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 2023-11-30

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended September 30, 2025

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______________ to________________

 Commission file number: 001-37606

 ANAVEX LIFE SCIENCES CORP.

 (Exact name of registrant as specified
in its charter)

 Nevada

 98-0608404

 (State or other jurisdiction of

 (IRS Employer

 incorporation or organization)

 Identification No.)

 630 5th Avenue, 20th Floor, New York, NY US A
 10111

 (Address of principal executive offices) (Zip
Code)

 1- 844 - 689-3939

 (Registrant's telephone number,
including area code)

 Securities Registered Pursuant to Section 12(b)
of the Act:

 Title of Each Class

 Trading Symbol

 Name of Each Exchange on Which Registered

 Common Stock Par Value $0.001

 AVXL

 NASDAQ Stock Market LLC

 Securities registered pursuant to Section 12(g) of
the Act:

 None

 (Title of class)

 by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

 by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

 Yes
 No

 Indicate by checkmark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 Yes No

 Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated
filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
 an emerging growth company, indicate by check mark if the registrant has elected not to use
 the extended transition period for complying with any new or revised financial accounting
 standards provided pursuant to Section 13(a) of the Exchange Act

 by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
 of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
 registered public accounting firm that prepared or issued its audit report.

 If
 securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
 included in the filing reflect the correction of an error to previously issued financial statements

 by check mark whether any of those error corrections are restatements that required a recovery
 analysis of incentive-based compensation received by any of the registrant's executive
 officers during the relevant recovery period pursuant to §240.10D-1(b).

 by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes
 No

 State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average
bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal
quarter: $ 708 million based on a price of $8.58 per share, being the closing price of the registrant's common stock on March 31,
2025.

 Indicate the number of shares outstanding of each
of the registrant's classes of common stock, as of the latest practicable date: 89,348,107 issued and outstanding as of November
24, 2025.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 ii

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL MATTERS

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B OTHER INFORMATION

 ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 iii

 Forward Looking Statements.

 This Annual Report on Form 10-K includes forward-looking
statements. All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements
regarding our anticipated future clinical and regulatory milestone events, future financial position, business strategy and plans and
objectives of management for future operations, are forward-looking statements. The words "believe," "may," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "forecast,"
"potential," "predict," "could," "would", "will", "suggest," "plan"
and similar expressions, as they relate to us, are intended to identify forward-looking statements. Such forward-looking statements include,
without limitation, statements regarding:

 volatility in our stock price and in the markets
in general;

 our ability to successfully conduct preclinical
studies and clinical trials for our product candidates;

 our ability to raise additional capital on favorable
terms and the impact of such activities on our stockholders and stock price;

 our ability to generate any revenue or to continue
as a going concern;

 our ability to execute our research and development
plan on time and on budget;

 our product candidates'
 ability to demonstrate efficacy or an acceptable safety profile;

 our ability to secure regulatory
 approval on our product candidates and commercialize such product candidates;

 our ability to obtain the support of qualified
scientific collaborators;

 our ability, whether alone or with commercial
partners, to successfully commercialize any of our product candidates that may be approved for sale;

 our ability to identify and obtain additional
product candidates;

 our reliance on third parties in non-clinical
studies and clinical trials;

 our ability to defend against product liability
claims;

 our ability to safeguard against security breaches;

 our ability to obtain and maintain sufficient
intellectual property protection for our product candidates;

 our ability to comply with our intellectual property
licensing agreements;

 our ability to defend against claims of intellectual
property infringement;

 competition;

 the anticipated start dates, durations and completion
dates of our ongoing and future clinical trials;

 the anticipated designs of our future clinical
trials;

 iv

 our ability to attract and retain qualified employees;

 the impact of Fast Track designation on receipt
of actual U.S. Food and Drug Administration ("FDA") approval;

 our anticipated future regulatory submissions
and our ability to receive regulatory approvals to develop and market our product candidates, including any orphan drug or Fast Track
designations;

 the timing and likelihood of the accomplishment
of various scientific, clinical, regulatory filings and approvals and other product development objectives, including the timing of a
decision by the European Medicines Agency, or EMA, regarding whether to approve the Marketing Authorization Application, or MAA, for blarcamesine
for the treatment of Alzheimer's disease; and

 our anticipated future cash position and ability
to obtain funding for our operations.

 We have based these forward-looking statements largely
on our current expectations and projections about future events, including the responses we expect from the FDA, EMA and other regulatory
authorities and financial trends that we believe may affect our financial condition, results of operations, business strategy, preclinical
studies and clinical trials, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and
assumptions including, without limitation, the risks described in "Risk Factors" in Part I, Item 1A of this Annual Report
on Form 10-K. These risks are not exhaustive. Other sections of this Annual Report on Form 10-K include additional factors which could
adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment.
New risk factors emerge from time to time and it is not possible for our management to predict all risk factors, nor can we assess the
impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements. You should not rely upon forward-looking statements as predictions
of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved
or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable
laws including the securities laws of the United States, we assume no obligation to update or supplement forward-looking statements.

 As used in this Annual Report on Form 10-K, the terms
"we," "us," "our," "Company" and "Anavex" mean Anavex Life Sciences Corp.,
unless the context clearly requires otherwise.

 v

 ITEM 1. BUSINESS

 Overview and Strategy

 Anavex Life Sciences Corp. is a clinical stage biopharmaceutical
company engaged in the development of differentiated therapeutics by applying precision medicine to central nervous system ("CNS")
diseases with high unmet need. We analyze genomic data from clinical trials to identify biomarkers, which we use in the analysis of our
clinical trials.

 The Company's focus is on developing innovative
treatments for Alzheimer's disease, Parkinson's disease, schizophrenia, neurodevelopmental, neurodegenerative, and rare diseases,
including Rett syndrome, and other central nervous system (CNS) disorders.

 Our research and development pipeline includes ANAVEX 2-73
currently in three different clinical trial indications, and ANAVEX 3-71 currently in one clinical trial and several other
compounds in different stages of clinical and pre-clinical development.

 The following table summarizes key information about our programs:

 * = Orphan Drug Designation by the FDA

 Anavex has a portfolio of compounds varying in sigma-1
receptor (SIGMAR1) binding activities. Sigma receptors may be targets for therapeutics to combat many human diseases, both of neurodegenerative
nature, including Alzheimer's disease, as well as of neurodevelopmental nature, like Rett syndrome. When bound by the appropriate
ligands, sigma receptors influence the functioning of multiple biochemical signals that are involved in the pathogenesis (origin or development)
of disease. Multiple viruses including SARS-CoV-2 (COVID-19) induce cellular stress by intrinsic mitochondrial apoptosis and other related
cellular processes, in order to ensure survival and replication. Hence, it is possible that SIGMAR1 could also play a role in modulating
the cellular response to viral infection and ameliorate pathogenesis.

 The SIGMAR1 gene encodes the SIGMAR1 protein, which
is an intracellular chaperone protein with important roles in cellular communication. SIGMAR1 is also involved in transcriptional regulation
at the nuclear envelope and restores homeostasis and stimulates recovery of cell function when activated. In order to validate the ability
of our compounds to activate quantitatively the SIGMAR1, we performed, in collaboration with Stanford University, a quantitative Positron
Emission Tomography (PET) imaging scan in mice, which demonstrated a dose-dependent ANAVEX 2-73 (blarcamesine) target engagement
or receptor occupancy with SIGMAR1 in the brain.

 Source: Reyes S et al., Sci Rep. 2021 Aug 25; 11(1):17150

 Cellular Homeostasis

 Many diseases are possibly directly caused by chronic
homeostatic imbalances or cellular stress of brain cells. In pediatric diseases, such as Rett syndrome or infantile spasms, chronic cellular
stress is possibly caused by the presence of a constant genetic mutation. In neurodegenerative diseases, such as Alzheimer's and
Parkinson's diseases, chronic cellular stress is possibly caused by age-correlated buildup of cellular insult and hence chronic
cellular stress. Specifically, defects in homeostasis of protein or ribonucleic acid ("RNA") lead to the death of neurons
and dysfunction of the nervous system. The spreading of protein aggregates resulting in a proteinopathy, a characteristic found in Alzheimer's
and Parkinson's diseases that results from disorders of protein synthesis, trafficking, folding, processing or degradation in cells.
The clearance of macromolecules in the brain is particularly susceptible to imbalances that result in aggregation and degeneration in
nerve cells. For example, Alzheimer's disease pathology is characterized by the presence of amyloid plaques, and neurofibrillary
tangles, which are aggregates of hyperphosphorylated Tau protein that are a marker of other diseases known as tauopathies as well as inflammation
of microglia. With the SIGMAR1 activation through SIGMAR1 agonists like ANAVEX 2-73 (blarcamesine), our approach is to
restore cellular balance (i.e. homeostasis). Therapies that correct defects in cellular homeostasis might have the potential to halt or
delay neurodevelopmental and neurodegenerative disease progression.

 Clinical Program Overview

 ANAVEX 2-73 (blarcamesine)

 We believe ANAVEX 2-73 may offer a
disease-modifying approach in neurodegenerative and neurodevelopmental diseases by activation of SIGMAR1. ANAVEX 2-73 is
being developed as well as an oral once-daily capsule formulation for diseases such as Alzheimer's disease and Parkinson's
disease, and in an oral liquid once-daily formulation for rare diseases such as Rett syndrome and Fragile X.

 Alzheimer's Disease

 In November 2016, we completed a Phase 2a clinical
trial, consisting of Part A and Part B, which lasted a total of 57 weeks, for ANAVEX 2-73 in mild-to-moderate Alzheimer's
patients. This open-label randomized trial in Australia met both primary and secondary endpoints and was designed to assess the safety
and exploratory efficacy of ANAVEX 2-73 in 32 patients. ANAVEX 2-73 targets sigma-1 and muscarinic receptors,
which have been shown in preclinical studies to reduce stress levels in the brain believed to restore cellular homeostasis and to reverse
the pathological hallmarks observed in Alzheimer's disease. In October 2017, we presented positive pharmacokinetic ("PK")
and pharmacodynamic ("PD") data from the Phase 2a clinical trial, which established a concentration-effect relationship between
ANAVEX 2-73 and trial measurements. These measures obtained from all patients who participated in the entire 57 weeks include
exploratory cognitive and functional scores as well as biomarker signals of brain activity. Additionally, the clinical trial appeared
to show that ANAVEX 2-73 activity was enhanced by its active metabolite (ANAVEX19-144), which also targets the SIGMAR1
receptor and has a half-life approximately twice as long as the parent molecule.

 Two consecutive trial extensions for the Phase 2a
trial have allowed participants who completed the 52-week Part B of the trial to continue taking ANAVEX 2-73, providing
an opportunity to gather extended safety data for a cumulative period of five years. In August 2020, patients completing these Phase 2a
trial extensions were granted continued access to treatment with ANAVEX 2-73 through the Australian Government Department
of Health – Therapeutic Goods Administration's compassionate use Special Access Scheme.

 In July 2018, we presented
the results of a genomic DNA and RNA evaluation of the participants in the Phase 2a clinical trial. More than 33,000 genes were analyzed
using unbiased, data driven, machine learning, artificial intelligence (AI) system for analyzing DNA and RNA data in patients treated
with ANAVEX 2-73. The analysis identified genetic variants that impacted response to ANAVEX 2-73, among
them variants related to the SIGMAR1, the target for ANAVEX 2-73. Results showed that trial participants with the common
SIGMAR1 wild type gene variant, which is estimated to be about 80% of the population worldwide, demonstrated improved cognitive (MMSE)
and functional (ADCS-ADL) scores. The results from this evaluation supported the continued evaluation of genomic information in subsequent
clinical trials, since these signatures can now be applied to neurological indications tested in future clinical trials with ANAVEX 2-73
including Alzheimer's disease, Parkinson's disease dementia and Rett syndrome.

 ANAVEX 2-73
data met prerequisite information in order to progress into a Phase 2b/3 placebo-controlled trial. This larger Phase 2b/3 double-blind,
placebo-controlled trial of ANAVEX 2-73 in early Alzheimer's disease commenced in August 2018. The trial enrolled
508 patients, which were treated with a convenient once-daily oral formulation of ANAVEX 2-73 for 48 weeks, randomized
1:1:1 to two different ANAVEX 2-73 doses or placebo. The trial took place at 52 sites across North America, Europe and
Australia. Primary and secondary endpoints to assess safety and both cognitive and functional efficacy, were measured through the Alzheimer's
Disease Assessment Scale – Cognitive Subscale test ("ADAS-Cog"), Alzheimer's Disease Cooperative Study –
Activities of Daily Living ("ADCS-ADL") and Clinical Dementia Rating – Sum of Boxes for cognition and function ("CDR-SB").
In addition to these endpoints, the ANAVEX 2-73 Phase 2b/3 trial design incorporated pre-specified statistical analyses
related to potential genomic precision medicine biomarkers previously identified in the ANAVEX 2-73 Phase 2a clinical trial.
The trial was completed in mid-2022 and, in December 2022, the Company presented topline results from the Phase 2b/3 clinical trial. All
statistical analyses were performed by outside consultancy companies.

 Furthermore, all pre-specified clinical endpoints
were analyzed using a mixed model for repeated measures (MMRM). Under the multiplicity control rule, a trial is successful in meeting
the co-primary endpoints if the significance of each endpoint is P < 0.05, or if the significance of only one co-primary endpoint is
P < 0.025. If only one primary endpoint is significant at an level of 0.025, then the secondary endpoint will be evaluated
at the same level of 0.025. The trial was successful, the differences in the least-squares mean (LSM) change from baseline to 48 weeks
between the ANAVEX 2-73 and placebo groups for ADAS-Cog13 was significant at a level of P < 0.025 and for CDR-SB was
significant at a level of P < 0.025, in the patients with early Alzheimer's disease.

 The comparison of individual dose groups vs placebo
also supports blarcamesine's efficacy. For the primary endpoint ADAS-Cog13, blarcamesine is significantly better than placebo (-2.027;
P = 0.0079) as well as for both the 50 mg (-2.149; P = 0.021) and the 30 mg (-1.934; P = 0.026) blarcamesine dosage groups
at Week 48, representing that blarcamesine slowed clinical progression at 48 weeks by 36.3% and by 38.5% and 34.6% in 50 mg and 30 mg
groups vs. placebo, respectively. The functional co-primary endpoint, ADCS-ADL, was trending in a positive direction but did not reach
significance at Week 48. The key secondary endpoint CDR-SB was significantly improved vs. placebo (-0.483, P = 0.0104) as well as
in both 50 mg (-0.465; P = 0.045) and 30 mg (-0.502; P = 0.020) groups at Week 48. Clinical Global Impression – Improvement
("CGI-I") was also significantly improved vs. placebo (-0.278, P = 0.004) as well as in both the 50 mg (-0.314;
P = 0.008) and the 30 mg (-0.248; P = 0.024) groups at Week 48. The findings are supported by biomarkers, including plasma A 42/40-ratio
and reduction of brain atrophy. Blarcamesine significantly slowed brain atrophy in key regions of interest, including the whole brain
by 37.6%, total grey matter by 63.5%, and lateral ventricles by 25.1%.

 In the respective safety population, common treatment-emergent
adverse events included dizziness, which was transient and mostly mild to moderate in severity, and occurred in 120 participants (35.8%)
during titration and in 76 participants (25.2%) during maintenance with ANAVEX 2-73 and 10 (6.0%) during titration and
9 (5.6%) during maintenance with placebo.

 In November 2024, we announced the submission of a Marketing Authorisation
Application ("MAA") to the European Medicines Agency (EMA), under the centralized procedure, for ANAVEX 2-73
for the treatment of Alzheimer's disease and, in December 2024, the EMA accepted the submission for scientific review. The MAA,
if approved, would allow direct market access throughout the European Union for oral ANAVEX 2-73 (blarcamesine) for the
treatment of Alzheimer's disease. A company seeking to market a new pharmaceutical product through the centralized procedure must
file safety data and efficacy data as part of the MAA. After the EMA evaluates the MAA, it provides a recommendation to the European Commission
("EC") and the EC then approves or denies the MAA. On November 14, 2025, we announced that we were informed by the Committee
for Medicinal Products for Human Use (CHMP) of the EMA of a negative trend vote on the MAA following an oral explanation. The CHMP is
expected to adopt a formal opinion on the MAA at its December 2025 meeting. We plan to request a re-examination of the CHMP opinion
upon its formal adoption.

 A long-term open label extension study of ANAVEX 2-73, referred
to as the ATTENTION-AD trial, was initiated for patients who completed the 48-week Phase 2b/3 placebo-controlled trial referenced above.
This trial extension for a duration of up to 96/144 additional weeks was completed in June 2024. The trial extension demonstrated that
blarcamesine-treated patients continued to accrue benefit through up to 192 weeks, as measured by the clinical endpoints ADAS-Cog13
(LS mean difference -3.83; P = 0.0165) and ADCS-ADL (LS mean difference +4.30, P = 0.0206). No new safety findings were observed with
continued blarcamesine treatment over three years, confirming good comparative safety profile and no associated neuroimaging
adverse events. Delayed-start analysis of treatment with oral blarcamesine was significant, reflecting the importance of early treatment initiation.

 Additional precision medicine population 48-week data
demonstrates cognitive stabilization in early Alzheimer's disease. Cognitive outcomes observed in the oral blarcamesine 30 mg precision
medicine cohort move toward normal aging profiles across validated clinical scales. For ADAS-Cog13, blarcamesine showed a 48-week change
from baseline of 0.853 compared to ~1 point typical annual decline in prodromal (pre-dementia) aging adults. For CDR-SB, blarcamesine
demonstrated a change from baseline of 0.465, aligning with the 0-0.5 point annual range seen in prodromal aging. These data are similar
to referenced barely detectable prodromal Alzheimer's disease decline, in spite of the more advanced stage of Alzheimer's
disease impairment at baseline of the blarcamesine population.

 Further
posthoc analysis demonstrates continued long-term benefit from oral blarcamesine compared to decline observed in the Alzheimer's
Disease Neuroimaging Initiative (ADNI) control group. Externally matched control participants from the ADNI database were compared with
participants over the 144-week period of ANAVEX 2-73-AD-004
and its ATTENTION-AD (ANAVEX 2-73-AD-EP-004)
open-label extension (OLE) Phase IIb/III trial. [1] For ADAS-Cog13, total score ranges
from 0 to 85 with higher scores indicating increased cognitive impairment.

 [1] Observed raw data was used. Scheduled visits were [OLE Week 0 = Combined Week 48], [OLE Week 48 = Combined
Week 96], [OLE Week 96 = Combined Week 144]; Combined = DB (double-blind) + OLE (open-label-extension) trials. Up to 144 weeks ADNI control
group data was available.

 In the intent-to-treat (ITT) population, significantly
less cognitive decline was observed for the blarcamesine participants compared to the ADNI control group at 48 weeks with a significant,
and clinically meaningful difference in mean change from baseline ADAS-Cog13 total score of -2.68 points ( p < 0.0001). [2]

 Over the course of the open-label extension study
at time point 96 weeks, these two groups diverged sharply, with statistically significant differences in mean change in ADAS-Cog13 total
score at 96 weeks of -6.41 points ( p < 0.0001). The difference between groups continues to increase at 144 weeks (ADAS-Cog13
total score difference of -12.78 points; p < 0.0001).

 The results provide evidence of the significant beneficial
therapeutic effect of blarcamesine, which positively separates from the ADNI control group with duration of treatment.

 Parkinson's Disease

 In September 2016, we presented positive preclinical
data for ANAVEX 2-73 in an animal model of Parkinson's disease, which demonstrated significant improvements on behavioral,
histopathological, and neuroinflammatory endpoints. The study was funded by the Michael J. Fox Foundation. Additional data announced in
October 2017 indicated that ANAVEX 2-73 induced robust neurorestoration in experimental Parkinsonism. We believe the encouraging
results we have gathered in this preclinical model, coupled with the favorable profile of this product candidate in the Alzheimer's
disease trial, support the notion that ANAVEX 2-73 has the potential to treat Parkinson's disease dementia.

 In October 2020, we completed a double-blind, randomized,
placebo-controlled proof-of-concept Phase 2 trial with ANAVEX 2-73 in Parkinson's disease dementia in Spain and Australia,
to study the effect of the compound on both the cognitive and motor impairment of Parkinson's disease. The trial enrolled approximately
132 patients for 14 weeks, randomized 1:1:1 to two different ANAVEX 2-73 doses, 30 mg and 50 mg, or placebo. The ANAVEX 2-73
Phase 2 Parkinson's disease dementia trial design incorporated genomic precision medicine biomarkers identified in the ANAVEX 2-73
Phase 2a Alzheimer's disease trial.

 The trial demonstrated that ANAVEX 2-73
was safe and well tolerated in oral doses up to 50 mg once daily. The results showed clinically meaningful, dose-dependent, and statistically
significant improvements in the Cognitive Drug Research ("CDR") computerized assessment system analysis. Treatment with ANAVEX 2-73
also resulted in clinically meaningful improvements as measured by the global composite score of Parkinson's disease symptom severity,
MDS-Unified Parkinson's Disease Rating Scale ("MDS-UPDRS") total score on top of standard of care including dopaminergic
therapy, levodopa and other anti-PD medications after 14 weeks of treatment, suggesting ANAVEX 2-73's potential capability
of slowing and reversing symptoms that progress in Parkinson's disease. In addition, the trial confirmed the precision medicine
approach of targeting SIGMAR1 as a genetic biomarker in response to ANAVEX 2-73 may result in improved clinical outcomes.

 [2] ADAS-Cog13 scores
LS mean difference between the treatment groups being larger than 2 points are considered clinically meaningful improvements: Muir RT,
Hill MD, Black SE, Smith EE. Minimal clinically important difference in Alzheimer's disease: Rapid review. Alzheimers Dement. 2024;20(5):3352-3363.

 A 48-week OLE ANAVEX2-73-PDD-EP-001 Phase 2 trial
was offered to participants after completion of the double-blind placebo-controlled ANAVEX2-73-PDD-001 Phase 2 trial discussed above.
The OLE trial assessed safety, tolerability and efficacy, measuring among others, MDS-Unified Parkinson's Disease Rating Scale Parts
I, II, III, REM Sleep Behavior Disorder Screening Questionnaire (RBDSQ), CGI-I, as well as cognitive efficacy endpoint Montreal Cognitive
Assessment (MoCA) over a 48-week period.

 In March 2023, we reported the preliminary ANAVEX2-73-PDD-EP-001
OLE trial data, which demonstrated longitudinal beneficial effects of ANAVEX 2-73 on the pre-specified primary and secondary
objectives. Preliminary analysis reveals that ANAVEX 2-73 was found to be generally safe and well tolerated, and safety
findings in this trial were consistent with the known safety profile of ANAVEX 2-73. In respect to efficacy, across all
efficacy endpoints, patients performed better while on ANAVEX 2-73. While all patients were on drug holiday due to COVID-19
between the DB EOT and the OLE Baseline, the respective efficacy endpoints, including the MDS-UPDRS Part II + III and CGI-I, measured
at the end of trial of the double-blind study (DB EOT) and the OLE Baseline, were worsening, as expected in a progressive disease like
Parkinson's. However, when patients resumed daily oral ANAVEX 2-73 treatment, a consistent improvement was observed
during the extension phase from OLE Baseline through OLE Week 24, and OLE Week 48, respectively. These results are consistent with the
pattern observed for all efficacy measures in the extension phase.

 We anticipate conducting further clinical trials of
ANAVEX 2-73 in Parkinson's disease dementia after submitting the results of the trial to regulatory authorities to
obtain regulatory guidance.

 Also with respect to Parkinson's disease, in
January 2021, we were awarded a research grant of $1.0 million from The Michael J. Fox Foundation for Parkinson's Research to
explore utilization of PET imaging biomarkers to enable measurement of target engagement and pathway activation of the SIGMAR1 with clinically
relevant doses including in people with Parkinson's disease. This study is currently in the planning stage.

 Rett Syndrome

 In February 2016, we presented positive preclinical
data for ANAVEX 2-73 in Rett syndrome, a rare neurodevelopmental disease. The data demonstrated dose related significant
improvements in an array of behavioral and gait paradigms in a mouse model with an MECP2-null mutation that causes neurological symptoms
that mimic Rett syndrome. The study was funded by the International Rett Syndrome Foundation.

 Our Rett syndrome program includes several clinical trials that were conducted
in a range of patient age demographics and geographic regions, utilizing an oral liquid once-daily formulation of ANAVEX 2-73.
The FDA has granted Orphan Drug Designation and the Rare Pediatric Disease (RPD) designation for the treatment of Rett syndrome. The RPD
designation is intended to encourage the development of treatments for rare pediatric diseases. Additionally, the FDA has granted Fast
Track designation for the ANAVEX 2-73 clinical development program for the treatment of Rett syndrome. The FDA Fast Track
program is designed to facilitate and expedite the development and review of new drugs to address unmet medical needs in the treatment
of serious and life-threatening conditions. An earlier application for a proposed Rett syndrome study in the United States resulted in
the FDA requesting additional information. The resulting clinical hold and subsequent partial clinical hold have since been removed after
the Company satisfactorily provided the additional information requested. The following is a summary of clinical trials conducted by the
Company in Rett syndrome. The first Phase 2 trial, (ANAVEX 2-73-RS-001), took place in the United States, and was completed
in December 2020. This trial was a randomized double-blind, placebo-controlled safety, tolerability, PK and efficacy trial of oral liquid
ANAVEX 2-73 formulation in 25 adult female patients with Rett syndrome over a 7-week treatment period including ANAVEX 2-73-specific
genomic precision medicine biomarkers. The primary endpoint of the trial was safety. The dosing of 5 mg ANAVEX 2-73 was
well-tolerated and demonstrated dose-proportional PK. All secondary efficacy endpoints of the trial showed statistically significant and
clinically meaningful response in the Rett Syndrome Behaviour Questionnaire ("RSBQ") response, when compared to placebo, in
the intent to treat ("ITT") cohort (all participants, p = 0.011). 66.7% of ANAVEX 2-73 treated subjects showed
a statistically significant improvement in RSBQ response as compared to 10% of the subjects on placebo in the ITT cohort (all participants,
p = 0.011). ANAVEX 2-73 treatment resulted in a sustained improvement in CGI-I response throughout the 7-week clinical
trial, when compared to placebo in the ITT cohort (all participants, p = 0.014). Consistent with previous ANAVEX 2-73 clinical
trials, patients carrying the common form of the SIGMAR1 gene treated with ANAVEX 2-73 experienced stronger improvements
in the prespecified efficacy endpoints.

