09/28/2026 | Press release | Distributed by Public on 09/28/2026 15:28
Item 5.01 Changes in Control of Registrant.
As further described under Item 5.07 of this Current Report on Form 8-K, Anavex Life Sciences Corp. ("Anavex" or the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") on September 24, 2026. The election of the Company's board of directors at the Annual Meeting constituted a "change in control" under the Anavex Life Sciences Corp. 2015 Omnibus Incentive Plan, the Anavex Life Sciences Corp. 2019 Omnibus Incentive Plan and the Anavex Life Sciences Corp. 2022 Omnibus Incentive Plan (collectively, the "Incentive Plans") and the Amended and Restated Employment Agreement, as amended, dated October 4, 2017, between the Company and Sandra Boenisch, the Company's Principal Financial Officer (the "PFO Employment Agreement").
As disclosed in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on August 11, 2026 (the "2026 Proxy Statement"), under the Incentive Plans and the PFO Employment Agreement, a "change in control" includes when, during any period of 24 consecutive months, the Incumbent Directors (as defined below) cease to constitute a majority of the Company's board of directors (hereinafter referred to as a "Board Change CIC"). The term "Incumbent Directors" means individuals who were members of the Company's board of directors at the beginning of such period or individuals whose election or nomination for election to the Company's board of directors by the Company's stockholders was approved by a vote of at least a majority of the then Incumbent Directors, but excluding any individual whose initial election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors.
The Company's board of directors, not the Company's stockholders, initially appointed Dr. Axel Paeger to the board in February 2026 to fill a vacancy. Mr. Gautam Patel and Dr. Adrian Senderowicz were initially elected to the Company's board of directors at the Annual Meeting. As further described below under Item 5.07, the election of directors at the Annual Meeting was contested. Because the initial election by the Company's stockholders of Dr. Paeger, Mr. Patel, and Dr. Senderowicz was in connection with a proxy contest, only Dr. Jiong Ma, Dr. Peter Donhauser and Dr. Claus van der Velden qualify as Incumbent Directors following the Annual Meeting. Therefore, Incumbent Directors constitute less than a majority of the Company's board of directors, and thus triggered the Board Change CIC provision of the Incentive Plans and the PFO Employment Agreement. As a result of the Board Change CIC, all outstanding and unvested awards granted under the Incentive Plans, including all outstanding and unvested awards granted to Ms. Boenisch, immediately became fully vested and exercisable in accordance with the terms of the applicable Incentive Plan and applicable award agreement. See the section entitled "Effects of a Change of Control on Certain Contractual Obligations" of the 2026 Proxy Statement for additional information.
The amount of voting securities of the Company beneficially owned directly or indirectly by each of the Company's current directors as of the date hereto is hereby incorporated by reference from the section entitled "Security Ownership of Certain Beneficial Owners and Management" of the 2026 Proxy Statement except that all outstanding and unvested awards held by Dr. Ma, Dr. Donhauser and Dr. van der Velden immediately became fully vested and exercisable as a result of the Board Change CIC.
To the Company's knowledge, there are no arrangements or understandings among members of the Company's board of directors immediately before and immediately after the Annual Meeting and their respective associates with respect to the election of directors or other matters. Additionally, there are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On September 24, 2026, the Company held its Annual Meeting. On September 28, 2026, the independent inspector of the election (the "Inspector") for the Annual Meeting delivered its final vote tabulation that certified the voting results for each of the matters that were submitted to a vote at the Annual Meeting. According to the Inspector's final tabulation of voting, a total of 54,239,204 shares of the Company's common stock, par value $0.001 per share ("Common Stock") were present or represented by proxy, representing approximately 58.51% of the outstanding Common Stock as of July 31, 2026, the record date for the Annual Meeting.