarsh delivered notice to us of his resignation as both an officer and a director. On March 21, 2012, Dr. Tidmarsh withdrew his original notice, and issued an amended notice of resignation.

Christopher Missling

In connection with Mr. Missling’s appointment as Chief Executive Officer, the Company and Mr. Missling entered into an employment agreement commencing on July 5, 2013 and ending on July 5, 2016, whereby: (a) the Company shall pay to Mr. Missling an initial monthly base salary of $20,000 with Mr. Missling being eligible for bonuses and salary increases; (b) Mr. Missling received a sign-on stock option grant; (c) Mr. Missling shall receive a restricted stock grant subject to certain vesting milestones; (d) Mr. Missling shall be able to participate in the Company’s employee benefit plans; and (e) the Company agreed to indemnify Mr. Missling in connection with his provision of services to the Company.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth for each named executive officer and director certain information concerning the outstanding equity awards as of September 30, 2013.

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Option Awards

Stock Awards

Equity

Incentive

Equity

Plan

Incentive

Awards:

Plan

Number

Awards:

Equity

of

Market or

Incentive

Unearned

Payout

Plan

Number

Shares,

Value of

Awards:

of

Market

Units or

Unearned

Number

Number of

Shares of

Value of

Other

Shares,

of

Number of

Securities

Units of

Shares or

Rights

Units or

Securities

Securities

Underlying

Stock

Units of

that

Other

Underlying

Underlying

Unexercised

Option

that have

Stock that

have

Rights that

Exercisable

Unexercisable

Unearned

Exercise

Option

not

have not

not

have not

Options

Options

Options

Price

Expiration

Vested

Vested

Vested

Vested

Name

(#)

(#)

(#)

($)

Date

(#)

($)

(#)

($)

Christopher Missling

2,000,000

Nil

Nil

0.40

July 5, 2023

4,000,000

1,600,000

Nil

Nil

Athanasios Skarpelos

Nil

Nil

Nil

N/A

N/A

Nil

N/A

Nil

N/A

Robert

Nil

Nil

Nil

N/A

N/A

Nil

N/A

Nil

N/A

Chisholm Sean Lowry Harvey Lalach

Nil 150,000 50,000

Nil Nil

Nil Nil

N/A 3.10 3.50

N/A June 30, 2014

Nil Nil

N/A N/A

Nil Nil

N/A N/A

Elliot Favus

Nil

Nil

Nil

N/A

N/A

Nil

N/A

Nil

N/A

Bernd Metzner

Nil

Nil

Nil

N/A

N/A

Nil

N/A

Nil

N/A

We have not adopted any other equity compensation plan other than our 2007 Stock Option Plan.

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, 2013:

Non-Equity

Nonqualified

Fees Earned

Stock

Option

Incentive Plan

Deferred

All Other

or Paid in

Awards

Awards

Compensation

Compensation

Compensation

Total

Name

Cash

($)

($)

($)

Earnings ($)

($)

($)

($)

Athanasios

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Skarpelos

Sean Lowry (1)

30,977

Nil

Nil

Nil

Nil

Nil

30,977

Elliot Favus

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Bernd Metzner

Nil

Nil

Nil

Nil

Nil

Nil

Nil

(1)

Sean Lowry was paid a fee for his service as chairman of the Company’s audit committee.

We reimburse our directors for expenses incurred in connection with attending board meetings.

During the fiscal year ended September 30, 2013, there were no standard arrangements pursuant to which any of our directors were compensated for services provided in their capacity as directors.

We currently have no formal plan for compensating our directors for their services in their capacity as directors, although we may elect to issue stock options to such persons in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

Resignation, Retirement, Other Termination, or Change in Control Arrangements

Our employment agreement with Christopher Missling, PhD contains provisions regarding our obligations to Mr. Missling upon his termination and upon a change of control. In the event of a change of control, as such term is defined in the employment agreement, all of the restricted stock granted to Mr. Missling shall vest. Depending on the nature of the termination of Mr. Missling’s services, certain of his salary, bonus and granted securities shall vest in the amounts at such time as set forth in the agreement. A copy of the employment agreement is set forth in its entirety as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2013.

53

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth, as of July 1, 2014, 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.

Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership	Percent of class (1)
Common Stock	Athanasios Skarpelos 2, Place du Port Geneva, Switzerland CH 1204	5,225,832 Direct	13.66%
Common Stock	Christopher Missling 51 W 52nd Street, 7th floor New York, NY 10019	2,000,000(2)	5.23%
Common Stock	Bernd Metzner 51 W 52nd Street, 7th floor New York, NY 10019	0	0%
Common Stock	Elliot Favus 51 W 52nd Street, 7th floor New York, NY 10019	0	0%
Common Stock	Directors & Executive Officers as a group (2 persons)	7,225,832	18.89%
Common Stock	Euro Genet Labs S.A. 27 Marathonos Avenue 15351 Pallini Athens, Greece	2,771,265 Direct	7.24%
Common Stock	The Stone Hedge Ltd. Maritime House Frederick Street Nassau, Bahamas	2,306,179 Direct	6.03%
Common Stock	Sphera Global Healthcare Master Fund* Sphera Funds Mgmt 21 Ha’arbaa St. Tel-Aviv, Israel	3,822,184(3)	9.99%

(1)	Percentage of ownership is based on 38,260,098 shares of our common stock issued and outstanding as of July 1, 2014. 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 Securities and Exchange 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.
(2)	Includes 2,000,000 stock options that have vested. Does not include 4,000,000 shares of restricted common stock that vest pursuant to the achievement of certain objectives.
(3)	Includes shares issuable upon conversion of the Securities up to a 9.99% limitation applicable thereto.

54

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Changes 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.

Transactions with related persons

Prior to his appointment as an officer and director of the Company, Christopher Missling, PhD was employed by the Company’s financial advisor and placement agent that participated in our July, 2013 private placement. There have been no other transactions, since October 1, 2012, 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 the average 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:

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.

Compensation of Named Executive Officers and Directors

For information regarding compensation of named executive officers and directors, please see “Item 11. Executive Compensation.”

Director Independence

We deem that Christopher Missling, PhD is not independent as that term is defined by NASDAQ 5605(a)(2) because Mr. Missling serves as our President, Chief Executive Officer, Secretary, Treasurer and Chief Financial Officer. We have also determined that Athanasios Skarpelos is not independent.

DESCRIPTION OF SECURITIES

We are authorized to issue 150,000,000 shares of common stock with a par value of $0.001. As at July 1, 2014 we had 38,260,098 common shares outstanding. Upon liquidation, dissolution or winding up of the corporation, the holders of common stock are entitled to share ratably in all net assets available for distribution to stockholders after payment to creditors. The common stock is not convertible or redeemable and has no preemptive, subscription or conversion rights. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock. Each outstanding share of common stock is entitled to one vote on all matters submitted to a vote of stockholders. There are no cumulative voting rights.

Each stockholder is entitled to receive the dividends as may be declared by our board of directors out of funds legally available for dividends and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our board of directors is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, future earnings, the operating and financial condition of our Company, its capital requirements, general business conditions and other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.

55

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Nevada Anti-Takeover Law and Charter and Bylaws Provisions

Nevada Revised Statutes sections 78.378 to 78.3793 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more shareholders, at least 100 of whom are shareholders of record and residents of the State of Nevada; and do business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute does not apply to our Company.

There are no provisions in our articles of incorporation or our bylaws that would delay, defer or prevent a change in control of our Company.

OTC Markets - OTCQB Quotation

Our common stock is quoted on the OTC Markets - OTCQB under the trading symbol “AVXL.”

PLAN OF DISTRIBUTION

Each Selling Security Holder of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the OCTQB or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Security Holder may use any one or more of the following methods when selling securities:

	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	an exchange distribution in accordance with the rules of the applicable exchange;
	privately negotiated transactions;
	settlement of short sales;
	in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of
	such securities at a stipulated price per security;
	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	a combination of any such methods of sale; or
	any other method permitted pursuant to applicable law.

The Selling Security Holders may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Security Holders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Security Holders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the Selling Security Holders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Security Holders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Security Holders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

56

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The Selling Security Holders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Security Holder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Security Holders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because Selling Security Holders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The Selling Security Holders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Security Holders.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Security Holders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Security Holders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Security Holders or any other person. We will make copies of this prospectus available to the Selling Security Holders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Our common stock is quoted on the OTCQB under the symbol “AVXL.”

LEGAL MATTERS

The validity of the securities being offered by this prospectus has been passed upon for us by Burton Bartlett & Glogovac, Reno, Nevada.

57

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EXPERTS

The financial statements as of September 30, 2013 and for the year then ended included in this Prospectus and in the Registration Statement have been so included in reliance on the report of BDO USA, LLP, an independent registered public accounting firm (the report on the financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern), appearing elsewhere herein and in the Registration Statement, given on the authority of said firm as experts in auditing and accounting.

The financial statements as of September 30, 2012 and for the year then ended included in this Prospectus and in the Registration Statement have been so included in reliance on the report of BDO Canada LLP, an independent registered public accounting firm (the report on the financial statements contains an explanatory paragraph regarding the company’s ability to continue as a going concern), appearing elsewhere herein and in the Registration Statement, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 for the shares of common stock in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

We file periodic reports under the Securities Exchange Act of 1934, including annual, quarterly and special reports, and other information with the Securities and Exchange Commission. These periodic reports and other information are available for inspection and copying at the regional offices, public reference facilities and website of the Securities and Exchange Commission referred to above.

We make available free of charge on or through our internet website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITY

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

58

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ANAVEX LIFE SCIENCES CORP.

FINANCIAL STATEMENTS

	Page
Consolidated Financial Statements For the Years Ended September 30, 2013 and 2012
Reports of Independent Registered Public Accounting Firms	F-2
Balance Sheets	F-5
Statements of Operations	F-6
Statements of Cash Flow	F-7
Statement of Changes in Capital Deficit	F-8
Notes to Financial Statements	F-14

Unaudited Interim Condensed Consolidated Financial Statements For the Six Months
Ended March 31, 2014 and 2013
Balance Sheets	F-46
Statements of Operations	F-47
Statements of Cash Flow	F-48
Statement of Changes in Capital Deficit	F-49
Notes to Financial Statements	F-56

 

59

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ANAVEX LIFE SCIENCES CORP.

(A Development Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013 and 2012

 

 

F-1

---

 

Tel: 212-885-8000 Fax: 212-697-1299 www.bdo.com

100 Park Avenue New York, NY 10017

 

Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders,
Anavex Life Sciences Corp.
(a Development Stage Company)
New York, NY

We have audited the accompanying balance sheet of Anavex Life Sciences Corp. (a corporation in the development stage) as of September 30, 2013 and the related consolidated statements of operations, cash flows, and changes in capital deficit for the year then ended and for the period from inception (January 23, 2004) to September 30, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We did not audit the consolidated statements of operations, cash flows and changes in capital deficit for the period from inception (January 23, 2004) to September 30, 2012. Such statements are included in the cumulative inception to September 30, 2013 totals of the consolidated statements of operations and cash flows and reflect total revenues and net loss of $0 and $36,954,122, respectively, of the related cumulative totals. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to amounts for the period from inception (January 23, 2004) to September 30, 2012, included in the cumulative totals, is based solely on the reports of the other auditors.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Anavex Life Sciences Corp. at September 30, 2013, and the results of its operations and its cash flows for the year then ended and for the period from inception to September 30, 2013, in conformity with accounting principles generally accepted in the United States of America.

 

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.

F-2

---

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the consolidated financial statements, the Company had an accumulated deficit of $41,204,972 and negative working capital of $1,559,211 at September 30, 2013 and incurred a net loss of $3,700,046 for the year then ended. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ BDO USA, LLP

New York, NY
December 30, 2013

F-3

---

Tel: 604  688 5421 Fax: 604  688 5132 www.bdo.ca

BDO Canada LLP 600 Cathedral Place 925 West Georgia Street Vancouver BC  V6C 3L2  Canada

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders,
Anavex Life Sciences Corp.
(a Development Stage Company)

We have audited the accompanying consolidated balance sheet of Anavex Life Sciences Corp. (the “Company”) as of September 30, 2012 and the related consolidated statements of operations, cash flows and changes in capital deficit for the year then ended and for the period from January 23, 2004 (date of inception) to September 30, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Anavex Life Sciences Corp. at September 30, 2012 and the results of its operations and its cash flows for the year then ended and for the period from January 23, 2004 (date of inception) to September 30, 2012, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements were prepared assuming that the Company will continue as a going concern. As at September 30, 2012, the Company had an accumulated deficit of $37,504,926 and had incurred a net loss of $8,301,705 for the year then ended. These conditions raised substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters were described in Note 1 to the financial statements for the period ended September 30, 2012. The financial statements did not include any adjustments that might result from the outcome of this uncertainty.

/s/ BDO Canada LLP

Chartered Accountants

Vancouver, Canada

December 28, 2012

 

 

BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

F-4

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ANAVEX LIFE SCIENCES CORP.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
September 30, 2013 and 2012

ASSETS
		2013			2012
Current
Cash	$	345,074		$	11,362
Prepaid expenses		48,375			-
Deferred financing charge		-			1,215
		393,449			12,577
Equipment		-			576
	$	393,449		$	13,153
LIABILITIES
Current
Accounts payable and accrued liabilities	$	1,741,797		$	2,589,324
Promissory notes payable		210,863			299,000
		1,952,660			2,888,324
Derivative liability		904,000			-
		2,856,660			2,888,324
CAPITAL DEFICIT
Capital stock
Authorized:           150,000,000 common shares, par value $0.001 per share     Issued and outstanding:           37,237,588 common shares (September 30, 2012 - 30,240,687)		37,238			30,241
Additional paid-in capital		38,644,523			34,599,514
Share subscriptions received		60,000			-
Deficit accumulated during the development stage		(41,204,972	)		(37,504,926	)
		(2,463,211	)		(2,875,171	)
	$	393,449		$	13,153

SEE ACCOMPANYING NOTES

F-5

---

ANAVEX LIFE SCIENCES CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
for the years ended September 30, 2013 and 2012
and for the period from January 23, 2004 (Date of Inception) to September 30, 2013

								January 23, 2004
		Year ended September 30,						(Date of Inception) to
		2013			2012			September 30, 2013
Expenses
Accounting and audit fees	$	136,758		$	139,761		$	798,872
Amortization and depreciation		576			1,858			5,631
Bank charges and interest		4,397			5,963			46,704
Consulting fees - Note 8 and 9		271,898			1,155,366			12,015,989
Insurance		16,125			10,844			75,121
Investor relations		128,575			108,138			960,282
Legal fees		176,318			142,923			846,343
Management fees - Note 8		-			-			14,625
Office and miscellaneous expense		4,019			9,147			151,703
Registration and filing fees		33,634			26,794			188,032
Rent and administration		12,000			-			236,670
Research and development - Note 9		263,847			2,653,860			12,822,796
Salaries and wages - Notes 8 and 9		1,067,294			-			1,067,294
Travel		19,695			66,837			760,850
Website design and maintenance		2,231			-			30,648
Loss before other income (expenses)		(2,137,367	)		(4,321,491	)		(30,021,560	)
Other income (expenses)
Interest and financing fees		(51,341	)		(138,341	)		(677,362	)
Accretion of debt discount		-			(98,081	)		(2,174,661	)
Change in fair value of derivative liability		15,000			67,500			(448,274	)
Debt conversion expense		-			-			(504,160	)
Loss on settlement of accounts payable		(976,880	)		-			(1,754,933	)
Loss on extinguishment of debt		(495,328	)		(3,829,333	)		(5,010,868	)
Foreign exchange gain (loss)		(54,130	)		18,041			(62,350	)
Net loss for the period	$	(3,700,046	)	$	(8,301,705	)	$	(40,654,168	)
Basic and diluted loss per share	$	(0.12	)	$	(0.29	)
Weighted average number of shares outstanding		31,908,441			28,168,784

SEE ACCOMPANYING NOTES

F-6

---

ANAVEX LIFE SCIENCES CORP.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the years ended September 30, 2013 and 2012
and for the period from January 23, 2004 (Date of Inception) to September 30, 2013

								January 23, 2004
		Year ended September 30,						(Date of Inception) to
		2013			2012			September 30, 2013
Cash Flows used in Operating Activities
Net loss for the period	$	(3,700,046	)	$	(8,301,705	)	$	(40,654,168	)
Adjustments to reconcile net loss to net cash used in operations:
Amortization and depreciation		576			1,858			5,631
Accretion of debt discount		-			98,081			2,174,661
Stock-based compensation		1,002,500			302,208			5,845,047
Amortization of deferred financing charge		1,215			62,399			163,927
Change in fair value of derivative liability		(15,000	)		(67,500	)		448,274
Consulting expense recorded in exchange for shares to be issued		-			-			236,337
Common shares issued for consulting expenses		-			15,895			406,405
Promissory note issued for severance		-			-			71,500
Common shares issued for severance		-			75,000			415,600
Common shares issued for research and development expenses		-			-			800,000
Management fees contributed		-			-			14,625
Debt conversion expense		-			-			504,160
Loss on settlement of accounts payable		976,880			-			1,754,933
Loss on extinguishment of debt		495,328			3,829,333			5,010,868
Rent contributed		-			-			3,750
Unrealized foreign exchange		(4,937	)		-			(4,937	)
Changes in non-cash working capital balances related to operations:
VAT recoverable		-			809			-
Prepaid expenses		-			9,630			-
Accounts payable and accrued liabilities		465,911			2,281,052			6,238,459
Net cash used in operating activities		(777,573	)		(1,692,940	)		(16,564,928	)
Cash Flows used in Investing Activities
Acquisition of equipment		-			-			(5,631	)
Net cash used in investing activities		-			-			(5,631	)
Cash Flows provided by Financing Activities
Issuance of common shares, net of share issue costs		801,285			996,250			11,048,118
Share subscriptions received		60,000			-			60,000
Proceeds from promissory notes		250,000			581,500			5,649,000
Financing fees		-			(8,150	)		(108,150	)
Repayment of promissory note		-			-			(100,000	)
Due to related parties		-			-			33,665
Shareholder advances		-			-			333,000
Net cash provided by financing activities		1,111,285			1,569,600			16,915,633
Increase (decrease) in cash during the period		333,712			(123,340	)		345,074
Cash, beginning of period		11,362			134,702			-
Cash, end of period	$	345,074		$	11,362		$	345,074

Supplemental Cash Flow Information - Note 11

SEE ACCOMPANYING NOTES

F-7

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Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to September 30, 2013

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Capital stock issued for cash on January 23, 2004 - at $0.0033		12,000,000		$	12,000		$	28,000		$	-		$	-		$	40,000
Net loss from January 23, 2004 to September 30, 2004		-			-			-			-			(14,395	)		(14,395	)
Balance, September 30, 2004		12,000,000			12,000			28,000			-			(14,395	)		25,605
Capital stock issued for cash on December 31, 2004 - at $0.0033
		7,200,000			7,200			16,800			-			-			24,000
Management fees contributed		-			-			13,000			-			-			13,000
Rent contributed		-			-			3,000			-			-			3,000
Net loss for the year		-			-			-			-			(91,625	)		(91,625	)
Balance, September 30, 2005		19,200,000			19,200			60,800			-			(106,020	)		(26,020	)
Management fees contributed		-			-			1,625			-			-			1,625
Rent contributed		-			-			750			-			-			750
Debt forgiven by directors		-			-			33,666			-			-			33,666
Net loss for the year		-			-			-			-			(25,532	)		(25,532	)
Balance, September 30, 2006		19,200,000			19,200			96,841			-			(131,552	)		(15,511	)
Capital stock issued for research and development services on September 24, 2007 - at $3.60		222,222			222			799,778			-			-			800,000
Capital stock issued for settlement of loan payable on September 25, 2007 - at $3.60		92,500			93			332,907			-			-			333,000
Net loss for the year		-			-			-			-			(1,579,993	)		(1,579,993	)
Balance, September 30, 2007		19,514,722		$	19,515		$	1,229,526		$	-		$	(1,711,545	)	$	(462,504	)