 This clinical trial was funded, in part, by a financial
grant from the International Rett Syndrome Foundation of $0.6 million. No other clinical trials with ANAVEX 2-73 related
to Rett syndrome have been conducted in the United States.

 The
second, international trial of ANAVEX 2-73 for the treatment of Rett syndrome, called the AVATAR trial, commenced in June
2019. This trial took place in Australia and the United Kingdom using a higher dose than the U.S. based Phase 2 trial for Rett
syndrome. The trial was a Phase 3 randomized, double-blind, placebo-controlled trial to evaluate the safety and efficacy of ANAVEX 2-73
in 33 adult patients over a 7-week treatment period including ANAVEX 2-73 specific precision medicine biomarkers. Based
upon the input from the successful U.S. Phase 2 Rett syndrome trial (ANAVEX 2-73-RS-001), we updated the endpoints for
the AVATAR trial (ANAVEX 2-73-RS-002) to appropriately assess the clinically meaningful outcome following International
Conference on Harmonization (ICH) guidelines. These updates were approved by the respective regulatory authorities in the U.K. and in
Australia, respectively, where the AVATAR trial was conducted.

 The data from the AVATAR trial was released in February
2022. The clinical trial met all primary and secondary efficacy and safety endpoints, with consistent improvements in primary efficacy
endpoint, RSBQ response (p = 0.037), and secondary efficacy endpoints, Anxiety, Depression, and Mood Scale (ADAMS) (p = 0.010) and CGI-I
(p = 0.037) response. Efficacy endpoints demonstrated statistically significant and clinically meaningful reductions in Rett syndrome
symptoms. Convenient once daily oral liquid doses of up to 30 mg of ANAVEX 2-73 were also well tolerated with good medication
compliance. All patients who participated in the trial were eligible to receive ANAVEX 2-73 under a voluntary open label
extension protocol and subsequent Compassionate Use Program.

 The very first trial of ANAVEX 2-73
in pediatric Rett syndrome patients, the EXCELLENCE trial, completed enrollment in February 2023. This randomized, double-blind, placebo-controlled
Phase 2/3 trial in pediatric patients with Rett syndrome included trial sites in Canada, Australia, and the United Kingdom. 92 pediatric
patients with Rett syndrome between the ages of 5 through 17 years were treated daily with up to 30 mg ANAVEX 2-73. Participants
were randomized 2:1 (ANAVEX 2-73:placebo) for 12 weeks, followed by a week 16 safety visit and topline results from this
trial were announced in early January 2024.

 After 12 weeks, the study showed improvement on the
key co-primary endpoint RSBQ, which is a detailed 45-item questionnaire for assessing multiple Rett syndrome characteristics by the patients'
caregivers. The other co-primary endpoint, the CGI-I, which represents a less granular assessment by the site investigators using a seven-point
scoring (one="very much improved" to seven="very much worse"), was not met.

 In an ad-hoc analysis, using the predefined mixed-effect
model for repeated measure (MMRM) method, after 12 weeks of treatment, ANAVEX 2-73-treated patients improved LS Mean (SE)
-12.93 (2.150) points on their RSBQ total score compared to LS Mean (SE) -8.32 (2.537) points in placebo-treated patients. The LS Mean
difference (SE) of -4.61 (2.439) points between treated and placebo groups did not reach statistical significance (n=77; p=0.063). ANAVEX 2-73-treated
patients demonstrated a rapid onset of action with improvements at 4 weeks after treatment with a RSBQ total score LS Mean (SE) -10.32
(2.086) points in the drug-treated group compared to a LS Mean (SE) -5.67 (2.413) points in placebo-treated patients. The LS Mean difference
of -4.65 (2.233) points between treated and placebo groups was statistically significant (n=77; p=0.041).

 The key secondary endpoint, the ADAMS, trended favorably.
In the same analysis, scores for all RSBQ and ADAMS subscales improved over the course of the study. Collectively, the RSBQ and ADAMS
demonstrated improvements in multiple areas, impacting positively in particular repetitive movements, nighttime disruptive behaviors,
and social avoidance.

 A preliminary review of the safety results indicates
there were no new safety signals in the EXCELLENCE study, reinforcing the favorable and manageable safety profile observed with ANAVEX 2-73
to date.

 All patients who participated in the trial were eligible
to receive ANAVEX 2-73 under a voluntary open label extension protocol, which was completed in June 2024.

 A high enrollment rate in the Open Label Extension
("OLE") of over 91% and the high level of requests for the Compassionate Use Program (93%) provide solid numerical evidence
for the reported positive Real World Evidence (RWE) from patients with Rett syndrome under Compassionate Use Authorization. Families whose
children were previously on drug or placebo in the placebo-controlled trial commented favorably on the improvement of their child's
daily life due to ANAVEX 2-73 treatment in the Compassionate Use Program.

 Other indications

 We believe preclinical data from our studies also
supports further research into the use of ANAVEX 2-73 as a potential platform drug for other neurodegenerative diseases
beyond Alzheimer's disease, Parkinson's disease or Rett syndrome, more specifically, epilepsy, infantile spasms, Fragile X
syndrome, Angelman syndrome, multiple sclerosis, and tuberous sclerosis complex (TSC). ANAVEX 2-73 demonstrated significant
improvements in all of these indications in the respective preclinical animal models.

 In a preclinical study sponsored by the Foundation
for Angelman Syndrome, ANAVEX 2-73 was assessed in a mouse model for the development of audiogenic seizures. The results
indicated that ANAVEX 2-73 administration significantly reduced audiogenic-induced seizures in mice. In a study sponsored
by FRAXA Research Foundation regarding Fragile X syndrome, data demonstrated that ANAVEX 2-73 restored hippocampal brain-derived
neurotrophic factor (BDNF) expression to normal levels. BDNF under-expression has been observed in many neurodevelopmental and neurodegenerative
pathologies. BDNF signaling promotes maturation of both excitatory and inhibitory synapses. ANAVEX 2-73 normalization of
BDNF expression could be a contributing factor for the positive preclinical data observed in both neurodevelopmental and neurodegenerative
disorders like Angelman and Fragile X syndromes.

 In addition, preclinical data to-date also indicates
that ANAVEX 2-73 has the potential to demonstrate protective effects of mitochondrial enzyme complexes during pathological
conditions, which, if impaired, may play a role in the pathogenesis of neurodegenerative and neurodevelopmental diseases.

 In addition, preclinical data on ANAVEX 2-73
related to multiple sclerosis indicates that ANAVEX 2-73 may promote remyelination in multiple sclerosis disease. Further,
our data also demonstrates that ANAVEX 2-73 has the potential to provide protection for oligodendrocytes and oligodendrocyte
precursor cells ("OPCs"), as well as central nervous system neurons in addition to helping repair by increasing OPC proliferation
and maturation in tissue culture.

 In March 2018, we presented preclinical data of ANAVEX 2-73
in a genetic mouse model of tuberous sclerosis complex ("TSC"). TSC is a rare genetic disorder characterized by the growth
of numerous benign tumors in many parts of the body with a high incidence of seizures. The preclinical data demonstrated that treatment
with ANAVEX 2-73 significantly increased survival and reduced seizures in those mice.

 ANAVEX 2-73
(blarcamesine)-specific Biomarkers

 As part of some of our clinical trials, we have incorporated
a genomic analysis to better understand potential populations for whom our clinical programs might benefit. A full genomic analysis of
Alzheimer's disease patients treated with ANAVEX 2-73 (blarcamesine) has helped us identify actionable genetic variants.
A significant impact of the genomic biomarkers SIGMAR1, the direct target of ANAVEX 2-73 (blarcamesine) and COMT, a gene
involved in memory function, on the drug response level was identified, leading to an early ANAVEX 2-73 (blarcamesine)
specific biomarker hypothesis. We believe that excluding patients with SIGMAR1 identified biomarker variant (approximately 10%-20%
of the population) in prospective studies would identify approximately 80%-90% patients that would display clinically significant improved
functional and cognitive scores. The consistency between the identified DNA and RNA data related to ANAVEX 2-73 (blarcamesine),
which are considered independent of Alzheimer's disease pathology, as well as multiple endpoints and time-points, provides support
for the potential precision medicine clinical development of ANAVEX 2-73 (blarcamesine) by using genetic biomarkers identified
within the trial population itself to either confirm the mechanism of action of ANAVEX 2-73 (blarcamesine) or target patients
who are most likely to respond to ANAVEX 2-73 (blarcamesine) treatment. We may in the future utilize such an approach in
certain indications in which ANAVEX 2-73 (blarcamesine) is being studied.

 ANAVEX 3-71

 ANAVEX 3-71 is an orally available
clinical drug candidate with a novel mechanism of action via SIGMAR1 activation and M1 muscarinic allosteric modulation, which has been
shown to enhance neuroprotection and cognition in Alzheimer's disease models. ANAVEX 3-71 is a CNS-penetrable potential
disease modifying treatment for cognitive impairments. We believe it is effective against the major Alzheimer's hallmarks in transgenic
(3xTg-AD) mice, including cognitive deficits, amyloid and tau pathologies, and also has beneficial effects on inflammation and mitochondrial
dysfunctions. ANAVEX 3-71 indicates extensive therapeutic advantages in Alzheimer's and other protein-aggregation-related
diseases given its ability to enhance neuroprotection and cognition via SIGMAR1 activation and M1 muscarinic allosteric modulation.

 A preclinical study examined the response of ANAVEX 3-71
in aged transgenic animal models and showed a significant reduction in the rate of cognitive deficit, amyloid beta pathology and inflammation
with the administration of ANAVEX 3-71. The FDA has granted Orphan Drug Designation to ANAVEX 3-71 for the
treatment of Frontotemporal Demetia ("FTD").

 During pathological conditions ANAVEX 3-71
demonstrated the formation of new synapses between neurons (synaptogenesis) without causing an abnormal increase in the number of astrocytes.
In neurodegenerative diseases such as Alzheimer's and Parkinson's disease, synaptogenesis is believed to be impaired. Additional
preclinical data presented also indicates that in addition to reducing oxidative stress, ANAVEX 3-71 has the potential
to demonstrate protective effects of mitochondrial enzyme complexes during pathological conditions, which, if impaired, are believed to
play a role in the pathogenesis of neurodegenerative and neurodevelopmental diseases.

 In July 2020, we commenced the First-in-Human Phase
1 clinical trial of ANAVEX 3-71. The Phase 1 clinical trial was a prospective double-blind,
randomized, placebo-controlled trial conducted in Australia. A total of 36 healthy male and female subjects were included. Single escalating
doses of ANAVEX 3-71 were administered in order to evaluate the safety, tolerability, and PK of ANAVEX 3-71
and the effects of food and gender on its PK in healthy volunteers.

 The trial met
its primary and secondary endpoints of safety, with no serious adverse events ("SAEs") or dose-limiting toxicities observed.
ANAVEX 3-71 was well tolerated in all cohorts receiving ANAVEX 3-71 in single doses ranging from 5 mg to
200 mg daily with no SAEs and no significant lab abnormalities in any subject. In the trial, ANAVEX 3-71 exhibited linear
PK. Its pharmacokinetics was also dose proportional for doses up to 160 mg. Gender had no effect on the PK of the drug and food had no
effect on the bioavailability of ANAVEX 3-71. The trial also met the secondary objective of characterizing the effect of
ANAVEX 3-71 on electrocardiogram ("ECG") parameters. There were no clinically significant ECG parameters throughout
the trial. Participant QTcF measures were normal across all dose groups with no difference between ANAVEX 3-71 and placebo.

 In October 2023
a peer-reviewed publication in the journal Neurobiology of Aging, titled ' Early treatment with an M1 and sigma-1 receptor
agonist prevents cognitive decline in a transgenic rat model displaying Alzheimer-like amyloid pathology ', featured the orally
available small molecule ANAVEX 3-71 (AF710B). The preclinical study described the potential disease-modifying properties
of ANAVEX 3-71 on Alzheimer's disease pathology as a possible drug candidate for a potential once daily oral preventive
strategy for Alzheimer's disease.

 In January 2024,
in another peer-reviewed publication in the journal Clinical Pharmacology in Drug Development, entitled, ' Population-Based
Characterization of the Pharmacokinetics and Food Effect of ANAVEX3-71, a Novel Sigma-1 Receptor and Allosteric M1 Muscarinic Receptor
Agonist in Development for Treatment of Frontotemporal Dementia, Schizophrenia, and Alzheimer Disease', reported the population-based
characterization of the PK and food effect of ANAVEX 3-71 as part of the single ascending dose study in healthy participants
with the primary objective of assessing dose proportionality of ANAVEX 3-71, and to characterize the effect of food on
the PK of ANAVEX 3-71. The results from this PK evaluation demonstrated that ANAVEX 3-71, at single ascending
doses of 5 to 200 mg, is linear, dose proportional, and time invariant. Food had no effect on the PK of ANAVEX 3-71. This
data also expands the safety objectives met in this first-in-human study of ANAVEX 3-71, further supporting its drug development
program.

 Based on these
results, and ANAVEX 3-71 pre-clinical profile, the Company intends to advance ANAVEX 3-71 into a biomarker-driven
clinical development dementia program for the treatment of schizophrenia, FTD and Alzheimer's disease, evaluating longitudinal effect
of treatment with ANAVEX 3-71. The first of these trials is being conducted in schizophrenia.

 Schizophrenia

 In March 2024,
we commenced the U.S. FDA-cleared ANAVEX 3-71-SZ-001 clinical trial: a double-blind, placebo-controlled Phase 2 trial in
schizophrenia. The trial consists of two parts to explore multiple ascending doses in individuals with schizophrenia followed by a 28-day
treatment period in a larger cohort. The trial will utilize standard clinical outcome measures for schizophrenia including the Positive
and Negative Symptoms Scale (PANSS), and novel fluid and electrophysiological biomarkers will also be assessed, leveraging several advances
in electroencephalography/event-related potential (EEG/ERP) biomarkers in schizophrenia developed in collaboration with the industry-led
ERP Biomarker Qualification Consortium. In addition to the electrophysiological biomarkers, we are also applying novel neuroinflammatory,
metabolomic, and transcriptomic biomarkers at the intersection of schizophrenia pathophysiology and ANAVEX 3-71's
novel, dual mechanism of action.

 Preliminary
results from Part A of the ANAVEX 3-71-SZ-001 clinical trial, consisting of a multiple ascending dose study in 16 participants,
demonstrated a dose-dependent effect of ANAVEX 3-71 on two key EEG biomarkers in patients with schizophrenia. The effects
were most pronounced in the higher dose group indicating a dose-dependent pharmacodynamic effect. The observed changes reversed known
electroencephalography (EEG) and ERP biomarker abnormalities associated with schizophrenia. These EEG biomarkers correlate with positive,
negative, and cognitive symptoms of schizophrenia.

 In May 2025
we announced the completion of enrollment of Part B of the study, which included more participants and a longer treatment duration. The
top-line data of the Phase 2 ANAVEX 3-71-SZ-001 clinical was announced in October 2025. The study successfully achieved
its primary endpoint, demonstrating that ANAVEX 3-71 was safe and well-tolerated. The safety profile was consistent with
previous studies of ANAVEX 3-71 in healthy volunteers, with no serious treatment-emergent adverse events (TEAEs) and no
severe TEAEs reported in either Part A or Part B of the study. In addition to meeting the primary safety endpoint, secondary and exploratory
analyses revealed encouraging trends in several outcome measures. The study demonstrated positive trends in objective electroencephalography
(EEG) and event-related potential (ERP) biomarkers of schizophrenia. Furthermore, neuroinflammatory biomarker assessments showed that
glial fibrillary acidic protein (GFAP), a marker of neuroinflammation, was reduced in participants receiving ANAVEX 3-71
compared to placebo. This reduction in neuroinflammatory markers suggests a potential disease-modifying effect that may become more pronounced
with longer treatment durations.

 ANAVEX 1-41

 ANAVEX 1-41 is a sigma-1 agonist. Pre-clinical
tests revealed significant neuroprotective benefits (i.e., protects nerve cells from degeneration or death) through the modulation of
endoplasmic reticulum, mitochondrial and oxidative stress, which damages and impairs cell viability. In addition, in animal models, ANAVEX 1-41
prevented the expression of caspase-3, an enzyme that plays a key role in apoptosis (programmed cell death) and loss of cells in the hippocampus,
the part of the brain that regulates learning, emotion and memory. These activities involve both muscarinic and SIGMAR1 systems through
a novel mechanism of action.

 Preclinical data presented also indicates that ANAVEX 1-41
has the potential to demonstrate protective effects of mitochondrial enzyme complexes during pathological conditions, which, if impaired,
are believed to play a role in the pathogenesis of neurodegenerative and neurodevelopmental diseases.

 ANAVEX 1066

 ANAVEX 1066, a mixed sigma-1/sigma-2
ligand, is designed for the potential treatment of neuropathic and visceral pain. ANAVEX 1066 was tested in two preclinical
models of neuropathic and visceral pain that have been extensively validated in rats. In the chronic constriction injury model of neuropathic
pain, a single oral administration of ANAVEX 1066 dose-dependently restored the nociceptive threshold in the affected paw
to normal levels while leaving the contralateral healthy paw unchanged. Efficacy was rapid and remained significant for two hours. In
a model of visceral pain, chronic colonic hypersensitivity was induced by injection of an inflammatory agent directly into the colon and
a single oral administration of ANAVEX 1066 returned the nociceptive threshold to control levels in a dose-dependent manner.
Companion studies in rats demonstrated the lack of any effects on normal gastrointestinal transit with ANAVEX 1066 and
a favorable safety profile in a battery of behavioral measures.

 ANAVEX 1037

 ANAVEX 1037 is designed for the treatment
of prostate and pancreatic cancer. It is a low molecular weight, synthetic compound exhibiting high affinity for sigma-1 receptors at
nanomolar levels and moderate affinity for sigma-2 receptors and sodium channels at micromolar levels. In advanced pre-clinical studies,
this compound revealed antitumor potential. It has also been shown to selectively kill human cancer cells without affecting normal/healthy
cells and also to significantly suppress tumor growth in immune-deficient mice models. Scientific publications highlight the possibility
that these ligands may stop tumor growth and induce selective cell death in various tumor cell lines. Sigma receptors are highly expressed
in different tumor cell types. Binding by appropriate sigma-1 and/or sigma-2 ligands can induce selective apoptosis. In addition, through
tumor cell membrane reorganization and interactions with ion channels, we believe our drug candidates may play an important role in inhibiting
the processes of metastasis (spreading of cancer cells from the original site to other parts of the body), angiogenesis (the formation
of new blood vessels) and tumor cell proliferation.

 ANAVEX 1037 is currently in the pre-clinical
and clinical testing stages of development, and there is no guarantee that the activity demonstrated in pre-clinical models will be shown
in human testing.

 We continue to identify and initiate discussions with
potential strategic and commercial partners to most effectively advance our programs and increase stockholder value. Further, we may acquire
or develop new intellectual property and assign, license, or otherwise transfer our intellectual property to further our goals.

 Our Target Indications

 We are developing compounds with potential application
to two broad categories and several specific indications, including:

 Central Nervous System Diseases

 Alzheimer's disease – An estimated 7.2
 million Americans aged 65 and older are living with Alzheimer's dementia in 2025, according to the Alzheimer's Association.
 The Alzheimer's Association estimates that the annual number of new cases of Alzheimer's and other dementias
 is projected to double by 2050. Medications on the market today treat only the symptoms of Alzheimer's disease and do not have the
 ability to stop its onset or its progression. We believe that there is an urgent and unmet need for both a disease modifying cure for
 Alzheimer's disease as well as for better symptomatic treatments.

 Parkinson's disease – Parkinson's
 disease is a progressive disease of the nervous system marked by tremors, muscular rigidity, and slow, imprecise movement. It is associated
 with degeneration of the basal ganglia of the brain and deficiency of the neurotransmitter dopamine. Parkinson's disease currently
 is estimated to afflict more than 10 million people worldwide, typically middle-aged and elderly people. The Parkinson's disease
 market is expected to reach $11.5 billion by 2029, according to GlobalData.

 Rett syndrome – Rett syndrome is a rare X-linked
 genetic neurological and developmental disorder that affects the way the brain develops, including protein transcription, which is altered
 and as a result leads to severe disruptions in neuronal homeostasis. It is considered a rare, progressive neurodevelopmental disorder
 and is caused by a single mutation in the MECP2 gene. Because males have a different chromosome combination from females, boys who have
 the genetic MECP2 mutation are affected in devastating ways. Most of them die before birth or in early infancy. For females who survive
 infancy, Rett syndrome leads to severe impairments, affecting nearly every aspect of the child's life: severe mental retardation,
 their ability to speak, walk and eat, sleeping problems, seizures and even the ability to breathe easily. Rett syndrome affects approximately
 1 in every 10,000-15,000 females.

 Schizophrenia - Schizophrenia is a persistent
and often disabling mental illness impacting how a person thinks, feels, and behaves, and affects nearly 24 million people worldwide,
including 2.8 million people in the U.S., according to the World Health Organization. It is characterized by three symptom domains: positive
symptoms (hallucinations and delusions), negative symptoms (difficulty enjoying life and withdrawal from others), and cognitive impairment
(deficits in memory, concentration, and decision-making). In part due to limitations with current treatments, people living with schizophrenia
often struggle to maintain employment, live independently, and manage relationships. While current treatments can be effective in managing
select symptoms, approximately 34% of people do not respond to therapy, with an additional 50-60% experiencing only a partial improvement
in symptoms or unacceptable side effects.

 Fragile X – Fragile X syndrome (FXS) is the
 most prevalent genetic form of intellectual disability and autism spectrum disorder, primarily affecting boys. As with most neurodevelopmental
 disorders, FXS is considered a condition of synaptic development and function. The disease has a range of clinical presentations depending
 on the specific genetic changes associated with an "expansion" of the FMR1 gene. The disease is characterized by deficits
 in long-term potentiation and homeostatic plasticity. FXS has been detected in all populations and ethnic groups. Researchers do not know
 the exact number for how many Americans could have full mutation FXS. Studies estimate that the disease affects approximately 1:4,000
 males and 1:6,000 females. Worldwide, more than 1,400,000 people could be affected by FXS.

 Depression – Depression is a major cause of morbidity worldwide according to the World Health Organization. The global antidepressant drug market is projected to reach $21 billion by 2030 according to Allied Market Research. Pharmaceutical treatment for depression has been historically dominated by blockbuster brands. However, the dominance of the leading brands is waning, largely due to an increase in the number of approvals for antidepressant drugs.

 Epilepsy – Epilepsy is a common chronic neurological
 disorder characterized by recurrent unprovoked seizures. These seizures are transient signs and/or symptoms of abnormal, excessive or
 synchronous neuronal activity in the brain. According to the Centers for Disease Control and Prevention, data from 2021 and 2022 suggest
 epilepsy affects roughly 3.4 million Americans. Today, epilepsy is often controlled, but not cured, with medications that are categorized
 as older traditional anti-epileptic drugs and second-generation anti-epileptic drugs. Because epilepsy afflicts sufferers in different
 ways, there is a need for drugs used in combination with both traditional anti-epileptic drugs and second generation anti-epileptic drugs.

 Neuropathic Pain – We define neuralgia, or neuropathic pain, as pain that is not related to activation of pain receptor cells in any part of the body. Neuralgia is more difficult to treat than some other types of pain because it does not respond well to normal pain medications. Special medications have become more specific to neuralgia and typically fall under the category of membrane stabilizing drugs or antidepressants.

 Cancer

 Malignant Melanoma – Predominantly a skin cancer,
 malignant melanoma can also occur in melanocytes found in the bowel and the eye. Malignant melanoma accounts for a large majority of skin
 cancer deaths. The treatment includes surgical removal of the tumor, adjuvant treatment, chemo and immunotherapy, or radiation therapy.
 According to iHealthcareAnalyst, Inc. the worldwide malignant melanoma market is expected to grow to $7.5 billion by 2029.

 Prostate Cancer – Specific to men, prostate
 cancer is a form of cancer that develops in the prostate, a gland in the male reproductive system. Cancer cells may metastasize from the
 prostate to other parts of the body, particularly the bones and lymph nodes. Drug therapeutics for prostate cancer are expected to increase
 to nearly $10.1 billion by the end of 2030 according to Market Research Future.

 Pancreatic Cancer – Pancreatic cancer is a malignant neoplasm of the pancreas. In the United States, approximately 67,000 new cases of pancreatic cancer will be diagnosed this year and approximately 52,000 patients will die as a result of their cancer, according to the American Cancer Society. Sales predictions by Market Data Forecast predict that the market for the global pharmaceutical treatment of pancreatic cancer will increase to $3.7 billion by 2027.

 Competition

 The drug discovery and development industry is very
competitive, characterized by rapid advancements in technology, where protection of proprietary advancements is essential. Any product
candidates that we may successfully develop and commercialize, may compete with existing therapies, or new therapies that may become available
in the future. Our commercial opportunities could be reduced or eliminated if our competitors develop and commercialize products that
are more effective, have fewer side effects, are more convenient or are less expensive than any products that we may develop.

 We believe our approach to the treatment of Alzheimer's
disease and other CNS diseases differs from our competitors. Our platform may offer a disease-modifying approach in neurodegenerative
and neurodevelopmental diseases by activation of SIGMAR1. In our preclinical studies, when activated by SIGMAR1 agonists, such as ANAVEX 2-73,
SIGMAR1 demonstrated reduced cellular stress before and after RNA gene transcription. Our studies confirm the potential existence of a
predictive biomarker of response established through SIGMAR1 mRNA expression that could be used in future clinical trials. Because of
its role in maintaining neuronal homeostasis, we believe sigma receptors show significant promise as viable targets for therapeutic molecules
in an effort to treat Alzheimer's disease and other CNS diseases and disorders by restoring healthy gene expression.

 At this time, our competitors are primarily other
biomedical development companies that are aiming to discover and develop compounds to be used in the treatment of Alzheimer's disease
and other CNS diseases, and those companies already doing so. We also face competition from academic institutions and government agencies,
both in the United States and abroad.

 Our competitors may have significantly greater financial
resources, an established presence in the market, expertise in research and development, manufacturing, preclinical and clinical testing,
or may be in the process of obtaining regulatory approvals and marketing of approved products. These competitors also compete with us
in recruiting and retaining qualified scientific and technical personnel, establishing clinical trial sites and patient registration for
clinical trials, as well as in acquiring or developing technologies complementary to, or necessary for, our programs. Smaller or early-stage
companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies.

 For additional discussion of the risks related to
competition, see Item 1A "Risk Factors."

 Patents, Trademarks and Intellectual Property

 We hold ownership or exclusive rights to thirty (30)
issued U.S. patents, seventeen (17) pending U.S. patent applications, and numerous PCT and ex-U.S. patents and patent applications relating
to our drug candidates, methods associated therewith, and to our research programs.

