Anavex Life Sciences Corp (AVXL)

[fourdueces]

Here is a better breakdown. Lincoln got 297k shares for just saying high. Then there are four prices you see below. You can see of first of four 16 percent of 6 mill at a dollar a share. Nice huh. Think that's a smart move by AVXL. I'm long and freaking shocked and just pissed off.

Effect of Performance of the Purchase Agreement on Our Stockholders

All the shares of our Common Stock registered in this offering which may be sold by us to Lincoln Park under the Purchase Agreement are expected to be freely tradable. It is anticipated that shares registered in this offering will be sold over a period of up to 36 months commencing on the date that the registration statement including this prospectus becomes effective. The sale by Lincoln Park of a significant amount of shares registered in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Lincoln Park may ultimately purchase all, some or none of the shares of common stock registered in this offering that Lincoln Park has not previously purchased. Lincoln Park may sell all, some or none of the shares it has purchased or will purchase under the Purchase Agreement. Therefore, sales to Lincoln Park by us under the Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock. In addition, if we sell a substantial number of shares to Lincoln Park under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Lincoln Park may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any sales of our shares to Lincoln Park and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.

Pursuant to the terms of the Purchase Agreement, we have the right, but not the obligation, to direct Lincoln Park to purchase up to $50,000,000 of our common stock, exclusive of the 179,958 shares issued to Lincoln Park as a commitment fee. Depending on the price per share at which we sell our common stock to Lincoln Park, we may be authorized to issue and sell to Lincoln Park under the Purchase Agreement more shares of our common stock than are offered under this prospectus. If we choose to do so, we must first register for resale under the Securities Act any such additional shares, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by Lincoln Park under this prospectus is dependent upon the number of shares we direct Lincoln Park to purchase under the Purchase Agreement.

The following table sets forth the amount of gross proceeds we would receive from Lincoln Park from our sale of shares to Lincoln Park under the Purchase Agreement registered in this offering at varying purchase prices:

Percentage of Proceeds from the Sale
Outstanding Shares of Shares to Lincoln
Assumed Average Number of Registered After Giving Effect to Park Under the
Purchase Price Shares to be Issued the Issuance to $50,000,000
Per Share if Full Purchase(1)(2) Lincoln Park (3) Purchase Agreement
$1.00 (4) 6,485,212 16.10% $6,485,212

$5.00 6,485,212 16.10% $32,426,060

$7.87 (5) 6,353,240 15.83% $49,999,999

$10.00 5,000,000 12.89% $50,000,000

$20.00 2,500,000 6.89% $50,000,000
____________________

(1)
Although the Purchase Agreement provides that we may sell up to $50,000,000 of our common stock to Lincoln Park, we are initially reserving 6,754,609 shares (inclusive of the 269,397 shares issued to Lincoln Park as a commitment fee), which may or may not cover all the shares we ultimately sell to Lincoln Park under the Purchase Agreement, depending on the purchase price per share. As a result, we have included in this column only those shares that we have initially reserved.


(2)
The number of registered shares to be issued excludes the 269,397 commitment shares because no proceeds will be attributable to such commitment shares.


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(3)
The denominator is based on 33,789,938 shares outstanding as of October 21, 2015, adjusted to include the 269,397 shares issued to Lincoln Park as commitment shares in connection with this offering and the number of shares set forth in the adjacent column which we would have sold to Lincoln Park at the applicable assumed average purchase price per share. The numerator does not include the 269,397 shares issued to Lincoln Park as commitment shares in connection with this offering, and is based on the number of shares registered in this offering to be issued under the Purchase Agreement at the applicable assumed purchase price per share set forth in the adjacent column. The number of shares in such column does not include shares that may be issued to Lincoln Park under the Purchase Agreement which are not registered in this offering.


(4)
The closing price of our Common Stock on October 22, 2015

http://secfilings.nasdaq.com/filingFrameset.asp?FileName=0001615774%2D15%2D003018%2Etxt&FilePath=%5C2015%5C10%5C26%5C&CoName=ANAVEX+LIFE+SCIENCES+CORP%2E&FormType=S%2D3&RcvdDate=10%2F26%2F2015&pdf=


Full filing