SEE ACCOMPANYING NOTES

F-8

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Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to September 30, 2013

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Balance, September 30, 2007 - brought forward		19,514,722		$	19,515		$	1,229,526		$	-		$	(1,711,545	)	$	(462,504	)
Capital stock issued for cash on December 10, 2007 - at $3.50		150,000			150			524,850			-			-			525,000
Capital stock issued for consulting services on December 18, 2007 - at $3.86		50,000			50			192,950			-			-			193,000
Capital stock issued in settlement of debt on December 18, 2007 - at $4.50		10,000			10			44,990			-			-			45,000
Stock-based compensation for shares issued at a discount		-			-			65,000			-			-			65,000
Capital stock issued for severance on May 15, 2008 - at $5.24		65,000			65			340,535			-			-			340,600
Common shares to be issued for consulting services		-			-			-			252,599			-			252,599
Common stock issued for consulting services on August 19, 2008 - at $5.07		25,000			25			126,725			(126,750	)		-			-
Capital stock issued for cash on August 19, 2008 - at $4.25		142,698			142			606,325			-			-			606,467
Stock-based compensation		-			-			1,493,937			-			-			1,493,937
Net loss for the year		-			-			-			-			(5,351,269	)		(5,351,269	)
Balance, September 30, 2008		19,957,420		$	19,957		$	4,624,838		$	125,849		$	(7,062,814	)	$	(2,292,170	)

SEE ACCOMPANYING NOTES

F-9

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Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to September 30, 2013

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Balance, September 30, 2008 - brought forward		19,957,420		$	19,957		$	4,624,838		$	125,849		$	(7,062,814	)	$	(2,292,170	)
Stock-based compensation		-			-			812,336			-			-			812,336
Capital stock issued for consulting services on November 20, 2008 - $2.63		25,000			25			65,725			(65,750	)		-			-
Capital stock issued for consulting services on February 20, 2009 - $2.50		25,000			25			62,475			(62,500	)		-			-
Capital stock issued for cash on March 6, 2009 - at $2.25		89,148			89			200,494			-			-			200,583
Capital stock issued for consulting services on March 20, 2009 - at $2.00		2,500			3			4,997			-			-			5,000
Capital stock issued for cash on March 20, 2009 - at $2.25		10,800			11			24,289			-			-			24,300
Capital stock issued for cash on June 11, 2009 - at $2.25		36,000			36			80,964			-			-			81,000
Capital stock issued for services on June 11, 2009 - at $2.25		29,227			29			65,731			-			-			65,760
Capital stock issued for cash on June 19, 2009 - at $2.25		495,556			496			1,114,504			-			-			1,115,000
Capital stock issued for finders' fees on June 26, 2009 - at $2.51		22,222			22			55,755			-			-			55,777
Shares to be issued for consulting services - Note 8		-			-			-			236,337			-			236,337
Capital stock issued for cash on August 19, 2009 - at $2.25		128,888			129			289,869			-			-			289,998
Less: Finders fees								(72,850	)		-			-			(72,850	)
Beneficial conversion features on convertible debt issuances		-			-			333,056			-			-			333,056
Extinguishment of debt		-			-			487,469			-			-			487,469
Cancellation of common shares		(75,000	)		(75	)		234,011			(233,936	)		-			-
Share subscriptions received		-			-			-			300,000			-			300,000
Net loss for the year		-			-			-			-			(5,499,419	)		(5,499,419	)
Balance, September 30, 2009		20,746,761		$	20,747		$	8,383,663		$	300,000		$	(12,562,233	)	$	(3,857,823	)

SEE ACCOMPANYING NOTES

F-10

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Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to September 30, 2013

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Balance, September 30, 2009 - brought forward		20,746,761		$	20,747		$	8,383,663		$	300,000		$	(12,562,233	)	$	(3,857,823	)
Cumulative effect of accounting changes		-			-			(333,056	)		-			(550,804	)		(883,860	)
Capital stock issued for cash on October 2, 2009 - at $2.25		266,666			267			599,733			(300,000	)		-			300,000
Capital stock issued in settlement of promissory note on February 2, 2010 - at $2.02		49,505			49			99,951			-			-			100,000
Capital stock issued for cash on April 9, 2010 - at $2.60		92,499			93			240,405			-			-			240,498
Capital stock issued in settlement of debt on April 30, 2010 - at $2.85		9,825			9			27,991			-			-			28,000
Finders' fees paid in cash		-			-			(24,050	)		-			-			(24,050	)
Capital stock issued for cash on June 29, 2010 - at $2.50		941,000			941			2,351,559			-			-			2,352,500
Finders' fees paid in cash		-			-			(206,500	)		-			-			(206,500	)
Capital stock issued in settlement of debt on July 5, 2010 - at $2.50		400,000			400			999,600			-			-			1,000,000
Capital stock issued for cash on September 3, 2010 - at $2.75		163,000			163			448,087			-			-			448,250
Capital stock issued for finders' fees on September 3, 2010 - at $2.75		9,000			9			(9	)		-			-			-
Finders' fees paid in cash		-			-			(15,125	)		-			-			(15,125	)
Shares issud on conversion of promissory note on September 30, 2010 - at $2.25		328,058			328			737,802			-			-			738,130
Shares issud on conversion of promissory note on September 30, 2010 - at $2.35		510,638			511			1,199,489			-			-			1,200,000
Reclassification of dervative liability on modification of note		-			-			3,144,520			-			-			3,144,520
Settlementterms of accounts payable		-			-			444,000			-			-			444,000
Stock-based compensation		-			-			770,055			-			-			770,055
Equity component of convertible promissory note		-			-			44,220			-			-			44,220
Net loss for the year		-			-			-			-			(8,783,037	)		(8,783,037	)
Balance, September 30, 2010		23,516,952		$	23,517		$	18,912,335		$	-		$	(21,896,074	)	$	(2,960,222	)

SEE ACCOMPANYING NOTES

F-11

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Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to September 30, 2013

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Balance, September 30, 2010 - brought forward		23,516,952		$	23,517		$	18,912,335		$	-		$	(21,896,074	)	$	(2,960,222	)
Capital stock issued for cash on November 18, 2010 - at $2.75		393,846			393			1,082,682			-			-			1,083,075
Less: Share issue costs		-			-			(65,363	)		-			-			(65,363	)
Capital stock issued for finders' fees on November 18, 2010 - at $2.75		3,636			4			(4	)		-			-			-
Shares issued on the conversion of promissory note on November 18, 2010 - at $2.25		853,075			853			1,918,565			-			-			1,919,418
Debt conversion expense		-			-			504,160			-			-			504,160
Shares issued on the conversion of a promissory note on November 18, 2010 - at $4.12		145,063			145			597,515			-			-			597,660
Capital stock issued in settlement of debt on November 18, 2010 - at $4.12		181,818			182			748,908			-			-			749,090
Capital stock issued for cash on November 25, 2010 - at $3.35		29,851			30			99,970			-			-			100,000
Capital stock issued for finders' fees on on November 25, 2010 - at $3.35		2,985			3			(3	)		-			-			-
Capital stock issued for cash on February 1, 2011 - at $3.75
		61,014			61			228,739			-			-			228,800
Capital stock issued for cash on May 3, 2011 - at $3.00		33,334			34			99,966			-			-			100,000
Capital stock issued on exercise of warrants for cash on June 19, 2011 - at $2.25		700,000			700			1,574,300			-			-			1,575,000
Equity units issued in settlement of an account payable on September 28, 2011		650,000			650			1,059,313									1,059,963
Stock-based compensation		-			-			1,273,162			-			-			1,273,162
Net loss for the period		-			-			-			-			(7,307,147	)		(7,307,147	)
Balance, September 30, 2011		26,571,574		$	26,572		$	28,034,245		$	-		$	(29,203,221	)	$	(1,142,404	)

SEE ACCOMPANYING NOTES

F-12

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Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to September 30, 2013

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Balance, September 30, 2011 - brought forward		26,571,574		$	26,572		$	28,034,245		$	-		$	(29,203,221	)	$	(1,142,404	)
Capital stock issued for cash on December 6, 2011 - at $1.25		615,600			616			768,884			-			-			769,500
Less: Share issue costs		-			-			(77,000	)		-			-			(77,000	)
Capital stock issued for cash on February 9, 2012 - at $1.25		270,000			270			337,230			-			-			337,500
Less: Share issue costs		-			-			(33,750	)		-			-			(33,750	)
Equity units issued for services on February 9, 2012 - at $1.99		8,000			8			15,888			-			-			15,896
Equity units issued for settlement of loans payable on May 31, 2012		2,700,513			2,700			5,176,884			-			-			5,179,584
Capital stock issued for services on July 12, 2012 - at $1.00		75,000			75			74,925			-			-			75,000
Stock-based compensation		-			-			302,208			-			-			302,208
Net loss for the period		-			-			-			-			(8,301,705	)		(8,301,705	)
Balance, September 30, 2012		30,240,687			30,241			34,599,514			-			(37,504,926	)		(2,875,171	)
Equity units issued for settlement of loans payable on July 5, 2013 - Note 5		4,208,910			4,209			2,563,011			-			-			2,567,220
Capital stock issued for cash on July 5, 2013 - at $0.40 - Note 6		2,196,133			2,196			563,257			-			-			565,453
Less: Share issue costs								(112,174	)		-			-			(112,174	)
Initial purchase shares issued under equity line on July 5, 2013 - at $0.40 - Note 7		591,858			592			99,750			-			-			100,342
Less: Share issue costs		-			-			(71,335	)		-			-			(71,335	)
Common stock to be issued for cash - at $0.50		-			-			-			60,000			-			60,000
Stock-based compensation		-			-			1,002,500									1,002,500
Net loss for the period		-			-			-			-			(3,700,046	)		(3,700,046	)
Balance, September 30, 2013		37,237,588		$	37,238		$	38,644,523		$	60,000		$	(41,204,972	)	$	(2,463,211	)

SEE ACCOMPANYING NOTES

F-13

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012

Note 1	Business Description, Basis of Presentation and Liquidity
	Business
	Anavex Life Sciences Corp. (the “Company”) is a pharmaceutical company engaged in the development of drug candidates.
	The Company’s lead compound, ANAVEX 2-73 is being developed to treat Alzheimer’s disease through disease modification.
	In pre-clinical studies conducted in France, and in Greece, ANAVEX 2-73 demonstrated anti- amnesic and neuroprotective properties. Based on these pre-clinical studies, the Company sponsored a Phase 1 single ascending dose study of ANAVEX 2-73, which was initiated and completed in 2011. This study was conducted in Germany in collaboration with ABX-CRO Advanced Pharmaceutical Services. The study indicated that ANAVEX 2-73 was well tolerated by study subjects in doses up to 55mg. During the year ended September 30, 2013, clinical trials had been delayed due to lack of funding. On July 5, 2013, the Company completed the closing of a private placement offering and a $10,000,000 purchase agreement (Note 7), the proceeds from which the Company will use to further its business plan and clinical trials of ANAVEX 2-73.
	The Company plans to initiate a multiple ascending dose study of ANAVEX 2-73 in the first half of fiscal year 2014. Additionally we intend to identify and initiate discussions with potential partners in the next 12 months. Further, we may acquire or develop new intellectual property and assign, license, or otherwise transfer our intellectual property to further our goals.
	Basis of Presentation and Liquidity
	These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the instructions to Form 10-K.

F-14

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 2

Note 1	Business Description, Basis of Presentation and Liquidity – (cont’d)
	These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. Realization values may be substantially different from carrying values as shown, and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2013, the Company had an accumulated deficit of $41,204,972 (2012 - $37,504,926), had a working capital deficit of $1,559,211 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this but considers obtaining additional funds by equity financing and/or from issuing promissory notes. Management expects the Company's cash requirement over the next twelve months to be approximately $6,000,000. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.
Note 2	Summary of Significant Accounting Policies

	a)	Use of Estimates
		The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America 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 deferred income tax asset valuations, asset impairment, conversion features embedded in convertible notes payable, derivative valuations, stock 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.

F-15

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 3

Note 2

Summary of Significant Accounting Policies – (cont’d)

	b)	Principles of Consolidation
		These consolidated financial statements include the accounts of Anavex Life Sciences Corp. and its wholly-owned subsidiary, Anavex Life Sciences (France) SA, a company incorporated under the laws of France. All inter-company transactions and balances have been eliminated.
	c)	Development Stage Company
		The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. All losses accumulated since inception have been considered as part of the Company’s development stage activities.
	d)	Equipment
		Equipment is recorded at cost and is depreciated at 33% per annum on the straight-line basis.
	e)	Impairment of Long-Lived Assets
		The Company reviews the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.
	f)	Financial Instruments
		The carrying value of the Company’s financial instruments, consisting of cash and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of such instruments. Based on borrowing rates currently available to the Company for similar terms and based on the short term duration of the debt instruments, the carrying value of the promissory notes payable approximate their fair value. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

F-16

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 4

Note 2

Summary of Significant Accounting Policies – (cont’d)

	g)	Foreign Currency Translation
		The functional currency of the Company is the US dollar. Monetary items denominated in a foreign currency are translated into US dollars at exchange rates prevailing at the balance sheet date and non-monetary items are translated at exchange rates prevailing when the assets were acquired or obligations incurred. Foreign currency denominated expense items are translated at exchange rates prevailing at the transaction date. Unrealized gains or losses arising from the translations are credited or charged to income in the period in which they occur.
	h)	Research and Development Expenses
		Research and developments costs are expensed as incurred. These expenses are comprised of the costs of the Company’s proprietary research and development efforts, including salaries, facilities costs, overhead costs and other related expenses as well as costs incurred in connection with third-party collaboration efforts. Milestone payments made by the Company to third parties are expensed when the specific milestone has been achieved.
		In addition, the Company incurs expenses in respect of the acquisition of intellectual property relating to patents. The probability of success and length of time to developing commercial applications of the drugs subject to the acquired patents and trademarks is difficult to determine and numerous risks and uncertainties exist with respect to the timely completion of the development projects. There is no assurance the acquired patents will ever be successfully commercialized. Due to these risks and uncertainties, the acquisition costs of patents do not meet the definition of an asset and thus are expensed as incurred.
	i)	Income Taxes
		The Company has adopted the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

F-17

---

Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 5

Note 2

Summary of Significant Accounting Policies – (cont’d)

	i)	Income Taxes – (cont’d)
		The Company has adopted the provisions of FASB ASC 740 "Income Taxes" regarding accounting for uncertainty in income taxes. The Company initially recognizes tax positions in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the position and all relevant facts. Application requires numerous estimates based on available information. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, and its recognized tax positions and tax benefits may not accurately anticipate actual outcomes. As additional information is obtained, there may be a need to periodically adjust the recognized tax positions and tax benefits. These periodic adjustments may have a material impact on the consolidated statements of operations.
	j)	Basic and Diluted Loss per Share
		The basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. For the year ended September 30, 2013, loss per share excludes 12,224,479 (2012 – 6,025,141) potentially dilutive common shares (related to outstanding options and warrants) as their effect was anti-dilutive.

F-18

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 6

Note 2

Summary of Significant Accounting Policies – (cont’d)

	k)	Stock-based Compensation
		The Company accounts for all stock-based payments and awards under the fair value based method.
		Stock-based payments to non-employees are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The fair value of stock-based payments to non-employees is periodically re-measured until the counterparty performance is complete, and any change therein is recognized over the vesting period of the award and in the same manner as if the Company had paid cash instead of paying with or using equity based instruments. Compensation costs for stock-based payments with graded vesting are recognized on a straight-line basis. The cost of the stock-based payments to non- employees that are fully vested and non-forfeitable as at the grant date is measured and recognized at that date, unless there is a contractual term for services in which case such compensation would be amortized over the contractual term.
		The Company accounts for the granting of share purchase options to employees using the fair value method whereby all awards to employees will be recorded at fair value on the date of the grant. The fair value of all share purchase options are expensed over their vesting period with a corresponding increase to additional paid-in capital.
		The Company uses the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of the grant. Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimates.
	l)	Fair Value Measurements
		The fair value hierarchy under GAAP is based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

	Level 1 -	quoted prices (unadjusted) in active markets for identical assets or liabilities;
	Level 2 -	observable inputs other than Level I, 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.

F-19

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 7

Note 2

Summary of Significant Accounting Policies – (cont’d)

	l)	Fair Value Measurements – (cont’d)
		The book value of cash and accounts payable and accrued liabilities approximate their fair values due to the short term maturity of those instruments. Based on borrowing rates currently available to the Company under similar terms, the book value of promissory notes payable approximates their fair values. The Company’s promissory notes payable are based on Level 2 inputs in the ASC 820 fair value hierarchy.
		At September 30, 2013, the Company’s Level 3 liabilities consisted of share purchase warrants that are required to be accounted for as liabilities pursuant to ASC 815 because the terms of the warrants contain provisions that are in violation of the fixed for fixed criteria of that guidance.
		The Company calculated the fair value at the inception of these contracts and as at September 30, 2013 using the binomial option pricing model to determine the fair value, using the following assumptions:

			At September
		At inception	30, 2013
	Risk-free interest rate	0.28%	0.10%
	Expected life (years)	1.49	1.25
	Expected volatility	81.57%	77.51%
	Stock price	$0.61	$0.65
	Dividend yields	0.00%	0.00%

Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). There were no assets or liabilities measured at fair value on a nonrecurring basis during the periods ended September 30, 2013 and 2012.

F-20

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 8

Note 2

Summary of Significant Accounting Policies – (cont’d)

	m)	Derivative Liabilities
		The Company evaluates its financial instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815 Derivatives and Hedging. The result of this accounting treatment is that the fair value of the embedded derivative is marked- to-market at each balance sheet date and recorded as a liability and the change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.
		The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Derivative instruments that become subject to reclassification are reclassified at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not settlement of the derivative instrument is expected within 12 months of the balance sheet date.
		The Company uses the binomial option pricing model to value derivative liabilities. This model uses Level 3 inputs in the fair value hierarchy established by ASC 820 Fair Value Measurement.
	n)	Recent Accounting Pronouncements
		There are no new accounting pronouncements that the Company recently adopted or are pending the Company’s adoption that are expected to have a material impact on the company’s results of operations, financial position or cash flows.

F-21

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 9

Note 3

Equipment

						September 30, 2013
						Accumulated
			Cost			Depreciation			Net
	Computer equipment	$	5,631		$	5,631		$	-

						September 30, 2012
						Accumulated
			Cost			Depreciation			Net
	Computer equipment	$	5,631		$	5,055		$	576

Note 4	Derivative Liabilities
	During the year ended September 30, 2013, the Company issued an aggregate of 6,448,966 share purchase warrants that are required to be accounted for as liabilities pursuant to ASC 815 because the terms of the warrants contain provisions that are in violation of the fixed for fixed criteria of that guidance such that the warrant agreements provide the holder with a full ratchet down adjustment to the exercise price such that in the event the Company, during the term of the warrants, issues common stock or common stock equivalents at a price per share lower than the exercise price of the warrants, the exercise price of the warrants will be adjusted to equal the price at which the new common stock or common stock equivalents are issued.
	At September 30, 2013, these share purchase warrants were still outstanding and were being accounted for as liabilities carried at fair value.
	During the year ended September 30, 2012, the Company had derivative liabilities that consisted of embedded conversion features in the Company’s convertible promissory notes.
	Pursuant to the guidance of ASC 815, these derivative instruments are required to be recorded as liabilities on the balance sheet measured at fair value and are marked-to-market at each balance sheet date with the change in fair value being recorded in the consolidated statements of operations as other income or expense.

