Anavex Life Sciences Corp (AVXL)

[TrueTrades]

Did you get your answer?

This is the 5th day in row that a trade occurred shortly after the close with exactly 1558 shares.

Insider purchases. Price is 30D VWAP. Huge buy signal.

Dr Thomas is the only one without 90¢ options vesting. As the company edges closer to success, the insider ownership will increase...along with the tutes.

Yes, we are awaiting a critical data release and going into the second quarter without financing for the companies plans. Is the $150M financing stop-gap? Will we see a POS AM to the S-3? Or, are we indeed in a quiet period as a prearranged agreement meets a milestone?

Missling could never be described as naive - look at his resume.

Look at his financing skills:

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COMMENT 1.

We note that you are registering the sale of 101,000,004 shares of common stock by various selling stockholders. Given the size relative to the number of shares outstanding held by non-affiliates, the nature of the offering and the selling security holders, the transaction appears to be a primary offering. Because you are not eligible to conduct a primary offering of this size on form S-3 you are not eligible to conduct a primary at-the- market offering under Rule 415(a)(4).



If you disagree with our analysis, please advise the staff of the company’s basis for determining that the transaction is appropriately characterized as a transaction that is eligible to be made under rule 415(a)(1)(i). In your analysis, please refer to Securities Act Rules C&DI Question 612.09 and address the following among any other relevant factors:

Jeffrey P. Riedler
U.S. Securities and Exchange Commission
May 22, 2014
Page 2
• How long the selling shareholders have held the shares;
• The circumstances under which they received them;
• Their relationship to the issuer;
• The amount of shares involved;
• Whether the sellers are in the business of underwriting securities; and
• Whether under all the circumstances it appears that the seller is acting as a
conduit for the issuer.

RESPONSE:
None of the shares of the Company’s common stock (“Common Stock”) to be registered under the Registration Statement are currently directly held by any of the selling security holders listed therein (such holders, the “Selling Security Holders”); none of such shares have been issued by the Company. The shares of Common Stock to be registered under the Registration Statement underlie convertible securities (senior debentures, the “Debentures”, and warrants, the “Warrants”, collectively, the “Securities”) issued to the Selling Security Holders pursuant to the securities purchase agreement (the “Securities Purchase Agreement”) entered into by and among the Company and the Selling Security Holders on March 13, 2014 (such transaction, the “Investment”). As such, the Selling Security Holders are currently indirect beneficial owners of the shares of Common Stock to be registered under the Registration Statement. The debt evidenced by the Debentures has a thirty (30) year maturity date, and until the maturity date, such debt is convertible into shares of Common Stock in satisfaction thereof. The Warrants have a term of five (5) years. Pursuant to the Securities Purchase Agreement and ancillary documents, the Company agreed to register all of the shares of Common Stock underlying the Debentures and Warrants on behalf of the Selling Security Holders. Upon exercise of the Warrants, or conversion of the Debentures, an applicable amount of shares of Common Stock shall be issued to the exercising or converting Selling Security Holder. The Company shall not receive any proceeds from the sale of such shares of Common Stock sold by the Selling Security Holders under the Registration Statement.

Jeffrey P. Riedler
U.S. Securities and Exchange Commission
May 22, 2014
Page 3

None of the Selling Security Holders had any business relationship or entered into any securities related transactions with the Company prior to the Investment. To the Company’s knowledge, none of the Selling Security Holders are in the business of underwriting securities.


With respect to the amount of shares of Common Stock involved, the Company has only submitted the Registration Statement pursuant to its obligations to the Selling Security Holders under the terms of the Securities Purchase Agreement and ancillary documents, not on its own behalf, and is willing to submit for registration only that amount of shares underlying the Debentures and Warrants as would be acceptable to the Commission to constitute a Rule 415(a)(1)(i) offering, which the Company anticipates will be approximately one-third of its public float, or 11,011,422 shares (the “1/3 Shares”) of its current public float of 33,034,265 shares.


Considering the foregoing relevant factors, the Selling Security Holders are acting on their own behalf in accordance with their own investment intent and not as a conduit for the Company, and as such, the Company does not believe that the offering constitutes a primary offering, but rather qualifies as a Rule 415(a)(1)(i) offering.

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The SEC agreed.

Thanks for checking makemydaze!

"Hello, there will be an abstract only at the beginning of the symposium printed in the abstract book.
Thanks a lot"...stock market, for making it tough on us science types!

...sorry!

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