 We own one issued U.S. patent entitled "ANAVEX 2-73
and certain anticholinesterase inhibitors composition and method for neuroprotection," which claims a composition of matter of ANAVEX 2-73,
a synergistic neuroprotective compound, combined with donepezil and other cholinesterase inhibitors. This patent is expected to expire
in June 2034, absent any patent term extension for regulatory delays.

 We own another issued U.S. patent entitled "A2-73
crystalline polymorph compositions of matter and methods of use thereof". It claims crystals of A2-73 freebase or its fumarate salt,
dosage forms and pharmaceutical formulations. This patent is expected to expire in July 2039, absent any patent term extension for regulatory
delays.

 We own five issued U.S. patents each with claims directed
to crystalline forms of ANAVEX 2-73. The first of these five patents claims crystalline forms of ANAVEX 2-73,
dosage forms and compositions containing crystalline ANAVEX 2-73, and methods of treatment for Alzheimer's disease
using them. This patent is expected to expire in July 2036, absent any patent term extension for regulatory delays. The second of these
five patents claims pharmaceutical compositions containing a crystalline form of ANAVEX 2-73, and methods of treatment
for Alzheimer's disease using the compositions. This patent is expected to expire in June 2036, absent any patent term extension
for regulatory delays. The third of these five patents claims pharmaceutical compositions containing a crystalline form of ANAVEX 2-73,
and methods of treating for Alzheimer's disease using the compositions. This patent is expected to expire in June 2037, absent any
patent term extension for regulatory delays. The fourth patent claims method of making certain crystalline forms of ANAVEX 2-73.
This patent is expected to expire in October 2036, absent any patent term extension for regulatory delays. The fifth patent claims crystalline
forms of the dihydrogen phosphate salt of ANAVEX 2-73 and dosage forms (including transdermal and oral dosage forms) and
pharmaceutical compositions containing the same. This patent is expected to expire in July 2039, absent any patent term extension for
regulatory delays.

 We also own three issued U.S. patents for seizure
treatment. The first of these three patents claims methods and dosage forms for treating seizures, the dosage forms containing a low-dose
anti-epilepsy drug combined with either: (i) ANAVEX 2-73 and its active metabolite ANAVEX 19-144; or (ii)
ANAVEX 19-144. The second of these three patents further claims a combination seizure treatment involving administration
of an anti-epilepsy drug combined with (i) ANAVEX 19-144, or (ii) ANAVEX 19-144 and ANAVEX 2-73.
The third of these three patents claims a dosage form for seizure reduction, comprising (i) ANAVEX 19-144, (ii) ANAVEX 2-73,
or (iii) a combination of ANAVEX 19-144 and ANAVEX 2-73; and optionally further comprising a low-dose anti-epilepsy
drug. All three patents are expected to expire in October 2035, absent any patent term extension for regulatory delays.

 We also own four issued U.S. patents with claims directed
to treating neurodevelopmental disorders. These patents claim methods for treating a neurodevelopmental disorder, multiple sclerosis,
their related biochemical and functional abnormalities, or loss-of-function associated with a neurodevelopmental disorder, by administering
ANAVEX 2-73, ANAVEX 19-144, and/or ANAVEX 1-41 (another sigma receptor ligand similar to
ANAVEX 2-73), or compositions thereof. All four patents are expected to expire in January 2037, absent any patent term
extension for regulatory delays.

 In addition, we own one issued U.S. patent with claims
directed to methods of treating melanoma with a compound related to ANAVEX 2-73. This patent is expected to expire in February
2030, absent any patent term extension for regulatory delays.

 We also own an issued U.S. patent that claims crystalline
forms of ANAVEX 19-144, dosage forms and compositions containing the crystalline forms of ANAVEX 19-144,
and methods of treatment for Alzheimer's disease. This patent is expected to expire in July 2036, absent any patent term extension
for regulatory delays.

 Further, we own two issued U.S. patents with claims
directed to methods of treating cardiac dysfunction with ANAVEX 2-73. These patents are expected to expire in July 2038,
absent any patent term extension for regulatory delays. Additionally, we own three issued U.S. patents for the treatment of insomnia,
anxiety, or agitation. The first of the three patents claims methods of treating insomnia or anxiety with ANAVEX 2-73,
ANAVEX 19-144, and/or ANAVEX 1-41. This patent is expected to expire in September 2038. The second and third
of the three patents claim dosage forms comprising any of, or any combination of ANAVEX 2-73, ANAVEX 19-144,
and/or ANAVEX 1-41. These patents are expected to expire in July 2037, absent any patent term extension for regulatory
delays.

 In addition, we own one issued U.S. patent with claims
directed to a method of treating Alzheimer's disease based upon selection of particular responders to ANAVEX A2-73
treatment based upon the absence of certain genetic polymorphisms.

 Further, we own one issued U.S. patent with claims
directed to a method of treating systolic hypertension using ANAVEX 2-73. This patent is expected to expire in July 2039,
absent any patent term extension for regulatory delays. Additionally, we own one issued U.S. patent with claims directed to pharmaceutical
dosage forms of the (-) enantiomer of ANAVEX 2-73. This patent is expected to expire in July 2036, absent any patent term
extension for regulatory delays.

 We also own three issued U.S. patents related to ANAVEX 1066.
The first of these three patents claims methods for treating or preventing pain using the (+) ANAVEX 1066 isomer. The second
patent claims methods for treating or preventing pain using the (-) ANAVEX 1066 isomer. The third patent claims dosage
forms and pharmaceutical compositions comprising the (+) ANAVEX 1066 isomer. All three patents are expected to expire in
November 2036, absent any patent term extension for regulatory delays.

 For ANAVEX 2-73, ANAVEX 19-144,
ANAVEX 1-41, and ANAVEX 1066, we also have granted or pending applications in Australia, Canada, China,
Europe, Japan, and Hong Kong, which are expected to expire after 2035.

 With regard to ANAVEX 3-71, we own
exclusive rights to two issued U.S. patents with claims respectively directed to the ANAVEX 3-71 compound and methods of
treating various diseases including Alzheimer's with the same. These patents are expected to expire in April 2030, and January 2030,
respectively, absent any patent term extension for regulatory delays. We also own exclusive rights to related patents or applications
that are granted or pending in Australia, Canada, China, Europe, Japan, Korea, New Zealand, Russia, and South Africa, which are expected
to expire in January 2030.

 We also own other patent applications and certain
granted foreign patents directed to enantiomers, crystals, formulations, uses, and patient selection methods that may provide additional
protection for one or more of our product candidates.

 We regard patents and other intellectual property
rights as corporate assets. Accordingly, we attempt to optimize the value of intellectual property in developing our business strategy
including the selective development, protection, and exploitation of our intellectual property rights. In addition to filings made with
intellectual property authorities, we protect our intellectual property and confidential information by means of carefully considered
processes of communication and the sharing of information, and by the use of confidentiality and non-disclosure agreements and provisions
for the same in contractor's agreements. While no agreement offers absolute protection, such agreements provide some form of recourse
in the event of disclosure, or anticipated disclosure.

 Our
intellectual property position, like that of many biomedical companies, is uncertain and involves complex legal and technical questions
for which important legal principles are unresolved. For more information regarding challenges to our existing or future patents, see
"Risk Factors" in Part I, Item 1A of this Annual Report on Form 10-K.

 Government regulation

 Government authorities in the United States, at the
federal, state and local levels, and in other countries extensively regulate, among other things, the research, development, testing,
manufacture, quality control, approval, labeling, packaging, storage, record-keeping, promotion, advertising, distribution, marketing
and export and import of products such as those we are developing. A new drug must be approved by the local regulatory authority through
an NDA, MAA or other regulatory process before it may be legally marketed in each jurisdiction. We are subject to various government regulations
in connection with the development of our pipeline.

 U.S. Drug Development and Regulation

 In the United States, the FDA regulates drugs under
the Federal Food, Drug, and Cosmetic Act and its implementing regulations ("FDCA"). The process of obtaining regulatory approvals
and the subsequent compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial
time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product development process,
approval process or post approval may subject an applicant to administrative or judicial sanctions. These sanctions could include the
FDA's refusal to approve pending applications, withdrawal of an approval, import refusal, a clinical hold, warning letters, product
recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, refusals of government contracts,
restitution, disgorgement or civil or criminal penalties. Any agency or judicial enforcement action could have a material adverse effect
on us.

 Once a drug candidate is identified for development,
it enters the preclinical testing stage and an Investigational New Drug Application ("IND") may be opened for the regulatory
development of the product. Preclinical tests include laboratory evaluations of product chemistry, toxicity and formulation, as well as
other preclinical studies. An IND sponsor must submit the results of the preclinical tests, together with manufacturing information and
analytical data, to the FDA as part of the IND to conduct clinical trials. The sponsor must also include a protocol detailing, among other
things, the objectives of the clinical trials, the parameters to be used in monitoring the safety of the trial, and the effectiveness
criteria to be evaluated should the trial include an efficacy evaluation. Some preclinical testing may continue even after the IND is
filed. The IND automatically becomes effective thirty (30) days after receipt by the FDA, unless the FDA, within the 30-day time period,
places the clinical trial on a clinical hold. Clinical holds also may be imposed by the FDA at any time before or during clinical trials
due to safety concerns about ongoing or proposed clinical trials or non-compliance with specific FDA requirements, and the trials may
not begin or continue until the FDA notifies the sponsor that the hold has been lifted.

 All clinical trials must be conducted under the supervision
of one or more qualified investigators in accordance with FDA good clinical practice ("GCP") requirements, which include a
requirement that all research subjects provide their informed consent in writing for their participation in any clinical trial. Clinical
trials must be conducted under protocols detailing the objectives of the trial, dosing procedures, subject selection inclusion and exclusion
criteria and the safety and/or effectiveness criteria to be evaluated. Each protocol must be submitted to the FDA as part of the IND,
and timely safety reports must be submitted to the FDA and the investigators for serious and unexpected adverse events. An Institutional
Review Board ("IRB") at each institution participating in the clinical trial must review and approve each protocol before
a clinical trial may commence at the institution and must also approve the information regarding the trial as well as the informed consent
form that must be provided to each trial participant or his or her legal representative, monitor the study until completed and otherwise
comply with all applicable IRB regulations.

 Human clinical trials are typically conducted in three
sequential phases that may overlap or be combined in certain cases:

 Phase 1: The compound is initially introduced into
healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution and excretion and, if possible, to
gain an early indication of its effectiveness. In most cases, initial Phase 1 clinical trials are conducted with healthy volunteers. However,
where the compound being evaluated is for the treatment of severe or life-threatening diseases, such as cancer, and especially when the
product may be too toxic to ethically administer to healthy volunteers, the initial human testing may be conducted on patients with the
target disease or condition. Sponsors sometimes subdivide their Phase 1 clinical trials into Phase 1a and Phase 1b clinical trials. Phase
1b clinical trials are typically aimed at confirming dosage, PK and safety in a larger number of patients. Some Phase 1b clinical trials
evaluate biomarkers or surrogate markers that may be associated with efficacy in patients with specific types of diseases or conditions.

 Phase 2: This phase involves clinical trials in a
limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the product
for specific targeted diseases or conditions and to confirm dosage tolerance and appropriate dosage.

 Phase 3: Phase 3 clinical trials are undertaken to
further evaluate dosage, clinical efficacy and safety in an expanded patient population, generally at geographically dispersed clinical
trial sites. These clinical trials, often referred to as "pivotal" or "confirmatory" clinical trials, are intended
to establish the overall risk-benefit ratio of the compound and provide, if appropriate, an adequate basis for product approval and labeling.

 The FDA or the sponsor may suspend a clinical trial
at any time on various grounds, including any finding that the research subjects or patients are being exposed to an unacceptable health
risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not being conducted
in accordance with the IRB's requirements or if the drug has been associated with unexpected, serious harm to study subjects. In
addition, clinical trials may be overseen by an independent group of qualified experts organized by the sponsor, known as a data safety
monitoring board or committee. Depending on its charter, this board or committee may determine whether a trial may move forward at designated
check points based on access to certain data from the trial.

 Phase 4: Phase 4 or post-approval trials may also
be conducted after a drug receives initial marketing approval. These trials, often referred to as "Phase 4" trials, are used
to gain additional experience from the treatment of patients in the intended therapeutic indication. In certain instances, the FDA may
mandate the performance of such clinical trials as a condition of approval of continued marketing of the product.

 During the development of a new drug, sponsors are
given several opportunities to meet with the FDA. These meetings can provide an opportunity for the sponsor to share information about
the progress of the application or clinical trials, for the FDA to provide advice, and for the sponsor and the FDA to reach agreement
on the next phase of development. These meetings may occur prior to the submission of an IND, at the end of Phase 2 clinical trials, or
before an NDA is ultimately submitted. Sponsors typically use the meetings at the end of the Phase 2 trials to discuss Phase 2 clinical
results and present plans for the pivotal Phase 3 clinical trials that they believe will support approval of the new drug. Meetings at
other times may be made upon request and are subject to approval by the FDA.

 Concurrent with clinical trials, companies typically
complete additional, animal or other non-clinical studies, develop additional information about the chemistry and physicochemical characteristics
of the drug, and finalize a process for manufacturing the product in commercial quantities in accordance with the FDA's current
Good Manufacturing Practices ("cGMP") requirements. The manufacturing process must consistently produce quality batches of
the drug and, among other things, the manufacturer must develop methods for testing the identity, strength, quality and purity of the
final drug. In addition, appropriate packaging must be selected and tested, and stability studies must be conducted to demonstrate the
effectiveness of the packaging and that the compound does not undergo unacceptable deterioration over its shelf life.

 While the IND is active, progress reports summarizing
the results of ongoing clinical trials and nonclinical studies performed since the last progress report must be submitted on at least
an annual basis to the FDA, and written IND safety reports must be submitted to the FDA and investigators for serious and unexpected adverse
events, findings from other studies suggesting a significant risk to humans exposed to the same or similar drugs, findings from animal
or in vitro testing suggesting a significant risk to humans, and any clinically important, increased incidence of a serious adverse reaction
compared to that listed in the protocol or investigator brochure.

 There are also requirements governing the submission
of certain clinical trials and completed trial results to public registries. Sponsors of certain clinical trials of FDA-regulated products
are required to register and disclose specified clinical trial registration and results information, which is made publicly available
at www.clinicaltrials.gov. Failure to properly report clinical trial results can result in civil monetary penalties. Disclosure of clinical
trial results can often be delayed until the new product or new indication being studied has been approved.

 U.S. review and approval process

 The results of product development, preclinical and
other non-clinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests conducted on the
chemistry of the drug, proposed labeling and other relevant information are submitted to the FDA as part of a New Drug Application ("NDA").
The submission of an NDA is subject to the payment of substantial user fees; a waiver of which may be obtained under certain limited circumstances.

 The FDA reviews NDAs to determine, among other things,
whether the product is safe and effective for its intended use and whether it is manufactured in a cGMP-compliant manner, which will assure
and preserve the product's identity, strength, quality and purity. Under the Prescription Drug User Fee Act ("PDUFA"),
the FDA has a goal of ten months from the date of "filing" of a standard, completed NDA for a new molecular entity to review
and act on the submission. This review typically takes twelve months from the date the NDA is submitted to the FDA because the FDA has
approximately two months to make a "filing" decision after the application is submitted. The FDA conducts a preliminary review
of all NDAs within the first sixty days after submission, before accepting them for filing, to determine whether they are sufficiently
complete to permit substantive review. The FDA may request additional information rather than accept an NDA for filing. In this event,
the NDA must be resubmitted with the additional information. The resubmitted application also is subject to review before the FDA accepts
it for filing.

 The FDA may refer an application for a new drug to
an advisory committee. An advisory committee is a panel of independent experts, including clinicians and other scientific experts, that
reviews, evaluates and provides a recommendation as to whether and under what conditions the application should be approved. The FDA is
not bound by the recommendations of such an advisory committee, but it considers advisory committee recommendations carefully when making
decisions.

 Before approving an NDA, the FDA will also inspect
the facility where the product is manufactured. The FDA will not approve an application unless it determines that the manufacturing processes
and facilities are in compliance with cGMP requirements and are adequate to assure consistent production of the product within required
specifications. Before approving an NDA, the FDA may also inspect one or more clinical trial sites to assure compliance with GCP requirements
and inspect the clinical trial records.

 After the FDA evaluates an NDA, it will issue an approval
letter or a Complete Response Letter. A Complete Response Letter indicates that the review cycle of the application is complete, and the
application will not be approved in its present form. A Complete Response Letter usually describes the specific deficiencies in the NDA
identified by the FDA and may require additional clinical data, such as an additional pivotal Phase 3 trial or other significant and time-consuming
requirements related to clinical trials, nonclinical studies or product manufacturing. If a Complete Response Letter is issued, the sponsor
must resubmit the NDA, addressing all of the deficiencies identified in the letter, or withdraw the application. Even if such data and
information are submitted, the FDA may decide that the NDA does not satisfy the criteria for approval. An approval letter authorizes commercial
marketing of the drug with prescribing information for specific indications.

 The Pediatric Research Equity Act ("PREA"),
requires IND sponsors to conduct pediatric clinical trials for most drugs, for a new active ingredient, new indication, new dosage form,
new dosing regimen or new route of administration. Under PREA, original NDAs and supplements must contain a pediatric assessment unless
the sponsor has received a deferral or waiver. The required assessment must evaluate the safety and effectiveness of the product for the
claimed indications in all relevant pediatric subpopulations and support dosing and administration for each pediatric subpopulation for
which the product is safe and effective. The sponsor or the FDA may request a deferral of pediatric clinical trials for some or all of
the pediatric subpopulations. A deferral may be granted for several reasons, including a finding that the drug is ready for approval for
use in adults before pediatric clinical trials are complete or that additional safety or effectiveness data needs to be collected before
the pediatric clinical trials begin. The FDA must send a non-compliance letter to any sponsor that fails to submit the required assessment,
keeps a deferral current or fails to submit a request for approval of a pediatric formulation.

 If a drug receives FDA approval, the approval may
be limited to specific diseases and dosages, which could restrict the commercial value of the product. In addition, the FDA may require
testing and surveillance programs to monitor the safety of approved products which have been commercialized and may require a sponsor
to conduct post-marketing clinical trials (Phase 4 clinical trials), which are designed to further assess a drug's safety and effectiveness
after NDA approval. The FDA may also place other conditions on approval, including a requirement for a risk evaluation and mitigation
strategy ("REMS") to assure the safe use of the drug. If the FDA concludes a REMS is needed, the sponsor of the NDA must submit
a proposed REMS. The FDA will not approve the NDA without an approved REMS, if required. A REMS could include medication guides, physician
communication plans or elements to assure safe use, such as restricted distribution methods, patient registries and other risk minimization
tools. Any of these limitations on approval or marketing could restrict the commercial promotion, distribution, prescribing or dispensing
of products. Marketing approval may be withdrawn for non-compliance with REMS or other regulatory requirements, or if problems occur following
initial marketing.

 Post-approval requirements

 Once an approval is granted, the FDA may withdraw
the approval if compliance with regulatory standards is not maintained or if problems occur after the drug reaches the market. Later discovery
of previously unknown problems with a drug may result in restrictions on the drug or even complete withdrawal of the drug from the market.
After approval, some types of changes to the approved drug, such as adding new indications, certain manufacturing changes and additional
labeling claims, are subject to further FDA review and approval. Manufacturers and other entities involved in the manufacture and distribution
of approved drugs are required to register their establishments with the FDA and certain state agencies and are subject to periodic unannounced
inspections by the FDA and certain state agencies for compliance with cGMP regulations and other laws and regulations.

 Any drug product manufactured or distributed by us
pursuant to FDA approval will be subject to continuing regulation by the FDA, including, among other things, record-keeping requirements,
reporting of adverse experiences with the drug, providing the FDA with updated safety and efficacy information, drug sampling and distribution
requirements, complying with certain electronic records and signature requirements, and complying with FDA promotion and advertising requirements.
FDA strictly regulates labeling, advertising, promotion and other types of information regarding approved drugs that are placed on the
market, and imposes requirements and restrictions on drug manufacturers, such as those related to direct-to-consumer advertising, the
prohibition on promoting products for uses or in patient populations that are not described in the product's approved labeling (known
as "off-label use"), industry-sponsored scientific and educational activities, and promotional activities involving the internet.
Discovery of previously unknown problems or the failure to comply with the applicable regulatory requirements may result in restrictions
on the marketing of a product for a certain indication or withdrawal of the product from the market as well as possible civil or criminal
sanctions. Failure to comply with the applicable governmental requirements at any time during the product development process, approval
process or after approval, may subject an applicant or manufacturer to administrative or judicial civil or criminal sanctions and adverse
publicity. The FDA sanctions could include refusal to approve pending applications, withdrawal of an approval, clinical holds on post-marketing
clinical trials, enforcement letters, import refusals, product recalls, product seizures, total or partial suspension of production or
distribution, injunctions, fines, refusals of government contracts, mandated corrective advertising or communications with doctors, debarment,
restitution, disgorgement of profits, or civil or criminal penalties.

 Expedited development and review programs

 The FDA has a fast track designation program that
is intended to expedite or facilitate the process for reviewing new drug products that meet certain criteria. Specifically, new drugs
are eligible for fast track designation if they are intended to treat a serious or life-threatening disease or condition and demonstrate
the potential to address unmet medical needs for the disease or condition. With regard to a fast track product, the FDA may consider for
review sections of the NDA on a rolling basis before the complete application is submitted, if the sponsor provides a schedule for the
submission of the sections of the NDA, the FDA agrees to accept sections of the NDA and determines that the schedule is acceptable, and
the sponsor pays any required user fees upon submission of the first section of the NDA.

 Any product submitted to the FDA for approval, including
a product with a fast track designation, may also be eligible for other types of FDA programs intended to expedite development and review,
such as priority review and accelerated approval.

 A product is eligible for priority review if it is
intended to treat a serious condition, and if approved, would provide a significant improvement in safety or efficacy compared to currently
marketed products. The FDA will attempt to direct additional resources to the evaluation of an application for a new drug designated for
priority review in an effort to facilitate the review. The FDA endeavors to review applications with priority review designations within
six months of the filing date, as compared to ten months for review of NDAs under its current PDUFA review goals.

 In addition, a product may be eligible for accelerated
approval. Drugs intended to treat serious or life-threatening diseases or conditions may be eligible for accelerated approval upon a determination
that the product has an effect on a surrogate endpoint that is reasonably likely to predict a clinical benefit, or on a clinical endpoint
that can be measured earlier than irreversible morbidity or mortality, that is reasonably likely to predict an effect on irreversible
morbidity or mortality or other clinical benefit, taking into account the severity, rarity, or prevalence of the condition and the availability
or lack of alternative treatments. As a condition of approval, the FDA may require that a sponsor of a drug receiving accelerated approval
perform adequate and well-controlled post-marketing clinical trials. Drugs receiving accelerated approval may be subject to expedited
withdrawal procedures if the sponsor fails to conduct the required post-marketing trials or if such trials fail to verify the predicted
clinical benefit. In addition, the FDA currently requires as a condition for accelerated approval, pre-approval of promotional materials,
which could adversely impact the timing of the commercial launch of the product.

 The Food and Drug Administration Safety and Innovation
Act ("FDASIA") established a category of drugs referred to as "breakthrough therapies" that may be eligible to
receive breakthrough therapy designation. A sponsor may seek FDA designation of a compound as a "breakthrough therapy" if
the product is intended, alone or in combination with one or more other products, to treat a serious or life-threatening disease or condition
and preliminary clinical evidence indicates that the product may demonstrate substantial improvement over existing therapies on one or
more clinically significant endpoints, such as substantial treatment effects observed early in clinical development. The designation includes
all of the fast track program features, as well as more intensive FDA interaction and guidance. The breakthrough therapy designation is
a distinct status from both accelerated approval and priority review, which can also be granted to the same drug if relevant criteria
are met. If a product is designated as breakthrough therapy, the FDA will work to expedite the development and review of such drug.

 Fast track designation, priority review and breakthrough
therapy designation do not change the standards for approval but may expedite the development or approval process. However, even if a
product qualifies for one or more of these programs, the FDA may later decide that the product no longer meets the conditions for qualification
or decide that the time period for FDA review or approval will not be shortened.

 Orphan drug designation

 Under the Orphan Drug Act, the FDA may grant orphan
designation to a drug intended to treat a rare disease or condition, which is a disease or condition that affects fewer than 200,000 individuals
in the United States or, if it affects more than 200,000 individuals in the United States, there is no reasonable expectation that the
cost of developing and making a drug product available in the United States for this type of disease or condition will be recovered from
sales of the product. Orphan designation must be requested before an NDA is submitted. After the FDA grants orphan designation, the identity
of the therapeutic agent and its potential orphan use are publicly disclosed by the FDA. Orphan designation does not convey any advantage
in or shorten the duration of the regulatory review and approval process.

 If a product that has orphan designation subsequently
receives the first FDA approval for the disease or condition for which it has such designation, the product is entitled to orphan product
exclusivity, which means that the FDA may not approve any other applications to market the same drug for the same indication for seven
years, except in limited circumstances, such as a showing of clinical superiority to the product with orphan exclusivity or inability
to manufacture the product in sufficient quantities. The designation of such drug also entitles a party to financial incentives such as
opportunities for grant funding towards clinical trial costs, tax advantages and user-fee waivers. However, competitors may receive approval
of different products for the indication for which the orphan product has exclusivity or obtain approval for the same product but for
a different indication for which the orphan product has exclusivity. Orphan exclusivity also could block the approval of one of our compounds
for seven years if our compound is determined to be contained within the competitor's product for the same indication or disease,
or if a competitor obtains approval of the same drug as defined by the FDA. In addition, if an orphan designated product receives marketing
approval for an indication broader than what is designated, it may not be entitled to orphan exclusivity.

 Abbreviated New Drug Applications, 505(b)(2) Applications,
and Marketing exclusivity

 In seeking approval for a drug through an NDA, applicants
are required to list with the FDA each patent with claims that cover the applicant's drug or an approved method of use of the drug.
Upon approval of a drug, each of the patents listed in the application for the drug is then published in the FDA's Approved Drug
Products with Therapeutic Equivalence Evaluations, commonly known as the "Orange Book." Drugs listed in the Orange Book can,
in turn, be cited by competitors in support of approval of an Abbreviated New Drug Application, or ANDA, or a 505(b)(2) application.
In this case, the original NDA (the so-called pioneer drug) is known as the "listed" drug or "reference-listed"
drug. An ANDA provides for marketing of a drug that has the same active ingredient and the same strength, route of administration and
dosage form as the listed drug and has been shown through testing to be bioequivalent to the listed drug or receives a waiver from bioequivalence
testing. ANDA applicants are generally not required to conduct or submit results of preclinical or clinical tests to prove the safety
or effectiveness of their drug, other than the requirement for bioequivalence testing. Drugs approved in this way are considered therapeutically
equivalent and are commonly referred to as "generic equivalents" to the listed drug. These drugs then generally can be substituted
by pharmacists under prescriptions written for the original listed drug.