F-22

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 10

Note 4	Derivative Liabilities – (cont’d)
	A summary of the Company’s derivative liabilities for the years ended September 30, 2013 and 2012 is as follows:

			2013			2012
	Balance, beginning of the period	$	-		$	67,500
	Fair value at issuance of derivative liability		919,000			-
	Change in fair value of derivative liability		(15,000	)		(67,500	)
	Balance, end of the period	$	904,000		$	-

The convertible promissory notes containing embedded conversion features that were required to be separately accounted for as derivative liabilities matured during the year ended September 30, 2012 and consequently, the liability was extinguished as at September 30, 2012.

F-23

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 11

Note 5

Promissory Notes Payable

			September 30,
			2013			2012
	Promissory note dated June 6, 2012 bearing interest at 8% per annum, due on demand	$	-		$	49,000
	Promissory note dated June 26, 2012 bearing interest at 8% per annum, due on demand		-			250,000
	Promissory note dated December 31, 2012 bearing interest at 12% per annum, due on December 31, 2013		100,000			-
	Promissory note dated January 9, 2013 with a principal balance of $84,060 (CDN$86,677), bearing interest at 12% per annum, secured by all the present and future assets of the Company; due on demand		84,060			-
	Promissory note dated January 9, 2013 with a principal balance of $26,803 (CDN$27,639), bearing interest at 12% per annum, secured by all the present and future assets of the Company; due on demand		26,803			-
			210,863			299,000
	Less: current portion		(210,863	)		(299,000	)
		$	-		$	-

On June 6, 2012, the Company issued a promissory note having a principal balance of $49,000 with terms that included interest at 8% per annum and matured on December 3, 2012. On July 5, 2013, this note, along with accrued interest of $3,200, was settled in exchange for 130,501 units of the Company. Each unit consisted of one share of common stock of the Company and one share purchase warrant, with each warrant entitling the holder thereof to purchase one share of common stock at a price of $0.75 per share for a period of five years from the date of issuance. In connection with the issuance of this note, the Company paid a finder’s fee totaling $4,900 which was deferred and amortized to income using the effective interest method over the terms of the note. As at September 30, 2013, there remained an unamortized balance of $Nil (September 30, 2012: $1,215) in respect of this deferred financing charge.

On June 26, 2012, the Company issued a promissory note having a principal balance of $250,000 with terms that included interest at 8% per annum and matured on March 31, 2013. On July 5, 2013, this note, along with accrued interest of $15,233, was settled in exchange for 663,082 units of the Company. Each unit consisted of one share of common stock of the Company and one share purchase warrant, with each warrant entitling the holder thereof to purchase one share of common stock at a price of $0.75 per share for a period of five years from the date of issuance.

F-24

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 12

Note 5	Promissory Notes Payable – (cont’d)
	On October 17, 2012, the Company issued a promissory note having a principal balance of $150,000 with terms that included interest at 8% per annum and matured on March 31, 2013. On July 5, 2013, this note, along with accrued interest of $5,425 was settled in exchange for 388,562 units of the Company. Each unit consisted of one share of common stock of the Company and one share purchase warrant, with each warrant entitling the holder thereof to purchase one share of common stock at a price of $0.75 per share for a period of five years from the date of issuance.
	On November 14, 2012, the Company issued a promissory note having a principal balance of $50,000 with terms that included interest at 8% per annum and matured on March 31, 2013. On July 5, 2013, this note, along with accrued interest of $1,501 was settled in exchange for 128,753 units of the Company. Each unit consisted of one share of common stock of the Company and one share purchase warrant, with each warrant entitling the holder thereof to purchase one share of common stock at a price of $0.75 per share for a period of five years from the date of issuance.
	On December 31, 2012, the Company issued a promissory note having a principal balance of $100,000 with terms that included interest at 12% per annum and matured on June 30, 2013, in exchange for an accounts payable owing in respect of unpaid consulting fees. This note was not repaid on June 30, 2013 and the maturity date has been extended to December 31, 2013.
	On February 8, 2013, the Company issued a promissory note having a principal balance of $50,000 with terms that included interest at 10% per annum and matured on June 8, 2013. On July 5, 2013, this note, along with accrued interest of $699 was settled in exchange for 126,747 units of the Company. Each unit consisted of one share of common stock of the Company and one share purchase warrant, with each warrant entitling the holder thereof to purchase one share of common stock at a price of $0.75 per share for a period of five years from the date of issuance.

F-25

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 13

Note 5	Promissory Notes Payable – (cont’d)
	On January 9, 2013, the Company issued two promissory notes (the “Secured Notes”);

	a)	The Company issued a promissory note in the amount of $87,865 (CDN$86,677) to the former President, Secretary, Treasurer, CFO and director of the Company (the “President”) in exchange for unpaid consulting fees owing to the President. The note is bearing interest at 12% per annum and was due June 30, 2013.
	b)	The Company issued a promissory note in the amount of $28,017 (CDN$27,639) to a former director of the Company (the “Director”) in exchange for unpaid consulting fees owing to the Director. The note is bearing interest at 12% per annum and was due June 30, 2013.

The Secured Notes are secured by a right to delay the transfer of any or all of the Company’s assets until the obligations of the Secured Notes are satisfied, including a restriction on the transfer of cash by the Company and a security interest over the intellectual property of the Company. The security interests of the Secured Notes is ranked senior to any and all security interests granted prior to the issuance of the notes and to all subsequent security interests granted, unless the holders agree in writing to other terms.

In addition, if the promissory notes are not repaid within 10 days of their maturity dates, they shall bear late fees in addition to interest accruing, at a rate of $100 per day per note.

In an event of default by the Company under the terms of the promissory notes, the notes shall bear additional late fees of $500 per day per note.

Subsequent to the issuance of these promissory notes, the President resigned as President, Secretary, Treasurer, CFO and director of the Company and the Director resigned as director of the Company.

The Company did not repay the notes on June 30, 2013. The Company has disputed the issuance of the Secured Notes and should there be an attempt to enforce the Secured Notes or collection on them, the Company will consider a legal remedy. The Company had not accrued any late fees in connection with these promissory notes as at September 30, 2013 as the Company does not consider these amounts to be legally enforceable.

F-26

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 14

Note 5	Promissory Notes Payable – (cont’d)
	Extinguishment of promissory notes payable and accounts payable
	On July 5, 2013, the Company issued equity units in settlement of certain of its promissory notes and trade accounts payable. Each unit consisted of one common share and common share purchase warrant entitling the holder to purchase an additional common share at $0.75 until July 5, 2018.
	The promissory note and accounts payable settlements are summarized as follows:

Amount Settled									Units issued
						Accrued									Loss on
Date of Note			Principal			Interest			Number			Fair Value			Settlement
Promissory notes payable
June 6, 2012			49,000			3,200			130,501			98,205			46,005
June 26, 2012			250,000			15,233			663,082			498,972			233,739
October 17, 2012			150,000			5,425			388,562			292,394			136,969
November 14, 2012			50,000			1,501			128,753			96,887			45,386
February 8, 2013			50,000			699			126,747			95,377			44,678
			549,000			26,058			1,437,645			1,081,835		$	506,777
Accounts payable			1,108,506			-			2,771,265			2,085,386			976,880
		$	1,657,506		$	26,058			4,208,910		$	3,167,221		$	1,483,657

The fair value of each unit issued was determined to be $0.753 determined by aggregating (i) the fair value of $0.61 for the Company’s common shares based on their quoted market price on the date of settlement and (ii) the fair value of $0.143 for each warrant included in the Company’s units. The fair value of the Company’s warrants was determined using the binomial option pricing model with the following assumptions:

Stock price	$0.61
Exercise price	$0.75
Expected volatility	81.57%
Risk-free discount rate	0.28%
Expected term	1.49 years
Expected dividend yield	0.00%

The loss on settlement of debt was reduced by an amount of $11,449 relating to the interest that accrued on the promissory notes that was forgiven upon settlement of the notes payable in exchange for shares.

F-27

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 15

Note 6	Capital Stock
	On May 24, 2006, the board of directors approved a six (6) for one (1) forward split of the authorized issued and outstanding common stock. The Company’s authorized capital increased from 25,000,000 shares of common stock to 150,000,000 shares of common stock.
	On September 24, 2007, the Company issued 222,222 common shares at $3.60 per share for a total of $800,000 for research and development expenses. The common shares were recorded based upon the quoted market price of the Company’s common stock on the agreement date.
	On September 25, 2007, the Company settled a loan payable in the amount of $333,000 by issuing 92,500 common shares at $3.60 per share, being the quoted market price of the Company’s common stock on the settlement date.
	On December 10, 2007, the Company issued 150,000 units at $3.50 per unit for proceeds of $525,000. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at $5.00 per share until December 10, 2009.
	On December 18, 2007, the Company issued 10,000 shares at $4.50 per share for a total of $45,000 pursuant to an agreement to settle a debt and issued 50,000 shares at $3.86 per share for a total of $193,000 pursuant to a consulting agreement. The Company recorded compensation expense of $65,000 in respect of these issuances based on the excess of the fair value of these shares over the balances at which they were recorded by the Company.
	On May 15, 2008, the Company issued 65,000 common shares at $5.24 per share for a total of $340,600 to its former CEO in accordance with the terms of a severance agreement upon the termination of his services. The common shares were recorded based upon the quoted market price of the Company’s common stock on the agreement date.
	On August 19, 2008, the Company issued 25,000 common shares at $5.07 per share for a total of $ 126,750 to a director of the Company pursuant to an agreement to provide consulting services. The common shares were recorded based upon the quoted market price of the Company’s common stock on the agreement date.
	On August 19, 2008, the Company issued 142,698 units at $4.25 per unit for proceeds of $606,467 pursuant to private placement agreements. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at $5.00 per share until August 19, 2009.
	On November 20, 2008, the Company issued 25,000 common shares at $2.63 per share for a total of $65,750 to a director of the Company pursuant to an agreement to provide consulting services. The common shares were recorded based upon the quoted market price of the Company’s common stock on the issuance date.
	On February 20, 2009, the Company issued 25,000 common shares at $2.50 per share for a total of $62,500 to a director of the Company pursuant to an agreement to provide consulting services. The common shares were recorded based upon the quoted market price of the Company’s common stock on the issuance date.

F-28

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 16

Note 6	Capital Stock – (cont’d)
	On March 6, 2009, the Company issued 89,148 units at $2.25 per unit for proceeds of $200,583 pursuant to private placement agreements. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at $4.00 per share until March 6, 2010.
	On March 20, 2009, the Company issued 10,800 units at $2.25 per unit for proceeds of $24,300 pursuant to private placement agreements. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at $4.00 per share until March 20, 2010.
	On March 20, 2009, the Company issued 2,500 common shares at $2.00 per share for a total of $5,000 to a public relations consultant pursuant to an agreement to provide consulting services. The common shares were recorded based upon the quoted market price of the Company’s common stock on the issuance date.
	On May 14, 2009, the Company entered into a revised consulting agreement with a director whereby the consultant returned 75,000 common shares to the Company for cancellation. The return of shares was recorded in the same amount at which they were originally issued. On June 11, 2009 the Company issued 36,000 units at $2.25 per unit for proceeds of $81,000 pursuant to private placement agreements. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at $4.00 per share until June 11, 2010. The Company paid finders’ fees in the amount of $8,100 in relation to this private placement.
	On June 11, 2009 the Company issued 29,227 common shares at $2.25 per share for service rendered by consultants. The common shares were recorded based upon the fair value of the Company’s common stock on the issuance date of the shares.
	On June 19, 2009, the Company issued 495,556 units at $2.25 per unit for total proceeds of $1,115,000 pursuant to private placement agreements. Each unit consisted of one common share and one and one-half of a common share purchase warrant entitling the holder to purchase additional common shares at $2.25 per share until June 19, 2011.
	On June 26, 2009, the Company issued 22,222 common shares at $2.51 per share for finder’s fees related to the issuance of a $500,000 note payable. The common shares were recorded based upon the quoted market price of the Company’s common stock on the issue date.
	On August 19, 2009, the Company issued 128,888 units at $2.25 per unit for total proceeds of $289,998. Of these placements, 40,000 units consisted of one common share and one share purchase warrant entitling the holder to purchase an additional common share at $4.00 per share until July 9, 2010 and 88,888 Units consisted of one common share and one and one- eighth share purchase warrant entitling the holder to purchase an additional common shares at $2.25 per share until August 4, 2011. The Company paid finders’ fees totalling $19,000 in respect of these private placements.

F-29

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 17

Note 6	Capital Stock – (cont’d)
	On October 2, 2009 the Company issued 266,666 units at $2.25 per unit for proceeds of $600,000 pursuant to private placement agreements. Each unit consisted of one common share and one and one-eighth common share purchase warrant entitling the holder to purchase an additional common shares at $2.25 per share until October 2, 2011. The Company had received $300,000 of this amount in the year ended September 30, 2010.
	On February 2, 2010 the Company issued 49,505 common shares of the Company, at their fair value of $2.02 per share pursuant to an agreement with a former officer to settle an outstanding amount owed.
	On April 9, 2010, the Company issued 92,499 units at $2.60 per unit for proceeds of $240,498 pursuant to private placement agreements. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $3.50 per share until April 9, 2011.
	On April 30, 2010, the Company issued 9,825 common shares of the Company, at $2.85 per share as consideration for terminating a consulting agreement and for services rendered under the agreement. The common shares were recorded based upon the quoted market price of the Company’s common stock on the date of the termination of the agreement.
	On June 29, 2010, the Company issued 941,000 units at $2.50 per unit for total proceeds of $2,352,500 pursuant to private placement agreements. Each unit consisted of one common share and one-half of a common share purchase warrant entitling the holder to purchase additional common shares at $3.50 per share until December 29, 2011.
	On July 5, 2010, the Company issued 400,000 units in settlement of $1,000,000 owing to a creditor. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at 3.50 per share until January 5, 2012. The fair value of the units issued was determined to be $1,444,000 on the date they were issued and thus the Company recorded a loss on settlement of accounts payable of $444,000 with a corresponding credit to additional paid-in capital of the same amount on date of issuance. The fair value of the shares included in the units was determined with reference to their quoted market price and the value of the warrants was determined using the Black-Scholes model with the following assumptions: exercise price - $3.50, stock price - $3.15, expected volatility – 68.45%, expected life – 1.5 years, dividend yield – 0.00%.
	On September 3, 2010, the Company issued 163,000 units at $2.75 per unit for proceeds of $448,250 pursuant to private placement agreements. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $3.75 per share until March 3, 2012.
	On September 3, 2010, the Company issued 9,000 units at $2.75 per unit for finder’s fees related to the private placement of the same date. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $3.75 per share until March 3, 2012.

F-30

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 18

Note 6	Capital Stock – (cont’d)
	On September 30, 2010, the Company issued 510,638 common shares at $2.35 per share pursuant to the terms of a convertible note payable.
	On September 30, 2010, the Company issued 82,310 units at $2.25 per unit pursuant to the terms of convertible notes payable. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $3.50 per share until September 30, 2011.
	On September 30, 2010, the Company issued 245,748 units at $2.25 per unit pursuant to the terms of convertible notes payable. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $3.00 per share until September 30, 2012.
	On November 18, 2010, the Company issued 393,846 units at $2.75 per unit for proceeds of $1,083,075 pursuant to a private placement agreement. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $4.50 per share until May 18, 2012. The Company paid a finder’s fee totalling $65,363 in respect of this private placement.
	On November 18, 2010, the Company issued 3,636 units at $2.75 per unit for finder’s fees related to the private placement of the same date. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $4.50 per share until May 18, 2012.
	On November 18, 2010, the Company issued 853,075 units in the conversion of two notes payable originally convertible at $2.50. The Company recorded debt conversion expense of $504,160, related to the fair value of the additional units issued as a result of converting at the lower conversion price. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $3.00 per share until November 18, 2012. The fair value of the shares included in the units was determined with reference to their quoted market price and the value of the warrants was determined using the Black-Scholes model with the following assumptions: exercise price - $3.00, stock price - $4.12, expected volatility – 78.33%, expected life – 2.0 years, dividend yield – 0.00%, risk-free rate – 0.52%.
	On November 18, 2010, the Company issued 145,063 shares of common stock at their fair value of $4.12 per share based on their quoted market price pursuant to settling non- convertible interest bearing notes payable outstanding in the amount of $398,922, including accrued interest of $26,032. The Company recorded a loss on settlement of debt of $198,738 based on the difference between the carrying value of the debt settled and the fair value of the shares issued.
	On November 18, 2010, the Company issued 181,818 shares of common stock at their fair value of $4.12 per share based on the quoted value of units issued in a private placement on the same date to one creditor in settlement of $500,000 of debt owing. The Company recorded a loss on settlement of accounts payable of $249,090 based on the difference of the carrying value of the account payable and the fair value of the shares issued.

F-31

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 19

Note 6	Capital Stock – (cont’d)
	On November 25, 2010, the Company issued 29,851 units at $3.35 per unit for proceeds of $100,000 pursuant to a private placement agreement. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $4.50 per share until November 25, 2012.
	On November 25, 2010, the Company issued 2,985 units at $3.35 per unit for finder’s fees related to the private placement of the same date. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $4.50 per share until November 25, 2012.
	On February 1, 2011, the Company issued 61,014 units at $3.75 per unit for proceeds of $228,800 pursuant to a private placement agreement. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $5.25 per share until August 1, 2012.
	On May 3, 2011, the Company issued 33,334 units at $3.00 per unit for proceeds of $100,000 pursuant to a private placement agreement. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $4.00 per share until April 20, 2013.
	On June 19, 2011, the Company issued 700,000 common shares at $2.25 per share for proceeds of $1,575,000 pursuant to the exercise of warrants.
	On September 26, 2011, the Company issued 650,000 units in settlement of $975,000 of debt owing. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $2.00 per share until September 26, 2012. The Company recorded a loss on settlement of accounts payable in the amount of $84,963 based on the fair value of shares being $975,000 at their issuance and the fair value of the warrants determined to be $84,963. The fair value of the shares included in the units was determined with reference to their quoted market price and the value of the warrants was determined using the Black-Scholes model with the following assumptions: exercise price - $2.00, stock price - $1.50, expected volatility – 69%, expected life – 1.0 years, dividend yield – 0.00%, risk-free interest rate – 0.10%.
	On December 6, 2011, the Company issued 615,600 units at $1.25 per unit for proceeds of $769,500 pursuant to private placement agreements. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $2.00 per share until December 6, 2012. The Company paid finder’s fees of $77,000 in connection with this private placement.

