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Anavex Life Sciences Corp. (AVXL)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 18, 2016

ANAVEX LIFE SCIENCES CORP.
(Exact name of registrant as specified in its charter)

51 West 52nd Street, 7th Floor, New York, NY USA 10019
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code 1-844-689-3939

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ANAVEX LIFE SCIENCES CORP.
/s/ Christopher Missling
Name: Christopher Missling, PhD
Title: Chief Executive Officer
Date: July 22, 2016

Exhibit 10.1

AMENDED AND RESTATED

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

This Amended and Restated First Amendment to Employment Agreement (the “ Amendment ”) is executed on this 18th day of July 2016, and made effective as defined below (the “ Effective Date ”), by and between Christopher Missling, PhD (hereinafter referred to as “ Executive ”) and Anavex Life Sciences Corp. (“ Employer ” and, together with its subsidiaries, the “ Company ”) and serves to (i) amend and restate that certain First Amendment to Employment Agreement, dated July 5, 2016, and (ii) amend that certain Employment Agreement dated June 27, 2013 (the “ Employment Agreement ”) by and between Executive and the Company. Except as otherwise provided herein in the Amendment, capitalized terms used in this Amendment shall have the same meanings given to them in the Employment Agreement. Executive and Company are collectively referred to as the “ Parties ” and singularly referred to as “ Party .”

RECITALS

WHEREAS , Executive currently is employed by the Company pursuant to the terms of the Employment Agreement (attached hereto as Exhibit 1 ); and

WHEREAS , the Parties desire to amend the Employment Agreement as described below, but to otherwise maintain in effect in full all other terms of the Employment Agreement.

NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

AMENDMENT

1. ADOPTION OF RECITALS . The Parties adopt the above recitals as being true and correct, and they are incorporated herein as material parts of this Amendment.

2. SECTION 1 . The Parties agree that Section 1 of the Employment Agreement shall be amended and restated as follows:

1. Term . The term of your employment hereunder shall commence on July 5th, 2016 (the “ Start Date ”) and shall end on the earliest of (i) July 5th, 2019, (ii) the date on which your employment is terminated by Company or you pursuant to Paragraph 10 or (iii) the date of your death or the date of termination of your employment by reason of incapacity (determined in accordance with Paragraph 8) (the “ Employment Term ”). The period from the Start Date until July 5th, 2019, regardless of any earlier termination, shall hereinafter be referred to as the “ Original Employment Term ”.

3. SECTION 2 . The Parties agree that Section 2 of the Employment Agreement shall be amended by deleting the words “and “Chief Financial Officer” ”, and the following paragraph shall be deleted from Section 2 of the Employment Agreement:

“Notwithstanding the foregoing, you shall be permitted to serve (i) as an employee, consultant, officer and/or director of, and provide services to, Brimberg and R.F. Lafferty, and (ii) on the board of directors of any other company or entity, except for companies that do compete directly with the Company’s principal line of business within the United States.”

4. SECTION 3 . The Parties agree that Section 3 of the Employment Agreement shall be amended and restated as follows:

3. Cash Compensation .

(a) Base Salary . In consideration for the services performed by you pursuant to this Agreement, the Company shall pay to you, and you will be entitled to receive and hereby agree to accept, an initial annual base salary of $500,000 Dollars, subject to increases in the discretion of the Board or its Compensation Committee (“ Base Salary ”), payable in accordance with the Company’s normal payroll payment practices.

The Compensation Committee of the Board (the “ Compensation Committee ”) may review your salary at least annually and may increase (but not decrease, including as it may be increased from time to time) the Base Salary. The result of any such review shall be reported to you by the Compensation Committee promptly after it occurs.

(b) Annual Bonus Compensation . In addition to your Base Salary, during the Employment Term you shall be eligible to earn an annual cash bonus for each whole or partial calendar year during the Employment Term, (the “ Bonus ”) of up to $100,000. Commencing July 5th, 2016, your target bonus for each calendar year during the Employment Term shall be twenty percent (20%) of annualized Base Salary, as in effect on July 5th, 2016 of each applicable performance year; provided that the Compensation Committee may review your target bonus at least annually and may increase (but not decrease, including as it may be increased from time to time) the target bonus. The result of any such annual review shall be reported to you by the Compensation Committee promptly after it occurs. Your target bonus, as it may be so increased from time to time, is referred to herein as the “Target Bonus”. As the actual amount payable to you as Bonus will be dependent upon the achievement of certain performance goals, your actual Bonus may be less than, greater than or equal to the Target Bonus. Your actual Bonus shall be determined by the Board of Directors, with suggestions from the Compensation Committee, at the end of each whole year during the Employment Term.
(c) Your Bonus for each whole calendar year during the Employment Term, beginning with 2016, will be based upon achievement of performance goals established by the Compensation Committee, which may include individualized performance goals applicable uniquely to you. The Company shall deliver to you a list of that year’s performance goals by end of 1st quarter of each year.