 A 505(b)(2) application is a type of NDA that relies,
in part, upon data the applicant does not own and to which it does not have a right of reference. Such applications often are submitted
for changes to previously approved drug products and rely on the FDA's prior findings of safety and effectiveness for a third party's
NDA to abbreviate the showings the sponsor of the 505(b)(2) application must make to establish that its product is safe and effective.

 The ANDA or 505(b)(2) applicant is required to
certify to the FDA concerning any patents listed for the referenced approved drug in FDA's Orange Book. Specifically, for each listed
patent, the applicant must certify that: (1) the required patent information has not been filed; (2) the listed patent has expired;
(3) the listed patent has not expired but will expire on a particular date and approval is sought after patent expiration; or (4) the
listed patent is invalid, unenforceable or will not be infringed by the new drug. A certification that the new drug will not infringe
the already approved drug's listed patents or that such patents are invalid or unenforceable is called a Paragraph IV certification.
If the ANDA or 505(b)(2) applicant does not include a Paragraph IV certification, the ANDA or 505(b)(2) application will not
be approved until all of the listed patents claiming the referenced drug have expired, except for any listed patents that only apply to
uses of the drug not being sought by the ANDA or 505(b)(2) applicant.

 If the ANDA or 505(b)(2) applicant has made a
Paragraph IV certification, the applicant must also send notice of a Paragraph IV Notice Letter to the NDA and patent holders once the
ANDA or 505(b)(2) application has been accepted for filing by the FDA. The NDA and patent holders may then initiate a patent infringement
lawsuit in response to the notice of the Paragraph IV Notice Letter. The filing of a patent infringement lawsuit within 45 days of
the receipt of notice of a Paragraph IV Notice Letter automatically prevents the FDA from approving the ANDA until the earlier of 30 months,
expiration of the patent, settlement of the lawsuit, modification by a court or a decision in the infringement case that is favorable
to the ANDA or 505(b)(2) applicant. As discussed below, the ANDA or 505(b)(2) application also will not be approved until any
applicable non-patent exclusivity listed in the Orange Book for the reference-listed drug has expired.

 Market exclusivity provisions under the FDCA can delay
the submission or approval of certain marketing applications. The FDCA provides a five-year period of non-patent marketing exclusivity
within the United States to the first applicant to obtain approval of an NDA for a new chemical entity. A drug is a new chemical entity
if the FDA has not previously approved any other new drug containing the same active moiety, which is the molecule or ion responsible
for the action of the drug substance. During the exclusivity period, the FDA may not approve or even accept for review an abbreviated
new drug application ("ANDA"), or an NDA submitted under Section 505(b)(2) (a "505(b)(2) NDA"), submitted by another
company for another drug containing the same active moiety, regardless of whether the drug is intended for the same indication as the
original innovative drug or for another indication, where the applicant does not own or have a legal right of reference to all the data
required for approval. However, an application may be submitted after four years if it contains a certification of patent invalidity or
non-infringement to one of the patents listed with the FDA by the innovator NDA holder.

 The FDCA alternatively provides three years of marketing
exclusivity for an NDA, or supplement to an existing NDA, if new clinical investigations, other than bioavailability studies, that were
conducted or sponsored by the applicant are deemed by the FDA to be essential to the approval of the application, as, for example, new
indications, dosages or strengths of an existing drug. This three-year exclusivity covers only the modification for which the drug received
approval on the basis of the new clinical investigations and does not prohibit the FDA from approving ANDAs or 505(b)(2) NDAs for drugs
containing the active ingredient for the original indication or condition of use. Five-year and three-year exclusivity will not delay
the submission or approval of a full NDA. However, an applicant submitting a full NDA would be required to conduct or obtain a right of
reference to all of the preclinical studies and adequate and well-controlled clinical trials necessary to demonstrate safety and effectiveness.

 Pediatric exclusivity is another type of marketing
exclusivity available in the United States. Pediatric exclusivity provides for an additional six months of marketing exclusivity attached
to another period of exclusivity if a sponsor conducts clinical trials in children in response to a written request from the FDA. The
issuance of a written request does not require the sponsor to undertake the described clinical trials. In addition, orphan drug exclusivity,
as described above, may offer a seven-year period of marketing exclusivity, except in certain circumstances.

 United States Patent Term Restoration

 Depending upon the timing, duration and specifics
of FDA approval of our future product candidates, some of our United States patents may be eligible for limited patent term extension
under the Drug Price Competition and Patent Term Restoration Act of 1984, commonly referred to as the Hatch-Waxman Amendments. The Hatch-Waxman
Amendments permit restoration of the patent term of up to five years as compensation for patent term lost during the FDA regulatory review
process for a drug that has not been previously approved for commercial marketing. Patent-term restoration, however, cannot extend the
remaining term of a patent beyond a total of 14 years from the product's approval date and only those claims covering such approved
drug product, a method for using it or a method for manufacturing it may be extended. The patent-term restoration period is generally one-half the
time between the effective date of an IND and the submission date of an NDA plus the time between the submission date of an NDA and the
approval of that application, except that the review period is reduced by any time during which the applicant failed to exercise due diligence.
Only one patent applicable to an approved drug is eligible for the extension and the application for the extension must be submitted prior
to the expiration of the patent. The U.S. Patent and Trademark Office, in consultation with the FDA, reviews and approves the application
for any patent term extension or restoration. In the future, we may apply for restoration of patent-term for our currently owned or licensed
patents to add patent life beyond their current expiration dates, depending on the expected length of the clinical trials and other factors
involved in the filing of the relevant NDA.

 Foreign Regulatory Requirements

 In addition to regulations in the U.S., our business
is subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products. Irrespective
of whether it concerns an FDA approved or investigational drug, the commencement of clinical trials and the subsequent marketing of a
drug product in foreign countries are subject to preliminary approvals from the corresponding regulatory authorities of such countries.
For example, the conduct of clinical trials in the EU is governed by the Clinical Trials Regulation (EU) No 536/2014 (the "CTR")
and the principles and guidelines on GCP.

 Before any clinical trial can begin, the sponsor must
obtain approval from both a national ethics committee and the relevant National Competent Authority (NCA) in each country where the trial
will take place. Since the implementation of the EU Clinical Trials Regulation (Regulation (EU) No. 536/2014), these applications are
submitted through the central Clinical Trials Information System (CTIS), which harmonizes and streamlines trial approvals across Member
States.

 One NCA (the reporting EU member state selected by
the sponsor) takes the lead in validating and evaluating the application, as well as consulting and coordinating with the other concerned
member states in which the clinical trial is to be conducted. If an application is rejected, it may be amended and resubmitted through
CTIS. A concerned member state may in limited circumstances declare an "opt-out" from an approval and prevent the clinical
trial from being conducted in that member state.

 Once sufficient evidence has been gathered to demonstrate
that the medicine is safe and effective, a sponsor prepares a Marketing Authorisation Application (MAA). This application includes comprehensive
information on quality, nonclinical, and clinical aspects, compiled in the Common Technical Document (CTD) format.

 Most innovative medicines — particularly those
for serious or rare diseases or involving novel mechanisms of action — are evaluated through the centralised procedure, which is
administered by the European Medicines Agency (EMA). Under this route, the EMA's Committee for Medicinal Products for Human Use
(CHMP) conducts a scientific assessment of the application. The evaluation process typically takes 210 active days, during which rapporteurs
and co-rapporteurs review the data and issue questions to the sponsor. The sponsor may also be invited to an oral explanation meeting
to clarify aspects of the data or the scientific rationale supporting the application.

 At the conclusion of its review, the CHMP issues an opinion — positive
or negative — on whether the medicine should be authorised. If the CHMP issues a negative opinion, the applicant has the right to
request a re-examination within fifteen days. In this process, new rapporteurs are appointed to reassess the case, often considering additional
analyses, such as updated clinical findings, that may address earlier concerns.

 When the CHMP adopts a positive opinion, the file
is forwarded to the European Commission, which issues the final legally binding decision on marketing authorisation, typically within
67 days. A centrally granted marketing authorisation is valid in all EU Member States, as well as Iceland, Liechtenstein, and Norway.

 After approval, the sponsor enters the post-authorisation
phase, which involves continuous monitoring of the medicine's safety and efficacy through pharmacovigilance activities. Sponsors
must submit periodic safety update reports, comply with Good Pharmacovigilance Practice (GVP) requirements, and may be required to conduct
post-authorisation safety or efficacy studies. The MA can also be varied, renewed, or, in rare cases, withdrawn, depending on emerging
data.

 Failure to comply with the EU member state laws implementing
the EU Community Code on medicinal products, and EU rules governing the promotion of medicinal products, interactions with physicians,
misleading and comparative advertising and unfair commercial practices, with the EU Member State laws that apply to the promotion of medicinal
products, statutory health insurance, bribery and anti-corruption or with other applicable regulatory requirements can result in enforcement
action by the relevant EU Member State authorities. This may include any of the following sanctions: fines, imprisonment, orders forfeiting
products or prohibiting or suspending their supply to the market, orders to suspend, vary, or withdraw the marketing authorization or
requiring the manufacturer to issue public warnings, or to conduct a product recall.

 The approval process in other countries outside the
U.S. and the EU varies from country to country, and the time may be longer or shorter than that required for the FDA approval. In addition,
the requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement for market access vary greatly
from country to country. In all cases, clinical trials are conducted in accordance with GCP and the applicable regulatory requirements
and the ethical principles that have their origin in the Declaration of Helsinki.

 Foreign Sales

 Sales outside the United States of potential drug
compounds we develop will also be subject to foreign regulatory requirements governing human clinical trials and marketing for drugs.
The requirements vary widely from country to country, but typically the registration and approval process takes several years and requires
significant resources. In most cases, if the FDA has not approved a potential drug compound for sale in the United States, the potential
drug compound may be exported for sale outside of the United States, only if it has been approved in any one of the following: the European
Union or a country in the European Economic Area (the countries in the European Union and the European Free Trade Association) if the
drug or device is marketed in that country or the drug or device is authorized for general marketing in the European Economic Area, Canada,
Australia, New Zealand, Japan, Israel, Switzerland and South Africa. There are specific FDA regulations that govern this process.

 U.S. coverage and reimbursement

 Significant uncertainty exists as to the coverage
and reimbursement status of any compound for which we may seek regulatory approval. Sales in the United States will depend in part on
the availability of sufficient coverage and adequate reimbursement from third-party payors, which include government health programs such
as Medicare, Medicaid, CHIP, TRICARE and the Veterans Administration, as well as managed care organizations and private health insurers.
Prices at which we or our customers seek reimbursement for our therapeutic compounds can be subject to challenge, reduction or denial
by payors.

 The process for determining whether a payor will provide
coverage for a product is typically separate from the process for setting the reimbursement rate that the payor will pay for the product.
A payor's decision to provide coverage for a product does not imply that an adequate reimbursement rate will be available. Additionally,
in the United States there is no uniform policy among payors for coverage or reimbursement. Third-party payors often rely upon Medicare
coverage policy and payment limitations in setting their own coverage and reimbursement policies, but also have their own methods and
approval processes. Therefore, coverage and reimbursement for products can differ significantly from payor to payor. If coverage and adequate
reimbursement are not available, or are available only at limited levels, successful commercialization of, and obtaining a satisfactory
financial return on, any product we develop may not be possible.

 Third-party payors are increasingly challenging the
price and examining the medical necessity and cost-effectiveness of medical products and services, in addition to their safety and efficacy.
In order to obtain coverage and reimbursement for any product that might be approved for marketing, we may need to conduct expensive studies
in order to demonstrate the medical necessity and cost-effectiveness of any products, which would be in addition to the costs expended
to obtain regulatory approvals. Third-party payors may not consider our compounds to be medically necessary or cost-effective compared
to other available therapies, or the rebate percentages required to secure favorable coverage may not yield an adequate margin over cost
or may not enable us to maintain price levels sufficient to realize an appropriate return on our investment in drug development. Additionally,
we or our collaborators may develop companion diagnostic tests for use with our product candidates. Companion diagnostic tests require
coverage and reimbursement separate and apart from the coverage and reimbursement for their companion pharmaceutical or biological products.
Similar challenges to obtaining coverage and reimbursement, applicable to pharmaceutical or biological products, will apply to companion
diagnostics.

 Fraud and Abuse Laws

 Federal and state health care laws and regulations
restrict business practices in the biopharmaceutical industry. In the biopharmaceutical industry, there are a number of federal and state
health care regulatory requirements that apply to entities, including, but not limited to, the federal and state fraud and abuse laws.
These laws include, but are not limited to, anti-kickback and self-referral law, civil false claims act law, criminal false statement
law, civil monetary penalty laws, exclusion law, and other civil, criminal, and administrative laws. Health care laws, regulations, and
guidance continuously evolve and are thereby subject to constant change.

 The federal Anti-Kickback Statute, 42 U.S.C. §
1320a-7b(b), among other things, prohibits the knowing and willful offer, payment, solicitation or receipt of any form of remuneration,
whether directly or indirectly and overtly or covertly in cash or in kind, in return for, or to induce the referral of an individual for
the:

 furnishing or arranging for the furnishing of items or services reimbursable in whole or in part under Medicare, Medicaid or other federal healthcare programs; or

 purchase, lease, or order of, or the arrangement or recommendation of the purchasing, leasing, or ordering of any item or service reimbursable in whole or in part under Medicare, Medicaid or other federal healthcare programs.

 There are a number of narrow safe harbors to the Federal
Anti-Kickback Statute. Such safe harbors permit certain payments and business practices that, although they would otherwise potentially
implicate the Federal Anti-Kickback Statute, are not treated as an offense under the same if all of the requirements of the specific applicable
safe harbor are met. Actual knowledge of the statute or specific intent to violate it is not required in order for a person or entity
to have committed a violation.

 The Federal Anti-Kickback Statute applies to certain
arrangements with healthcare providers, product end users and other parties, including marketing arrangements and discounts and other
financial incentives offered in connection with the sales of our products. Regulatory authorities may determine that certain marketing,
pricing, or other activities violate the Federal Anti-Kickback Statute or other applicable laws. Noncompliance with the Federal Anti-Kickback
Statute can result in civil, administrative and/or criminal penalties, restrictions on the ability to operate in certain jurisdictions,
and exclusion from participation in Medicare, Medicaid or other federal healthcare programs. In addition, non-compliance can result in
the need to curtail and/or restructure operations. Any penalties, damages, fines, exclusions, curtailment or restructuring of operations
could adversely affect the ability to operate a business, financial condition, and results of operations. A violation of the Federal Anti-Kickback
Statute can serve as a false or fraudulent claim for purposes of the civil False Claims Act and the civil monetary penalties statute.

 The federal Health Insurance Portability and Accountability
Act of 1996 ("HIPAA") among other things, enacted numerous provisions that prohibit knowingly and willfully executing, or
attempting to execute, a scheme or artifice to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses,
representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program,
regardless of the payor (e.g., public or private), willfully obstructing a criminal investigation of a healthcare offense, and knowingly
and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false, fictitious
or fraudulent statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare
matters. These provisions include 18 U.S.C. §§ 286, 287, 669, 1035, 1347, and 1518, all as described further below.

 The Ethics in Patient Referrals Act, commonly known
as the "Stark Law," 42 U.S.C. § 1395nn, prohibits a physician from making referrals for certain "designated health
services" payable by Medicare to an entity in which the physician or an immediate family member of such physician has an ownership
or investment interest or with which the physician has entered into a compensation arrangement, unless a statutory exception applies.
There are a number of exceptions to the Stark Law. Such exceptions permit certain payments and arrangements that, although they would
otherwise potentially implicate the Stark Law, are not treated as a violation under the same if the requirements of the specific exceptions
are met. Violation of the Stark Law could result in denial of payment, disgorgement of reimbursements received under a noncompliance arrangement,
civil penalties, damages and exclusion from Medicare or other governmental programs. These requirements are highly technical and there
can be no guarantee that regulatory authorities will not determine or assert that arrangements are in violation of the Stark Law and do
not otherwise meet applicable Stark Law exceptions.

 The federal false statements statute, 42 U.S.C. §
1320a-7b(a), prohibits knowingly and willfully falsifying, concealing, or omitting a material fact or making any materially false statement
in connection with the delivery of health care benefits, items, or services. Similarly, 18 U.S.C. § 1035 prohibits a person or entity,
in any matter involving a health care benefit program, from knowingly or willfully falsifying, concealing, or covering up by any trick,
scheme, or device a material fact; making any materially false, fictitious, or fraudulent statements or representations; or making or
using any materially false writing or document knowing the same to contain any materially false, fictitious, or fraudulent statement or
entry. In addition to criminal penalties, violation of these statutes may result in collateral administrative sanctions, including exclusion
from participation in Medicare, Medicaid and other federal health care programs.

 18 U.S.C. § 669 prohibits knowingly and willfully
embezzling, stealing, or otherwise without authority converting to the use of any person or entity other than the rightful owner, or intentionally
misapplying any of the moneys, funds, securities, premiums, credits, property, or other assets of a health care benefit program. In addition
to criminal penalties, violation of this statute may result in collateral administrative sanctions, including exclusion from participation
in Medicare, Medicaid and other federal health care programs.

 The criminal health care fraud statute, 18 U.S.C.
§ 1347, establishes criminal liability for whoever knowingly and willfully executes, or attempts to execute, a scheme or artifice
to defraud any health care benefit program, or to obtain, by means of false or fraudulent pretenses, representations, or promises, any
of the money or property owned by, or under the custody or control of, any health care benefit program, in connection with the delivery
of or payment for health care benefits, items, or services. In addition to criminal penalties, violation of this statute may result in
collateral administrative sanctions, including exclusion from participation in Medicare, Medicaid and other federal health care programs.
A person or entity need not have actual knowledge of this law or specific intent to commit a violation of this law.

 18 U.S.C. § 1518 establishes criminal liability
for whoever willfully prevents, obstructs, misleads, delays or attempts to prevent, obstruct, mislead, or delay the communication of information
or records relating to a violation of a Federal health care offense to a criminal investigator. In addition to criminal penalties, violation
of this statute may result in collateral administrative sanctions, including exclusion from participation in Medicare, Medicaid and other
federal health care programs.

 18 U.S.C. § 286 establishes criminal liability
for whoever enters into any agreement, combination, or conspiracy to defraud the United States, or any department or agency thereof, by
obtaining or aiding to obtain the payment or allowance of any false, fictitious or fraudulent claim. In addition to criminal penalties,
violation of this statute may result in collateral administrative sanctions, including exclusion from participation in Medicare, Medicaid
and other federal health care programs.

 18 U.S.C. § 287 establishes criminal liability
for whoever knowingly makes or presents a false, fictitious or fraudulent claim to the United States Government, including any department
or agency thereof. In addition to criminal penalties, violation of this statute may result in collateral administrative sanctions, including
exclusion from participation in Medicare, Medicaid and other federal health care programs.

 The Federal False Claims Act, 31 U.S.C. § 3729,
et seq., provides, in part, that the federal government—or a private party on behalf of the government—may bring a lawsuit
against any person whom it believes has knowingly presented, or caused to be presented, a false or fraudulent claim for payment, or who
has made a false statement or used a false record to get a claim paid or to avoid, decrease or conceal an obligation to pay money to the
federal government or who has knowingly retained an overpayment. Knowledge under the Federal False Claims Act means actual knowledge,
deliberate indifference, or reckless disregard. In addition, amendments in 1986 to the Federal False Claims Act have made it easier for
private parties to bring whistleblower lawsuits against companies.

 The civil monetary penalties law, 42 U.S.C. §
1320a-7a, provides, in part, that the federal government may seek civil monetary penalties against any person who presents or causes to
be presented claims to a Federal health care program that the person knows or should know is for an item or services that were not provided
as claimed or is false or fraudulent, or the person has made a false statement or used a false record to get a claim paid. The federal
government may also seek civil monetary penalties for a wide variety of other conduct, including offering remuneration to influence a
Medicare or Medicaid beneficiary's selection of providers and violations of the Federal Anti-Kickback Statute.

 Violations of the Federal False Claims Act and/or
the Civil Monetary Penalties Law can result in penalties ranging from $12,537 to $25,076 for each false claim violation of the Federal
False Claims Act and varying amounts based on the type of violation of the Civil Monetary Penalties Law, plus up to three times the amount
of damages that the federal government sustained. In addition, the federal government may also seek exclusion from participation in all
federal health care programs.

 42 U.S.C. Section 1320a-7 provides that individuals
and entities can be mandatorily or permissively excluded from participation in federal health care programs. The grounds for mandatory
exclusion include, but are not limited to, conviction for a criminal offense related to the delivery of an item or service reimbursed
under a federal or state health care program, and a conviction related to health care fraud. The grounds for permissive exclusion include,
but are not limited to, criminal offenses relating to fraud inside and outside of health care, convictions related to obstruction of an
investigation or audit, and/or failure to disclose certain required information. Exclusion from federal health care programs—whether
mandatory or permissive—may mean that our customers may not be able to get reimbursed by federal and/or state health care programs
for use or dispensing of our products.

 State Fraud and Abuse Provisions

 Many states have also adopted some form of anti-kickback
and anti-referral laws and false claims acts and civil monetary penalties and other fraud and abuse provisions that apply regardless of
payer, in addition to items and services reimbursed under Medicaid and other state programs. A determination of liability under such laws
could result in fines, penalties, and exclusion, as well as restrictions on the ability to operate in these jurisdictions.

 Corporate liability can be present as a result of
the illegal activities of employees, representatives, contractors, collaborators, agents, subsidiaries, or affiliates, even if they were
not explicitly authorized. There can be no assurance that all employees, representatives, contractors, collaborators, agents, subsidiaries
or affiliates will comply with the foregoing laws at all times. Violation of the aforementioned and other laws could result in whistleblower
complaints, investigations, sanctions, settlements, prosecution, government oversight and reporting, other enforcement actions, disgorgement
of profits, significant fines, damages, other civil and criminal penalties or injunctions or other administrative remedies, suspension
and/or debarment from contracting with certain governments or other persons, the loss of privileges, reputational harm, contract damages,
adverse media coverage and other collateral consequences. In addition, corporate directors, officers, employees, and other representatives
who engage in violations of these and other laws may face imprisonment, fines, and penalties. If any subpoenas or investigations are launched,
or governmental or other sanctions are imposed, or if a company does not prevail in any possible civil or criminal litigation, business,
financial condition, and results of operations could be materially harmed. In addition, responding to any action will likely result in
a materially significant diversion of management's attention and resources and significant defense costs and other professional
fees. Enforcement actions and sanctions could further harm business, financial condition, and results of operations. Any of the consequences
contained in this paragraph and section could adversely affect the ability to operate the business, financial condition, and the results
of operations.

 Sunshine Act

 The Sunshine Act requires manufacturers of products
reimbursed by Medicare, Medicaid or the Children's Health Insurance Program ("CHIP") to collect and annually report
detailed data to the Centers for Medicare and Medicaid Services ("CMS") regarding payments or other transfers of value to
physicians, certain other health care providers (such as physicians assistants and nurse practitioners) and teaching hospitals ("covered
recipients"), as well as any ownership or investment interest held by physicians and their immediate family members. The reporting
data must be accompanied by an attestation as to the accuracy of the data and failure to timely and accurately submit required information
may result in civil monetary penalties.

 Health Insurance Portability and Accountability
Act

 Besides enacting the program integrity provisions
described above, HIPAA, also created a new set of privacy and security requirements. As amended by the Health Information Technology for
Economic and Clinical Health Act, and implementing regulations thereunder, HIPAA requires certain healthcare providers, health plans and
healthcare clearinghouses who conduct specified electronic healthcare transactions ("covered entities"), as well as their
independent contractors and agents who conduct certain activities involving protected health information on their behalf ("business
associates") to comply with enumerated requirements relating to the privacy, security and transmission of protected health information.
Failure to comply with HIPAA can result in corrective action, as well as civil fines and penalties and government oversight. Among other
changes, HITECH made HIPAA security standards directly applicable to business associates, increased the tiered civil and criminal fines
and penalties that may be imposed against covered entities, business associates and possibly other persons, and gave state attorneys general
new authority to file actions to enforce HIPAA. Further, the breach notification rule implemented under HITECH requires covered entities
to notify affected individuals, the U.S. Department of Health and Human Services Office of Civil Rights ("OCR"), the agency
that enforces HIPAA, and for breaches affecting more than 500 individuals, the media, of any breaches of unsecured protected health information.
HIPAA does not create a private right of action for individuals, though individuals may submit complaints related to HIPAA to OCR.

 Legislative Activities Aimed at Controlling Drug
Costs

 In the United States, there have been, and continue
to be proposed and enacted legislation at the federal and state levels designed to, among other things, bring more transparency to drug
pricing, review the relationship between pricing and manufacturer patient programs, reduce the cost of drugs under Medicare, and reform
government program reimbursement methodologies for drugs. For example, in July 2021, the Biden administration released an executive order,
"Promoting Competition in the American Economy," with multiple provisions aimed at prescription drugs. In response to Biden's
executive order, on September 9, 2021, the U.S. Department of Health and Human Services ("HHS") released a Comprehensive Plan
for Addressing High Drug Prices that outlines principles for drug pricing reform and sets out a variety of potential legislative policies
that Congress could pursue as well as potential administrative actions HHS can take to advance these principles. In addition, the Inflation
Reduction Act ("IRA") passed on August 16, 2022. The IRA, among other things, (1) directs HHS to negotiate the price of certain
highly-utilized single-source drugs and biologics covered under Medicare and (2) imposes rebates under Medicare Part B and Medicare Part
D to penalize price increases that outpace inflation. These provisions will take effect progressively starting in fiscal year 2023, although
they may be subject to legal challenges. It is currently unclear how the IRA will be implemented but is likely to have a significant impact
on the pharmaceutical industry. Further, the Biden administration released an additional executive order on October 14, 2022, directing
HHS to submit a report within 90 days on how the Center for Medicare and Medicaid Innovation can be further leveraged to test new models
for lowering drug costs for Medicare and Medicaid beneficiaries. We expect that additional U.S. federal healthcare reform measures will
be adopted in the future, any of which could limit the amounts that the U.S. federal government will pay for healthcare products and services,
which could result in reduced demand for our product candidates or additional pricing pressures.