F-32

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 20

Note 6	Capital Stock – (cont’d)
	On February 9, 2012 the Company issued 8,000 units for service rendered by a director and officer of the Company. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $2.00 per share until February 9, 2013. The fair value of the units issued was determined to be $15,896 on the date they were issued and the Company recorded consulting fees of $15,896 on the statement of operations for the year ended September 30, 2012. The fair value of the shares included in the units was determined with reference to their quoted market price and the value of the warrants was determined using the Black-Scholes model with the following assumptions: exercise price - $2.00, stock price - $1.74, expected volatility – 84.88%, expected life – 1.0 years, risk free interest rate – 0.15%, dividend yield – 0.00%.
	On February 9, 2012, the Company issued 270,000 units at $1.25 per unit for proceeds of $337,500 pursuant to private placement agreements. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $2.00 per share until February 9, 2013. The Company paid a finder’s fee of $33,750 in connection with this private placement.
	On May 31, 2012, the Company issued 2,700,513 units in settlement of $1,297,889 in promissory notes and $52,367 of accrued interest on these notes, which was included in accounts payable and accrued liabilities Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $0.75 per share until November 30, 2013.
	On June 26, 2012, the Company agreed to issue 75,000 common shares to the former president of the Company for past services and in final settlement of a consulting agreement dated February 1, 2007. These shares were issued on July 12, 2012.
	On July 5, 2013, the Company issued 4,208,910 units in settlement of $549,000 in promissory notes, $26,058 of accrued interest on these notes, which was included in accounts payable and accrued liabilities, and $1,108,506 in other accounts payable and accrued liabilities. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $0.75 per share until July 5, 2018 (Note 5).
	On July 5, 2013, the Company issued 2,196,133 units at $0.40 per unit for gross proceeds of $878,453 pursuant to private placement agreements. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $0.75 per share until July 5, 2018. The Company paid finder’s fees of $89,680 and issued warrants to purchase 43,923 shares of common stock at $0.75 per share until July 5, 2018 in connection with this private placement. In addition, the Company incurred share issuance costs of $16,494.

F-33

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 21

Note 6	Capital Stock – (cont’d)
	All of the 6,448,966 warrant agreements issued on July 5, 2013 contain the following provisions:

	(i)	a full ratchet down adjustment to the exercise price such that in the event the Company, during the term of the warrants, issues common stock or common stock equivalents at a price per share lower than the exercise price of the warrants, the exercise price of the warrants will be adjusted to equal the price at which the new common stock or common stock equivalents are issued;
	(ii)	a put option whereby in the event of certain fundamental transactions, as defined in the warrant agreements, the Company may be required to pay the Holder an amount of cash equal to the value of the warrant as determined in accordance with the Black Scholes option pricing model, for each warrant held by the Holder; and
	(iii)	a contingent call provision whereby the Company may have the option to call for cancellation all of any portion of the warrants for consideration equal to $0.001 per share, provided the quoted market price of the Company’s common stock exceeds $1.50 for a period of twenty consecutive trading days, subject to certain minimum volume restrictions and other restrictions as provided in the warrant agreements.

	Common stock to be issued
	During the year ended September 30, 2013, the Company received $60,000 in share subscriptions in respect of the issuance of 120,000 units at $0.50 per unit. Each unit will consist of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $1.00 per share for a period of five years from the date of issuance.
Note 7	Equity Line of Credit
	On July 5, 2013, the Company entered into a $10,000,000 purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC, (“Lincoln Park”) an Illinois limited liability company (the “Financing”) pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $10,000,000 in value of its shares of common stock from time to time over a 36 month period. In connection with the Financing, the Company also entered into a registration rights agreement with Lincoln Park whereby the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the shares of the Company’s common stock that may be issued to Lincoln Park under the Purchase Agreement.

F-34

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 22

	The Company will determine, at its own discretion, the timing and amount of its sales of common stock, subject to certain conditions and limitations. The purchase price of the shares that may be sold to Lincoln Park under the Purchase Agreement will be based on the market price of the Company’s shares of common stock immediately preceding the time of sale without any fixed discount, provided that in no event will such shares be sold to Lincoln Park when the closing sale price is less than $0.50 per share. There are no upper limits on the per share price that Lincoln Park may pay to purchase such common stock. The purchase price will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or similar transaction occurring during the business days used to compute such price.
	Pursuant to the Purchase Agreement, Lincoln Park initially purchased 250,000 shares of the Company’s common stock for $100,000. In consideration for entering into the Purchase Agreement, the Company issued to Lincoln Park 341,858 shares of common stock as a commitment fee and shall issue up to 133,409 shares pro rata, when and if, Lincoln Park purchases at the Company’s discretion the remaining $10,000,000 aggregate commitment. The Purchase Agreement may be terminated by the Company at any time at its discretion without any cost to the Company.
	On October 23, 2013, the registration statement was declared effective by the SEC.
	The Company incurred $71,335 in direct expenses in connection with the Purchase Agreement and registration statement. These were recorded as share issuance costs as a charge against additional paid in capital during the year ended September 30, 2013.
Note 8	Related Party Transactions
	The following amounts have been donated to the Company by the directors:

									January 23, 2004
			Year ended September 30,						(Date of Inception)
			2013			2012			to September 30, 2013
	Management fees	$	-		$	-		$	14,625
	Rent		-			-			3,750
	Debt forgiven by directors		-			-			33,666
		$	-		$	-		$	52,041

During the year ended September 30, 2013, the Company was charged consulting fees totaling $81,072 (2012: $479,434) by directors, officers and a significant shareholder of the Company. As at September 30, 2013, included in accounts payable and accrued liabilities is $30,447 (2012: $127,452) owing to directors and officers of the Company and a former director and officer of the Company.

F-35

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 23

On July 5, 2013, pursuant to an employment agreement with the newly appointed President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, and Director, of the Company, the Company:

	i)	granted 2,000,000 fully vested share purchase options exercisable at $0.40 per share until July 5, 2023. The Company recognized stock based compensation expense of $1,002,500 (2012: $Nil) during the year ended September 30, 2013 in connection with these options.
	ii)	issued 4,000,000 shares of restricted common stock that vest as follows:

	•	25% upon the Company starting a Phase Ib/IIb human study
	•	25% upon the Company in-licensing additional assets in clinical or pre-clinical stage
	•	25% upon the Company securing additional non-dilutive equity funding in 2013 of at least $5,000,000 with a share price higher than the previous funding.
	•	25% upon the Company obtaining a listing on a major stock exchange.

No stock-based compensation has been recorded in connection with the issuance of these shares in the financial statements for the year ended September 30, 2013 as none of the performance conditions have yet been met.

F-36

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 24

Note 9

Commitments

	a)	Share Purchase Warrants
		A summary of the Company’s share purchase warrants outstanding is presented below:

					Weighted
					Average
					Exercise
		Number of Shares			Price
Balance, September 30, 2011		2,655,479		$	3.16
Expired		(1,552,651	)	$	3.16
Issued		3,147,313		$	0.93
Balance, September 30, 2012		4,250,141		$	1.16
Expired		(1,549,628	)	$	2.56
Issued		6,448,966		$	0.75
Balance, September 30, 2013		9,149,479		$	0.75

At September 30, 2013, the Company has 9,149,479 currently exercisable share purchase warrants outstanding as follows:

	Number			Exercise Price			Expiry Date
	2,700,513		$	0.75			November 30, 2013
	6,448,966		$	0.75			July 5, 2018
	9,149,479

During the year ended September 30, 2012, the exercise price and expiry of 200,000 warrants exercisable at $3.50 and expiring January 5, 2012 were modified and extended such that these warrants were exercisable at $1.50 until January 5, 2013. The fair value of this modification was determined to be $80,200 and was determined using the Black-Scholes option pricing model using the following weighted average assumptions: risk-free interest rate: 0.11%, expected life: 1.0 year, annualized volatility: 79.46%, dividend rate: 0%.

F-37

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 25

Note 9

Commitments – (cont’d)

	b)	Stock–based Compensation Plan
		In April, 2007, the Company adopted a stock option plan which provides for the granting of stock options to selected directors, officers, employees or consultants in an aggregate amount of up to 3,000,000 common shares of the Company and, in any case, the number of shares to be issued to any one individual pursuant to the exercise of options shall not exceed 10% of the issued and outstanding share capital. The granting of stock options, exercise prices and terms are determined by the Company's Board of Directors. If no vesting schedule is specified by the Board of Directors on the grant of options, then the options shall vest over a 4-year period with 25% of the options granted vesting each year commencing 1 year from the grant date. For stockholders who have greater than 10% of the outstanding common shares of the Company and who have granted options, the exercise price of their options shall not be less than 110% of the fair of the stock on grant date. Otherwise, options granted shall have an exercise price equal to their fair value on grant date.
		On February 2, 2011, the Company amended and restated the 2007 stock option plan to increase the number of options authorized to 4,000,000.
		A summary of the status of Company’s outstanding stock purchase options for the year ended September 30, 2013 is presented below:

						Weighted			Weighted
			Number of			Average			Average Grant
			Shares			Exercise Price			Date fair value
	Outstanding at September 30, 2011		2,375,000		$	3.18
	Forfeited		(1,100,000	)	$	2.82
	Granted		500,000		$	1.50		$	0.72
	Outstanding at September 30, 2012		1,775,000		$	2.94
	Expired		(550,000	)	$	3.86
	Forfeited		(150,000	)	$	3.72
	Granted		2,000,000		$	0.40		$	0.50
	Outstanding at September 30, 2013		3,075,000		$	1.26
	Exercisable at September 30, 2013		2,305,000		$	0.79
	Exercisable at September 30, 2012		905,000		$	2.81

F-38

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 26

Note 9

Commitments – (cont’d)

	b)	Stock–based Compensation Plan – (cont’d)
		At September 30, 2013, the following stock options were outstanding:

Number of Shares											Aggregate			Remaining
		Number			Exercise						Intrinsic			Contractual
Total		Vested			Price			Expiry Date			Value			Life (yrs)
150,000 (1)		150,000		$	3.10			June 30, 2014			-			0.75
500,000 (2)		-		$	2.50			October 19, 2013			-			0.05
5,000 (3)		5,000		$	2.50			March 2, 2014			-			0.42
50,000 (4)		50,000		$	3.50			June 30, 2014			-			0.75
100,000 (5)		100,000		$	3.67			March 30, 2016			-			2.50
270,000 (6)		-		$	3.00			February 8, 2017			-			3.36
2,000,000 (7)		2,000,000		$	0.40			July 5, 2023			500,000			9.77
3,075,000		2,305,000									500,000

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 September 30, 2013.

	(1)	As at September 30, 2013 and 2012, these options had fully vested. During the year ended September 30, 2012, the expiry of these options was extended from June 3, 2013 to June 30, 2014. The fair value of this modification was determined to be $18,600 and was determined using the Black Scholes option pricing model using the following weighted average assumptions: risk-free interest rate: 0.31%, expected life: 2.0 years, annualized volatility: 84.74%, dividend rate: 0%. The Company did not recognize any stock-based compensation for these options during the year ended September 30, 2013 (2012: $18,600).
	(2)	As at September 30, 2013 and 2012, none of these options have vested. The options vest as to 100,000 per compound entered into a phase II trial. The fair value of these options was calculated to be $740,000, which the Company has not yet recognized in the financial statements as the performance conditions have not yet been met.
	(3)	As at September 30, 2013 and 2012, these options had fully vested. The Company did not recognize any stock-based compensation for these options during the year ended September 30, 2013 (2012: $nil).

F-39

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 27

Note 9

Commitments – (cont’d)

b)

Stock–based Compensation Plan – (cont’d)

	(4)	As at September 30, 2013 and 2012, these options had fully vested. The Company did not recognize any stock-based compensation during the year ended September 30, 2013 (2012: $nil). During the year ended September 30, 2012, the expiry of these options was shortened from June 29, 2015 to June 30, 2014. The Company did not recognize any stock based compensation expense in connection with this modification because the fair value of the modified options was less than the fair value of the options under the old terms.
	(5)	As at September 30, 2013 and 2012, these options had fully vested. The fair value of these options at issuance was calculated to be $267,000. The Company did not recognize any stock-based compensation during the year ended September 30, 2013 (2012: $6,500).
	(6)	As at September 30, 2013 and 2012, these options had not vested. The options vest upon one or more compounds: entering Phase II trial – 90,000 options; entering Phase III trial – 90,000 options; and receiving FDA approval – 90,000 options. No stock-based compensation has been recorded in the financial statements as none of the performance conditions have yet been met.
	(7)	As at September 30, 2013 these options had fully vested (2012: None of these options had vested). These options were granted during the year ended September 30, 2013 and vested immediately upon granting. The Company recognized stock based compensation expense of $1,002,500 (2012: $Nil) during the year ended September 30, 2013 in connection with these options.

During the year ended September 30, 2013, 150,000 options were forfeited for which the Company had recognized stock-based compensation of $Nil (2012: $163,415) during the year ended September 30, 2013.

During the year ended September 30, 2012, 1,100,000 options were forfeited for which the Company had recognized stock-based compensation of $33,493 during the year ended September 30, 2012.

The fair value of stock options granted has been determined using the Black-Scholes option pricing model using the following weighted average assumptions applied to stock options granted during the periods:

	2013	2012
Risk-free interest rate	2.73%	0.83% - 2.19%
Expected life of options	10.0 years	4.25 - 5.0 years
Annualized volatility	71.39%	57.87% - 95.25%
Dividend rate	0.00%	0.00%

F-40

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 28

Note 9

Commitments – (cont’d)

	b)	Stock–based Compensation Plan – (cont’d)
		At September 30, 2013, the following summarizes the unvested stock options:

						Weighted			Weighted
						Average			Average
			Number of			Exercise			Grant-Date
			Shares			Price			Fair Value
	Unvested options at September 30, 2011		1,445,000		$	3.33		$	2.17
	Granted		500,000		$	1.50		$	0.72
	Forfeited		(900,000	)	$	2.74		$	1.60
	Vested		(175,000	)	$	3.71		$	2.70
	Unvested options at September 30, 2012		870,000		$	2.81		$	1.82
	Granted		2,000,000		$	0.40		$	0.50
	Expired		(100,000	)	$	3.86		$	2.49
	Vested		(2,000,000	)	$	0.40		$	0.50
	Unvested options at September 30, 2013		770,000		$	2.68		$	1.74

As at September 30, 2013, there was no unrecognized compensation cost associated with unvested share-based compensation awards that will become vested exclusive of achieving any performance milestones that is expected to be recognized in the current fiscal year. There has been no stock-based compensation recognized in the financial statements for the year ended September 30, 2013 (2012: $nil) for options that will vest upon the achievement of performance milestones because the Company has determined that satisfaction of the performance milestones was not probable. Compensation relating to stock options exercisable upon achieving performance milestones will be recognized in the period the milestones are achieved.

Stock-based compensation amounts, including those relating to shares issued for services during the years ended September 30, 2013 and 2012, are classified in the Company’s Statement of Operations as follows:

		2013			2012
Consulting fees	$	-		$	312,903
Research and development		-			80,200
Salaries and wages		1,002,500			-
	$	1,002,500		$	393,103

F-41

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 29

Note 10	Income Taxes
	The tax effects of the temporary differences that give rise to the Company’s estimated deferred tax assets and liabilities are as follows:

			2013			2012
	Tax rate		34%			34%
	Net operating loss carryforwards	$	7,141,000		$	6,775,000
	Research and development tax credits		705,000			741,000
	Foreign exchange		(19,000	)		28,000
	Accrued bonuses		34,000			34,000
	Intangible asset costs		51,000			34,000
	Stock-based compensation		633,000			-
	Valuation allowance for deferred tax assets		(8,545,000	)		(7,612,000	)
	Net deferred tax assets	$	-		$	-

The provision for income taxes differ from the amount established using the statutory income tax rate as follows:

			2013			2012
	Income benefit at statutory rate	$	(1,258,000	)	$	(2,823,000	)
	Foreign income taxed at foreign statutory rate		-			(2,000	)
	Debt extinguishment		501,000			1,302,000
	Research and development tax credit		(17,000	)		(175,000	)
	Fair value of derivative liability		7,000			(23,000	)
	Debt accretion		-			33,000
	Other permanent differences		(5,000	)		113,000
	Adjustment to prior years' tax provision		(161,000	)		-
	Change in valuation allowance		933,000			1,575,000
	Income Tax Expense	$	-		$	-

As of September 30, 2013, the Company had net operating loss carry-forwards of approximately $21,022,000 (2012: $20,196,000) available to offset future taxable income. The carry-forwards will begin to expire in 2027 unless utilized in earlier years. The Company has not yet filed any tax returns in France as they are not yet due.

F-42

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 30

Note 10	Income Taxes – (cont’d)
	The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and this causes a change in management’s judgment about the recoverability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income. Because management of the Company does not currently believe that it is more likely than not that the Company will receive the benefit of these assets, a valuation allowance equal to the deferred tax asset has been established at both September 30, 2013 and 2012.
	Uncertain Tax Positions
	The Company files income tax returns in the U.S. federal jurisdiction, various state and foreign jurisdictions. The Company’s tax returns are subject to tax examinations by U.S. federal and state tax authorities, or examinations by foreign tax authorities until respective statute of limitation. The Company is subject to tax examinations by tax authorities for all taxation years commencing on or after 2005.
Note 11	Supplemental Cash Flow Information
	Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows.
	During the year ended September 30, 2013;

	a)	The Company issued three promissory notes in the principal amounts of $100,000, $87,865 (CDN$86,677) and $28,017 (CDN$27,639) in exchange for accounts payable owing to three vendors in respect of unpaid consulting fees.
	b)	The Company issued 4,208,910 units of the Company at their fair value of $1.02 per unit to settle (i) interest bearing notes payable outstanding in the amount of $549,000; (ii) accrued interest in connection with the notes payable of $26,058 included in accounts payable and accrued liabilities; and (iii) accounts payable of $1,108,506. Each unit consisted of one common share and one common share purchase warrant exercisable into one additional common share for $0.75 per share until July 5, 2018. In addition, in connection with the settlement, $11,449 of accrued interest with respect to the notes payable was forgiven. The Company recorded a loss on debt settlement of $1,472,208 as a result of this transaction.

F-43

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2013 and 2012 – Page 31

Note 11	Supplemental Cash Flow Information – (cont’d)
	During the year ended September 30, 2012:

	a)	The Company issued 544,667 units of the Company at their fair value of $1.918 per unit to settle a convertible interest bearing note payable outstanding in the amount of $272,333, including accrued interest of $22,333 included in accounts payable and accrued liabilities and 2,155,846 units of the Company at their fair value of $1.918 per unit to settle non- convertible interest bearing notes payable outstanding in the amount of $1,077,923 including accrued interest of $30,034 included in accounts payable and accrued liabilities. Each unit consisted of one common share and one common share purchase warrant exercisable into one additional common share for $0.75 per share until November 30, 2013. The Company recorded a loss on debt settlement of $3,829,333 as a result of this transaction.
	b)	The Company issued 75,000 common shares at their fair value of $1.00 per share for a total of $75,000 to the former President of the Company pursuant to a severance agreement.

F-44

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ANAVEX LIFE SCIENCES CORP.