5. SECTION 4 . The Parties agree that Section 4 of the Employment Agreement shall be amended and restated as follows:

4. Stock Options . In addition to your Base Salary and Bonus, you shall receive the following stock option grants:

(i) On July 5, 2016, Two Million Dollars ($2,000,000) of options for shares of the Company’s Common Stock, which was equal to 379,625 shares, at an exercise price of $6.26, which shall vest quarterly over three (3) years commencing on October 5, 2016;
(ii) On July 18, 2016, options to purchase 861,429 shares of the Company’s Common Stock at an exercise price of $7.06, which options shall vest quarterly over three (3) years commencing on October 18, 2016.

The options issued on July 5, 2016 were based on the Black Scholes formula and have an exercise price equal to the closing price of the Common Stock on that grant date. Upon a Change in Control, all previously granted but unvested stock options shall vest.

6. NOTICES . The Parties agree that the following shall be added to the Employment Agreement as Section 13:

13. Notice s. For the purpose of this Agreement, notices and all other communications to either Party hereunder provided for in the Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered in person, mailed by certified mail, return receipt requested or recognized overnight delivery service and (b) transmitted via facsimile or electronic mail.

If to the Company: Anavex Life Sciences Corp.

51 West 52nd Street, 7th Floor

New York, NY 10019

Telephone: 1-844-689-3939
Facsimile: ________________
Attention: ________________
E-mail: ________________
With a copy to: K&L Gates LLP
Southeast Financial Center – 39th Floor
200 South Biscayne Blvd.
Miami, FL 33131-2399
Telephone: 305-539-3300
Facsimile: 305-358-7095
Attention: Clayton Parker, Esq.
E-mail: clayton.parker@klgates.com
If to the Executive: Christopher Missling, PhD
c/o Anavex Life Sciences Corp.

51 West 52nd Street, 7th Floor

New York, NY 10019

Telephone: 1-844-689-3939
E-mail: cmissling@anavexcorp.com

or to such other address as either party shall designate by giving written notice of such change to the other party.

7. FULL FORCE AND EFFECT . Except as expressly amended herein, all other terms and provisions of the Employment Agreement shall remain in full force and effect and are hereby ratified and confirmed in all respects. The Parties mutually acknowledge and agree that any and all other prior agreements, offer letters or contracts between Executive and the Company, are declared null and void with no legal effect as of the date this Amendment is executed by the Parties.

8. FURTHER AMENDMENTS . The Employment Agreement shall further be amended wherever appropriate to reflect the changes indicated above.

9. RIGHT TO REVIEW AND TO SEEK COUNSEL . The Executive acknowledges that K&L Gates LLP represents only the Company in this Amendment and does not represent the interests of the Executive and has not advised the Executive in connection with this Amendment. The Executive further acknowledges that he has had the opportunity to seek independent counsel and tax advice in connection with the execution of this Amendment, and the Executive represents and warrants to the Company (a) that he has sought such independent counsel and advice as he has deemed appropriate in connection with the execution hereof and the transactions contemplated hereby, and (b) that he has not relied on any representation of the Company as to tax matters, or as to the consequences of the execution hereof.

10. GOVERNING LAW . This Amendment shall be governed and construed in accordance with the laws of the State of New York without regard to conflicts of law.

11. HEADINGS AND CAPTIONS . The titles and captions of paragraphs and subparagraphs contained in this Amendment are provided for convenience of reference only, and shall not be considered terms or conditions of this Amendment.

12. VALIDITY . The invalidity or unenforceability of any provision of this Amendment shall not affect the validity or enforceability of any other provision of this Amendment, which shall remain in full force and effect.

13. COUNTERPARTS . This Amendment may be executed in one or more counterparts, by facsimile or electronically, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. For purposes of legal enforcement of this Agreement (i.e., by a court of law or equity or in arbitration), a copy or scanned version of this Agreement shall constitute an original.

[ Signature page follows .]

IN WITNESS WHEREOF , the parties hereto have executed this Agreement on July 18, 2016.

COMPANY: EXECUTIVE:
ANAVEX LIFE SCIENCES CORP. CHRISTOPHER MISSLING, PHD
By:

/s/Sandra Boenisch

By:

/s/Christopher Missling

Name:

Sandra Boenisch

Title:

Principal Financial Officer

EXHIBIT 1

Mr. Christopher Missling, PhD

c/o Anavex Life Sciences Corp.

