Anavex Life Sciences Corp (AVXL)

[F1ash]

I wonder if anyone here has noted the apparent implications of the following portion of the agreement?


"(e) Compliance with Principal Market Rules.

Notwithstanding anything in this Agreement to the contrary, the total number of shares of Common Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 5(e) hereof), shall be limited to 6,754,609 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue more than such 19.99% . The Exchange Cap shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transaction. The foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater than $8.94 (the “Minimum Price”), a price equal to the Closing Sale Price on the date hereof (in such circumstance, for purposes of the Principal Market (as such market is defined in Section 1(t) of this Agreement), the transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). Notwithstanding the foregoing, the Company shall not be required or permitted to issue, and the Investor shall not be required to purchase, any shares of Common Stock under this Agreement if such issuance would violate the rules or regulations of the Principal Market (as such market is defined in Section 1(t) of this Agreement).



$3.32 x 6,754,609 =. $22,425,302

Not $50 million.