(A Development Stage Company)

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2014

(Unaudited)

 

F-45

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ANAVEX LIFE SCIENCES CORP.
(A Development Stage Company)
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2014 and September 30, 2013
(Unaudited)

ASSETS
		March 31,			September 30,
		2014			2013
Current
Cash	$	9,193,558		$	345,074
Prepaid expenses		28,478			48,375
		9,222,036			393,449
Deferred financing charges		1,068,541			-
Equipment		1,943			-
	$	10,292,520		$	393,449
LIABILITIES
Current
Accounts payable and accrued liabilities	$	1,689,605			1,741,797
Promissory notes payable		193,720		$	210,863
		1,883,325			1,952,660
Derivative financial instruments - warrants		-			904,000
Convertible debentures, net of debt discounts		1,011			-
		1,884,336			2,856,660
CAPITAL DEFICIT
Capital stock
Authorized:        150,000,000 common shares, par value $0.001 per share     Issued and outstanding:        38,260,098 common shares (September 30, 2013 - 37,237,588)		38,261			37,238
Additional paid-in capital		49,595,118			38,644,523
Common stock to be issued		640,000			60,000
Deficit accumulated during the development stage		(41,865,195	)		(41,204,972	)
		8,408,184			(2,463,211	)
	$	10,292,520		$	393,449

SEE ACCOMPANYING NOTES

F-46

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ANAVEX LIFE SCIENCES CORP.
(A Development Stage Company)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
for the three and six months ended March 31, 2014 and 2013
and for the period from January 23, 2004 (Date of Inception) to March 31, 2014
(Unaudited)

														January 23, 2004
		Three months ended March 31,						Six months ended March 31,						(Date of Inception)
		2014			2013			2014			2013			to March 31, 2014
Operating expenses
General and administrative - Notes 9 and 10	$	903,015		$	126,551		$	1,207,443		$	415,415		$	18,406,207
Research and development		118,152			560			123,332			127,563			12,946,128
Total operating expenses		(1,021,167	)		(127,111	)		(1,330,775	)		(542,978	)		(31,352,335	)
Other income (expenses)
Interest and finance expenses, net		(5,079	)		(16,558	)		(8,366	)		(26,783	)		(685,728	)
Accretion of debt discounts		(1,011	)		-			(1,011	)		-			(2,175,672	)
Change in fair value of derivative financial instruments		-			-			683,000			-			234,726
Debt conversion expense		-			-			-			-			(504,160	)
Loss on settlement of accounts payable		-			-			-			-			(1,754,933	)
Loss on extinguishment of debt		-			-			-			-			(5,010,868	)
Foreign exchange gain (loss)		8,397			37,569			(3,071	)		10,144			(65,421	)
Total other income (expenses), net		2,307			21,011			670,552			(16,639	)		(9,962,056	)
Net loss and comprehensive loss for the period	$	(1,018,860	)	$	(106,100	)	$	(660,223	)	$	(559,617	)	$	(41,314,391	)
Loss per share
Basic	$	(0.03	)	$	(0.00	)	$	(0.02	)	$	(0.02	)
Diluted	$	(0.03	)	$	(0.00	)	$	(0.04	)	$	(0.02	)
Weighted average number of shares outstanding
Basic		37,881,209			30,240,687			37,680,823			30,240,687
Diluted		37,881,209			30,240,687			37,680,823			30,240,687

SEE ACCOMPANYING NOTES

F-47

---

ANAVEX LIFE SCIENCES CORP.
(A Development Stage Company)
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
for the six months ended March 31, 2014 and 2013
and for the period from January 23, 2004 (Date of Inception) to March 31, 2014
(Unaudited)

								January 23, 2004
		Six months ended March 31,						(Date of Inception)
		2014			2013			to March 31, 2014
Cash Flows used in Operating Activities
Net loss for the period	$	(660,223	)	$	(559,617	)	$	(41,314,391	)
Adjustments to reconcile net loss to net cash used in operations:
Amortization and depreciation		384			576			6,015
Accretion of debt discount		1,011			-			2,175,672
Stock-based compensation		-			-			5,845,047
Common shares to be issued for services		610,000			-			610,000
Amortization of deferred financing charge		1,199			1,215			165,126
Change in fair value of derivative financial instruments		(683,000	)		-			(234,726	)
Consulting expense recorded in exchange for shares to be issued		-			-			236,337
Common shares issued for consulting expenses		-			-			406,405
Promissory note issued for severance		-			-			71,500
Common shares issued for severance		-			-			415,600
Common shares issued for research and development expenses		-			-			800,000
Management fees contributed		-			-			14,625
Debt conversion expense		-			-			504,160
Loss on settlement of accounts payable		-			-			1,754,933
Loss on extinguishment of debt		-			-			5,010,868
Rent contributed		-			-			3,750
Unrealized foreign exchange		(17,143	)		(3,590	)		(22,080	)
Changes in non-cash working capital balances related to operations:
VAT recoverable		-			-			-
Prepaid expenses		(12,253	)		-			(12,253	)
Accounts payable and accrued liabilities		(22,494	)		300,541			6,215,965
Net cash used in operating activities		(782,519	)		(260,875	)		(17,347,447	)
Cash Flows used in Investing Activities
Acquisition of equipment		(2,327	)		-			(7,958	)
Net cash used in investing activities		(2,327	)		-			(7,958	)
Cash Flows provided by Financing Activities
Issuance of common shares, net of share issue costs		398,170			-			11,446,288
Share subscriptions received		(30,000	)		-			30,000
Proceeds from promissory notes		-			250,000			5,649,000
Financing fees		(734,840	)		-			(842,990	)
Repayment of promissory note		-			-			(100,000	)
Issuance of convertible debentures		10,000,000						10,000,000
Due to related parties		-			-			33,665
Shareholder advances		-			-			333,000
Net cash provided by financing activities		9,633,330			250,000			26,548,963
Increase (decrease) in cash during the period		8,848,484			(10,875	)		9,193,558
Cash, beginning of period		345,074			11,362			-
Cash, end of period	$	9,193,558		$	487		$	9,193,558
Supplemental Cash Flow Information - Note 11

SEE ACCOMPANYING NOTES

F-48

---

Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to March 31, 2014

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Capital stock issued for cash on January 23, 2004 - at $0.0033		12,000,000		$	12,000		$	28,000		$	-		$	-		$	40,000
Net loss from January 23, 2004 to September 30, 2004		-			-			-			-			(14,395	)		(14,395	)
Balance, September 30, 2004		12,000,000			12,000			28,000			-			(14,395	)		25,605
Capital stock issued for cash on December 31, 2004 - at $0.0033
		7,200,000			7,200			16,800			-			-			24,000
Management fees contributed		-			-			13,000			-			-			13,000
Rent contributed		-			-			3,000			-			-			3,000
Net loss for the year		-			-			-			-			(91,625	)		(91,625	)
Balance, September 30, 2005		19,200,000			19,200			60,800			-			(106,020	)		(26,020	)
Management fees contributed		-			-			1,625			-			-			1,625
Rent contributed		-			-			750			-			-			750
Debt forgiven by directors		-			-			33,666			-			-			33,666
Net loss for the year		-			-			-			-			(25,532	)		(25,532	)
Balance, September 30, 2006		19,200,000			19,200			96,841			-			(131,552	)		(15,511	)
Capital stock issued for research and development services on September 24, 2007 - at $3.60		222,222			222			799,778			-			-			800,000
Capital stock issued for settlement of loan payable on September 25, 2007 - at $3.60		92,500			93			332,907			-			-			333,000
Net loss for the year		-			-			-			-			(1,579,993	)		(1,579,993	)
Balance, September 30, 2007		19,514,722		$	19,515		$	1,229,526		$	-		$	(1,711,545	)	$	(462,504	)

SEE ACCOMPANYING NOTES

F-49

---

Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to March 31, 2014

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Balance, September 30, 2007 - brought forward		19,514,722		$	19,515		$	1,229,526		$	-		$	(1,711,545	)	$	(462,504	)
Capital stock issued for cash on December 10, 2007 - at $3.50		150,000			150			524,850			-			-			525,000
Capital stock issued for consulting services on December 18, 2007 - at $3.86		50,000			50			192,950			-			-			193,000
Capital stock issued in settlement of debt on December 18, 2007 - at $4.50		10,000			10			44,990			-			-			45,000
Stock-based compensation for shares issued at a discount		-			-			65,000			-			-			65,000
Capital stock issued for severance on May 15, 2008 - at $5.24		65,000			65			340,535			-			-			340,600
Common shares to be issued for consulting services		-			-			-			252,599			-			252,599
Common stock issued for consulting services on August 19, 2008 - at $5.07		25,000			25			126,725			(126,750	)		-			-
Capital stock issued for cash on August 19, 2008 - at $4.25		142,698			142			606,325			-			-			606,467
Stock-based compensation		-			-			1,493,937			-			-			1,493,937
Net loss for the year		-			-			-			-			(5,351,269	)		(5,351,269	)
Balance, September 30, 2008		19,957,420		$	19,957		$	4,624,838		$	125,849		$	(7,062,814	)	$	(2,292,170	)

SEE ACCOMPANYING NOTES

F-50

---

Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to March 31, 2014

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Balance, September 30, 2008 - brought forward		19,957,420		$	19,957		$	4,624,838		$	125,849		$	(7,062,814	)	$	(2,292,170	)
Stock-based compensation		-			-			812,336			-			-			812,336
Capital stock issued for consulting services on November 20, 2008 - $2.63		25,000			25			65,725			(65,750	)		-			-
Capital stock issued for consulting services on February 20, 2009 - $2.50		25,000			25			62,475			(62,500	)		-			-
Capital stock issued for cash on March 6, 2009 - at $2.25		89,148			89			200,494			-			-			200,583
Capital stock issued for consulting services on March 20, 2009 - at $2.00		2,500			3			4,997			-			-			5,000
Capital stock issued for cash on March 20, 2009 - at $2.25		10,800			11			24,289			-			-			24,300
Capital stock issued for cash on June 11, 2009 - at $2.25		36,000			36			80,964			-			-			81,000
Capital stock issued for services on June 11, 2009 - at $2.25		29,227			29			65,731			-			-			65,760
Capital stock issued for cash on June 19, 2009 - at $2.25		495,556			496			1,114,504			-			-			1,115,000
Capital stock issued for finders' fees on June 26, 2009 - at $2.51		22,222			22			55,755			-			-			55,777
Shares to be issued for consulting services		-			-			-			236,337			-			236,337
Capital stock issued for cash on August 19, 2009 - at $2.25		128,888			129			289,869			-			-			289,998
Less: Finders fees								(72,850	)		-			-			(72,850	)
Beneficial conversion features on convertible debt issuances		-			-			333,056			-			-			333,056
Extinguishment of debt		-			-			487,469			-			-			487,469
Cancellation of common shares		(75,000	)		(75	)		234,011			(233,936	)		-			-
Share subscriptions received		-			-			-			300,000			-			300,000
Net loss for the year		-			-			-			-			(5,499,419	)		(5,499,419	)
Balance, September 30, 2009		20,746,761		$	20,747		$	8,383,663		$	300,000		$	(12,562,233	)	$	(3,857,823	)

SEE ACCOMPANYING NOTES

F-51

---

Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to March 31, 2014

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Balance, September 30, 2009 - brought forward		20,746,761		$	20,747		$	8,383,663		$	300,000		$	(12,562,233	)	$	(3,857,823	)
Cumulative effect of accounting changes		-			-			(333,056	)		-			(550,804	)		(883,860	)
Capital stock issued for cash on October 2, 2009 - at $2.25		266,666			267			599,733			(300,000	)		-			300,000
Capital stock issued in settlement of promissory note on February 2, 2010 - at $2.02		49,505			49			99,951			-			-			100,000
Capital stock issued for cash on April 9, 2010 - at $2.60		92,499			93			240,405			-			-			240,498
Capital stock issued in settlement of debt on April 30, 2010 - at $2.85		9,825			9			27,991			-			-			28,000
Finders' fees paid in cash		-			-			(24,050	)		-			-			(24,050	)
Capital stock issued for cash on June 29, 2010 - at $2.50		941,000			941			2,351,559			-			-			2,352,500
Finders' fees paid in cash		-			-			(206,500	)		-			-			(206,500	)
Capital stock issued in settlement of debt on July 5, 2010 - at $2.50		400,000			400			999,600			-			-			1,000,000
Capital stock issued for cash on September 3, 2010 - at $2.75		163,000			163			448,087			-			-			448,250
Capital stock issued for finders' fees on September 3, 2010 - at $2.75		9,000			9			(9	)		-			-			-
Finders' fees paid in cash		-			-			(15,125	)		-			-			(15,125	)
Shares issud on conversion of promissory note on September 30, 2010 - at $2.25		328,058			328			737,802			-			-			738,130
Shares issud on conversion of promissory note on September 30, 2010 - at $2.35		510,638			511			1,199,489			-			-			1,200,000
Reclassification of dervative liability on modification of note		-			-			3,144,520			-			-			3,144,520
Settlementterms of accounts payable		-			-			444,000			-			-			444,000
Stock-based compensation		-			-			770,055			-			-			770,055
Equity component of convertible promissory note		-			-			44,220			-			-			44,220
Net loss for the year		-			-			-			-			(8,783,037	)		(8,783,037	)
Balance, September 30, 2010		23,516,952		$	23,517		$	18,912,335		$	-		$	(21,896,074	)	$	(2,960,222	)

SEE ACCOMPANYING NOTES

F-52

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Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to March 31, 2014

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Balance, September 30, 2010 - brought forward		23,516,952		$	23,517		$	18,912,335		$	-		$	(21,896,074	)	$	(2,960,222	)
Capital stock issued for cash on November 18, 2010 - at $2.75		393,846			393			1,082,682			-			-			1,083,075
Less: Share issue costs		-			-			(65,363	)		-			-			(65,363	)
Capital stock issued for finders' fees on November 18, 2010 - at $2.75		3,636			4			(4	)		-			-			-
Shares issued on the conversion of promissory note on November 18, 2010 - at $2.25		853,075			853			1,918,565			-			-			1,919,418
Debt conversion expense		-			-			504,160			-			-			504,160
Shares issued on the conversion of a promissory note on November 18, 2010 - at $4.12		145,063			145			597,515			-			-			597,660
Capital stock issued in settlement of debt on November 18, 2010 - at $4.12		181,818			182			748,908			-			-			749,090
Capital stock issued for cash on November 25, 2010 - at $3.35		29,851			30			99,970			-			-			100,000
Capital stock issued for finders' fees on on November 25, 2010 - at $3.35		2,985			3			(3	)		-			-			-
Capital stock issued for cash on February 1, 2011 - at $3.75
		61,014			61			228,739			-			-			228,800
Capital stock issued for cash on May 3, 2011 - at $3.00		33,334			34			99,966			-			-			100,000
Capital stock issued on exercise of warrants for cash on June 19, 2011 - at $2.25		700,000			700			1,574,300			-			-			1,575,000
Equity units issued in settlement of an account payable on September 28, 2011		650,000			650			1,059,313									1,059,963
Stock-based compensation		-			-			1,273,162			-			-			1,273,162
Net loss for the period		-			-			-			-			(7,307,147	)		(7,307,147	)
Balance, September 30, 2011		26,571,574		$	26,572		$	28,034,245		$	-		$	(29,203,221	)	$	(1,142,404	)

SEE ACCOMPANYING NOTES

F-53

---

Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to March 31, 2014

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Balance, September 30, 2011 - brought forward		26,571,574		$	26,572		$	28,034,245		$	-		$	(29,203,221	)	$	(1,142,404	)
Capital stock issued for cash on December 6, 2011 - at $1.25		615,600			616			768,884			-			-			769,500
Less: Share issue costs		-			-			(77,000	)		-			-			(77,000	)
Capital stock issued for cash on February 9, 2012 - at $1.25		270,000			270			337,230			-			-			337,500
Less: Share issue costs		-			-			(33,750	)		-			-			(33,750	)
Equity units issued for services on February 9, 2012 - at $1.99		8,000			8			15,888			-			-			15,896
Equity units issued for settlement of loans payable on May 31, 2012		2,700,513			2,700			5,176,884			-			-			5,179,584
Capital stock issued for services on July 12, 2012 - at $1.00		75,000			75			74,925			-			-			75,000
Stock-based compensation		-			-			302,208			-			-			302,208
Net loss for the period		-			-			-			-			(8,301,705	)		(8,301,705	)
Balance, September 30, 2012		30,240,687			30,241			34,599,514			-			(37,504,926	)		(2,875,171	)
Equity units issued for settlement of loans payable on July 5, 2013		4,208,910			4,209			2,563,011			-			-			2,567,220
Capital stock issued for cash on July 5, 2013 - at $0.40		2,196,133			2,196			563,257			-			-			565,453
Less: Share issue costs								(112,174	)		-			-			(112,174	)
Initial purchase shares issued under Purchase Agreement on July 5, 2013 - at $0.40		591,858			592			99,750			-			-			100,342
Less: Share issue costs		-			-			(71,335	)		-			-			(71,335	)
Common stock to be issued for cash - at $0.50		-			-			-			60,000			-			60,000
Stock-based compensation		-			-			1,002,500									1,002,500
Net loss for the period		-			-			-			-			(3,700,046	)		(3,700,046	)
Balance, September 30, 2013 - brought forward		37,237,588		$	37,238		$	38,644,523		$	60,000		$	(41,204,972	)	$	(2,463,211	)

SEE ACCOMPANYING NOTES

F-54

---

Anavex Life Sciences Corp.
(A Development Stage Company)
Consolidated Statement of Changes in Capital Deficit
For the period from January 23, 2004 (Date of Inception) to March 31, 2014

														Deficit
		Common Stock												Accumulated
		Shares			Par Value			Additional			Common			During the
								Paid-in			Shares to be			Development
								Capital			Issued			Stage			Total
Balance, September 30, 2013 - brought forward		37,237,588		$	37,238		$	38,644,523		$	60,000		$	(41,204,972	)	$	(2,463,211	)
Equity units issued under Purchase Agreement		400,000			400			187,770			-			-			188,170
Commitment shares issued under terms of Purchase Agreement		2,510			3			(3	)		-			-			-
Capital stock issued for cash - at $0.50		120,000			120			59,880			(60,000	)					-
Capital stock issued for cash - at $0.30		500,000			500			149,500			30,000						180,000
Share issue costs, net of recovery		-			-			(2,452	)		-			-			(2,452	)
Issuance of detachable warrants		-			-			5,989,900			-			-			5,989,900
Agent's warrants issued in connection with convertible debentures		-			-			334,900			-			-			334,900
Beneficial conversion feature on convertible debentures issued		-			-			4,010,100			-			-			4,010,100
Reclassification of derivative financial instruments upon modification of warrant terms		-			-			221,000			-			-			221,000
Capital stock to be issued pursuant to employment agreement		-			-			-			610,000			-			610,000
Net loss for the period		-			-			-			-			(660,223	)		(660,223	)
Balance, March 31, 2014		38,260,098		$	38,261		$	49,595,118		$	640,000		$	(41,865,195	)	$	8,408,184

SEE ACCOMPANYING NOTES

F-55

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2012
(Unaudited)

Note 1	Business Description, Basis of Presentation and Liquidity
	Business
	Anavex Life Sciences Corp. (the “Company”) is a pharmaceutical company engaged in the development of drug candidates.
	The Company’s lead compound, ANAVEX 2-73 is being developed to treat Alzheimer’s disease through disease modification.
	In pre-clinical studies conducted in France and in Greece, ANAVEX 2-73 demonstrated anti- amnesic and neuroprotective properties. Based on these pre-clinical studies, the Company sponsored a Phase 1 single ascending dose study of ANAVEX 2-73, which was initiated and completed in 2011. This study was conducted in Germany in collaboration with ABX-CRO Advanced Pharmaceutical Services. The study indicated that ANAVEX 2-73 was well tolerated by study subjects in doses up to 55mg. Clinical trials had been delayed due to lack of funding. During the six months ended March 31, 2014, the Company completed the closing of a securities purchase agreement in the aggregate principal amount of $10,000,000 (Note 6), the proceeds from which the Company intends to use to further its business plan and clinical trials of ANAVEX 2-73 and ANAVEX PLUS.
	The Company plans to continue human clinical trials, among them a prospective Phase 1b/2a study of ANAVEX 2-73 and ANAVEX PLUS, and a Phase 2 trial thereafter and to identify and initiate discussions with potential partners in the next 12 months. Further, the Company may acquire or develop new intellectual property and assign, license, or otherwise transfer our intellectual property to further its goals.
	Basis of Presentation and Liquidity
	These interim condensed consolidated financial statements have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in the annual financial statements in accordance with generally accepted accounting principles 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 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. These interim condensed financial statements should be read in conjunction with the audited financial statements included in its annual report on Form 10-K for the year ended September 30, 2013. The Company follows the same accounting policies in the preparation of interim reports.
	Certain amounts for the prior periods have been reclassified to conform to the current period’s presentation.  These reclassifications did not impact reported results or earnings per share.