New York, NY

Dear Dr. Missling,

June 27, 2013

Anavex Life Sciences Corporation, a Nevada corporation (“ Employer ” and, together with its subsidiaries, the “ Company ”), agrees to employ Christopher Missling, PhD (“ you ”), and you agree to accept such employment upon the following terms and conditions set forth in this agreement (this “ Agreement ”).

1. Term . The term of your employment hereunder shall commence on July 5th, 2013 (the “ Start Date ”) and shall end on the earliest of (i) July 5th, 2016, (ii) the date on which your employment is terminated by Employer or you pursuant to Paragraph 10 or (iii) the date of your death or the date of termination of your employment by reason of incapacity (determined in accordance with Paragraph 8) (the “ Employment Term ”). The period from the Start Date until July 5th, 2016, regardless of any earlier termination, shall hereinafter be referred to as the “ Original Employment Term ”.

2. Titles and Authority .

(a) Officer Positions and Reporting Lines . During the Employment Term, you shall have the title of “President and Chief Executive Officer” and “Chief Financial Officer” of Employer and shall have the powers, responsibilities and authorities customary for the chief executive officer of corporations of the size, type and nature of Employer. During the Employment Term, you will report solely and directly to the board of directors of Employer (the “ Board ”). You hereby accept such employment and agree to devote substantial business and professional time and energy to the business and affairs of the Company.

Notwithstanding the foregoing, you shall be permitted to serve (i) as an employee, consultant, officer and/or director of, and provide services to, Brimberg and R.F. Lafferty, and (ii) on the board of directors of any other company or entity, except for companies that do compete directly with the Company’s principal line of business within the United States.

(b) Service on the Board . You shall serve as a member of the Board upon Start Date. During the Employment Term, the Board shall nominate you for reelection to the Board at the expiration of each term of office, and you agree to serve as a member of the Board for each period for which you are so elected.

3. Cash Compensation .

(a) Base Salary . In consideration for the services performed by you pursuant to this Agreement, the Company shall pay to you, and you will be entitled to receive and hereby agree to accept, an initial monthly base salary of Twenty Thousand Dollars ($20,000), subject to increases in the discretion of the Board or its Compensation Committee (“ Base Salary ”), payable in accordance with the Company’s normal payroll payment practices.

The Compensation Committee of the Board (the “ Compensation Committee ”) may review your salary at least annually and may increase (but not decrease, including as it may be increased from time to time) the Base Salary. The result of any such review shall be reported to you by the Compensation Committee promptly after it occurs.

(b) Annual Bonus Compensation . In addition to your Base Salary, during the Employment Term you shall be eligible to earn an annual bonus for each whole or partial calendar year during the Employment Term, determined and payable as follows (the “ Bonus ”):

(i)

Your Bonus for each whole calendar year during the Employment Term, beginning with 2013, will be based upon achievement of one or more performance goals established by the Compensation Committee, which may include individualized performance goals applicable uniquely to you. The Employer shall deliver to you a list of that year’s performance goals by end of 1 st quarter of each year.

(ii)

Commencing July 5th, 2013, your target bonus for each calendar year during the Employment Term shall be one hundred percent (100%) of annualized Base Salary, as in effect on July 5th of each applicable performance year; provided that the Compensation Committee may review your target bonus at least annually and may increase (but not decrease, including as it may be increased from time to time) the target bonus. The result of any such annual review shall be reported to you by the Compensation Committee promptly after it occurs. Your target bonus, as it may be so increased from time to time, is referred to herein as the “ Target Bonus ”. As the actual amount payable to you as Bonus will be dependent upon the achievement of performance goal(s) referred to in Paragraph 3(b)(i), your actual Bonus may be less than, greater than or equal to the Target Bonus.

4. Stock Options and Related Incentive Plans . In addition to your Base Salary and Bonus, you shall receive the following grants:

(i)

Sign on Options. You shall receive upon the execution of this Agreement a fully vested option (the “ Sign on Option ”) to purchase Two Million (2,000,000) shares of Anavex Common Stock (“ Common Stock ”). The Sign on Option shall have an exercise price equal to the Fair Market Value of the Common Stock on the execution date of this Agreement (“ Grant Date ”). As of the Grant Date, the Company has closed a private placement transaction for 2,196,133 shares of restricted shares of the Company at a price of $.40 per share (such price, the “ Fair Market Value ”). The Company deems that such sales constitute the Fair Market Value as of the date hereof for the all of the securities issued to you under this Agreement.

(ii)

Sign on Restricted Stock Grant .

a. the following milestone schedule:
º 1/4 shall vest upon the Company starting the Phase Ib/IIb human study;
º 1/4 shall vest upon the Company in-licensing additional assets (e.g. valuable IP, compounds or drug products) in clinical or pre-clinical stage;
º 1/4 shall vest upon the Company...

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