ANAVEX LIFE SCIENCES CORP. (NASDAQ:AVXL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Anavex Life Sciences Corp. (the “Company”), previously entered into a purchase agreement on June 7, 2019 (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”), an Illinois limited liability company, which provided that the Company had the right, in its sole discretion, to sell to LPC shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) from time to time over a 36 month period to the terms of the Purchase Agreement. The Purchase Agreement limited the Company’s sale shares of Common Stock to LPC to 10,076,680 shares of Common Stock, representing 19.99% of the shares of the Common Stock outstanding on the date of the Purchase Agreement unless (i) shareholder approval was obtained to issue more than such amount or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the Purchase Agreement equaled or exceeded $3.06 per share, which represented the lower of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the date of the Purchase Agreement or (B) the average of the closing price of the Common Stock on the Nasdaq Capital Market for the five Business Days immediately preceding the date of the Purchase Agreement, as calculated in accordance with Nasdaq Rules.
On July 1, 2020, the Company and LPC entered into a First Amendment to Purchase Agreement (the “Amendment”). The Amendment limited the Company’s sale shares of Common Stock to LPC from the date thereof to 12,016,457 shares of shares of Common Stock, representing 19.99% of the shares of the Common Stock outstanding on the date of Amendment unless (i) shareholder approval is obtained to issue more than such amount or (ii) the average price of all applicable sales of Common Stock to Lincoln Park under the Purchase Agreement, as amended equals or exceeds $4.9266 per share, which represents the lower of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the date of the Amendment or (B) the average of the closing prices of the Common Stock on the Nasdaq Capital Market for the five Business Days immediately preceding the date of the Amendment, as calculated in accordance with Nasdaq Rules.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy which is attached hereto as Exhibit 10.1, and which is incorporated herein in its entirety by reference.
The Company is filing the opinion of Snell & Wilmer, L.L.P., regarding the validity of the shares of Common Stock issued to the Purchase Agreement, as amended, as Exhibit 5.1 hereto.
(d) Exhibits