 Research and Development Expenses

 Historically, a significant portion of our operating
expenses related to research and development. See our Consolidated Financial Statements contained elsewhere in this Annual Report for
costs and expenses related to research and development, and other financial information for fiscal years 2025, 2024 and 2023.

 Scientific Advisors

 We are advised by scientists and physicians with experience
relevant to our Company and our product candidates. Our scientific advisors include clinicians and scientists who are affiliated with
a number of highly regarded medical institutions.

 Employees

 We currently have approximately thirty-four full-time
employees, and we retain several independent contractors on a regular or as-needed basis. We believe that we have good relations with
our employees.

 Available Information

 Our internet website address is www.anavex.com. Our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished
pursuant to section 13(a) or 15(d) of the Exchange Act are available there free of charge. We include our website address in this report
only as an inactive textual reference and do not intend it to be an active link to our website. The contents of our website are not incorporated
into this report.

 ITEM 1A. RISK FACTORS

 Risk Factor Summary

 The following is a summary of the risks and uncertainties
that could cause our business, financial condition or operating results to be harmed. We encourage you to carefully review the full risk
factors contained in this report in their entirety for additional information regarding these risks and uncertainties.

 Our history of losses and no revenue raises a risk regarding our ability to continue as a going concern
in the future;

 We have a very limited relevant operating history upon which an evaluation of our performance and prospects
can be made;

 Our research and development plans will require substantial additional future funding;

 We may be unable to raise additional capital when needed, which would force us to delay, reduce or eliminate
our research and development activities;

 The marketing approval process is burdensome and may not be successful;

 If we or any companion diagnostic collaborator of ours are unable to timely develop and obtain regulatory
approval for companion diagnostic tests for our drug candidates, we may not realize the commercial potential of our drug candidates;

 The regulatory approval processes of the FDA, EMA and comparable foreign regulatory authorities are lengthy,
time-consuming and inherently unpredictable, which could lead to our inability to generate product revenue;

 Regulatory authorities may not accept data from our trials conducted outside the United States;

 Fast Track designation or breakthrough therapy designation that we have received or may seek out may not
actually lead to a faster FDA review and approval process;

 We may be unable to maintain any benefits associated with orphan drug designation, including market exclusivity;

 We may fail to demonstrate efficacy in our non-clinical studies and clinical trials;

 If a particular product candidate causes undesirable side effects, then we may be unable to receive regulatory
approval of or commercialize such product candidate;

 Treatment of neurodegenerative and central nervous system, or CNS, disorders, is a field that has seen
very limited success in product development;

 The use of any of our products in clinical trials may expose us to liability claims, causing our business
to suffer;

 We are highly dependent on our key personnel and if we are not successful in attracting and retaining
highly qualified personnel, we may not be able to successfully implement our business strategy;

 If we do not obtain the support of qualified scientific collaborators, our revenue, growth and profitability
will likely be limited, which would have a material adverse effect on our business;

 We may not be able to develop, market or generate sales of our products to the extent anticipated;

 Our technologies and future products may be rendered undesirable or obsolete if our competitors succeed
in developing products and technologies faster or that are more effective or with a better profile than our own, or if scientific developments
change our understanding of the potential scope and utility of our potential products;

 Our reliance on third parties may result in delays in completing, or a failure to complete, non-clinical
testing or clinical trials if they fail to perform under our agreements with them or non-compliance with regulations;

 If we fail to compete with respect to partnering, licensing, mergers, acquisitions, joint venture and
other collaboration opportunities, our ability to research and develop our potential drug compounds may be limited;

 Our business could be affected by litigation, government investigations and enforcement actions;

 Loss of access to Australian government research and development income tax incentive refunds could have
a negative effect on our future cash flows and the funding of future research and development projects;

 Our ability to use our net operating loss carryforwards and tax credit carryforwards may be subject to
limitation;

 Healthcare laws and regulations could expose us to criminal sanctions, civil and administrative penalties,
contractual damages, reputational harm and diminished profits and future earnings, among other penalties;

 Failure to obtain or maintain adequate coverage and reimbursement for our product candidates, if approved,
could limit our ability to market those products and decrease our ability to generate product revenue;

 Issuing additional shares of common stock will result in the dilution of our existing stockholders and
may cause our stock price to fall;

 Our stock price has been volatile at times in the past and may be volatile in the future and our common
stock may become the target of a "short squeeze";

 If we are unable to obtain and maintain sufficient intellectual property protection for our product candidates,
our competitors could develop and commercialize product candidates similar or identical to ours, and our ability to successfully commercialize
our product candidates may be impaired;

 Intellectual property infringement claims may adversely affect our development and commercialization efforts;

 We may be subject to claims that our employees, consultants or independent contractors have wrongfully
used or disclosed confidential information of third parties;

 We may become involved in lawsuits to protect or enforce our patents or other intellectual property;

 Obtaining and maintaining our patent protection depends on compliance with various requirements imposed
by governmental patent agencies. Changes in patent law could impair our ability to protect our product candidates; and

 We may fail to protect our intellectual property rights or the confidentiality of our trade secrets.

 In addition to other information in this Annual Report
on Form 10-K, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant
impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual
results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently
known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial
condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in
an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

 Risks Related to our Company

 We have had a history of losses and no revenue,
which raises a risk regarding our ability to continue as a going concern in the future.

 Since inception through September 30, 2025, we have
accumulated a deficit of approximately $382 million. We can offer no assurance that we will ever operate profitably or that we will generate
positive cash flow in the future. To date, we have not generated any revenues from our operations. Our history of losses and no revenues
creates a greater risk of our continued ability to continue as a going concern in the future. As a result, our management expects the
business to continue to experience negative cash flows for the foreseeable future and cannot predict when, if ever, our business might
become profitable. We will need to raise additional funds, and such funds may not be available on commercially acceptable terms, if at
all. If we are unable to raise funds on acceptable terms, we may not be able to execute our business plan, take advantage of future opportunities,
or respond to competitive pressures or unanticipated requirements. This may seriously harm our business, financial condition and results
of operations.

 We are a clinical stage pharmaceutical research
and development company and may never be able to successfully develop marketable products or generate any revenue. We have a very limited
relevant operating history upon which an evaluation of our future performance and prospects can be made. There is no assurance that our
future operations will result in profits. If we cannot generate sufficient revenues, we may suspend or cease operations.

 We are a clinical stage company and have not generated
any revenues to date. Moreover, we cannot be certain that our research and development efforts will be successful or, if successful, that
our potential drug compounds will ever be approved for sale to pharmaceutical companies or generate commercial revenues. We have a very
limited relevant operating history upon which an evaluation of our performance and prospects can be made. We are subject to all of the
business risks associated with a pre-revenue company, including, but not limited to, risks of unforeseen capital requirements, failure
of potential drug compounds either in non-clinical testing or in clinical trials, failure to establish business relationships and competitive
disadvantages against larger and more established companies. If we fail to become profitable, we may suspend or cease operations.

 We may be unable to raise additional capital
when needed, which would force us to delay, reduce or eliminate our research and development activities.

 To date, we have funded our operations primarily through issuances of shares
at-the-market sales agreements pursuant to which we offer and sell shares of common stock registered under an effective registration statement
from time to time through a sales agent and, historically, also through a Purchase Agreement with Lincoln Park Capital Fund, LLC ("Lincoln
Park") pursuant to which the Company could direct Lincoln Park to purchase shares of common stock registered under an effective
registration. The Company will need to file a prospectus supplement in order to access funds under the 2023 Purchase Agreement and the
2023 Purchase Agreement will expire on February 3, 2026.

 We will need to raise additional funding, and the
current economic conditions may have a negative impact on our ability to raise additional needed capital on terms that are favorable to
our Company or at all. We may not be able to generate significant revenues for several years, if at all. Until we can generate significant
revenues, if ever, we expect to satisfy our future cash needs through equity or convertible debt financing. We cannot be certain that
additional funding will be available on acceptable terms, or at all. If adequate funds are not available, we may be required to delay,
reduce the scope of, or eliminate one or more of our research and development activities.

 A decline in the price of our common stock could
affect our ability to raise further working capital and adversely impact our operations and would severely dilute existing or future investors
if we were to raise funds at lower prices.

 A prolonged decline in the price of our common stock
could result in a reduction in our ability to raise capital. Because our operations have been financed through the sale of equity securities,
a decline in the price of our common stock could be especially detrimental to our continued operations. Any reduction in our ability to
raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect
on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock
price declines, we may be forced to sell equity securities at such lower prices resulting in significant dilution to existing investors.
We believe the following factors could cause the market price of our common stock to continue to fluctuate widely and could cause our
common stock to trade lower:

 actual or anticipated variations in our quarterly operating results;

 announcements of new services, products, acquisitions or strategic relationships by us or our competitors;

 the outcome of our clinical trials, which are inherently
 unpredictable;

 changes in accounting treatments or principles;

 changes in earnings estimates by securities analysts and in analyst recommendations; and

 general political, economic, regulatory and market conditions.

 The market price for our common stock may also be
affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor,
could materially adversely affect the market price of our common stock.

 Risks Related to the Discovery and Development
of Our Current and Future Product Candidates

 The marketing approval process for pharmaceutical
products is a lengthy, complex and highly regulated process and we cannot predict the outcome of any interactions with the regulatory
authorities or when we will receive marketing approval, if at all.

 The regulatory approval processes of the EMA, the FDA, and other comparable
foreign authorities are lengthy, time-consuming and inherently unpredictable, and the approval process can vary significantly depending
on the regulatory authority. Relevant health authorities may, at the time of the filing of the application for a marketing authorization,
or later during their review, impose requirements that can evolve over time, including requiring additional clinical trials, and such
authorities may delay or refuse to grant approval. On November 14, 2025, we announced that the CHMP of the EMA has rendered a negative
trend vote following an oral explanation of our MAA. The CHMP is expected to adopt a formal opinion on the MAA at its December meeting.
We plan to seek a re-examination of the MAA upon its formal adoption. However, we cannot predict the outcome of any interactions with
the regulatory authorities and when we will receive a marketing approval, if at all.

 In recent years, health authorities have become increasingly
focused on product safety and on the risk/benefit profile of pharmaceutical products, which could lead to more burdensome and costly approval
processes and negatively affect our ability to obtain regulatory approval for products under development. For example, the FDA and the
EMA have been implementing strict requirements for approval, particularly in terms of the volume of data needed to demonstrate a product's
efficacy and safety.

 Obtaining and maintaining regulatory approval
of blarcamesine or any future product candidates in one jurisdiction does not mean that we will be successful in obtaining regulatory
approval of those product candidates in other jurisdictions.

 Obtaining and maintaining regulatory approval of blarcamesine
and any future product candidates in one jurisdiction does not guarantee that we will be able to obtain or maintain regulatory approval
in any other jurisdiction, while a failure or delay in obtaining regulatory approval in one jurisdiction may have a negative effect on
the regulatory approval process in others. Approval procedures vary among jurisdictions and can involve requirements and administrative
review periods different from each other, including additional preclinical studies or clinical trials, as clinical trials conducted in
one jurisdiction may not be accepted by regulatory authorities in other jurisdictions. In many jurisdictions outside the U.S., including
Canada, and certain jurisdictions in the EU, a product candidate must be approved for reimbursement before it can be approved for sale
in that jurisdiction. In some cases, the price that we intend to charge for our products is also subject to approval.

 Regulatory authorities in jurisdictions outside of
the U.S. have requirements for approval of product candidates with which we must comply prior to marketing in those jurisdictions and
such regulatory requirements can vary widely from country to country. Obtaining other regulatory approvals and compliance with other regulatory
requirements could result in significant delays, difficulties and costs for us and could require additional preclinical studies or clinical
trials, which could be costly and time-consuming and could delay or prevent the introduction of our products in certain countries. The
foreign regulatory approval process involves all of the risks associated with FDA approval. We do not have experience in obtaining regulatory
approval in international markets or within the United States. If we fail to comply with the regulatory requirements in international
or domestic markets and/or obtain and maintain applicable marketing approvals, our target market will be reduced and our ability to realize
the full market potential of blarcamesine or any future product candidates will be harmed.

 Even if we are able to develop our potential
drug compounds, we may not be able to receive regulatory approval, or if approved, we may not be able to generate significant revenues
or successfully commercialize our products, which will adversely affect our financial results and financial condition and we will have
to delay or terminate some or all of our research and development plans which may force us to cease operations.

 All of our potential drug compounds are exclusively
focused on SIGMAR1 which has not previously been the subject of any approved drug products and will require extensive additional research
and development, including non-clinical testing and clinical trials, as well as regulatory approvals, before we can market them. In particular,
human therapeutic products are subject to rigorous non-clinical and clinical testing and other approval procedures of the FDA and similar
regulatory authorities in other countries. Various federal statutes and regulations also govern or influence testing, manufacturing, safety,
labeling, storage, and record-keeping related to such products and their marketing. We cannot predict if or when any of the potential
drug compounds we intend to develop will be approved for marketing. There are many reasons that we may fail in our efforts to develop
our potential drug compounds. These include:

 the possibility that non-clinical testing or clinical trials may show that our potential drug compounds are ineffective and/or cause harmful side effects;

 regulators may not authorize us to commence or continue a clinical trial or may impose a clinical hold or may limit the conduct of a clinical trial through the imposition of a clinical hold;

 the number of patients required for clinical trials for our drug candidates may be larger than we anticipate, enrollment in these clinical trials may be slower than we anticipate, participants may drop out of these clinical trials at a higher rate than we anticipate or the duration of these clinical trials may be longer than we anticipate;

 our third-party contractors, including investigators, may fail to meet their contractual obligations to us in a timely manner, or at all, or may fail to comply with regulatory requirements;

 our potential drug compounds may prove to be too expensive to manufacture or administer to patients;

 our potential drug compounds may fail to receive necessary regulatory approvals from the United States Food and Drug Administration or foreign regulatory authorities in a timely manner, or at all;

 even if our potential drug compounds are approved, we may not be able to produce them in commercial quantities or at reasonable costs;

 even if our potential drug compounds are approved, they may not achieve commercial acceptance;

 regulatory or governmental authorities may apply restrictions to any of our potential drug compounds, which could adversely affect their commercial success; and

 the proprietary rights of other parties may prevent us or our potential collaborative partners from marketing our potential drug compounds.

 If we fail to develop our potential drug compounds,
our financial results and financial condition will be adversely affected, we will have to delay or terminate some or all of our research
and development plans and may be forced to cease operations.

 Our research and development plans will require
substantial additional future funding which could impact our operations and financial condition.

 It may take several years before we can develop potentially
marketable products, if at all. Our research and development plans will require substantial additional capital, arising from costs to:

 conduct research, non-clinical testing and human clinical trials;

 establish pilot scale and commercial scale manufacturing processes and facilities; and

 establish and develop quality control, regulatory, marketing, sales, finance and administrative capabilities to support these programs.

 Our future operating and capital needs will depend
on many factors, including:

 the pace of scientific progress in our research and development programs and the magnitude of these programs;

 the scope and results of pre-clinical testing and human clinical trials;

 the time and costs involved in obtaining regulatory approvals;

 the time and costs involved in preparing, filing, prosecuting, securing, maintaining and enforcing patents;

 competing technological and market developments;

 our ability to establish additional collaborations;

 changes in our existing collaborations;

 the cost of manufacturing scale-up; and

 the effectiveness of our commercialization activities.

 We base our outlook regarding the need for funds on
many uncertain variables. Such uncertainties include the success of our research initiatives, regulatory approvals, the timing of events
outside our direct control such as negotiations with potential strategic partners and other factors. Any of these uncertain events can
significantly change our cash requirements as they may involve one-time events such as the receipt or payment of major milestones and
other payments.

 Additional funds will be required to support our operations,
including commercialization of our product candidates, and if we are unable to obtain them on favorable terms, we may be required to cease
or reduce certain further research and development and commercialization programs of our drug product platform, sell some or all our intellectual
property, merge with another entity or scale back operations.

 If we or any companion diagnostic collaborator
of ours are unable to successfully develop and obtain regulatory approval for companion diagnostic tests for our drug candidates, or experience
significant delays in doing so, we may not realize the commercial potential of our drug candidates.

 We analyze genomic data from clinical trials to identify
biomarkers, which we use in the analysis of our clinical trials.

 Identification of these patients will require the
use and development of companion diagnostics. According to the FDA's 2014 guidance document on In Vitro Companion Diagnostic Devices,
for novel therapeutic products that depend on the use of a diagnostic test and where the diagnostic device could be essential for the
safe and effective use of the corresponding therapeutic product, the premarket application for the companion diagnostic device should
be developed and approved or cleared contemporaneously with the therapeutic.

 We do not have experience or capabilities in developing
or commercializing diagnostics. It may be necessary to resolve issues such as selectivity/specificity, analytical validation, reproducibility,
or clinical validation of companion diagnostics during the development and regulatory approval processes. Moreover, even if data from
preclinical studies and early clinical trials appear to support development of a companion diagnostic for a drug candidate, data generated
in later clinical trials may fail to support the analytical and clinical validation of the companion diagnostic. We and our future collaborators
may encounter difficulties in developing, obtaining regulatory approval for, manufacturing and commercializing companion diagnostics similar
to those we face with respect to our drug candidates, including issues with achieving regulatory clearance or approval, production of
sufficient quantities at commercial scale and with appropriate quality standards, and in gaining market acceptance. If we are unable to
successfully develop companion diagnostics for our drug candidates, or experience delays in doing so, the development of these drug candidates
may be adversely affected, these drug candidates may not obtain marketing approval, and we may not realize the full commercial potential
of any of these therapeutics that have or may obtain marketing approval. We may not be able to enter into arrangements with another diagnostic
company to develop and obtain regulatory approval for an alternative diagnostic test for use in connection with the development and commercialization
of our drug candidates or do so on commercially reasonable terms, which could adversely affect and/or delay the development or commercialization
of our therapeutic candidates or therapeutics.

 Companion diagnostics are subject to regulation by
the FDA, EMA and comparable foreign regulatory authorities as medical devices and will likely require separate regulatory approval prior
to commercialization. If we or third parties are unable to successfully develop companion diagnostics for our drug candidates, or experience
delays in doing so:

 the development of these drug candidates may be delayed because it may be difficult to identify patients for enrollment in our clinical trials in a timely manner;

 these drug candidates may not receive marketing approval if their safe and effective use depends on a companion diagnostic; and

 we may not realize the full commercial potential of these drug candidates that receive marketing approval if, among other reasons, we are unable to appropriately identify patients targeted by these drug candidates.

 Even if our drug candidates and any associated companion
diagnostics are approved for marketing, the need for companion diagnostics may slow or limit adoption of our drug candidates. Our drug
candidates may be perceived negatively compared to alternative treatments that do not require the use of companion diagnostics, either
due to the additional cost of the companion diagnostic or the need to complete additional [testing?] prior to administering our drug candidates.

 If any of these events were to occur, our business
and growth prospects would be harmed materially.

 The regulatory approval processes of the FDA,
EMA and comparable foreign regulatory authorities are lengthy, time-consuming and inherently unpredictable, which could lead to our inability
to generate product revenue.

 The time required to obtain approval by the FDA, EMA
and comparable foreign regulatory authorities is unpredictable, typically takes many years following the commencement of clinical trials
and depends upon numerous factors, including the type, complexity and novelty of the product candidates involved. Seeking foreign regulatory
approvals could result in significant delays, difficulties and costs for us and may require additional preclinical studies or clinical
trials which would be costly and time consuming. Regulatory requirements can vary widely from country to country and could delay or prevent
the introduction of our product candidates in those countries. In addition, approval policies, regulations or the type and amount of clinical
data necessary to gain approval may change during the course of a product candidate's clinical development and may vary among jurisdictions,
which may cause delays in the approval or the decision not to approve an application. Regulatory authorities have substantial discretion
in the approval process and may refuse to accept any application or may decide that our data are insufficient for approval and require
additional preclinical, clinical or other data. Satisfying these and other regulatory requirements is costly, time consuming, uncertain
and subject to unanticipated delays. Our failure to obtain regulatory approval in any country may delay or have negative effects on the
process for regulatory approval in other countries. Even if we eventually complete clinical testing and receive approval of any regulatory
filing for our product candidates, the FDA, EMA and comparable foreign regulatory authorities may approve our product candidates for a
more limited indication or a narrower patient population than we originally requested. If we fail to comply with regulatory requirements
in international markets or to obtain and maintain required approvals, our target market will be reduced and our ability to realize the
full market potential of our product candidates will be harmed.

 Applications for our product candidates could fail
to receive regulatory approval for many reasons, including but not limited to the following:

 the FDA, EMA or comparable international regulatory authorities may disagree with the design, implementation
or results of our clinical trials;

 the FDA, EMA or comparable international regulatory authorities may determine that our product candidates
are not safe and effective, only moderately effective or have undesirable or unintended side effects, toxicities or other characteristics
that preclude our obtaining marketing approval or prevent or limit commercial use;

 the population studied in the clinical program may not be sufficiently broad or representative to assure
efficacy and potency and safety in the full population for which we seek approval;

 the FDA, EMA or comparable international regulatory authorities may disagree with our interpretation of
data from preclinical studies or clinical trials;

 the data collected from clinical trials of our product candidates may not be sufficient to support the
submission of a Biologics License Application, New Drug Application or other submission or to obtain regulatory approval in the United
States or elsewhere;

 we may be unable to demonstrate to the FDA, EMA or comparable international regulatory authorities that
a product candidate's risk-benefit ratio for its proposed indication is acceptable;

 the FDA or comparable international regulatory authorities may fail to approve the manufacturing processes,
test procedures and specifications or facilities of third-party manufacturers with which we contract for clinical and commercial supplies;
and

 the approval policies or regulations of the FDA, EMA or international foreign regulatory authorities may
significantly change in a manner rendering our clinical data insufficient for approval.

 In order to market any product candidates outside
of the United States, we must establish and comply with numerous and varying regulatory requirements of other countries regarding safety
and efficacy and potency and approval standards. Clinical trials conducted in one country may not be accepted by regulatory authorities
in other countries, and regulatory approval in one country does not mean that regulatory approval will be obtained in any other country.

 The ability of the FDA to review and approve new products
can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and
accept the payment of user fees, government shutdowns, including as a result of budget delays or other circumstances like the COVID-19
pandemic and statutory, regulatory and policy changes. Average review times at the agency have fluctuated in recent years as a result.
This lengthy approval process, as well as the unpredictability of the results of clinical trials, may result in our failing to obtain
regulatory approval to market any of our product candidates, which would significantly harm our business, results of operations and prospects.

 All but one of our clinical
trials to date have been conducted outside the United States, and the FDA, EMA and other foreign regulatory authorities may not accept
data from such trials.

 The acceptance of study
data from clinical trials conducted outside the United States by the FDA may be subject to certain conditions or may not be accepted at
all. In cases where data from foreign clinical trials are intended to serve as the sole basis for regulatory approval in the United States,
the FDA will generally not approve the application on the basis of foreign data alone unless (i) the data are applicable to the United
States population and United States medical practice; (ii) the trials were performed by clinical investigators of recognized competence
and pursuant to good clinical practice regulations; and (iii) the data may be considered valid without the need for an on-site inspection
by the FDA, or if the FDA considers such inspection to be necessary, the FDA is able to validate the data through an on-site inspection
or other appropriate means. Many foreign regulatory bodies have similar approval requirements. In addition, such foreign trials would
be subject to the applicable local laws of the foreign jurisdictions where the trials are conducted. There can be no assurance that the
FDA, EMA or any other foreign regulatory authority will accept data from trials conducted outside
of the United States or the applicable jurisdiction. If the FDA, EMA or any comparable foreign regulatory
authority does not accept such data, it would result in the need for additional trials, which would be costly and time-consuming and delay
aspects of our business plan, and which may result in our product candidates not receiving approval or clearance for commercialization
in the applicable jurisdiction.

 We have received Fast Track designation for
one of our compounds and may seek such designation or breakthrough therapy and priority review for other compounds in the future. Fast
Track designation or breakthrough therapy designation may not actually lead to a faster FDA review and approval process.

 For some of our compounds, including ANAVEX 2-73,
we hope to benefit from the FDA's Fast Track and priority review programs. In February 2020, the FDA granted Fast Track designation
for the ANAVEX 2-73 clinical development program for the treatment of Rett syndrome. Programs with Fast Track designation
may benefit from early and frequent communications with the FDA, potential priority review and the ability to submit a rolling application
for regulatory review. Fast Track designation applies to both the product candidate and the specific indication for which it is being
studied. If any of our compounds receive Fast Track designation but do not continue to meet the criteria for Fast Track designation, or
if our clinical trials are delayed, suspended or terminated, or put on clinical hold due to unexpected adverse events or issues with clinical
supply, we will not receive the benefits associated with the Fast Track program. Furthermore, Fast Track designation does not change the
standards for approval. The receipt of Fast Track designation for a compound may not result in a faster development or regulatory review
or approval process compared to products considered for approval under conventional FDA procedures and does not assure ultimate approval
by the FDA. In addition, even if any product candidate qualifies for Fast Track designation, the FDA may later decide that the product
candidates no longer meet the conditions for qualification or decide that the time period for FDA review or approval will not be shortened.
Fast Track designation alone does not guarantee qualification for the FDA's priority review procedures.

 Under FDA policies, a compound is eligible for priority
review, or review within a six-month time frame from the time a complete NDA is accepted for filing, if the compound provides a significant
improvement compared to marketed drugs in the treatment, diagnosis or prevention of a disease. The FDA determines whether a drug qualifies
for Priority Review after an NDA for such drug is submitted to the FDA. Therefore, until NDAs are submitted for our compounds, we cannot
be assured that they will be granted Priority Review. Additionally, even if Priority Review is granted for one of our compounds, the FDA
does not always meet its six-month Prescription Drug User Fee Act (PDUFA) goal date for Priority Review and the review process is often
extended by FDA requests for additional information or clarification.

 We may seek Breakthrough Therapy designation for one
or more of our current or future compounds. Designation as a Breakthrough Therapy is largely within the discretion of the FDA. Accordingly,
even if we believe that a compound meets the criteria for designation as a Breakthrough Therapy, the FDA may disagree and instead determine
not to make such designation. In any event, the receipt of a Breakthrough Therapy designation for a product candidate may not result in
a faster development process, review or approval compared to candidate products considered for approval under non-expedited FDA
review procedures and does not assure ultimate approval by the FDA. In addition, even if one or more compounds qualify as breakthrough
therapies, the FDA may later decide that the product no longer meets the conditions for qualification and revoke the designation.

 Fast Track or Breakthrough Therapy designation for
our compounds may not actually lead to a faster review process, and a delay in the review process or in the approval of our compounds
will delay revenue from their potential sales and will increase the capital necessary to fund these compound development programs.