F-56

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 2

Note 1	Business Description, Basis of Presentation and Liquidity – (cont’d)
	Operating results for the six months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ended September 30, 2014.
	Basic and Diluted Loss per Share
	The basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Additionally, the numerator is also adjusted for changes in fair value of the warrant liability which is presumed to be share settled. For the six months ended March 31, 2014, loss per share excludes 77,305,632 (2012 – 4,697,847) potentially dilutive common shares (related to outstanding options and warrants) as their effect was anti- dilutive.
Note 2	Recent Accounting Pronouncements
	There are no new accounting pronouncements that the Company recently adopted or are pending the Company’s adoption that are expected to have a material impact on the Company’s results of operations, financial position or cash flows.
Note 3	Equipment

						March 31, 2014
						Accumulated
			Cost			Depreciation			Net
	Computer equipment	$	2,327		$	384		$	1,943

						September 30, 2013
						Accumulated
			Cost			Depreciation			Net
	Computer equipment	$	5,631		$	5,631		$	-

F-57

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 3

Note 4	Derivative Financial Instruments
	During the year ended September 30, 2013, the Company issued an aggregate of 6,448,966 common stock purchase warrants that were required to be accounted for as liabilities pursuant to ASC 815.
	At September 30, 2013, these common stock purchase warrants were still outstanding and were being accounted for pursuant to the guidance of ASC 815, whereby these derivative instruments are required to be recorded as liabilities on the balance sheet measured at fair value and were marked-to-market at each balance sheet date with the change in fair value being recorded in the consolidated statements of operations as other income or expense.
	Effective in the six months ended March 31, 2014, the common stock purchase warrants were amended. As of the modification date, these warrants are no longer required to be accounted for as liabilities.
	Pursuant to the guidance of ASC 815, the Company reclassified the fair value of these instruments on the date of modification into equity, with the change in fair value up to the date of modification being recorded on the consolidated statements of operations as other income.
	A summary of the Company’s derivative liabilities for the three months ended March 31, 2014 and for the year ended September 30, 2013 is as follows:

			March 31,			September 30,
			2014			2013
	Balance, beginning of the period	$	904,000		$	-
	Fair value at issuance of derivative liability		-			919,000
	Change in fair value of derivative liability		(683,000	)		(15,000	)
	Transfer to equity upon modification of warrant terms		(221,000	)		-
	Balance, end of the period	$	-		$	904,000

F-58

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 4

Note 5

Promissory Notes Payable

			March 31,			September 30,
			2014			2013
	Promissory note dated December 31, 2012 with a principal balance of $90,390 (CDN$100,000) bearing interest at 12% per annum, due on June 30, 2014		90,390			100,000
	Promissory note dated January 9, 2013 with a principal balance of $78,348 (CDN$86,677), bearing interest at 12% per annum, secured by all the present and future assets of the Company; due on demand		78,348			84,060
	Promissory note dated January 9, 2013 with a principal balance of $24,982 (CDN$27,639), bearing interest at 12% per annum, secured by all the present and future assets of the Company; due on demand		24,982			26,803
			193,720			210,863
	Less: current portion		(193,720	)		(210,863	)
		$	-		$	-

On December 31, 2012, the Company issued a promissory note having a principal balance of $90,390 (CDN$100,000) with terms that included interest at 12% per annum and matured on June 30, 2013, in exchange for an accounts payable owing with respect to unpaid consulting fees. This note was not repaid on June 30, 2013 and the maturity date has been extended to June 30, 2014.

F-59

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 5

Note 5	Promissory Notes Payable – (cont’d)
	On January 9, 2013, the Company issued two (2) promissory notes (the “Secured Notes”);

	a)	The Company issued a promissory note in the amount of $78,348 (CDN$86,677) to the former President, Secretary, Treasurer, CFO and director of the Company (the “President”) in exchange for unpaid consulting fees owing to the President. The note is bearing interest at 12% per annum and was due June 30, 2013.
	b)	The Company issued a promissory note in the amount of $24,982 (CDN$27,639) to a former director of the Company (the “Director”) in exchange for unpaid consulting fees owing to the Director. The note is bearing interest at 12% per annum and was due June 30, 2013.

The Secured Notes are secured by a right to delay the transfer of any or all of the Company’s assets until the obligations of the Secured Notes are satisfied, including a restriction on the transfer of cash by the Company and a security interest over the intellectual property of the Company. The security interests of the Secured Notes is ranked senior to any and all security interests granted prior to the issuance of the notes and to all subsequent security interests granted, unless the holders agree in writing to other terms.

In addition, the Secured Notes contain a provision whereby if they are not repaid within 10 days of their maturity dates, they shall bear late fees in addition to interest accruing, at a rate of $100 per day per note. In an event of default by the Company, under the terms of the Secured Notes, the notes shall bear additional late fees of $500 per day per note.

Subsequent to the issuance of these Secured Notes, the former President resigned as President, Secretary, Treasurer, CFO and director of the Company and the former Director resigned as director of the Company.

The Company did not repay the notes on June 30, 2013. The Company has disputed the issuance and enforceability of the Secured Notes and should there be an attempt to enforce the Secured Notes or collection on them, the Company will consider a legal remedy. The Company has not accrued any late fees in connection with these Secured Notes as of March 31, 2014 or September 30, 2013, as the Company does not consider these amounts to be legally enforceable.

F-60

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 6

Note 6

Senior Convertible Debentures

			March 31,			September 30,
			2014			2013
	Senior Convertible Debentures, non-interest bearing, unsecured, due March 18, 2044		10,000,000			-
	Less: Debt Discount		(9,998,989	)		-
			1,011			-
	Less: current portion		(1,011	)		-
		$	-		$	-

On March 13, 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers (the “Purchasers”) pursuant to which the Company issued senior convertible debentures in the aggregate principal amount of $10,000,000 (the “Debentures”).

In connection with the issuance of the Debentures, the Company issued an aggregate of 67,666,666 share purchase warrants as follows:

					Non-
		Purchasers			purchasers			Total
Series A Warrants		33,333,333			500,000			33,833,333
Series B Warrants		33,333,333			500,000			33,833,333
		66,666,666			1,000,000			67,666,666

Each Series A warrant is exercisable into one common share of the Company at $0.30 per share until March 18, 2019.

Each Series B warrant is exercisable into one common share of the Company at $0.42 per share until March 18, 2019

The Debentures are unsecured, non-interest bearing and are due on March 18, 2044. At any time, the Purchasers are entitled to convert the Debentures, in whole or in part, into common shares of the Company at $0.30 per share (“the Conversion Price”). The Conversion Price of the debenture will be adjusted in the event of common stock dividend, split or consolidation.

F-61

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 7

Note 6	Senior Secured Convertible Debentures
	Pursuant to the guidance of ASC 470-20 Debt with Conversion and Other Options, the Company allocated the proceeds from the issuance of the Debentures between the Debentures and the detachable Purchaser warrants using the relative fair value method. The fair value of the Purchaser warrants of $22,326,200 at issuance resulted in a debt discount at issuance of $5,989,900.
	The Company recorded a beneficial conversion feature discount of $4,010,100 in respect of the Debentures issued, based on the intrinsic value of the conversion feature limited to a maximum of the total proceeds of the Debentures allocated to the Debentures.
	The total debt discount at issuance of $10,000,000 is being amortized using the effective interest method over the term of the Debentures. During the six months ended March 31, 2014, the Company recorded accretion expense of $1,011 (2013: $Nil) in respect of the accretion of this discount.
	In consideration for the Debentures issued, the Company issued an aggregate of 1,000,000 share purchase warrants to non-lenders as described above. The fair value of the Non- Purchaser Warrants of $334,900, along with finder’s fees and other financing costs directly associated with the issuance of the Debentures in the amount of $734,840, was recorded as a deferred financing charge and is being amortized to income over the term of the Debentures using the effective interest method. During the six months ended March 31, 2014, the Company had recorded financing expense of $1,199 (2013: $Nil) in respect of the amortization of these charges. Accumulated amortization as at March 31, 2014 was $1,199 (2013: $Nil).
	The fair value of the Purchaser and Non-Purchaser warrants at issuance was determined using the Black Scholes option pricing model with the following weighted average assumptions:

Risk-free interest rate	1.56%
Expected life (years)	5.00
Expected volatility	97.16%
Dividend yields	0.00%

In connection with the Purchase Agreement, the Company also entered into a registration rights agreement with each Purchaser whereby the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of the Company’s common stock issuable upon conversion of the Debentures and upon exercise of the Purchaser warrants.

The Registration Statement was filed with the SEC on April 11, 2014.

F-62

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 8

Note 7	Capital Stock
	On May 24, 2006, the board of directors approved a six (6) for one (1) forward split of the authorized issued and outstanding common stock. The Company’s authorized capital increased from 25,000,000 shares of common stock to 150,000,000 shares of common stock.
	On September 24, 2007, the Company issued 222,222 common shares at $3.60 per share for a total of $800,000 for research and development expenses. The common shares were recorded based upon the quoted market price of the Company’s common stock on the agreement date.
	On September 25, 2007, the Company settled a loan payable in the amount of $333,000 by issuing 92,500 common shares at $3.60 per share, being the quoted market price of the Company’s common stock on the settlement date.
	On December 10, 2007, the Company issued 150,000 units at $3.50 per unit for proceeds of $525,000. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at $5.00 per share until December 10, 2009.
	On December 18, 2007, the Company issued 10,000 shares at $4.50 per share for a total of $45,000 pursuant to an agreement to settle a debt and issued 50,000 shares at $3.86 per share for a total of $193,000 pursuant to a consulting agreement. The Company recorded compensation expense of $65,000 in respect of these issuances based on the excess of the fair value of these shares over the balances at which they were recorded by the Company.
	On May 15, 2008, the Company issued 65,000 common shares at $5.24 per share for a total of $340,600 to its former CEO in accordance with the terms of a severance agreement upon the termination of his services. The common shares were recorded based upon the quoted market price of the Company’s common stock on the agreement date.
	On August 19, 2008, the Company issued 25,000 common shares at $5.07 per share for a total of $ 126,750 to a director of the Company pursuant to an agreement to provide consulting services. The common shares were recorded based upon the quoted market price of the Company’s common stock on the agreement date.
	On August 19, 2008, the Company issued 142,698 units at $4.25 per unit for proceeds of $606,467 pursuant to private placement agreements. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at $5.00 per share until August 19, 2009.
	On November 20, 2008, the Company issued 25,000 common shares at $2.63 per share for a total of $65,750 to a director of the Company pursuant to an agreement to provide consulting services. The common shares were recorded based upon the quoted market price of the Company’s common stock on the issuance date.
	On February 20, 2009, the Company issued 25,000 common shares at $2.50 per share for a total of $62,500 to a director of the Company pursuant to an agreement to provide consulting services. The common shares were recorded based upon the quoted market price of the Company’s common stock on the issuance date.

F-63

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 9

Note 7	Capital Stock – (cont’d)
	On March 6, 2009, the Company issued 89,148 units at $2.25 per unit for proceeds of $200,583 pursuant to private placement agreements. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at $4.00 per share until March 6, 2010.
	On March 20, 2009, the Company issued 10,800 units at $2.25 per unit for proceeds of $24,300 pursuant to private placement agreements. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at $4.00 per share until March 20, 2010.
	On March 20, 2009, the Company issued 2,500 common shares at $2.00 per share for a total of $5,000 to a public relations consultant pursuant to an agreement to provide consulting services. The common shares were recorded based upon the quoted market price of the Company’s common stock on the issuance date.
	On May 14, 2009, the Company entered into a revised consulting agreement with a director whereby the consultant returned 75,000 common shares to the Company for cancellation. The return of shares was recorded in the same amount at which they were originally issued.
	On June 11, 2009 the Company issued 36,000 units at $2.25 per unit for proceeds of $81,000 pursuant to private placement agreements. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase an additional common share at $4.00 per share until June 11, 2010. The Company paid finder’s fees in the amount of $8,100 in relation to this private placement.
	On June 11, 2009 the Company issued 29,227 common shares at $2.25 per share for service rendered by consultants. The common shares were recorded based upon the fair value of the Company’s common stock on the issuance date of the shares.
	On June 19, 2009, the Company issued 495,556 units at $2.25 per unit for total proceeds of $1,115,000 pursuant to private placement agreements. Each unit consisted of one common share and one and one-half of a common share purchase warrant entitling the holder to purchase additional common shares at $2.25 per share until June 19, 2011.
	On June 26, 2009, the Company issued 22,222 common shares at $2.51 per share for finder’s fees related to the issuance of a $500,000 note payable. The common shares were recorded based upon the quoted market price of the Company’s common stock on the issue date.
	On August 19, 2009, the Company issued 128,888 units at $2.25 per unit for total proceeds of $289,998. Of these placements, 40,000 units consisted of one common share and one share purchase warrant entitling the holder to purchase an additional common share at $4.00 per share until July 9, 2010 and 88,888 Units consisted of one common share and one and one- eighth share purchase warrant entitling the holder to purchase an additional common shares at $2.25 per share until August 4, 2011. The Company paid finders’ fees totalling $19,000 in relation to these private placements.

F-64

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 10

Note 7	Capital Stock – (cont’d)
	On October 2, 2009 the Company issued 266,666 units at $2.25 per unit for proceeds of $600,000 pursuant to private placement agreements. Each unit consisted of one common share and one and one-eighth common share purchase warrant entitling the holder to purchase an additional common shares at $2.25 per share until October 2, 2011. The Company had received $300,000 of this amount in the year ended September 30, 2010.
	On February 2, 2010 the Company issued 49,505 common shares of the Company, at their fair value of $2.02 per share pursuant to an agreement with a former officer to settle an outstanding amount owed.
	On April 9, 2010, the Company issued 92,499 units at $2.60 per unit for proceeds of $240,498 pursuant to private placement agreements. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $3.50 per share until April 9, 2011.
	On April 30, 2010, the Company issued 9,825 common shares of the Company, at $2.85 per share as consideration for terminating a consulting agreement and for services rendered under the agreement. The common shares were recorded based upon the quoted market price of the Company’s common stock on the date of the termination of the agreement.
	On June 29, 2010, the Company issued 941,000 units at $2.50 per unit for total proceeds of $2,352,500 pursuant to private placement agreements. Each unit consisted of one common share and one-half of a common share purchase warrant entitling the holder to purchase additional common shares at $3.50 per share until December 29, 2011.
	On July 5, 2010, the Company issued 400,000 units in settlement of $1,000,000 owing to a creditor. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at 3.50 per share until January 5, 2012. The fair value of the units issued was determined to be $1,444,000 on the date they were issued and thus the Company recorded a loss on settlement of accounts payable of $444,000 with a corresponding credit to additional paid-in capital of the same amount on date of issuance. The fair value of the shares included in the units was determined with reference to their quoted market price and the value of the warrants was determined using the Black-Scholes model with the following assumptions: exercise price - $3.50, stock price - $3.15, expected volatility – 68.45%, expected life – 1.5 years, dividend yield – 0.00%.
	On September 3, 2010, the Company issued 163,000 units at $2.75 per unit for proceeds of $448,250 pursuant to private placement agreements. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $3.75 per share until March 3, 2012.
	On September 3, 2010, the Company issued 9,000 units at $2.75 per unit for finder’s fees related to the private placement of the same date. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $3.75 per share until March 3, 2012.

F-65

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 11

Note 7	Capital Stock – (cont’d)
	On September 30, 2010, the Company issued 510,638 common shares at $2.35 per share pursuant to the terms of a convertible note payable.
	On September 30, 2010, the Company issued 82,310 units at $2.25 per unit pursuant to the terms of convertible notes payable. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $3.50 per share until September 30, 2011.
	On September 30, 2010, the Company issued 245,748 units at $2.25 per unit pursuant to the terms of convertible notes payable. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $3.00 per share until September 30, 2012.
	On November 18, 2010, the Company issued 393,846 units at $2.75 per unit for proceeds of $1,083,075 pursuant to a private placement agreement. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $4.50 per share until May 18, 2012. The Company paid a finder’s fee totalling $65,363 in respect of this private placement.
	On November 18, 2010, the Company issued 3,636 units at $2.75 per unit for finder’s fees related to the private placement of the same date. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $4.50 per share until May 18, 2012.
	On November 18, 2010, the Company issued 853,075 units in the conversion of two notes payable originally convertible at $2.50. The Company recorded debt conversion expense of $504,160, related to the fair value of the additional units issued as a result of converting at the lower conversion price. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $3.00 per share until November 18, 2012. The fair value of the shares included in the units was determined with reference to their quoted market price and the value of the warrants was determined using the Black-Scholes model with the following assumptions: exercise price - $3.00, stock price - $4.12, expected volatility – 78.33%, expected life – 2.0 years, dividend yield – 0.00%, risk-free rate – 0.52%.
	On November 18, 2010, the Company issued 145,063 shares of common stock at their fair value of $4.12 per share based on their quoted market price pursuant to settling non- convertible interest bearing notes payable outstanding in the amount of $398,922, including accrued interest of $26,032. The Company recorded a loss on settlement of debt of $198,738 based on the difference between the carrying value of the debt settled and the fair value of the shares issued.
	On November 18, 2010, the Company issued 181,818 shares of common stock at their fair value of $4.12 per share based on the quoted value of units issued in a private placement on the same date to one creditor in settlement of $500,000 of debt owing. The Company recorded a loss on settlement of accounts payable of $249,090 based on the difference of the carrying value of the account payable and the fair value of the shares issued.

F-66

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 12

Note 7	Capital Stock – (cont’d)
	On November 25, 2010, the Company issued 29,851 units at $3.35 per unit for proceeds of $100,000 pursuant to a private placement agreement. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $4.50 per share until November 25, 2012.
	On November 25, 2010, the Company issued 2,985 units at $3.35 per unit for finder’s fees related to the private placement of the same date. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $4.50 per share until November 25, 2012.
	On February 1, 2011, the Company issued 61,014 units at $3.75 per unit for proceeds of $228,800 pursuant to a private placement agreement. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $5.25 per share until August 1, 2012.
	On May 3, 2011, the Company issued 33,334 units at $3.00 per unit for proceeds of $100,000 pursuant to a private placement agreement. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $4.00 per share until April 20, 2013.
	On June 19, 2011, the Company issued 700,000 common shares at $2.25 per share for proceeds of $1,575,000 pursuant to the exercise of warrants.
	On September 26, 2011, the Company issued 650,000 units in settlement of $975,000 of debt owing. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $2.00 per share until September 26, 2012. The Company recorded a loss on settlement of accounts payable in the amount of $84,963 based on the fair value of shares being $975,000 at their issuance and the fair value of the warrants determined to be $84,963. The fair value of the shares included in the units was determined with reference to their quoted market price and the value of the warrants was determined using the Black-Scholes model with the following assumptions: exercise price - $2.00, stock price - $1.50, expected volatility – 69%, expected life – 1.0 years, dividend yield – 0.00%, risk-free interest rate – 0.10%.
	On December 6, 2011, the Company issued 615,600 units at $1.25 per unit for proceeds of $769,500 pursuant to private placement agreements. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $2.00 per share until December 6, 2012. The Company paid finder’s fees of $77,000 in connection with this private placement.

