Anavex Life Sciences Corp (AVXL)

[TrueTrades]

To avoid confusion, the October 22, 2014 LP "Confidence" financing includes 4MM warrants:

Item 1.01 Other Events.

Securities Purchase Agreement

On October 22, 2014, Anavex Life Sciences Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC, a long time investor of the Company (the “Purchaser”), for an equity investment of $500,000 at $0.25 per share of the Company’s common stock (“Common Stock”). Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, and the Purchaser agreed to purchase, 2,000,000 shares of Common Stock (the “Purchase Shares”). In addition to the Purchase Shares, the Company agreed to issue to the Purchaser two series of warrants representing the right to purchase an aggregate of 4,000,000 shares of Common Stock (the “Warrants” and together with the Purchase Shares, the “Securities”). The Purchase Agreement contains customary representations, warranties and covenants by each of the Company and the Purchaser.

The foregoing summary of the Purchase Agreement is qualified in its entirety by reference to the complete form of agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. Capitalized terms referred to in this Form 8-K have the meanings set forth in the Purchase Agreement and Warrants, as applicable.

Terms of the Warrants.

In addition to the Purchase Shares, the Company issued to the Purchaser “Series A Common Stock Purchase Warrants” to purchase, for a period of five (5) years from the date of issuance, 2,000,000 shares of Common Stock at an initial exercise price of $0.30 per share, subject to adjustment for stock splits, combinations, and reclassification events. The Company also issued to the Purchaser “Series B Common Stock Purchase Warrants” to purchase, for a period of five (5) years from the date of issuance, an additional 2,000,000 shares of common stock at an initial exercise price of $0.42 per share, subject to adjustment for stock splits, combinations, and reclassification events.

The foregoing summary of the Warrants is qualified in its entirety by reference to the complete form of each Warrant, a copy of which is attached hereto as Exhibit 10.2 and Exhibit 10.3 , respectively, and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

On October 22, 2014, pursuant to the terms of the Purchase Agreement, the Company sold 2,000,000 shares of its Common Stock and Warrants to purchase 4,000,000 shares of Common Stock. The offer and sale of such Securities pursuant to the terms of the Purchase Agreement constituted a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended. The information set forth under Item 1.01 is incorporated herein by reference.

The Securities offered and sold pursuant to the Purchase Agreement will not be or have not been registered under the Securities Act of 1933, as amended or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements.

§AVXL