 We have received orphan drug designation for several of our compounds,
but we may be unable to maintain any benefits associated with orphan drug designation, including market exclusivity.

 Under the Orphan Drug Act, the FDA may grant orphan
designation to a drug intended to treat a rare disease or condition or for which there is no reasonable expectation that the cost of developing
and making available in the United States a drug for a disease or condition will be recovered from sales in the United States for that
drug. If a product that has orphan drug designation subsequently receives the first FDA approval for the indication for which it has such
designation, the product is entitled to orphan product exclusivity, which means that the FDA may not approve any other applications, including
a full NDA, to market the same drug or biologic for the same indication for seven years, except in limited circumstances, such as a showing
of clinical superiority to the product with orphan drug exclusivity.

 We have received orphan drug designation for several
of our compounds, but we may not be able to obtain or maintain orphan drug exclusivity in the United States for those compounds. We may
not be the first to obtain marketing approval of any compound for which we have obtained orphan drug designation for the orphan-designated
indication due to the uncertainties associated with developing pharmaceutical products. In addition, exclusive marketing rights in the
United States may be limited if we seek FDA marketing approval for an indication broader than the orphan designated indication. Additionally,
any compound with orphan drug designation may lose such designation if the FDA later determines that the request for designation was materially
defective or if the manufacturer is unable to assure sufficient quantities of the product to meet the needs of patients with the rare
disease or condition. Even after an orphan drug is approved, the FDA can subsequently approve the same drug with the same active moiety
for the same condition if the FDA concludes that the later drug is clinically superior in that it is shown to be safer, more effective
or makes a major contribution to patient care. In addition, others may obtain orphan drug exclusivity for products addressing the
same diseases or conditions as products we are developing, thus limiting our ability to compete in the markets addressing such diseases
or conditions for a significant period of time. Orphan drug designation neither shortens
the development time or regulatory review time of a drug nor gives the product candidate any advantage in the regulatory review or approval
process or entitles the product candidate to priority review.

 If we fail to demonstrate efficacy in our non-clinical
studies and clinical trials our future business prospects, financial condition and operating results will be materially adversely affected.

 The success of our research and development efforts
will be greatly dependent upon our ability to demonstrate potential drug compound efficacy in non-clinical studies, as well as in clinical
trials. Non-clinical studies involve testing potential drug compounds in appropriate non-human disease models to demonstrate efficacy
and safety. Regulatory agencies evaluate these data carefully before they will approve clinical testing in humans. If certain non-clinical
data reveals potential safety issues or the results are inconsistent with an expectation of the potential drug compound's efficacy
in humans, the regulatory agencies may require additional more rigorous testing before allowing human clinical trials. This additional
testing will increase program expenses and extend timelines. We may decide to suspend further testing on our potential drug compounds
if, in the judgment of our management and advisors, the non-clinical test results do not support further development.

 Moreover, success in non-clinical testing and early
clinical trials does not ensure that later clinical trials will be successful, and we cannot be sure that the results of later clinical
trials will replicate the results of prior clinical trials and non-clinical testing. The clinical trial process may fail to demonstrate
that our potential drug compounds are safe for humans and effective for indicated uses. This failure would cause us to abandon a drug
candidate and may delay development of other potential drug compounds. Any delay in, or termination of, our non-clinical testing or clinical
trials will delay the filing of an IND and NDA with the FDA or the equivalent applications with pharmaceutical regulatory authorities
outside the United States and, ultimately, our ability to commercialize our potential drug compounds and generate product revenues. In
addition, we expect that our early clinical trials will involve small patient populations. Because of the small sample size, the results
of these early clinical trials may not be indicative of future results. Also, the IND process may be extremely costly and may substantially
delay the development of our potential drug compounds. Moreover, positive results of non-clinical tests will not necessarily indicate
positive results in subsequent clinical trials.

 Following successful non-clinical testing, potential
drug compounds will need to be tested in a clinical development program to provide data on safety and efficacy prior to becoming eligible
for product approval and licensure by regulatory agencies. From the first human trial through to regulatory approval can take many years
and 10-12 years is not unusual for certain compounds.

 If any of our future clinical development potential drug compounds become
the subject of problems, our ability to sustain our development programs will become critically compromised. For example, efficacy or
safety concerns may arise, whether or not justified, that could lead to the suspension or termination of our clinical programs. Examples
of problems that could arise include, among others:

 efficacy or safety concerns with the potential drug compounds, even if not justified;

 manufacturing difficulties or concerns;

 regulatory proceedings subjecting the potential drug compounds to potential recall;

 publicity affecting doctor prescription or patient use of the potential drug compounds;

 pressure from competitive products; or

 introduction of more effective treatments.

 Each clinical phase is designed to test attributes
of the drug and problems that might result in the termination of the entire clinical plan can be revealed at any time throughout the overall
clinical program. The failure to demonstrate efficacy in our clinical trials would have a material adverse effect on our future business
prospects, financial condition and operating results.

 If a particular product candidate causes undesirable
side effects, then we may be unable to receive regulatory approval of or commercialize such product candidate.

 We may experience numerous unforeseen events during,
or as a result of, the testing process that could delay or prevent commercialization of any of our product candidates, including the occurrence
of undesirable side effects. Such side effects could lead to clinical trial challenges, such as difficulties in subject recruitment, retention,
and adherence, potential product liability claims, and possible termination by health authorities. These types of clinical trial challenges
could in turn, delay or prevent regulatory approval of our product candidate. Side effects may also lead regulatory authorities to require
stronger product warnings on the product label, costly post-marketing studies, and/or a REMS, among other possible requirements. If the
product candidate has already been approved, such approval may be withdrawn. Any delay in, denial, or withdrawal of marketing approval
for one of our product candidates will adversely affect our business, including our results of operations and financial position. Even
if one or more of our product candidates receives marketing approval, undesirable side effects may limit such product's commercial
viability. Patients may not wish to use our product, physicians may not prescribe our product, and our reputation may suffer. Any of these
events may significantly harm our business and financial prospects.

 Even if we receive regulatory approval for one
or more compounds, we will be subject to continuing regulatory obligations and ongoing regulatory review, which may result in significant
additional expense. Additionally, our compounds, if approved, could be subject to labeling and other restrictions on marketing or withdrawal
from the market, and we may be subject to penalties, if we fail to comply with regulatory requirements or if we experience unanticipated
problems with our compounds, when and if any of them are approved.

 Following potential approval of any our compounds,
the FDA may impose significant restrictions on a drug's indicated uses or marketing or require potentially costly and time-consuming
post-approval studies, post-market surveillance or clinical trials to monitor the safety and efficacy of the drug. The FDA may also require
a Risk Evaluation and Mitigation Strategy ("REMS") as a condition of approval of one or more of our compounds, which could
include requirements for a medication guide, physician communication plans or additional elements to ensure safe use of the drug. Additional
REMS elements may include restricted distribution methods, patient registries and other risk minimization tools.

 In addition, if the FDA, EMA or a comparable foreign
regulatory authority approves one or more of our compounds, the manufacturing processes, labeling, packaging, distribution, adverse event
reporting, storage, advertising, promotion, import, export and recordkeeping for the approved drug will be subject to additional and potentially
extensive ongoing regulatory requirements. These requirements include submissions of safety and other post-marketing information and reports,
establishment registration, as well as continued compliance with cGMPs and GCP requirements for any clinical trials that we conduct post-approval.
Later discovery of previously unknown problems with our products, including adverse events of unanticipated severity or frequency, or
with our third-party manufacturers or manufacturing processes, or failure to comply with regulatory requirements, may result in, among
other things:

 restrictions on the marketing or manufacturing of our products, withdrawal of the product from the market or voluntary or mandatory product recalls;

 fines, restitutions, disgorgement of profits or revenues, warning letters, untitled letters or holds on clinical trials;

 restrictions on product distribution or use, or requirements to conduct post-marketing studies or clinical trials;

 product seizure or detention, or refusal to permit the import or export of our products;

 injunctions or the imposition of civil or criminal penalties; and

 refusal by the FDA to approve pending applications or supplements to approved applications filed by us or suspension or revocation of approvals.

 The occurrence of any event or penalty described above
may limit our ability to commercialize our compounds and generate revenue and could require us to expend significant time and resources
in response or generate negative publicity.

 If any of our compounds are approved, our product
labeling, advertising and promotion will also be subject to regulatory requirements and ongoing regulatory review. The FDA strictly regulates
the promotional claims that may be made about drug products. In particular, a drug may not be promoted for uses that are not approved
by the FDA as reflected in the drug's approved labeling. If we receive marketing approval for a compound, physicians may nevertheless
lawfully prescribe it to their patients in a manner that is inconsistent with the approved label. While the FDA recently clarified that
mere knowledge that a physician is prescribing an approved drug for off-label use is not sufficient to constitute unlawful off-label promotion,
if we are found to have actively promoted such off-label uses, we may become subject to significant liability under the Federal Food,
Drug, and Cosmetic Act (FDCA). The federal government has levied large civil and criminal fines against companies for alleged improper
promotion and has enjoined several companies from engaging in off-label promotion. Additionally, promotion for off-label uses could result
in significant liability under the False Claims Act. The FDA has also requested that companies enter into consent decrees or permanent
injunctions under which specified promotional conduct is changed or curtailed.

 The FDA's and other regulatory authorities'
policies are subject to change at any time, and additional government regulations may be enacted that could prevent, limit or delay regulatory
approval of our compounds. If we are unable to timely adapt to changes in existing requirements or the adoption of new requirements or
policies, or if we are not able to maintain regulatory compliance post-marketing, we may lose any marketing approval that we may have
obtained, and we may not achieve or sustain profitability.

 Finally, we cannot predict the likelihood, nature
or extent of government regulation that may arise from future legislation or administrative or executive action, either in the United
States or abroad. It is difficult to predict how any such legislative, administrative or executive actions will be implemented, and the
extent to which they will impact the FDA's ability to exercise its regulatory authority. If these legislative or executive actions
impose constraints on the FDA's ability to engage in oversight and implementation activities in the normal course, our business
may be negatively impacted.

 Material modifications in the methods of product
candidate manufacturing may result in additional costs or delay.

 As product candidates progress from preclinical studies
to late-stage clinical trials to marketing approval and commercialization, it is common that various aspects of the development program,
such as manufacturing methods, materials and processes, are altered along the way in an effort to optimize yield, manufacturing batch
size, minimize costs and achieve consistent purity, identity, potency, quality and results. Such changes carry the risk that they will
not achieve these intended objectives. Any of these changes could cause our product candidates to perform differently and could affect
planned or other clinical trials conducted with product candidates produced using the modified manufacturing methods, materials, and processes.
This could delay completion of clinical trials and could require non-clinical or clinical bridging and comparability studies, which could
increase costs, delay approval of our product candidates and jeopardize our ability to commercialize our product candidates, if approved.

 We have advanced our research and development
efforts on the treatment of neurodegenerative and central nervous system, or CNS, disorders, a field that has seen very limited success
in product development.

 We have advanced our research
and development efforts on addressing neurodegenerative, neurodevelopmental and CNS disorders. Collectively, efforts by pharmaceutical
companies in the field of neurodegenerative, neurodevelopmental and CNS disorders have seen very limited successes in product
development. The development of neurodegenerative and CNS therapies presents unique challenges, including an imperfect understanding of
the biology, the presence of the blood brain barrier that can restrict the flow of drugs to the brain, a frequent lack of translatability
of preclinical study results in subsequent clinical trials and dose selection, and the product candidate having an effect that may be
too small to be detected using the outcome measures selected in clinical trials or if the outcomes measured do not reach statistical significance.

 The use of any of our products in clinical trials
may expose us to liability claims, which may cost us significant amounts of money to defend against or pay out, causing our business to
suffer.

 The nature of our business exposes us to potential
liability risks inherent in the testing, manufacturing and marketing of our products. We currently have one drug compound in clinical
trials; however, when any of our products enter clinical trials or become marketed products, they could potentially harm people or allegedly
harm people possibly subjecting us to costly and damaging product liability claims. Some of the patients who participate in clinical trials
are already ill when they enter a trial or may intentionally or unintentionally fail to meet the exclusion criteria. The waivers we obtain
may not be enforceable and may not protect us from liability or the costs of product liability litigation. Although we intend to obtain
product liability insurance, which we believe is adequate, we are subject to the risk that our insurance will not be sufficient to cover
such claims. The insurance costs along with the defense or payment of liabilities above the amount of coverage could cost us significant
amounts of money and management distraction from other elements of the business, causing our business to suffer.

 Risks Related to our Business

 We are highly dependent on our key personnel,
and if we are not successful in attracting and retaining highly qualified personnel, we may not be able to successfully implement our
business strategy.

 Our ability to compete in the highly competitive biotechnology
and pharmaceutical industries depends upon our ability to attract and retain highly qualified managerial, scientific and medical personnel.
We are highly dependent on our management, scientific and medical personnel. The loss of the services of any of our executive officers,
other key employees and other scientific and medical advisors, and an inability to find suitable replacements could result in delays in
product development and harm our business.

 Competition for skilled personnel in our market is
intense and may limit our ability to hire and retain highly qualified personnel on acceptable terms or at all. Despite our efforts to
retain valuable employees, members of our management, scientific and development teams may terminate their employment or service with
us on short notice. Although we have employment agreements with our key employees, these employment agreements provide for at-will employment,
which means that any of our employees could leave our employment at any time, with or without notice. Our success also depends on our
ability to continue to attract, retain and motivate highly skilled junior, mid-level and senior managers as well as junior, mid-level
and senior scientific and medical personnel in an extremely competitive market for employees and other service providers.

 If we do not obtain the support of qualified
scientific collaborators, our revenue, growth and profitability will likely be limited, which would have a material adverse effect on
our business.

 While we have established relationships with leading scientists and research
institutions, we will need to continue to establish these relationships. We believe that such relationships are pivotal to establishing
products using our technologies as a standard of care for various indications. Additionally, although in discussion, there is no assurance
that our current research partners will continue to work with us or that we will be able to attract additional research partners. If we
are not able to maintain our existing scientific relationships and establish new scientific relationships to assist in our research and
development, we may not be able to successfully develop our potential drug compounds. If this happens, our business will be adversely
affected.

 We may not be able to develop, market or generate
sales of our products to the extent anticipated. Our business may fail and investors could lose all their investment in our Company.

 Assuming that we are successful in developing our
potential drug compounds and receiving regulatory clearances to market our products, our ability to successfully penetrate the market
and generate sales of those products may be limited by a number of factors, including the following:

 If our competitors receive regulatory approvals for and begin marketing similar products in the United States, the European Union, Japan and other territories before we do, greater awareness of their products as compared to ours will cause our competitive position to suffer;

 Information from our competitors or the academic community indicating that current products or new products are more effective or offer compelling other benefits than our future products could impede our market penetration or decrease our future market share; and

 The pricing and reimbursement environment for our future products, as well as pricing and reimbursement decisions by our competitors and by payers, may have an effect on our revenues.

 If this happens, our business will be adversely affected.

 None of our potential drug compounds may reach
the commercial market for a number of reasons and our business may fail.

 Successful research and development of pharmaceutical
products is high risk. Most products and development candidates fail to reach the market. Our success depends on the discovery of new
drug compounds that we can commercialize. It is possible that our products may never reach the market for a number of reasons. They may
be found ineffective or may cause harmful side effects during non-clinical testing or clinical trials or fail to receive necessary regulatory
approvals. We may find that certain products cannot be manufactured at a commercial scale and, therefore, they may not be economical to
produce. Our potential products could also fail to achieve market acceptance or be precluded from commercialization by proprietary rights
of third parties. Our patents, patent applications, trademarks and other intellectual property may be challenged, and this may delay or
prohibit us from effectively commercializing our products. Furthermore, we do not expect our potential drug compounds to be commercially
available for a number of years, if at all. If none of our potential drug compounds reach the commercial market, our business will likely
fail and investors will lose all of their investment in our Company. If this happens, our business will be adversely affected.

 If our competitors succeed in developing products
and technologies faster or that are more effective or with a better profile than our own, or if scientific developments change our understanding
of the potential scope and utility of our potential products, then our technologies and future products may be rendered undesirable or
obsolete.

 We face significant competition from industry participants
that are pursuing technologies in similar disease states to those that we are pursuing and are developing pharmaceutical products that
are competitive with our products. Nearly all of our industry competitors have greater capital resources, larger overall research and
development staffs and facilities, and a longer history in drug discovery and development, obtaining regulatory approval and pharmaceutical
product manufacturing and marketing than we do. With these additional resources, our competitors may be able to respond to the rapid and
significant technological changes in the biotechnology and pharmaceutical industries faster than we can. Our future success will depend
in large part on our ability to maintain a competitive position with respect to these technologies. Rapid technological development, as
well as new scientific developments, may result in our products becoming obsolete before we can recover any of the expenses incurred to
develop them. For example, changes in our understanding of the appropriate population of patients who should be treated with a targeted
therapy like we are developing may limit the drug's market potential if it is subsequently demonstrated that only certain subsets
of patients should be treated with the targeted therapy.

 Our reliance on third parties, such as university
laboratories, contract manufacturing organizations and contract or clinical research organizations, may result in delays in completing,
or a failure to complete, non-clinical testing or clinical trials if they fail to perform under our agreements with them or non-compliance
with regulations.

 In the course of product development, we may engage
university laboratories, other biotechnology companies or contract or clinical manufacturing organizations to manufacture drug material
for us to be used in non-clinical and clinical testing and contract research organizations to conduct and manage non-clinical studies
and clinical trials. If we engage these organizations to help us with our non-clinical and clinical programs,

 many important aspects of
this process have been and will be out of our direct control. If any of these organizations we may engage in the future fail to perform
their obligations under our agreements with them or fail to perform non-clinical testing and/or clinical trials in a satisfactory manner,
we may face delays in completing our clinical trials, as well as commercialization of any of our potential drug compounds. Furthermore,
any loss or delay in obtaining contracts with such entities may also delay the completion of our clinical trials, regulatory filings and
the potential market approval of our potential drug compounds.

 In addition, any of these third parties may engage
in misconduct or other improper activities, including non-compliance with regulatory standards and requirements. Misconduct by these parties
could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violate the regulations
of any regulatory authorities, including those laws requiring the reporting of true, complete and accurate information to such authorities;
healthcare fraud and abuse laws and regulations in the United States and abroad; or laws that require the reporting of financial information
or data accurately. It is not always possible to identify and deter misconduct by employees and other third parties, and the precautions
we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting
us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations.

 If we fail to compete successfully with respect
to partnering, licensing, mergers, acquisitions, joint venture and other collaboration opportunities, we may be limited in our ability
to research and develop our potential drug compounds.

 Our competitors compete with us to attract established
biotechnology and pharmaceutical companies or organizations for partnering, licensing, mergers, acquisitions, joint ventures or other
collaborations. Collaborations include contracting with academic research institutions for the performance of specific scientific testing.
If our competitors successfully enter into partnering arrangements or license agreements with academic research institutions, we will
then be precluded from pursuing those specific opportunities. Since each of these opportunities is unique, we may not be able to find
a substitute. Other companies have already begun many drug development programs, which may target diseases that we are also targeting,
and have already entered into partnering and licensing arrangements with academic research institutions, reducing the pool of available
opportunities.

 Universities and public and private research institutions
also compete with us. While these organizations primarily have educational or basic research objectives, they may develop proprietary
technology and acquire patent applications and patents that we may need for the development of our potential drug compounds. In some instances,
we will attempt to license this proprietary technology, if available. These licenses may not be available to us on acceptable terms, if
at all. If we are unable to compete successfully with respect to acquisitions, joint venture and other collaboration opportunities, we
may be limited in our ability to develop new products.

 If our information systems or data, or those
of third parties upon whom we rely, are or were compromised, our business may be adversely affected.

 In the course of our business, we, or third parties
upon whom we rely, may gather, collect, receive, use, transmit, store/retain or dispose of data and confidential information (such as
confidential employee information or health-related data), sensitive data, intellectual property and trade secrets.

 Cyberattacks, malicious internet-based
activity, online and offline fraud and other similar activities threaten the confidentiality, integrity, and availability of our sensitive
information and information technology systems, and those of the third parties upon whom we rely. We, and the third parties upon whom
we may rely, may be subject to a variety of these evolving threats.

 Although we endeavor to protect
confidential information through the implementation of security technologies, processes and procedures, it is possible that an individual
or group could defeat security measures and access sensitive information about our business and employees. The existence of a remote workforce
also poses increased risks to our information technology systems and data, as more of our employees work from home, utilizing network
connections outside our premises.

 Any misappropriation, loss or other unauthorized disclosure
of confidential information gathered, stored or used by us or by third parties on our behalf, could have a material impact on the operation
of our business, including damaging our reputation with our employees, third parties and investors. We could also incur significant costs
implementing additional security measures and organizational changes, implementing additional protection technologies, training employees
or engaging consultants.

 Our contracts with third
parties upon whom we may rely, may not contain limitations of liability, and even where they do, there can be no assurance that limitations
of liability in our contracts are sufficient to protect us from liabilities, damages, or claims related to our data privacy and security
obligations. In addition, we could incur increased litigation as a result of any potential cyber-security breach and our insurance coverage
may not be adequate or sufficient in type or amount to protect us from or to mitigate liabilities arising out of our privacy and security
practices.

 We are not aware that we have experienced any material
misappropriation, loss or other unauthorized disclosure of confidential or personally identifiable information as a result of a cyber-security
breach or other act; however, a cyber-security breach or other act and/or disruption to our information technology systems could have
a material adverse effect on our business, prospects, financial condition or results of operations.

 Changes in funding for the FDA, the SEC and
other government agencies could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services
from being developed or commercialized in a timely manner or otherwise prevent those agencies from performing normal functions on which
the operation of our business may rely, which could negatively impact our business.

 The ability of the FDA to review and approve new products
can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and
accept payment of user fees, statutory, regulatory and policy changes, and business disruptions, such as those caused by the COVID-19
pandemic. Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of the SEC and
other government agencies on which our operations may rely, including those that fund research and development activities is subject to
the political process, which is inherently fluid and unpredictable.

 Disruptions at the FDA and other agencies may
also slow the time necessary for new drugs to be reviewed and/or approved by necessary government agencies, which would adversely
affect our business. For example, over the last several years, the U.S. government has shut down several times, including the
longest government shutdown that began on October 1, 2025 and ended November 13, 2025, and certain regulatory agencies, such as the
FDA and the SEC, have had to furlough critical FDA, SEC and other government employees and stop critical activities. If a prolonged
government shutdown occurs, it could significantly impact the ability of the FDA to timely review and process our regulatory
submissions, which could have a material adverse effect on our business. Further, future government shutdowns could impact our
ability to access the public markets and obtain necessary capital in order to properly capitalize and continue our operations.

 Our business could be affected by litigation,
government investigations and enforcement actions.

 We currently operate in a number of jurisdictions
in a highly regulated industry and we could be subject to litigation, government investigation and enforcement actions on a variety of
matters in the United States or foreign jurisdictions, including, without limitation, intellectual property, regulatory, product liability,
environmental, whistleblower, false claims, privacy, anti-kickback, anti-bribery, securities, commercial, employment and other claims
and legal proceedings which may arise from conducting our business. In the ordinary course as a public company, the SEC and other U.S.
and foreign regulatory and governmental agencies have initiated and may in the future initiate requests, comments and/or investigations
regarding legal, regulatory and compliance matters of the Company. We have cooperated, and will in the future cooperate, on any such matters
with such regulatory and governmental agencies, and such matters could require us to expend significant time, attention and resources.
Any determination that our operations or activities are not in compliance with existing laws or regulations could result in the imposition
of fines, civil and criminal penalties, equitable remedies, including disgorgement, injunctive relief and/or other sanctions against us,
and remediation of any such findings could have an adverse effect on our business operations.

 Legal proceedings, government investigations and enforcement
actions can be expensive and time-consuming. An adverse outcome resulting from any such proceedings, investigations or enforcement actions
could result in significant damages, awards, fines, penalties, exclusion from the federal healthcare programs, healthcare debarment, injunctive
relief, product recalls, reputational damage and modifications of our business practices, which could have a material adverse effect on
our business and results of operations. Even if such a proceeding, investigation or enforcement action is ultimately decided in our favor,
the investigation and defense thereof could require substantial financial and management resources.

 Changes in U.S. and international trade policies
may adversely impact our business and operating results.

 The U.S. government has made statements and taken
actions that have led to certain changes and may lead to additional changes to U.S. and international trade policies. For example, President
Trump has imposed or signaled to impose a series of tariffs on certain products manufactured outside the United States, including
pharmaceutical products and raw materials and components for pharmaceutical products, and it is unknown whether and to what extent additional tariffs (or
other new laws or regulations) will be adopted, or the effect that any such actions would have on us or our industry. Such unfavorable
government policies on international trade, such as export controls, capital controls or tariffs, may affect the import and export
of materials and products used in our drug development. For example, we have already faced increased costs associated with our imports
of drug products due to newly imposed tariffs on Canada. These policies may also affect the demand for our product candidates, the competitive
position of our product candidates, and clinical manufacturing and future commercial activities. If any new tariffs, export controls,
legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or if the U.S. government takes retaliatory
trade actions due to the ongoing trade tensions, such changes could have an adverse effect on our business, financial condition and results
of operations.

 We receive Australian government research
and development income tax incentive refunds. If our research and development expenditures are not deemed to be eligible for
the refund, proposed modifications to the tax incentive program are enacted, or the tax incentive program is discontinued
by the Australian government, it could have a negative effect on our future cash flows and the funding of future research and
development projects.

 Our subsidiary, Anavex Australia Pty Ltd., is incorporated
in Australia where we are currently engaged in research and development activities for ANAVEX 2-73 and ANAVEX 3-71.
Our subsidiary is eligible to participate in the Australian Federal Government's Research and Development Tax Incentive
program, under which the government provides a cash refund for a portion of eligible research and development expenditures (currently
43.5% to 48.5% depending on the entity's corporate tax rate) by small Australian entities, which are defined as Australian entities
with less than $20 million (Australian) in revenue.

 The Research and Development Tax Incentive
refund is offered by the Australian federal government for eligible research and development purposes based on the filing of
an annual application. As part of this program, our subsidiary applied for and received cash refunds from the Australian Taxation
Office, or the ATO, for a percentage of the research and development costs expended by our subsidiary in Australia. Since the fiscal year
ended September 30, 2015, we have been receiving Research and Development Tax Incentive refunds related to research and development
expenditures made.