F-67

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 13

Note 7	Capital Stock – (cont’d)
	On February 9, 2012 the Company issued 8,000 units for service rendered by a director and officer of the Company. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $2.00 per share until February 9, 2013. The fair value of the units issued was determined to be $15,896 on the date they were issued and the Company recorded consulting fees of $15,896 on the statement of operations for the year ended September 30, 2012. The fair value of the shares included in the units was determined with reference to their quoted market price and the value of the warrants was determined using the Black-Scholes model with the following assumptions: exercise price - $2.00, stock price - $1.74, expected volatility – 84.88%, expected life – 1.0 years, risk free interest rate – 0.15%, dividend yield – 0.00%.
	On February 9, 2012, the Company issued 270,000 units at $1.25 per unit for proceeds of $337,500 pursuant to private placement agreements. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase additional common shares at $2.00 per share until February 9, 2013. The Company paid a finder’s fee of $33,750 in connection with this private placement. During the six months ended March 31, 2014, the Company recorded a recovery of $25,150 in respect of these finder’s fees, which has been recorded as additional paid in capital.
	On May 31, 2012, the Company issued 2,700,513 units in settlement of $1,297,889 in promissory notes and $52,367 of accrued interest on these notes, which was included in accounts payable and accrued liabilities Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $0.75 per share until November 30, 2013.
	On June 26, 2012, the Company agreed to issue 75,000 common shares to the former president of the Company for past services and in final settlement of a consulting agreement dated February 1, 2007. These shares were issued on July 12, 2012.
	On July 5, 2013, the Company issued 4,208,910 units in settlement of $549,000 in promissory notes, $26,058 of accrued interest on these notes, which was included in accounts payable and accrued liabilities, and $1,108,506 in other accounts payable and accrued liabilities. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $0.75 per share until July 5, 2018.
	On July 5, 2013, the Company issued 2,196,133 units at $0.40 per unit for gross proceeds of $878,453 pursuant to private placement agreements. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $0.75 per share until July 5, 2018. The Company paid finder’s fees of $89,680 and issued warrants to purchase 43,923 shares of common stock at $0.75 per share until July 5, 2018 in connection with this private placement. In addition, the Company incurred share issuance costs of $16,494.

F-68

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 14

Note 7	Capital Stock – (cont’d)
	All of the 6,448,966 warrant agreements issued on July 5, 2013 contain a contingent call provision whereby the Company may have the option to call for cancellation all or any portion of the warrants for consideration equal to $0.001 per share, provided the quoted market price of the Company’s common stock exceeds $1.50 for a period of twenty consecutive trading days, subject to certain minimum volume restrictions and other restrictions as provided in the warrant agreements.
	On February 24, 2014, the Company issued 120,000 units at $0.50 per unit for gross proceeds of $60,000, which was received during the year ended September 30, 2013. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $1.00 per share for a period of five years from the date of issuance.
	On February 24, 2014, the Company issued 500,000 units at $0.30 per unit for gross proceeds of $150,000. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $0.75 per share for a period of five years from the date of issuance.
	Common stock to be issued
	On February 28, 2014, the Company received $30,000 in share subscriptions in respect of the issuance of 100,000 units at $0.30 per unit. Each unit consisted of one common share and one common share purchase warrant entitling the holder to purchase additional common shares at $0.75 per share for a period of five years from the date of issuance.
Note 8	Lincoln Park Purchase Agreement
	On July 5, 2013, the Company entered into a $10,000,000 purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC, (“Lincoln Park”) an Illinois limited liability company (the “Financing”) pursuant to which the Company may sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $10,000,000 in value of its shares of common stock from time to time over a 25 month period. In connection with the Financing, the Company also entered into a registration rights agreement with Lincoln Park whereby the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the shares of the Company’s common stock that may be issued to Lincoln Park under the Purchase Agreement.

F-69

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 15

Note 8	Lincoln Park Purchase Agreement – (Cont’d)
	The Company will determine, at its own discretion, the timing and amount of its sales of common stock, subject to certain conditions and limitations. The purchase price of the shares that may be sold to Lincoln Park under the Purchase Agreement will be based on the market price of the Company’s shares of common stock immediately preceding the time of sale without any fixed discount, provided that in no event will such shares be sold to Lincoln Park when the closing sale price is less than $0.50 per share. There are no upper limits on the per share price that Lincoln Park may pay to purchase such common stock. The purchase price will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or similar transaction occurring during the business days used to compute such price.
	Pursuant to the Purchase Agreement, Lincoln Park initially purchased 250,000 shares of the Company’s common stock for $100,000. In consideration for entering into the Purchase Agreement, the Company issued to Lincoln Park 341,858 shares of common stock as a commitment fee and shall issue up to 133,409 shares pro rata, when and if, Lincoln Park purchases, at the Company’s discretion, the remaining $10,000,000 aggregate commitment. The Purchase Agreement may be terminated by the Company at any time at its discretion without any cost to the Company.
	On October 23, 2013, the registration statement was declared effective by the SEC.
	The Company incurred $98,939 in direct expenses in connection with the Purchase Agreement and registration statement. These were recorded as share issuance costs as a charge against additional paid in capital during the year ended September 30, 2013 and during the six months ended March 31, 2014.
	During the six months ended March 31, 2014, the Company issued to Lincoln Park an aggregate of 402,510 shares of common stock under the Purchase Agreement, including 400,000 shares of common stock for an aggregate purchase price of $188,170 and 2,510 commitment shares.

F-70

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 16

Note 9	Related Party Transactions
	During the three and six months ended March 31, 2014, the Company was charged consulting fees totaling $Nil and $Nil, respectively (2013: $10,654 and $81,072, respectively) by directors, officers of the Company.
	As of March 31, 2014, included in accounts payable and accrued liabilities was $23,196 (September 30, 2013: $30,447) owing to directors and officers of the Company and a former director and officer of the Company.
	During the year ended September 30, 2013, pursuant to an employment agreement with the President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer, and Director, of the Company, the Company:

	i)	granted 2,000,000 fully vested share purchase options exercisable at $0.40 per share until July 5, 2023. No stock based compensation expense has been recognized during the three months ended March 31, 2014 and 2012 in connection with these options. The Company recognized stock based compensation expense of $1,002,500 during the year ended September 30, 2013 in connection with these options.
	ii)	issued 4,000,000 shares of restricted common stock that vest as follows:

	•	25% upon the Company starting a Phase Ib/IIb human study
	•	25% upon the Company in-licensing additional assets in clinical or pre-clinical stage (vested during the six months ended March 31, 2014)
	•	25% upon the Company securing additional non-dilutive equity funding in 2013 of at least $5,000,000 with a share price higher than the previous funding
	•	25% upon the Company obtaining a listing on a major stock exchange

Included in operating results for the three and six months ended March 31, 2014 is an amount of $610,000 relating to the vesting of 1,000,000 shares of restricted common stock upon the achievement of certain performance conditions. The fair value of $0.61 per share was determined with reference to the quoted market price of the Company's shares on the commitment date. This amount has been included in common stock to be issued at March 31, 2014.

Included in operating results for the period from January 23, 2004 (Date of inception) to March 31, 2014 is $18,375 in general and administrative expenses donated to the Company by the directors and $33,666 in debts forgiven by the directors of the Company.

F-71

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 17

Note 10

Commitments

	a)	Share Purchase Warrants
		A summary of the Company’s share purchase warrants outstanding is presented below:

					Weighted
					Average
					Exercise
		Number of Shares			Price
Balance, September 30, 2012		4,250,141		$	1.16
Expired		(1,549,628	)	$	2.56
Issued		6,448,966		$	0.75
Balance, September 30, 2013		9,149,479		$	0.75
Expired		(2,700,513	)	$	0.75
Issued		68,286,666		$	0.36
Balance, March 31, 2014		74,735,632		$	0.40

At March 31, 2014, the Company had 74,735,632 share purchase warrants outstanding as follows:

Number			Exercise Price			Expiry Date
6,448,966		$	0.75			July 5, 2018
500,000		$	0.75			February 14, 2019
120,000		$	1.00			February 24, 2019
33,833,333		$	0.30			March 13, 2019
33,833,333		$	0.42			March 13, 2019
74,735,632

All of the 6,448,966 warrants expiring on July 5, 2018 and the 500,000 warrants expiring February 14, 2019 contain a contingent call provision whereby the Company may have the option to call for cancellation of all or any portion of the warrants for consideration equal to $0.001 per share, provided the quoted market price of the Company’s common stock exceeds $1.50 for a period of twenty consecutive trading days, subject to certain minimum volume restrictions and other restrictions as provided in the warrant agreements.

F-72

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 18

Note 10

Commitments – (cont’d)

	b)	Stock–based Compensation Plan
		In April, 2007, the Company adopted a stock option plan which provides for the granting of stock options to selected directors, officers, employees or consultants in an aggregate amount of up to 3,000,000 common shares of the Company and, in any case, the number of shares to be issued to any one individual pursuant to the exercise of options shall not exceed 10% of the issued and outstanding share capital. The granting of stock options, exercise prices and terms are determined by the Company's Board of Directors. If no vesting schedule is specified by the Board of Directors on the grant of options, then the options shall vest over a 4-year period with 25% of the options granted vesting each year commencing 1 year from the grant date. For stockholders who have greater than 10% of the outstanding common shares of the Company and who have granted options, the exercise price of their options shall not be less than 110% of the fair of the stock on grant date. Otherwise, options granted shall have an exercise price equal to their fair value on grant date.
		On February 2, 2011, the Company amended and restated the 2007 stock option plan to increase the number of options authorized to 4,000,000.
		A summary of the status of Company’s outstanding stock purchase options for the year ended March 31, 2014 is presented below:

						Weighted
						Average			Weighted Average
			Number of			Exercise			Grant Date fair
			Shares			Price			value
	Outstanding at September 30, 2012		1,775,000		$	2.94
	Expired		(550,000	)	$	3.86
	Forfeited		(150,000	)	$	3.72
	Granted		2,000,000		$	0.40		$	0.50
	Outstanding at September 30, 2013		3,075,000		$	1.26
	Expired		(505,000	)	$	2.50
	Outstanding at March 31, 2014		2,570,000		$	1.02
	Exercisable at March 31, 2014		2,300,000		$	0.79
	Exercisable at September 30, 2013		2,305,000		$	0.79

F-73

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 19

Note 10

Commitments – (cont’d)

	b)	Stock–based Compensation Plan – (cont’d)
		At March 31, 2014, the following stock options were outstanding:

Number of Shares														Aggregate			Remaining
					Number			Exercise						Intrinsic			Contractual
Total					Vested			Price			Expiry Date			Value			Life (yrs)
150,000		(1	)		150,000		$	3.10			June 30, 2014			-			0.25
50,000		(2	)		50,000		$	3.50			June 30, 2014			-			0.25
100,000		(3	)		100,000		$	3.67			March 30, 2016			-			2.00
270,000		(4	)		-		$	3.00			February 8, 2017			-			2.86
2,000,000		(5	)		2,000,000		$	0.40			July 5, 2023			-			9.27
2,570,000					2,300,000									-

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 March 31, 2014.

	(1)	As of March 31, 2014 and September 30, 2013, these options had fully vested. The Company did not recognize any stock-based compensation for these options during the six months ended March 31, 2014 (2013: $Nil).
	(2)	As of March 31, 2014 and September 30, 2013, these options had fully vested. The Company did not recognize any stock-based compensation during the six months ended March 31, 2014 (2013: $nil).
	(3)	As of March 31, 2014 and September 30, 2013, these options had fully vested. The fair value of these options at issuance was calculated to be $267,000. The Company did not recognize any stock-based compensation during the six months ended March 31, 2014 (2013: $Nil).
	(4)	As of March 31, 2014 and September 30, 2013, these options had not vested. The options vest upon one or more compounds: entering Phase II trial – 90,000 options; entering Phase III trial – 90,000 options; and receiving FDA approval – 90,000 options. No stock-based compensation has been recorded in the financial statements as none of the performance conditions have yet been met.
	(5)	As of March 31, 2014 and September 30, 2013 these options had fully vested. These options were granted during the year ended September 30, 2013 and vested immediately upon granting. The Company recognized stock based compensation expense of $Nil during the six months ended March 31, 2014 (2013: $Nil) in connection with these options.

During the six months ended March 31, 2014, 505,000 options expired for which the Company had recognized stock-based compensation of $Nil (2013: $Nil) during the six months ended March 31, 2014.

F-74

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Anavex Life Sciences Corp.
(A Development Stage Company)
Notes to the Interim Condensed Consolidated Financial Statements
March 31, 2014 and 2013
Unaudited – Page 20

Note 10

Commitments – (cont’d)

	b)	Stock–based Compensation Plan – (cont’d)
		At March 31, 2014, the following summarizes the unvested stock options:

						Weighted			Weighted
						Average			Average
			Number of			Exercise			Grant-Date
			Shares			Price			Fair Value
	Unvested options at September 30, 2012		870,000		$	2.81		$	1.82
	Granted		2,000,000		$	0.40		$	0.50
	Expired		(100,000	)	$	3.86		$	2.49
	Vested		(2,000,000	)	$	0.40		$	0.50
	Unvested options at September 30, 2013		770,000		$	2.68		$	1.74
	Expired		(500,000	)	$	2.50		$	1.48
	Unvested options at March 31, 2014		270,000		$	3.00		$	2.21

As of March 31, 2014, there was no unrecognized compensation cost associated with unvested share-based compensation awards that will become vested exclusive of achieving any performance milestones that is expected to be recognized in the current fiscal year. There has been no stock-based compensation recognized in the financial statements for the six months ended March 31, 2014 (2013: $nil) for options that will vest upon the achievement of performance milestones because the Company has determined that satisfaction of the performance milestones was not probable. Compensation relating to stock options exercisable upon achieving performance milestones will be recognized in the period the milestones are achieved.

Note 11	Supplemental Cash Flow Information
	Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows.
	During the six months ended March 31, 2014, the Company reclassified an amount of $221,000 into equity upon modification of the terms of certain derivative instruments.
	During the six months ended March 31, 2013, the Company issued three promissory notes in the aggregate principal amount of $212,292 in exchange for accounts payable owing to three vendors in respect of unpaid consulting fees.
	These transactions have been excluded from the statements of cash flows.
Note 12	Subsequent Events
	On May 6, 2014, in favor of new directors Bernd Metzner, PhD and Elliot Favus, MD, the Company’s board of directors (the “Board”) approved the grant to each of options to purchase one hundred fifty thousand (150,000) shares of Company common stock at the closing market price for the common stock as of May 7, 2014 ($0.30), with said options to vest annually over a three year period commencing on the first anniversary of the date of each director’s appointment, as applicable.
	On May 9, 2014, the Board approved a cash bonus in the amount of $400,000 to the Company’s President and CEO, Christopher Missling, related to the Company’s success in securing $10,000,000 in financing under the March 13, 2014 Securities Purchase Agreement (the “March Financing”). Additionally, the Board granted to Mr. Missling 500,000 options to purchase shares of the Company’s common stock at a price per share equal to the common stock’s closing price on May 8, 2014 ($0.33). The Board determined that the March Financing constituted the achievement of certain milestones under Mr. Missling employment agreement, entitling Mr. Missling to receive the applicable distributions and benefits thereunder.

F-75

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ANAVEX LIFE SCIENCES CORP.

11,011,420 Shares of Common Stock

PROSPECTUS

, 2014

60

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution.

The following table sets forth all costs and expenses, payable by us in connection with the sale of the common stock being registered. All amounts shown are estimates except for the SEC registration fee.

		Amount to
		be Paid
SEC registration fee	$	468.03
Printing and engraving expenses	$	3,500.00
Legal fees and expenses	$	35,000.00
Accounting fees and expenses	$	5,000.00
Transfer agent and registrar fees and expenses	$	4,500.00
Placement Agent Fee	$	700,000.00
Miscellaneous expenses	$	2,500.00
Total	$	750,968.03

The Selling Security Holders are not be responsible for any of the foregoing payments.

Item 14.

Indemnification of Directors and Officers.

Under the Nevada Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation.

Our Articles of Incorporation provide that no director or officer shall be personally liable to our Company or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts or omissions involve: (i) a breach of the director's duty of loyalty to our Company and our stock holders, (ii) bad faith, intentional misconduct or a knowing violation of law, (iii) the payment of dividends in violation of the General Corporate Law of Nevada, or (iv) any transaction from which the director derived an improper personal benefit.

Our Bylaws provide we have the power to indemnify, to the greatest allowable extent permitted under the General Corporate Laws of Nevada, directors or officers of our Company for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of our Company. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of our Company under Nevada law or otherwise, our Company has been advised that the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

At present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

II-1

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Item 15.

Recent Sales of Unregistered Securities.

Our Company has issued the following securities during the past three (3) years without registering the securities under the Securities Act:

On March 13, 2014, the Company entered into a Securities Purchase Agreement with certain purchasers identified therein pursuant to which the Company agreed to sell, and the purchasers agreed to purchase, Senior Convertible Debentures due March 18, 2044 in the aggregate principal amount of $10,000,000. In addition to the Debentures, the Company agreed to issue to the purchasers two series of warrants representing the right to purchase up to an aggregate of 67,666,666 shares of the Company’s common stock. The purchase and sale of the debentures and warrants was consummated on March 18, 2014, and resulted in gross proceeds to the Company in the amount of $10,000,000, before deducting agent fees and other transaction-related expenses. The purchasers were: Auriga Global Investors SU, SA; Auriga Investors-Montserrat Global Fund; Hudson Bay Master Fund LTD; DAFNA LifeScience LP; DAFNA LifeScience Market Neutral L.P.; DAFNA LifeScience Select L.P.; Joann Mostovoy; Sabby Healthcare Volatility Master Fund, Ltd.; Sabby Volatility Warrant Master Fund, Ltd.; Sphera Global Healthcare Master Fund; and HFR HE Sphera Global Healthcare Master Trust. Additionally, in connection with the transaction, Maxim Partners LLC (an affiliate of Maxim Group LLC who served as the exclusive placement agent), was issued warrants representing the right to purchase up to an aggregate of 1,000,000 shares of the Company’s common stock. The securities were issued pursuant to an exemption from registration pursuant to the provisions of and related to Section 4(a)(2) of the Securities Act.

In March, 2014, we agreed with Lincoln Park to issue up to $500,000 worth of common stock at $0.30 per share and that with such investment, Lincoln Park received a Series A Warrant with an exercise price of $0.30 and a Series B Warrant with an exercise price of $0.42, each respectively representing the right to purchase up to an aggregate of 1,666,667 shares of the Company’s common stock. The securities were issued pursuant to an exemption from registration pursuant to the provisions of and related to Section 4(a)(2) of the Securities Act.

On February 14, 2014, the Company finalized two private placement transactions whereby the Company raised $210,000 via the sale of units consisting of common stock and warrants. The securities were issued pursuant to an exemption from registration pursuant to the provisions of and related to Section 4(a)(2) of the Securities Act.

On February 4, 2014 the Company entered into a Securities Purchase Agreement with Harald Dremel pursuant to which the Company agreed to sell, and the purchasers agreed to purchase, an aggregate $30,000 in value of Units. Pursuant to that Agreement, Units means (i) units of securities each consisting of one share of Common Stock at a purchase price of $0.30 and (ii) one Warrant to purchase one share of Common Stock at a purchase price of $0.75. The securities were issued pursuant to an exemption from registration pursuant to the provisions of and related to Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder, or Rule 903 of Regulation S promulgated under the Securities Act.

