Anavex Life Sciences Corp 8-K, filed Sep 28, 2026
Anavex Life Sciences Corp. (AVXL)
About this 8-K
Anavex Life Sciences Corp filed this 8-K on September 28, 2026, reporting on events of September 24, 2026.
Items reported
- Item 5.01: Change in control
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
At the Annual Meeting, two proposals were submitted to a vote of the Company’s stockholders. The final voting results, as reported by the Inspector, are as follows:
Proposal No. 1: The election of the Company’s director nominees, Jiong Ma, Ph.D., Peter Donhauser, D.O., Axel Paeger, M.D., MBA, MBI, Gautam Patel, MBA, Adrian Senderowicz, M.D. and Claus van der Velden, Ph.D. (the “Company Nominees”), each to hold office until the Company’s next annual meeting of stockholders or until such director’s successor is elected and qualified. PVG Asset Management Corporation, a beneficial owner of the Company’s common stock (“PVG”) had nominated six additional director nominees (the “PVG Nominees”) for election in opposition to the Company Nominees; however, the stockholders did not elect any of the PVG Nominees. The stockholders holding a majority of the Common Stock having voting power present in person or represented by proxy elected the six Company Nominees by the following votes:
| Name | For | Against | Abstain | |||||||||
| Company Nominees | ||||||||||||
| Jiong Ma, Ph.D. | 37,010,531 | 14,315,617 | 2,879,977 | |||||||||
| Peter Donhauser, D.O. | 44,542,463 | 7,773,833 | 1,889,830 | |||||||||
| Axel Paeger, M.D., MBA, MBI | 46,683,049 | 5,638,004 | 1,885,074 | |||||||||
| Gautam Patel, MBA | 46,350,328 | 6,061,752 | 1,794,048 | |||||||||
| Adrian Senderowicz, M.D. | 47,303,114 | 5,261,632 | 1,641,380 | |||||||||
| Claus van der Velden, Ph.D. | 40,411,557 | 11,506,977 | 2,287,592 | |||||||||
| PVG Nominees | ||||||||||||
| Patrick S. Adams | 7,694,677 | 27,662,970 | 18,848,033 | |||||||||
| John Boris | 7,657,445 | 27,830,184 | 18,718,053 | |||||||||
| Dale Curtis Hogue, Jr. | 12,227,373 | 23,224,072 | 18,754,237 | |||||||||
| Jason Kolbert | 14,469,637 | 21,046,035 | 18,690,010 | |||||||||
| Rene Mora, M.D., Ph.D. | 8,613,380 | 27,462,036 | 18,130,266 | |||||||||
| Ralf von Ziegesar | 6,350,445 | 28,714,810 | 19,140,276 | |||||||||
Proposal No. 2: The stockholders holding a majority of the Common Stock having voting power present in person or represented by proxy ratified Grant Thornton LLP as the Company’s independent registered accounting firm for the fiscal year ending September 30, 2026 by the following votes:
| For | Against | Abstain | ||||||||
| 49,432,188 | 3,068,978 | 1,738,038 | ||||||||
Because of the contested nature of the Annual Meeting, there were no broker non-votes on any proposal submitted to a vote at the Annual Meeting.
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/ Sandra Boenisch | |
| Name: Sandra Boenisch, CPA, CGA | |
| Title: Principal Financial Officer, Treasurer | |
| Date: September 28, 2026 |