 Certain research and development expenses incurred
outside of Australia are also eligible for the Australian research and development tax incentive program, provided
we obtain an Advance Overseas Finding from AusIndustry, a division of the Australian Government's Department of Industry, Innovation
and Science ("AusIndustry"). To receive an Advance Overseas Finding, the expenses must have been for eligible research
and development activities, as determined by AusIndustry, and the expenditures must have a scientific link to the Australian activities,
be unable to be conducted in Australia and the total actual and reasonably anticipated overseas costs must be expected to be less than
the total actual and reasonably anticipated expenditures for activities conducted within Australia, as determined by AusIndustry at the
time of application for an Advance Overseas Finding ("OSF").

 This OSF binds both AusIndustry
and the Commissioner of Taxation for three income years. However, for compliance purposes, specific issue guidance jointly issued by AusIndustry
and the ATO in 2014 provides that an OSF can apply for the duration of the overseas activity provided the activities are not new or materially
different than the activities described in the OSF. Currently, the Company is outside of the binding three-year period with respect to
OSF applicable to some of its programs being claimed in Australia.

 To the extent that some or all of our research and
development expenditures are deemed to be "ineligible," then our refunds may decrease or be eliminated. In addition, the Australian government
may in the future modify the requirements of, reduce the amounts of the refunds available under, or discontinue the Research and Development Tax Incentive
program. Any such change to our anticipated refunds or change to the Research and Development Tax Incentive program would have
a negative effect on our future cash flows.

 Additionally, although the
Company believes that it has complied with all the relevant conditions of eligibility under the program for all periods claimed, the ATO
has the right to review the Company's qualifying programs and related expenditures for a period of four years. If such a review
were to occur, the ATO may have different interpretations of certain eligibility requirements. If the ATO disagreed with the Company's
assessments and any related subsequent appeals, it could require adjustment to and repayment of current or previous years' claims
already received. Additionally, if the Company was unable to demonstrate a reasonably arguable position taken on such claims, the ATO
could also assess penalties and interest on any such adjustments.

 A variety of risks are associated with operating
our business internationally which could materially adversely affect our business.

 We are presently conducting clinical development solely
in Australia, United Kingdom, The Netherlands, Germany and Canada and may choose to conduct additional international and U.S. clinical
trials in the future. Additionally, while we have not taken any steps to enter into any non-U.S. markets, we may do so in the future.
Accordingly, we are subject to risks related to operating in foreign countries, including:

 different standards of care in various countries that could complicate the evaluation of our product candidates;

 different United States and foreign drug import and export rules;

 reduced protection for intellectual property rights in certain countries;

 unexpected changes in tariffs, trade barriers and regulatory requirements;

 economic weakness, including inflation, or political instability in particular foreign economies and markets;

 compliance with tax, employment, immigration, and labor laws for employees living or traveling abroad;

 compliance with the FCPA and other anti-corruption and anti-bribery laws;

 foreign taxes, including withholding of payroll taxes;

 foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country;

 workforce uncertainty in countries where labor unrest is more common than in the United States;

 production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad;

 different payor reimbursement regimes, governmental payors or patient self-pay systems and price controls;

 potential liability resulting from development work conducted by foreign partners;

 business interruptions resulting from natural disasters, outbreaks of contagious diseases, such as COVID-19, or geopolitical actions, including war and terrorism, or systems failure including cybersecurity breaches; and

 compliance with evolving and expansive foreign regulatory requirements, including data privacy laws (such as the GDPR).

 Additionally, in connection with the ongoing conflict
between Russia and Ukraine, the U.S. government and European Union countries have imposed enhanced export controls on certain products
and sanctions on certain industry sectors and parties in Russia. The U.S. government has also indicated it will consider imposing additional
sanctions and other similar measures in the near future. Although we do not currently conduct any clinical trials in Russia or Ukraine,
further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business or conduct
certain research and development operations, which could adversely affect our business, our supply chain for our product candidates, our
collaborators or our ability to carry out our clinical trials.

 Our ability
to use our net operating loss ("NOL") carryforwards and certain tax credit carryforwards may be subject to limitation.

 As of September 30, 2025, we had approximately $148.8
million of U.S. federal and $19.1 million of state and local NOL carryforwards. We had approximately $17.1 million of NOL carryforwards
in Australia as of the same period. Our NOL carryforwards are subject to review and possible adjustment by the U.S. and state tax authorities.
In addition, under Sections 382 and 383 of the Internal Revenue Code and corresponding provisions of state law, if a corporation undergoes
an "ownership change," which is generally defined as a greater than 50% change (by value) in its equity ownership over a three-year
period, the corporation's ability to use its pre-change NOL carryforwards and research and development credits to offset its post-change
income may be limited. This could limit the amount of NOLs or research and development credit carryforwards that we can utilize annually
to offset future taxable income or tax liabilities. Subsequent ownership changes and changes to the U.S. tax rules in respect of the utilization
of NOLs and research and development credits carried forward may further affect the limitation in future years. In addition, at the state
level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase
state taxes owed.

 The Company conducts a Section 382 study annually
and has reduced its federal NOLs by $12.1 million and its Research and Development tax credit carryforwards by $0.8 million, which are
the amount of tax assets that will expire unutilized pursuant to Section 382. Subsequent ownership changes in future years could trigger
additional limitations of the Company's NOLs. During the year ended September 30, 2025, the
Company determined that there were no changes in ownership pursuant to Section 382.

 We are subject to healthcare laws and regulations
which may require substantial compliance efforts and could expose us to criminal sanctions, civil and administrative penalties, contractual
damages, reputational harm and diminished profits and future earnings, among other penalties.

 Healthcare providers, physicians and others will play
a primary role in the recommendation and prescription of our products, if approved. Our arrangements with such persons and third-party
payors and our general business operations will expose us to broadly applicable fraud and abuse and other healthcare laws and regulations
that may constrain the business or financial arrangements and relationships through which we research, market, sell and distribute our
drugs, if we obtain marketing approval. Restrictions under applicable U.S. federal, state and foreign healthcare laws and regulations
include, but are not limited to, the following:

 the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, including any kickback, bribe or rebate, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual for, or the purchase or lease, order or recommendation of, any item, good, facility or service, for which payment may be made under federal healthcare programs such as Medicare and Medicaid;

 U.S. federal civil and criminal false claims laws and civil monetary penalties laws, including the civil False Claims Act, which impose criminal and civil penalties, including those from civil whistleblower or qui tam actions, against individuals or entities for, among other things, knowingly presenting, or causing to be presented, claims for payment that are false or fraudulent or making a false statement to avoid, decrease, or conceal an obligation to pay money to the federal government;

 The Stark Law prohibits a physician from making referrals for certain "designated health services" payable by Medicare to an entity in which the physician or an immediate family member of such physician has an ownership or investment interest or with which the physician has entered into a compensation arrangement, unless a statutory exception applies. There are a number of exceptions to the Stark Law. Such exceptions permit certain payments and arrangements that, although they would otherwise potentially implicate the Stark Law, are not treated as a violation under the same if the requirements of the specific exceptions are met.

 HIPAA, which among other things, created additional federal criminal statutes that impose criminal and civil liability for, such actions as executing or attempting to execute a scheme to defraud any healthcare benefit program or knowingly and willingly falsifying, concealing or covering up a material fact or making false statements relating to healthcare matters;

 The privacy and security provisions of HIPAA, which impose certain requirements on covered entities and their business associates, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

 U.S. federal transparency requirements under the Physician Payments Sunshine Act, enacted as part of the Affordable Care Act that require applicable manufacturers of covered drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children's Health Insurance Program, with specific exceptions, to track and annually report to CMS payments and other transfers of value provided to physicians, certain other healthcare providers (such as physicians assistants and nurse practitioners),and teaching hospitals, as well as ownership and investment interests held by physicians or their immediate family members; and

 analogous state or foreign laws and regulations, such as state anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers, state marketing and/or transparency laws applicable to manufacturers that may be broader in scope than the federal requirements, state laws that require biopharmaceutical companies to comply with the biopharmaceutical industry's voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect as HIPAA, thus complicating compliance efforts.

 Ensuring that our business arrangements with third
parties comply with applicable healthcare laws and regulations will likely be costly. It is possible that governmental authorities will
conclude that our business practices do not comply with current or future statutes, regulations or case law involving applicable fraud
and abuse or other healthcare laws and regulations. If our operations were found to be in violation of any of these laws or any other
governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages,
fines, disgorgement, imprisonment, possible exclusion from government funded healthcare programs, such as Medicare and Medicaid, contractual
damages, reputational harm, diminished profits and future earnings and curtailment of our operations, any of which could substantially
disrupt our operations. If the physicians or other providers or entities with whom we expect to do business are found not to be in compliance
with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government funded
healthcare programs. We may incur significant costs achieving and maintaining compliance with applicable federal and state privacy, security,
and fraud laws. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur
significant legal expenses and divert our attention from the operation of our business.

 We expect current and future legislation affecting
the pharmaceutical industry, including drug pricing reform, to impact our business generally, which could adversely affect our business
operations.

 In the United States, there have been, and continue
to be proposed and enacted legislation at the federal and state levels designed to, among other things, bring more transparency to drug
pricing, review the relationship between pricing and manufacturer patient programs, reduce the cost of drugs under Medicare, and reform
government program reimbursement methodologies for drugs. For example, in July 2021, the Biden administration released an executive order,
"Promoting Competition in the American Economy," with multiple provisions aimed at prescription drugs. In response to Biden's
executive order, on September 9, 2021, HHS released a Comprehensive Plan for Addressing High Drug Prices that outlines principles for
drug pricing reform and sets out a variety of potential legislative policies that Congress could pursue as well as potential administrative
actions HHS can take to advance these principles. In addition, the Inflation Reduction Act of 2022 ("IRA"),

 among other things,
(1) directs HHS to negotiate the price of certain single-source drugs and biologics covered under Medicare and (2) imposes rebates under
Medicare Part B and Medicare Part D to penalize price increases that outpace inflation. These provisions will take effect progressively
starting in fiscal year 2023, although they may be subject to legal challenges. It is currently unclear how the IRA will be implemented
but is likely to have a significant impact on the pharmaceutical industry. If any of our products are subject to such negotiation, we
may lose a significant amount of the revenues expected during the full life cycle of these products. In addition, the current administration
is pursuing other measures to reduce the cost of drugs in the United States. For example, on July 4, 2025, the 2025 Reconciliation Act,
which reduces funding to federal healthcare programs and imposes additional requirements to be eligible for healthcare, was signed into
law. Additionally, in April 2025, an executive order was signed directing the Secretary of HHS to take appropriate steps to, among other
things, modify certain provisions of the Medicare Drug Price Negotiation Program, develop and implement a payment model to reduce the
price of high-cost prescription drugs and biological products covered by Medicare, accelerate approval of generic and biosimilar products,
and facilitate the ability of states to import pharmaceuticals from other countries, and in May 2025, an executive order was signed, among
other things, directing the Secretary of HHS to propose rules that impose "most-favored-nation" pricing and take other measures
to reduce the cost of prescription drugs. It is currently unclear whether and to what extent these measures will be implemented and what
impact any such implementation would have on our business. Further, there can be no assurance that the current administration or future
administrations will not pursue different or additional measures, such as those intended to more closely align U.S. drug prices with international
drug prices (often referred to as "reference" or "international price index" drug pricing). Future price controls
or other changes in pricing regulation or negative publicity related to the pricing of pharmaceutical drugs could restrict the amount
that we are able to charge for our drug products, which could render our product candidates, if approved, commercially unviable and materially
adversely affect our ability to raise additional capital on acceptable terms.

 The coverage and reimbursement status of newly
approved products is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for our product candidates, if approved,
could limit our ability to market those products and decrease our ability to generate product revenue.

 Significant uncertainty exists as to the coverage
and reimbursement status of any compound for which we may seek regulatory approval. Sales in the United States will depend in part on
the availability of sufficient coverage and adequate reimbursement from third-party payors, which include government health programs such
as Medicare, Medicaid, CHIP, TRICARE and the Veterans Administration, as well as managed care organizations and private health insurers.
Prices at which we or our customers seek reimbursement for our therapeutic compounds can be subject to challenge, reduction or denial
by payors.

 The process for determining whether a payor will provide
coverage for a product is typically separate from the process for setting the reimbursement rate that the payor will pay for the product.
A payor's decision to provide coverage for a product does not imply that an adequate reimbursement rate will be available. Additionally,
in the United States there is no uniform policy among payors for coverage or reimbursement. Third-party payors often rely upon Medicare
coverage policy and payment limitations in setting their own coverage and reimbursement policies, but also have their own methods and
approval processes. Therefore, coverage and reimbursement for products can differ significantly from payor to payor. If coverage and adequate
reimbursement are not available, or are available only at limited levels, successful commercialization of, and obtaining a satisfactory
financial return on, any product we develop may not be possible.

 Third-party payors are increasingly challenging the
price and examining the medical necessity and cost-effectiveness of medical products and services, in addition to their safety and efficacy.
In order to obtain coverage and reimbursement for any product that might be approved for marketing, we may need to conduct expensive studies
in order to demonstrate the medical necessity and cost-effectiveness of any products, which would be in addition to the costs expended
to obtain regulatory approvals. Third-party payors may not consider our compounds to be medically necessary or cost-effective compared
to other available therapies, or the rebate percentages required to secure favorable coverage may not yield an adequate margin over cost
or may not enable us to maintain price levels sufficient to realize an appropriate return on our investment in drug development. Additionally,
we or our collaborators may develop companion diagnostic tests for use with our product candidates. Companion diagnostic tests require
coverage and reimbursement separate and apart from the coverage and reimbursement for their companion pharmaceutical or biological products.
Similar challenges to obtaining coverage and reimbursement, applicable to pharmaceutical or biological products, will apply to companion
diagnostics. Our inability to promptly obtain coverage and adequate reimbursement from third-party payors for the product candidates,
and for us or our collaborators to obtain coverage and adequate reimbursement for related companion diagnostic tests that may be developed,
could have a material and adverse effect on our business, financial condition, results of operations and prospects.

 Risks Related to our Common Stock

 If we issue additional shares of common stock
in the future, it will result in the dilution of our existing stockholders and may cause the share price of our common stock to fall.

 We have 200,000,000 shares of common stock authorized
for issuance and we also have 10,000,000 shares of preferred stock authorized. Our Board of Directors has the authority to issue additional
shares of preferred and common stock up to the authorized capital stated in the articles of incorporation. Our Board of Directors may
choose to issue some or all such shares of common stock to acquire one or more businesses or to provide additional financing in the future.
The issuance of any such shares of common stock will result in a reduction of the book value or market price of the outstanding shares
of our common stock. If we do issue any such additional shares of common stock, such issuance also will cause a reduction in the proportionate
ownership and voting power of all other stockholders. Further, any such issuance may result in a change of control of our corporation.
In the event we do issue or sell additional shares of common or preferred stock, it may result in stockholder dilution and may cause our
share price to fall.

 Our stock price has been volatile and may be
volatile in the future.

 Our stock price has been volatile at certain times
historically, and may be volatile in the future. We may incur rapid and substantial increases or decreases in our stock price in the foreseeable
future that do not coincide in timing with the disclosure of news or developments by us. The stock market in general, and the market for
biotechnology and pharmaceutical companies in particular, has experienced extreme volatility that has often been unrelated to the operating
performance of particular companies. The market price for our common stock may be influenced by many factors, including the following:

 announcements of new data, clinical trial results or those of companies that are perceived to be similar to us;

 announcements related to any delays in any preclinical or clinical trials related to our products;

 announcements related to our products' ability to demonstrate efficacy or an acceptable safety profile of our product candidates or similar announcements by companies that are perceived to be similar to us;

 our ability to meet or exceed expectations of analysts or investors;

 news that the number of patients required for clinical trials for our drug candidates may be larger than we anticipate, enrollment in these clinical trials may be slower than we anticipate, participants may drop out of these clinical trials at a higher rate than we anticipate or the duration of these clinical trials may be longer than we anticipate;

 actions taken by regulatory agencies with respect to our product candidates or the progress of our clinical trials, including with respect to any fast track or orphan drug designations;

 announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us, our strategic collaboration partners or our competitors;

 grants awarded to us or companies that are perceived to be similar to us from outside entities;

 variations in our financial results or those of companies that are perceived to be similar to us;

 trading volume of our common stock;

 developments concerning our collaborations or partners;

 the perception of the biotechnology or pharmaceutical industries by the public, legislatures, regulators and the investment community;

 developments or disputes concerning intellectual property rights;

 significant lawsuits, including patent or stockholder litigation;

 our ability or inability to raise additional capital and the terms on which we raise it;

 sales of our common stock by us or our stockholders;

 declines in the market prices of stocks generally or of companies that are perceived to be similar to us; and

 general economic, industry and market conditions.

 In addition, companies trading in the stock market
in general, and The Nasdaq Capital Market in particular, have experienced extreme price and volume fluctuations that have often been unrelated
or disproportionate to the operating performance of these companies. These broad market and industry factors may seriously harm the market
price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market, securities
class-action litigation has often been instituted against companies. Such litigation, if instituted against us, could result in substantial
costs and diversion of management's attention and resources, which could materially and adversely affect our business, financial
condition, results of operations and growth prospects. There can be no guarantee that our stock price will remain at current prices.

 Our common stock may become the target of a
"short squeeze."

 Securities of certain companies have experienced significant
and extreme volatility in stock price due to short sellers of shares of common stock, known as a "short squeeze." These short
squeezes have caused extreme volatility in those companies and in the market and have led to the price per share of those companies to
trade at a significantly inflated rate that is disconnected from the underlying value of the company. Many investors who have purchased
shares in those companies at an inflated rate face the risk of losing a significant portion of their original investment as the price
per share has declined steadily as interest in those stocks has abated. There can be no assurance that we will not in the future be a
target of a short squeeze, and you may lose a significant portion or all of your investment if you purchase our shares at a rate that
is significantly disconnected from our underlying value.

 Risks Related to our Intellectual Property

 If we are unable to obtain and maintain sufficient
intellectual property protection for our product candidates, or if the scope of the intellectual property protection obtained is not sufficiently
broad, our competitors could develop and commercialize product candidates similar or identical to ours, and our ability to successfully
commercialize our product candidates that we may pursue may be impaired.

 Our success depends in large part on our ability to
obtain and maintain protection of our intellectual property, particularly patents, in the United States and other countries with respect
to our product candidates and technology. We seek to protect our proprietary position by filing patent applications in the United States
and abroad related to our product candidates and/or by in-licensing intellectual property. U.S. patents related to ANAVEX 2-73
are directed to ANAVEX 2-73 in its various optical or crystal forms, its therapeutic indications, and dosage forms comprising certain
doses of ANAVEX 2-73 combined with another therapeutic agent. We may not be able to obtain broader scope patent protection
for ANAVEX 2-73 as a single drug or in other jurisdictions.

 The patent position of biotechnology and pharmaceutical
companies generally is highly uncertain, involves complex legal, technological and factual questions and has in recent years been the
subject of much litigation. In addition, the laws of foreign countries may not protect our rights to the same extent as the laws of the
United States, or vice versa. Further, we may not be aware of all third-party intellectual property rights potentially relating to and/or
interfering with our product candidates. Publications of discoveries in the scientific literature often lag behind the actual discoveries,
and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing or, in some
cases, not at all until issuance. Therefore,

 we cannot know with certainty whether we were the first to make the inventions claimed in
our patents or pending patent applications, or that we were the first to file for patent protection of such inventions. As a result, the
issuance, scope, validity, enforceability and/or commercial value of our patent rights are highly uncertain. Our pending and future patent
applications may not result in patents being issued that protect our product candidates, in whole or in part, or which could effectively
prevent others from commercializing competitive product candidates. Even if our patent applications issue as patents, they may not issue
in a form that will provide us with any meaningful protection, prevent competitors from competing with us or otherwise provide us with
any competitive advantage. Our competitors may be able to circumvent our patents by developing similar or alternative product candidates
in a non-infringing manner.

 Moreover, we may be subject to a third-party pre-issuance
submission of prior art to the United States Patent and Trademark Office, or the USPTO, or become involved in opposition, derivation,
reexamination, inter partes review, post-grant review or interference proceedings challenging our patent rights or the patent rights of
others. An adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate, our patent
rights, allow third parties to commercialize our product candidates and compete directly with us, without payment to us, or result in
our inability to manufacture or commercialize drugs without infringing on third-party patent rights. In addition, if the breadth or strength
of protection provided by our patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from
collaborating with us to license, develop or commercialize current or future product candidates.

 In addition, while U.S. patents have a presumption
of validity, our patents may be challenged in the courts or patent offices in the United States and abroad. Such challenges may result
in loss of exclusivity or freedom to operate or in patent claims being narrowed, invalidated or held unenforceable, in whole or in part,
which could limit our ability to stop others from using or commercializing similar or identical product candidates, or limit the duration
of the patent protection of our product candidates. Given the amount of time required for the development, testing and regulatory review
of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized.
As a result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing drugs similar or identical
to ours.

 We hold ownership or exclusive rights to thirty (30)
U.S. patents, seventeen (17) pending U.S. patent applications, and numerous PCT and ex-U.S. patents and patent applications relating to
our drug candidates, methods associated therewith, and to our research programs. Neither patents nor patent applications necessarily ensure
the protection of our intellectual property for a number of reasons, including the following:

 1.

 Competitors may interfere with our patenting process in a variety of ways. Competitors may claim that we are not entitled to an issued patent for a variety of legal reasons. Competitors may also claim that we are infringing their patents and restrict our freedom to operate. If a court or, in some circumstances, a board of a national patent authority, agrees, we would lose some or all of our patent protection. As a company, we have no meaningful experience with competitors interfering with our patents or patent applications.

 2.

 Because of the time, money and effort involved in obtaining and enforcing patents, our management may spend less time and resources on developing potential drug compounds than they otherwise would, which could increase our operating expenses and delay product programs.

 3.

 Issuance of a patent may not provide significant practical protection. If we receive a patent of narrow scope, then it may be possible for competitors to design products that do not infringe our patent(s).

 4.

 We have patents covering, and are seeking patent protection for a number of indications, combination products and drug regimens. The lack of patent protection in global markets for a specific end product or indication may inhibit our ability to advance our compounds and may make us less attractive to potential partners.

 5.

 Defending a patent lawsuit takes significant time and can be very expensive.

 6.

 If a court decides that an Anavex compound, its method of manufacture or use, infringes on a competitor's patent, we may have to pay substantial damages for infringement.

 7.

 A court may prohibit us from making, selling or licensing the potential drug compound unless the patent holder grants a license. A patent holder is not required to grant a license. If a license is available, we may have to pay substantial royalties or grant cross licenses to our patents, and the license terms may be unacceptable.

 8.

 Redesigning our potential drug compounds so that they do not infringe on other patents may not be possible or could require substantial funds and time.

 While we use reasonable efforts to protect our trade
secrets, our employees or consultants may unintentionally or willfully disclose our information to competitors. Enforcing a claim that
someone illegally obtained and is using our trade secrets, like patent litigation, is expensive and time consuming, and the outcome is
unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Our competitors may
independently develop equivalent knowledge, methods and know-how.

 We may also support and collaborate in research conducted
by government organizations, hospitals, universities or other educational institutions. These research partners may be unable or unwilling
to grant us exclusive rights to technology or products derived from these collaborations.

 If we do not obtain required intellectual property
licenses or rights, we could encounter delays in our product development efforts while we attempt to design around other patents or even
be prohibited from developing, manufacturing or selling potential drug compounds requiring these rights or licenses. There is also a risk
that legal disputes may arise as to the rights to technology or potential drug compounds developed in collaboration with other parties,
all with attendant risk, distraction, expense, and lack of predictability.

 Patent terms may be inadequate to protect our
competitive position on our product candidates for an adequate amount of time.

 Patents have a limited lifespan. In the United States,
if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional
filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents
covering our product candidates are obtained, once the patent life has expired, we may be open to competition from competitive products,
including generics or biosimilars. Given the amount of time required for the development, testing and regulatory review of new product
candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our
owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar
or identical to ours.

 Depending upon the timing, duration and specifics
of FDA marketing approval of product candidates that we identify, one of the U.S. patents covering such product candidate or the use thereof
may be eligible for up to five years of patent term extension under the Hatch-Waxman Act. The Hatch-Waxman Act allows a maximum of one
patent to be extended per FDA approved product as compensation for the patent term lost during the FDA regulatory review process. A patent
term extension cannot extend the remaining term of a patent beyond a total of 14 years from the date of product approval and only those
claims covering such approved drug product, a method for using it or a method for manufacturing it may be extended. Patent term extension
also may be available in certain foreign countries upon regulatory approval of our product candidates. Nevertheless, we may not be granted
patent term extension either in the United States or in any foreign country because of, for example, failing to exercise due diligence
during the testing phase or regulatory review process, failing to apply within applicable deadlines, failing to apply prior to expiration
of relevant patents or otherwise failing to satisfy applicable requirements. Moreover, the term of extension, as well as the scope of
patent protection during any such extension, afforded by the governmental authority could be less than what we request. If we are unable
to obtain patent term extension or restoration, or the term of any such extension is less than we request, the period during which we
will have the right to exclusively market our product may be shortened and our competitors may obtain approval of competing products following
our patent expiration sooner, and our revenue could be reduced, possibly materially.

 Also, there are detailed rules and requirements regarding
the patents that may be submitted to the FDA for listing in the Approved Drug Products with Therapeutic Equivalence Evaluations, or the
Orange Book. We may be unable to obtain patents covering our product candidates that contain one or more claims that satisfy the requirements
for listing in the Orange Book. Even if we submit a patent for listing in the Orange Book, the FDA may decline to list the patent, or
a manufacturer of generic drugs may challenge the listing. If one of our product candidates is approved and a patent covering that product
candidate is not listed in the Orange Book, a manufacturer of generic drugs would not have to provide advance notice to us of any abbreviated
new drug application filed with the FDA to obtain permission to sell a generic version of such product candidate.

 If we fail to comply with our obligations in
the agreements under which we license intellectual property rights from third parties or otherwise experience disruptions to our business
relationships with our licensors, we could lose intellectual property rights that are important to our business.

 We are party to an exclusive license agreement with
Life Science Research Israel Ltd., with respect to certain in-licensed intellectual property related to our ANAVEX 3-71
product candidate, and we may need to obtain additional licenses from others in the future. Our license agreement with Life Science Research
Israel Ltd. imposes, and we expect that future license agreements will impose, various development, diligence, commercialization, and
other obligations on us. In spite of our efforts, our licensors might conclude that we have materially breached our obligations under
such license agreements and might therefore terminate the license agreements, thereby removing or limiting our ability to develop and
commercialize products and technology covered by these license agreements. If these in-licenses are terminated, or if the underlying patents
fail to provide the intended exclusivity, competitors or other third parties would have the freedom to seek regulatory approval of, and
to market, products identical to ours and we may be required to cease our development and commercialization of ANAVEX 3-71
or other product candidates covered by any such future licenses. Any of the foregoing could have a material adverse effect on our competitive
position, business, financial conditions, results of operations, and prospects.