On July 5, 2013, the Company entered into a Purchase Agreement. Pursuant to the Purchase Agreement, Lincoln Park initially purchased 250,000 shares of the Company’s common stock for $100,000. The Company has the right, in its sole discretion over a 25-month period, to sell to Lincoln Park up to the additional aggregate commitment of $9.9 Million of shares of common stock. There are no upper limits on the per share price that Lincoln Park may pay to purchase such common stock. Furthermore, the Company controls the timing and amount of any future sales, if any, of shares of common stock to Lincoln Park. Lincoln Park has no right to require any sales and is obligated to purchase common stock as directed by the Company. In consideration for entering into the Purchase Agreement, the Company issued to Lincoln Park 341,858 shares of common stock as a commitment fee and shall issue up to 133,409 shares pro rata, when and if, LPC purchases at the Company’s discretion the $10 Million aggregate commitment. The securities were issued pursuant to an exemption from registration pursuant to the provisions of and related to Section 4(a)(2) of the Securities Act.

II-2

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On July 5, 2013, the Company completed the closing of the Private Placement. The securities issued pursuant to the Private Placement were exempt from registration pursuant to the provisions of and related to Section 4(a)(2) of the Securities Act.

On July 5, 2013, the Company granted 4,000,000 shares of restricted common stock, subject to vesting milestones in four equal installments, to Christopher Missling, PhD, in connection with the Company’s employment agreement with Mr. Missling.

On June 26, 2012 we issued an aggregate of 75,000 shares of our common stock at a deemed value of US $1.00 per share to Harvey Lalach, a former director of our Company, for his past services and in final settlement of his Consulting Agreement dated February 1, 2007.

On May 31, 2012, we entered into subscription agreements with the holders of three promissory notes and one convertible debenture to convert all the funds outstanding into shares of common stock on the following terms: each $0.50 of debt owing was converted into one unit, each unit comprising one common share and one common share purchase warrant, with each warrant exercisable for a period of 18 months into one common share at an exercise price of $0.75 (a “Unit”). 469,152 Units were issued in repayment of a promissory note dated May 4, 2011. 66,066 Units were issued in repayment of a promissory note dated April 2, 2012. 1,620,628 Units were issued in repayment of a promissory note dated April 20, 2012. 544,667 Units were issued upon conversion of a convertible debenture agreement dated April 19, 2012. We issued the securities to non-U.S. persons (as that term is defined in Regulation S of the Securities Act, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act, as amended.

On February 9, 2012 we issued an aggregate of 8,000 units of our securities at a price of US $1.25 per unit to George Tidmarsh, a former director of our Company, for his services during the month of January, 2012. Each unit consists of one share of our common stock and one-half of one share purchase warrant. Each whole warrant was exercisable at US $2.00 for one share of common stock for a period of 12 months. We issued the securities to one U.S. person, who is an accredited investor (as that term is defined in Rule 501 of Regulation D, promulgated by the Securities and Exchange Commission pursuant to the Securities Act, and in issuing these securities to this investor we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act. On February 9, 2012, we issued an aggregate of 270,000 units of our Company to three investors at a price of US $1.25 per unit for gross proceeds of US $337,500 pursuant to subscription agreements with each investor. Each unit is comprised of one share of our common stock and one half of one share purchase warrant. One whole share purchase warrant is exercisable into one share of our common stock at an exercise price of US $2.00 per share of common stock for a period of 12 months. We issued the securities to three non-U.S. persons (as that term is defined in Regulation S of the Securities Act) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act. On July 9, 2010 we filed a current report on Form 8-K announcing the issuance to one creditor, pursuant to a shares for services agreement, 400,000 shares of our common stock and 200,000 warrants exercisable at US $3.50 until January 30, 2012. Our Company has agreed to extend the expiry date of the warrants to January 30, 2013 and reduce the warrant exercise price to US $1.50.

On December 6, 2011, we issued an aggregate of 615,600 units of our Company to two investors at a price of $1.25 per unit for gross proceeds of $769,500. Each unit is comprised of one share of our common stock and one half of one share purchase warrant. One whole share purchase warrant is exercisable into one share of our common stock at an exercise price of $2.00 per share until December 6, 2012.In connection with the issuance of the units, we paid $57,000 in finders fees to one individual for facilitating the private placement. We issued the securities to two non-U.S. persons (as that term is defined in Regulation S of the Securities Act) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act.

On September 26, 2011, we issued 650,000 units in settlement of $975,000 of debt owing. Each unit consisted of one common share and one-half common share purchase warrant entitling the holder to purchase an additional common share at $2.00 per share until September 26, 2012. We relied on the registration exemption provided for Section 4(a)(2) of the Securities Act.

II-3

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On June 19, 2011 we issued 700,000 shares of our common stock through the exercise of warrants. The shares of our common stock were issued at $2.25 per share for aggregate proceeds of $1,575,000. We issued these shares to two non-U.S. persons (as that term is defined in Regulation S of the Securities Act) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act.

On April 20, 2011, Anavex issued a $250,000 convertible debenture to one investor. The convertible debenture was set to mature on the earliest of (a) April 20, 2012; (b) conversion of the debentures; or (c) early retirement of the debentures. On May 4, 2011, Anavex issued a $500,000 convertible debenture to one investor with the same maturity date. The convertible debenture s may were convertible at any time, prior to maturity, into units of the Company at a conversion price of $3.00 per share. Each unit was comprised of one share of common stock and one warrant, with each warrant exercisable into one additional common share for two years at an exercise price of $4.00. The convertible debenture was an unsecured obligation and carried an interest rate equal to the 8% per annum on the principal amount. The convertible debentures were set to mature on the earliest of (a) April 20 , 2012; (b) conversion of the debentures; or (c) early retirement of the debentures. In connection with the issuance of the convertible debentures, the Company paid $100,000 in fees to Weiser Capital Ltd. of the Bahamas. Concurrently, Weiser Capital Ltd. exercised its right to acquire 33,334 shares and 33,334 warrants of the Company at an aggregate purchase price of $100,000. The warrants were exercisable at $4.00 per share for two years. We issued the securities to non-U.S. person s (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act.

On April 19, 2011, we arranged for the sale of $1,000,000 in convertible debentures. On April 20, 2011, we issued one $250,000 convertible debenture to one investor. We paid $100,000 in fees to the purchaser for arranging the convertible debentures. For five business days subsequent to April 20, 2011, the investor had the right to acquire 33,334 shares and 33,334 warrants of our Company at an aggregate purchase price of $100,000. The warrants were exercisable at $4.00 per share for two years. The convertible debenture could be converted at any time, prior to maturity, into units of our Company at a conversion price of $3.00 per share. Each unit was comprised of one share of common stock and one warrant, with each warrant exercisable into one additional common share for two years at an exercise price of $4.00. The convertible debenture was an unsecured obligation of our Company and carried an interest rate equal to the 8% per annum on the principal amount. The convertible debenture were set to mature on the earliest of (a) April 20, 2012; (b) conversion of the debentures; or (c) early retirement of the debentures. We issued the security to one non-U.S. persons (as that term is defined in Regulation S of the Securities Act) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act.

On February 24, 2011 we announced the appointment of Sean Lowry to our board of directors. For acting as a director, we agreed to issue 150,000 stock options exercisable at $3.72 for a period of five years.

On February 1, 2011 we entered into subscription agreements with five investors and issued 61,014 units of our securities at a purchase price of US $3.75 per unit for gross proceeds of US$228,800. Each unit consisted of one share of our common stock and one-half of one share purchase warrant. Each whole share purchase warrant entitled the holder to purchase one share of our common stock at a purchase price of US$5.25 per share for a period of 18 months. A finders fee of 10% of the proceeds was paid to three offshore finders. We issued the units to five non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(a)(2) of the Securities Act.

Item 16.

Exhibits and Financial Statement Schedules.

(a)  Exhibits

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Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to an exhibit to our Registration Statement on Form SB-2 filed on January 13, 2005)
3.2	Bylaws (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 28, 2007)
3.3	Articles of Merger filed with the Secretary of State of Nevada on January 10, 2007 and which is effective January 25, 2007 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on January 25, 2007)
(4)	Instruments defining rights of security holders, including indentures
4.1	Specimen Stock Certificate (incorporated by reference to an exhibit to our Registration Statement on Form SB-2 filed on January 13, 2005)
4.2	Form of Convertible Loan Agreement (incorporated by reference to an exhibit to our Form 8- K filed on April 3, 2009)
4.3	8% Convertible Loan Agreement dated June 3, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on June 23, 2009)
4.4	8% Convertible Loan Agreement dated June 19, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on June 26, 2009)
(5)	Opinion re: Legality
5.1*	Opinion of Burton Bartlett & Glogovac
(10)	Material Contracts
10.1	Agreement between Anavex Life Sciences Corp. and Dr. Alexandre Vamvakides dated January 31, 2007 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on February 7, 2007)
10.2	Form of Stock Option Agreement (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on February 22, 2007)
10.3	Shares for Services and Subscription Agreement dated September 11, 2007 between our Company and Eurogenet Labs S.A. (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 27, 2007)
10.4	2007 Stock Option Plan (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 28, 2007)
10.5	Consulting Agreement with Cameron Durrant dated May 20, 2008 (incorporated by reference to an exhibit to our Quarterly Report on Form 10-QSB filed on August 18, 2008
10.6	Form of Convertible Loan Agreement (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on April 3, 2009)
10.7	Consulting Agreement with Tariq Arshad dated March 2, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on April 3, 2009)
10.8	Consulting Agreement with Dr. Mark Smith dated January 13, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on April 3, 2009)
10.9	Form of Subscription Agreement (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on April 3, 2009)
10.10	Form of Warrant Certificate (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on April 3, 2009)
10.11	Amended Consulting Agreement with Cameron Durrant dated May 14, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on June 23, 2009)

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10.12	CEO Consulting Agreement with Dr. Herve de Kergrohen dated June 12, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on June 23, 2009)
10.13	Form of Private Placement subscription agreement dated June 15, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on June 23, 2009)
10.14	Shares for Services Agreement with Andreas Eleuthariadis dated June 10, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on June 23, 2009)
10.15	Shares for Services Agreement with Vasileios Kourafalos dated June 10, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on June 23, 2009)
10.16	Shares for Services Agreement with George Kalkanis dated June 10, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on June 23, 2009)
10.17	Stock Option Agreement with Alexandre Vamvakides dated June 11, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on June 23, 2009)
10.19	Form of Private Placement Subscription Agreement Convertible Loan (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on June 26, 2009)
10.20	Form of Private Placement Subscription Agreement for Units (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on June 26, 2009)
10.21	Consultant Services Agreement with NAD Ltd. dated July 1, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on November 24, 2009)
10.22	Form of Subscription Agreement (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on November 24, 2009)
10.23	Form of Warrant Certificate (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on August 12, 2009)
10.24	Stock Option Agreement with Alexander Vamvakides dated October 19, 2009 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on November 24, 2009)
10.25	Promissory note issued to Stonehedge Limited on January 1, 2010 (incorporated by reference to an exhibit to our Quarterly Report on Form 10-Q filed on March 31, 2010)
10.26	Second Amended Consulting Agreement with Dr. Cameron Durrant dated January 2, 2010 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on April 9, 2010)
10.27	Contract Lease Agreement with Euro Genet Labs SA dated February 1, 2010 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on April 9, 2010)
10.28	Form of Subscription Agreement (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on April 9, 2010)
10.29	Form of Warrant Certificate (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on April 9, 2010)
10.30	Form of Convertible Loan Agreement (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on April 9, 2010)
10.31	Form of Subscription Agreement for US subscribers (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on July 6, 2010)
10.32	Form of Subscription Agreement for non-US subscribers (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on July 6, 2010)
10.33	Form of Warrant Certificate for US warrant holders (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on July 6, 2010)
10.34	Form of Warrant Certificate for non-US warrant holders (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on July 6, 2010)
10.35	Shares for Services Agreement dated July 5, 2010 with Eurogenet Labs SA (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on July 9, 2010)

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10.36	Form of Warrant Certificate for non-US warrant holders (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on July 9, 2010)
10.37	Agreement for Services with Genesis Biopharma Group LLC dated August 10, 2010 (incorporated by reference to an exhibit of our Current Report on Form 8-K filed on August 18, 2010) (portions of the exhibit have been omitted pursuant to a request for confidential treatment)
10.38	Agreement for Services with ABX-CRO Advanced Pharmaceutical Services dated August 10, 2010 (incorporated by reference to an exhibit of our Current Report on Form 8-K filed on August 18, 2010)(portions of the exhibit have been omitted pursuant to a request for confidential treatment)
10.39	Form of Subscription Agreement (US Purchasers) (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 9, 2010)
10.40	Form of Subscription Agreement (Canadian and Offshore Purchasers) (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 9, 2010)
10.41	Form of Warrant Certificate (US warrant holders)(incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 9, 2010)
10.42	Form of Warrant Certificate (Canadian and Offshore warrant holders) (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 9, 2010)
10.43	Consulting Agreement dated August 2, 2010 with Tom Skarpelos (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 27, 2010)
10.44	Independent Contractor Agreement dated September 1, 2010 with David Tousley (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 27, 2010)
10.45	Sublease Contract with Genesis Research LLC dated September 15, 2010 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 27, 2010)
10.46	Form of Subscription Agreement (US Purchasers) (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on November 22, 2010)
10.47	Form of Subscription Agreement (non-US Purchasers) (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on November 22, 2010)
10.48	Form of Warrant Certificate (US Warrant Holders) (US Purchasers) (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on November 22, 2010)
10.49	Form of Warrant Certificate (non-US Warrant Holders) (US Purchasers) (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on November 22, 2010)
10.50	Shares for Service and Subscription Agreement dated November 1, 2010 with Eurogenet Labs SA (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on November 22, 2010)
10.51	Subscription Agreement with Stonehedge Limited dated November 17, 2010 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on November 22, 2010)
10.52	Form of Subscription Agreement (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on November 30, 2010)
10.53	Form of Warrant Certificate Form of Subscription Agreement (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on November 30, 2010)
10.54	Shares for Services Agreement Form of Subscription Agreement (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on November 30, 2010)
10.55	Form of Subscription Agreement (non-US Purchasers) (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on February 7, 2011)
10.56	Form of Warrant Certificate (non-US Warrant Holders) (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on February 7, 2011)

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10.57	Termination Agreement dated February 2, 2011 with Genesis BioPharma Group, LLC (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on February 7, 2011)
10.58	Independent Contractor Agreement with Harvey Lalach dated February 1, 2011 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on February 7, 2011)
10.59	Independent Contractor Agreement with Dr. Angelos Stergiou dated February 1, 2011 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on February 7, 2011)
10.60	Amended and Restated 2007 Stock Option Plan (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on February 8, 2011)
10.61	Form of Advisory Board Consulting Agreement (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on February 28, 2011)
10.62	Consulting Agreement dated March 30, 2011 with Shackleton Consulting Corp. (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on April 13, 2011)
10.63	Form of subscription agreement for convertible debenture (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on April 26, 2011)
10.64	Form of subscription agreement for convertible debenture (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on May 9, 2011)
10.65	Form of warrant certificate (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on May 9, 2011)
10.66	Amended Stock Option Agreement dated September 16, 2011 with Cameron Durrant (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 21, 2011)
10.67	Consulting Agreement dated effective October 10, 2011, with George Tidmarsh (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on October 14, 2011)
10.68	Form of subscription agreement for services (US purchaser) (incorporated by reference to our current report on Form 8-K filed on February 10, 2012)
10.69	Form of subscription agreement for units (Offshore purchasers) (incorporated by reference to our current report on Form 8-K filed on February 10, 2012)
10.70	Unsecured Promissory Note dated April 20, 2012 issued to Georgia Georgopoulou (incorporated by reference to our quarterly report on Form 10-Q filed on May 15, 2012)
10.71	Form of subscription agreements for convertible debenture and promissory notes (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on June 7, 2012)
10.72	Promissory Note dated October 17, 2012 issued to Akira International Limited (incorporated by reference to an exhibit to our Annual Report on Form 10-K filed on December 31, 2012)
10.73	Promissory Note dated November 12, 2012 issued to Akira International Limited (incorporated by reference to an exhibit to our Annual Report on Form 10-K filed on December 31, 2012)
10.74	Form of SPA (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on July 8, 2013)
10.75	Form of Exchange Agreement (incorporated by reference to an exhibit to our Current Report on Form 8- K filed on July 8, 2013)
10.76	Form of Warrant (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on July 8, 2013)
10.77	Form of Registration Rights Agreement (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on July 8, 2013)
10.78	Purchase Agreement, dated as of July 5, 2013, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on July 8, 2013)

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10.79	Registration Rights Agreement, dated as of July 5, 2013, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on July 8, 2013)
10.80	Employment Agreement, dated as of July 5, 2013, by and between the Company and Christopher Missling, PhD (incorporated by reference to an exhibit to our Quarterly Report on Form 10-Q filed on August 14, 2013)
10.81	2012 Addendum to the Contract for the Transfer of a Patent Invention and Scientific Collaboration dated January 11, 2013 (incorporated by reference to an exhibit to our Annual Report on Form 10-K filed on December 30, 2013)
10.82	Appendix A to the 2012 Addendum to the Contract for the Transfer of a Patent Invention and Scientific Collaboration dated January 11, 2013 (incorporated by reference to an exhibit to our Annual Report on Form 10-K filed on December 30, 2013)
10.83	Form of Securities Purchase Agreement, dated March 13, 2014 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on March 19, 2014)
10.84	Form of Registration Rights Agreement, dated March 13, 2014 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on March 19, 2014)
10.85	Form of Senior Convertible Debenture dated March 18, 2014 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on March 19, 2014)
10.86	Form of Series A/B Warrant dated March 18, 2014 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on March 19, 2014)
10.87*	Private Placement Engagement Letter by and between the Company and Maxim Group LLC, dated February 5, 2014.
(14)	Code of Ethics
14.1	Code of Conduct (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 28, 2007)
(21)	Subsidiaries
21.1	Anavex Life Sciences (France) SA, incorporated under the laws of France
(23)	Consents of Experts and Counsel
23.1*	Consent of BDO USA, LLP
23.2*	Consent of BDO Canada, LLP
23.2	Consent of Burton Bartlett & Glogovac (Included in Exhibit 5.1)
(99)	Additional Exhibits
99.1	Insider Trading Policy Adopted August 27, 2010 (incorporated by reference to an exhibit to our Current Report on Form 8-K filed on September 27, 2010)
(101)	XBRL
101.INS*	XBRL INSTANCE DOCUMENT
101.SCH*	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Filed herewith.

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(b)  Financial Statement Schedules

No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.

Item 17.

Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

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(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement on Form S-1/A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 8th day of July 2014.

	ANAVEX LIFE SCIENCES CORP.
	By:	/s/ Christopher Missling, PhD
		Christopher Missling, PhD
		Chief Executive Officer, Principal
		Executive Officer and Chairman of the
		Board of Directors

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Christopher Missling, PhD
Christopher Missling, PhD		Chief Executive Officer, Principal		July 8, 2014
		Executive Officer, Chief
		Financial Officer, Principal
		Financial and Accounting Officer,
		Director
/s/ Athanasios Skarpelos
Athanasios Skarpelos		Director		July 8, 2014
/s/ Bernd Metzner		Director		July 8, 2014
Bernd Metzner
/s/ Elliot Favus		Director		July 8, 2014
Elliot Favus

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