 Moreover, disputes may arise regarding intellectual
property subject to a licensing agreement, including:

 the scope of rights granted under the license agreement and other interpretation-related issues;

 the extent to which our product candidates, technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

 the sublicensing of patent and other rights under our collaborative development relationships;

 our diligence obligations under the license agreement and what activities satisfy those diligence obligations;

 the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and

 the priority of invention of patented technology.

 In addition, the agreements under which we currently
license intellectual property or technology from third parties are complex, and certain provisions in such agreements may be susceptible
to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to
be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other
obligations under the relevant agreement, either of which could have a material adverse effect on our business, financial condition, results
of operations, and prospects. Moreover, if disputes over intellectual property that we have licensed prevent or impair our ability to
maintain our licensing arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize the affected
product candidates, which could have a material adverse effect on our business, financial conditions, results of operations, and prospects.

 If we do not obtain required intellectual property
licenses or rights, we could encounter delays in our product development efforts while we attempt to design around other patents or even
be prohibited from developing, manufacturing or selling potential drug compounds requiring these rights or licenses. There is also a risk
that legal disputes may arise as to the rights to technology or potential drug compounds developed in collaboration with other parties,
all with attendant risk, distraction, expense, and lack of predictability.

 Third-party claims of intellectual property
infringement may prevent or delay our development and commercialization efforts.

 Our success will also depend in part on our ability
to commercialize our compounds without infringing the proprietary rights of others. However, our research, development and commercialization
activities may be subject to claims that we infringe or otherwise violate patents or other intellectual property rights owned or controlled
by third parties. We have not conducted extensive freedom of use patent searches and no assurance can be given that patents do not exist
or could be issued which would have an adverse effect on our ability to market our technology or maintain our competitive position with
respect to our technology. Because patent applications can take many years to issue, there may be currently pending patent applications
which may later result in issued patents that our product candidates may infringe. In addition, third parties may obtain patents in the
future and claim that use of our technologies infringes upon these patents. If our compounds or other subject matter are claimed under
other United States patents or other international patents or are otherwise protected by third party proprietary rights, we may be subject
to infringement actions. In such event, we may challenge the validity of such patents or other proprietary rights, or we may be required
to obtain licenses from such companies in order to develop, manufacture or market our technology. There can be no assurances that we would
be successful in a challenge or be able to obtain such licenses or that such licenses, if available, could be obtained on commercially
reasonable terms. Furthermore, the failure to succeed in a challenge, develop a commercially viable alternative or obtain needed licenses
could be materially adverse. Adverse consequences include delays in marketing some or all of our potential drug compounds based on our
drug technology or the inability to proceed with the development, manufacture or sale of potential drug compounds requiring such licenses.
If we defend ourselves against charges of patent infringement or to protect our proprietary rights against third parties, substantial
costs will be incurred regardless of whether we are successful. Such proceedings are typically protracted with no certainty of success.
An adverse outcome could subject us to significant liabilities to third parties and force us to curtail or cease the research and development
of our technology.

 Parties making claims against us may obtain injunctive
or other equitable relief, which could effectively block our ability to further develop and commercialize ANAVEX 2-73 or
our other product candidates. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would
be a substantial diversion of employee resources from our business. In the event of a successful claim of infringement against us, we
may have to pay substantial damages, including treble damages and attorneys' fees for willful infringement, pay royalties, redesign
our infringing products or obtain one or more licenses from third parties, which may be impossible or require substantial time and monetary
expenditure. Additionally, parties making claims against us may be able to sustain the costs of complex patent litigation more effectively
than we can because they have substantially greater resources. Furthermore, because of the substantial amount of discovery required in
connection with intellectual property litigation or administrative proceedings, there is a risk that some of our confidential information
could be compromised by disclosure. In addition, any uncertainties resulting from the initiation and continuation of any litigation could
have a material adverse effect on our ability to raise additional funds or otherwise have a material adverse effect on our business, results
of operations, financial condition and prospects.

 If we are unable to protect the confidentiality
of our trade secrets, the value of our technology could be materially adversely affected and our business would be harmed.

 While we use reasonable efforts to protect our trade
secrets, our employees or consultants may unintentionally or willfully disclose our information to competitors. Enforcing a claim that
someone illegally obtained and is using our trade secrets, like patent litigation, is expensive and time consuming, and the outcome is
unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Our competitors may
independently develop equivalent knowledge, methods and know-how.

 We seek to protect our confidential proprietary information,
in part, by confidentiality agreements and invention assignment agreements with our employees, consultants, scientific advisors, contractors
and collaborators. These agreements are designed to protect our proprietary information. However, we cannot be certain that such agreements
have been entered into with all relevant parties, and we cannot be certain that our trade secrets and other confidential proprietary information
will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent
information and techniques. For example,

 any of these parties may breach the agreements and disclose our proprietary information, including
our trade secrets, and we may not be able to obtain adequate remedies for such breaches. We also seek to preserve the integrity and confidentiality
of our confidential proprietary information by maintaining physical security of our premises and physical and electronic security of our
information technology systems, but it is possible that these security measures could be breached. If any of our confidential proprietary
information were to be lawfully obtained or independently developed by a competitor, we would have no right to prevent such competitor
from using that technology or information to compete with us, which could harm our competitive position.

 We may be subject to claims that our employees,
consultants or independent contractors have wrongfully used or disclosed confidential information of third parties or that our employees
have wrongfully used or disclosed alleged trade secrets of their former employers.

 As is common in the biotechnology and pharmaceutical
industry, we employ individuals who were previously employed at universities or other biotechnology or pharmaceutical companies, including
our competitors or potential competitors. Although we try to ensure that our employees, consultants and independent contractors do not
use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants
or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary
information, of any of our employee's former employer or other third parties. Litigation may be necessary to defend against these
claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights
or personnel, which could adversely impact our business. Even if we are successful in defending against such claims, litigation could
result in substantial costs and be a distraction to management and other employees.

 We may become involved in lawsuits to protect
or enforce our patents or other intellectual property, which could be expensive, time consuming and unsuccessful and could harm our business.

 Competitors may infringe our patents or other intellectual
property. Although we are not currently involved in any litigation, if we were to initiate legal proceedings against a third party to
enforce a patent covering ANAVEX 2-73 or our other product candidates, the defendant could counterclaim that the patent
covering our product candidate is invalid and/or unenforceable. In patent litigation in the United States, defendant counterclaims alleging
invalidity and/or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several
statutory requirements, including lack of novelty, obviousness, written description or non-enablement. Grounds for an unenforceability
assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO, or
made a misleading statement, during prosecution. The outcome following legal assertions of invalidity and unenforceability is unpredictable.

 Interference or derivation proceedings provoked by
third parties or brought by us or declared by the USPTO may be necessary to determine the priority of inventions with respect to our patents
or patent applications. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights
to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable
terms or at all, or if a non-exclusive license is offered and our competitors gain access to the same technology. Our defense of litigation
or interference or derivation proceedings may fail and, even if successful, may result in substantial costs and distract our management
and other employees. In addition, the uncertainties associated with litigation could have a material adverse effect on our ability to
raise the funds necessary to continue our clinical trials, continue our research programs, license necessary technology from third parties,
or enter into development partnerships that would help us bring ANAVEX 2-73 or our other product candidates to market.

 We may be subject to claims challenging the
inventorship of our patents and other intellectual property.

 We or our licensors may be subject to claims that
former employees, collaborators or other third parties have an interest in our owned or in-licensed patents, trade secrets, or other intellectual
property as an inventor or co-inventor. For example, we or our licensors may have inventorship disputes arise from conflicting obligations
of employees, consultants or others who are involved in developing our product candidates. Litigation may be necessary to defend against
these and other claims challenging inventorship or our or our licensors' ownership of our owned or in-licensed patents, trade secrets
or other intellectual property. If we or our licensors fail in defending any such claims, in addition to paying monetary damages, we may
lose valuable intellectual property rights, such as exclusive ownership of, or right to use, intellectual property that is important to
our product candidates. Even if we are successful in defending against such claims, litigation could result in substantial costs and be
a distraction to management and other employees. Any of the foregoing could have a material adverse effect on our business, financial
condition, results of operations and prospects.

 Obtaining and maintaining our patent protection
depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent
agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

 Periodic maintenance fees, renewal fees, annuity fees
and various other governmental fees on patents and/or applications will be due to be paid to the USPTO and various governmental patent
agencies outside of the United States in several stages over the lifetime of the patents and/or applications. We have systems in place
to remind us to pay these fees, and we employ an outside firm and rely on our outside counsel to pay these fees due to non-U.S. patent
agencies. The USPTO and various non-U.S. governmental patent agencies require compliance with a number of procedural, documentary, fee
payment and other similar provisions during the patent application process. We employ reputable law firms and other professionals to help
us comply, and in many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable
rules. However, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting
in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, our competitors might be able to enter the
market and this circumstance would have a material adverse effect on our business.

 We may not be able to protect our intellectual
property rights throughout the world.

 Filing, prosecuting and defending patents on our product
candidates in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries
outside the United States can be less extensive than those in the United States. In addition, the laws of some foreign countries do not
protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently, we may not be able
to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products
made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions
where we have not obtained patent protection to develop their own products and may also export infringing products to territories where
we have patent protection, but enforcement is not as strong as that in the United States. These products may compete with our products
and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

 Changes in patent law could diminish the value
of our patents and patent applications in general, thereby impairing our ability to protect our product candidates.

 Changes in either the patent laws or interpretation
of the patent laws in the United States and other countries could increase the uncertainties and costs surrounding the prosecution of
patent applications and the enforcement or defense of issued patents. After March 2013, under the Leahy-Smith America Invents Act, or
the America Invents Act, enacted in September 2011, the United States transitioned to a first inventor to file system in which, assuming
that other requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on an
invention regardless of whether a third party was the first to invent the claimed invention. A third party that files a patent application
in the USPTO after March 2013, but before us could therefore be awarded a patent covering an invention of ours even if we had made the
invention before it was made by such third party. This will require us to be cognizant of the time from invention to filing of a patent
application. Since patent applications in the United States and most other countries are confidential for a period of time after filing
or until issuance,

 we cannot be certain that we or our licensors were the first to either (i) file any patent application related to our
product candidates or (ii) invent any of the inventions claimed in our or our licensor's patents or patent applications. The America
Invents Act also includes a number of significant changes that affect the way patent applications will be prosecuted and also may affect
patent litigation. Therefore, the America Invents Act and its implementation could increase the uncertainties and costs surrounding the
prosecution of our owned or in-licensed patent applications and the enforcement or defense of our owned or in-licensed issued patents,
all of which could have a material adverse effect on our business, financial condition, results of operations, and prospects.

 In addition, the patent positions of companies in
the development and commercialization of pharmaceuticals are particularly uncertain. Recent U.S. Supreme Court rulings have narrowed the
scope of patent protection available in certain circumstances and weakened the rights of patent owners in certain situations. This combination
of events has created uncertainty with respect to the validity and enforceability of patents, once obtained. Depending on future actions
by the U.S. Congress, the federal courts, and the USPTO, the laws and regulations governing patents could change in unpredictable ways
that could have a material adverse effect on our existing patent portfolio and our ability to protect and enforce our intellectual property
in the future.

 The risk factors disclosed in this Annual Report on
Form 10-K could materially and adversely affect our business, financial condition and results of operations. The risks described herein
are not the only risks we face. Our operations could also be affected by additional factors that are not presently known to us or by factors
that we currently consider immaterial to our business.

 ITEM 1B. UNRESOLVED STAFF
COMMENTS

 None.

 ITEM 1C. CYBERSECURITY

 Risk management and strategy

 We have implemented and maintain various information
security processes designed to identify, assess and manage material risks from cybersecurity threats to our cloud networks, third party
hosted services, communications systems, hardware and software, and our critical data, including intellectual property, confidential information
that is proprietary, strategic or competitive in nature, and data related to our clinical trials and products.

 We have processes designed to protect our information
systems, data, assets, infrastructure, and computing environments from cybersecurity threats and risks. Our cybersecurity strategy includes
the use of third-party IT professionals to assess the effectiveness of our cybersecurity practices for possible cybersecurity threats
and to manage our IT systems to mitigate these threats. We also use multi-factor authentication, maintain logical, physical and technical
controls designed to deter, prevent, mitigate and respond to cybersecurity threats. Further, we provide periodical cybersecurity reminders
to our employees and subscribe to a third-party cybersecurity training program required for all employees, to emphasize the importance
of adherence to our security policies and awareness of evolving cybersecurity threats. We also carry a separate cybersecurity commercial
insurance policy covering the potential financial losses that may occur in the event we experience a cybersecurity incident.

 Our assessment and management of material risks from
cybersecurity threats are integrated into the Company's overall risk management processes. We conduct organizational risk assessments
commensurate with our size and complexity of our operations. We are in a continuous process of reviewing and implementing incremental
information technology strategies to mitigate cybersecurity risks as new risks arise and as our operations evolve. This has led us to
engage third party professionals to assist in the implementation of processes to manage these risks. We also use third-party service providers
across a variety of functions throughout our business, such as application providers, hosting companies, contract research organizations,
contract manufacturing organizations, distributors, and supply chain resources. We have a vendor management process to help manage cybersecurity
risks associated with our use of certain of these providers. For certain vendors, these processes include a comprehensive vendor audit
process.

 As of the date of this Annual Report, we do not believe
that any past cybersecurity incidents that have been detected have materially affected, or are reasonably likely to materially affect,
our business strategy, results of operations, or financial condition.

 See " Risk Factors - Risks Related to Our
Business and Operations " for additional information about the risks to our business associated with cybersecurity or a breach
or compromise to our information security systems.

 Governance

 Our Board of Directors addresses the Company's
cybersecurity risk management as part of its general oversight function. The audit committee of the Board of Directors is responsible
for overseeing the Company's cybersecurity risk management processes, including oversight of mitigation of risks from cybersecurity
 threats. The audit committee receives periodic updates as required from senior management concerning updates to the Company's significant
cybersecurity threats and risk and the processes the Company has implemented to address them.

 Currently we have two cybersecurity experts on our
Audit Committee.

 ITEM 2. PROPERTIES

 We do not own any real property. We maintain a corporate
head office at 630 5th Avenue, 20th Floor, New York, NY, USA. During the fiscal year 2025, our costs for our physical office were approximately
$11,000 per month. We believe our offices are suitable and adequate to operate our business currently, as they provide us with sufficient
space to conduct our operations.

 ITEM 3. LEGAL PROCEEDINGS

 The Company is subject to claims and legal proceedings
that arise during the course of business. The Company is currently subject to the following lawsuits:

 On March 13, 2024, a shareholder class
action complaint was filed in the United States District Court for the Southern District of New York, and it named the Company and an
officer of the Company as Defendants. The complaint was amended on July 12, 2024 (the "Initial Action"). The complaint alleged
violations of the Securities and Exchange Act of 1934 associated with disclosures and statements made with respect to certain clinical
trials for ANAVEX 2-73 related to Rett syndrome. This lawsuit was dismissed by the United States District Court for the
Southern District of New York on June 18, 2025. The plaintiff filed a notice of appeal on July 17, 2025. Briefing on the appeal concluded
October 30, 2025. No decision has been entered. No amount has been recorded in our consolidated financial statements for any loss contingencies
associated with this lawsuit as the Company believes that it is not probable that any loss will
occur.

 On May 8, 2024,
a similar complaint was filed in the same court by Kenneth Downing, a purported shareholder of the Company, against the same defendants.
The Company believed that this lawsuit was without merit and filed a motion to dismiss the complaint. Plaintiff Downing voluntarily dismissed
this complaint subsequent to the filing of the motion to dismiss.

 On or about May 13, 2024, a derivative
lawsuit was filed against the Company (as nominal defendant), an officer of the Company, and members of the Company's Board of Directors
in the U.S. District Court for the District of Nevada by another purported shareholder. The complaint asserts various common law claims
(including breach of fiduciary duty) and violation of Section 14(a)of the Securities Exchange Act regarding the same or similar allegations
at issue in the purported class action lawsuit related to disclosures and statements made about certain clinical trials related to Rett
syndrome. On January 22, 2025, pursuant to a stipulation of the parties, the Court entered an order staying this purported derivative
lawsuit until the motion to dismiss filed by defendants in the Initial Action is decided by the U.S. District Court for the Southern District
of New York. The stay has been extended throughout the appeal. No amount has been recorded in our consolidated financial statements
for any loss contingencies associated with this lawsuit as the Company believes that it is not probable that any loss will occur.

 On February 14, 2025, another derivative
lawsuit asserting state law breach of fiduciary duty and unjust enrichment claims based upon similar allegations was filed against the
Company (as nominal defendant), an officer of the Company, and members of the Company's Board of Directors in the Supreme Court
for the State of New York, County of New York, by another purported shareholder. On August 18, 2025, pursuant to a stipulation of the
parties, the Court entered an order staying this purported derivative lawsuit until the appeal in the Initial Action is resolved. No amount
has been recorded in our consolidated financial statements for any loss contingencies associated with this lawsuit as the Company believes
that it is not probable that any loss will occur.

 We know of no
other material pending legal or governmental proceedings, other than ordinary routine litigation incidental to our business, to which
our Company or our subsidiaries are a party or of which any of their property is subject. There are no other proceedings in which any
of our directors, officers or affiliates, or any registered or beneficial stockholder holding more than 5% of our shares, or any associate
of such persons, is an adverse party or has a material interest adverse to our or our subsidiaries' interest.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market information

 Our common stock is quoted on the Nasdaq Global Select
Stock Market ("Nasdaq") under the symbol "AVXL."

 Holders of Common Stock

 As of November 24, 2025, there were approximately
49 stockholders of record, and 89,348,107 shares of our common stock were issued and outstanding. Most of our stockholders hold their
shares in street name.

 Dividends

 We have not paid any cash dividends on our common
stock and have no intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any,
for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our
Board of Directors.

 Performance Graph

 The following graph compares the performance of our
Common Stock for the periods indicated with the performance of the NASDAQ Composite Index and the NASDAQ Biotechnology Index. This graph
assumes an investment of $100 after the market closed September 30, 2020 in each of our common stock, the NASDAQ Composite Index and the
NASDAQ Biotechnology Index, and assumes reinvestment of dividends, if any. The stock price performance shown on the graph below is not
necessarily indicative of future stock price performance. This graph is not "soliciting material," is not deemed "filed"
with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language
in any such filing.

 2020

 2021

 2022

 2023

 2024

 2025

 NASDAQ Biotechnology Index (NBI)

 100.00

 119.46

 88.51

 92.88

 112.01

 114.64

 S&P Biotech ETF (XBI)

 100.00

 112.82

 71.18

 65.53

 88.67

 89.92

 AVXL

 100.00

 394.51

 226.81

 143.96

 124.84

 195.60

 Recent Sales of Unregistered Securities

 Since the beginning of our fiscal year ended September
30, 2025, we have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported
in a quarterly report on Form 10-Q or in a current report on Form 8-K.

 Repurchases of Equity Securities by Our Company
and Affiliated Purchasers

 None.

 ITEM 6 [Reserved]

 ITEM 7 MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 The following discussion should be read in conjunction
with our consolidated financial statements and related notes thereto included elsewhere in this report. Past operating results are not
necessarily indicative of results that may occur in future periods. This discussion contains forward-looking statements, which involve
a number of risks and uncertainties. See "Forward Looking Statements" included elsewhere in this report. For discussion and
analysis pertaining to 2024 overview and highlights as compared to 2023, please refer to the Company's Annual Report on Form 10-K,
filed with the Securities and Exchange Commission ("SEC") on December 23, 2024.

 Financial Operations Overview

 We are in
the pre-revenue stage and have not earned any revenues since our inception in 2004. We do not anticipate earning any revenues until we
can establish an alliance with other companies to develop, co-develop, license, acquire or market our products.

 Our operating costs consist primarily of research and development
activities including the cost of clinical studies and clinical supplies as well as clinical drug manufacturing and formulation. Research
and development expenses also include personnel related costs such as salaries and wages, and third-party contract research organization
(CRO) expenses in support of these clinical studies. Personnel costs include salaries and wages, benefits, and non-cash share-based compensation
charges associated with options and other equity awards granted to employees and consultants who are directly engaged in support of our
research and development activities.

 General and administrative expenses consist of personnel costs,
expenses for outside professional services and expenses associated with operating as a public company. Personnel costs consist of salaries
and wages, benefits and share-based compensation for general and administrative personnel. Outside professional services and public company
expenses include expenses related to compliance and reporting, additional insurance expenses, audit and SOX compliance, expenses associated
with patent research, applications and filings, investor and stockholder relations activities and other administrative expenses and professional
services.

 Comparison of fiscal year 2025 to fiscal years 2024

 Operating Expenses

 Our operating expenses for fiscal 2025 decreased to $51.4 million,
from $52.9 million in fiscal 2024. The decrease is attributable to research and development expenses, as more fully described below.

 The following table summarizes our research and development expenses for
the years ended September 30, 2025, 2024, and 2023 (in thousands):

 2025

 2024

 2023

 Costs of external service providers

 $
 16,348

 $
 21,974

 $
 22,542

 Personnel costs

 13,466

 13,676

 10,264

 Share-based compensation

 7,013

 5,813

 10,812

 Other common costs

 Total research and development costs

 $
 37,592

 $
 41,838

 $
 43,717

 External service provider cost by product candidate
was as follows (in thousands):

 2025

 2024

 2023

 ANAVEX 2-73

 $
 10,292

 $
 17,572

 $
 19,540

 ANAVEX 3-71

 5.408

 3,748

 2,624

 All other product candidates

 Other external service provider costs

 Total external service provider costs

 $
 16,348

 $
 21,974

 $
 22,542

 During fiscal 2025, we experienced an overall decrease
in total research and development expenses over the comparable fiscal 2024 financial year. The main factors driving this decrease were
as follows:

 (i)
 a decrease of approximately $3.6 million related to the Alzheimer's program due to the completion
of the ATTENTION-AD trial in the third quarter of fiscal 2024 and an overall decrease in related trial data analysis activities;

 (ii)
 a decrease of approximately $1.7 million associated with the Parkinson's program related to planning
activities for a future clinical trial in the comparable period;

 (iii)
 a decrease of approximately $1.5 million over the comparable period relating to manufacturing activities
of ANAVEX 2-73 for potential commercial use, and to support the MAA;

 (iv)
 a decrease of approximately $0.9 million related to the completion of a production run of ANAVEX 3-71
in fiscal 2024.

 (v)
 a decrease of approximately $0.8 million associated with our Rett syndrome program, due to the completion
of the ANAVEX 2-73 EXCELLENCE OLE in the third quarter of fiscal 2024.

 The above decreases were partially offset by an increase
of approximately $3.0 million related to completion of Part B of the ANAVEX 3-71-SZ-001
 trial during fiscal 2025, which was substantially larger in size than the preceding Part A during fiscal 2024.

 General and administrative expenses were $13.8 million
for the fiscal 2025 financial year, as compared to $11.0 million in fiscal 2024. The primary reason for the increase in general and administrative
expenses was an increase in legal fees of $1.7 million, related to legal/regulatory matters, a new shelf registration statement, and various
class action lawsuits.

 We expect to see our research and development expenditures increase
from current levels as we continue to advance our pipeline compounds.

 Other income (net)

 Net other income for the year ended September 30, 2025 was $5.0
million as compared to $9.9 million for fiscal 2024. The primary reason for the decrease in other income was due to a decrease of $2.6
million in interest income as a result of withdrawals in principal balance applied to excess funds invested in a money market as well
as a market wide decrease in interest rates.

 During fiscal 2025, we recorded $0.6 million in research and development incentive
income, consisting of the Australian research and development incentive credit administered through the ATO, in connection with fiscal
2025 eligible expenditures. In comparison, research and development incentive income for fiscal 2024 was $2.3 million in connection with
fiscal 2024 eligible expenditures. This income is driven by the clinical trial expenditures incurred in Australia, and the decrease year
over year is a result of the completion of eligible R&D clinical trials in Australia. We expect to continue to receive support from
the Australian government for future clinical trials which we plan to conduct, in part, within Australia.

 Net loss for fiscal 2025 was $46.4 million, or $0.54
per share, compared to a net loss of approximately $43.0 million, or $0.52 per share for fiscal 2024.

 Liquidity and Capital Resources

 Working Capital (in thousands)

 2025

 2024

 Current Assets

 $
 103,815

 $
 135,567

 Current Liabilities

 8,946

 15,304

 Working Capital

 $
 94,869

 $
 120,263

 At September 30, 2025, we had $102.6 million in cash and cash
equivalents, a decrease from $132.2 million at September 30, 2024.

 We intend to continue to use our capital resources to advance
our clinical trials for ANAVEX 2-73 and ANAVEX 3-71, and to perform work necessary to prepare for future
development of our pipeline compounds.

 Cash Flows

 Following is a summary
of sources of cash flows for the years ended September 30, 2025, 2024 and 2023 (in thousands):

 2025

 2024

 2023

 Cash flows used in operating activities

 $
 (39,044
)

 $
 (30,812
)

 $
 (27,785
)

 Cash flows provided by financing activities

 9,434

 11,975

 29,651

 (Decrease)/increase in cash

 $
 (29,610
)

 $
 (18,837
)

 $
 1,866

 Cash flow used in operating activities

 There was an increase in cash used in operating activities of
$8.2 million during fiscal 2025. The principal reason for this is due to a large decrease in accounts payable during the year, as compared
to a large increase in the comparable financial year, principally due to timing of payments for a large manufacturing campaign of ANAVEX 2-73.

 Cash flow provided by financing activities

 Cash provided by financing activities in fiscal 2025 was $9.4
million, comprised primarily of net cash received of $9.2 million related to the issuance of common shares pursuant to the at-the-market
offering and $2.9 million in cash from the exercise of stock options by our employees. We utilized $2.7 million to satisfy tax withholding
obligations associated with the net exercise of two expiring employee stock options to our CEO, in exchange for the withholding of shares.

 Cash provided by financing activities in fiscal 2024 was $12.0
million, comprised of $11.3 million attributable to cash received from the issuance of common shares under the 2023 Purchase Agreement
and $0.7 million received pursuant to the exercise of stock options.

 Other Financings

 Sales Agreement

 On July 25, 2025, we entered into a Sales Agreement
(the "Sales Agreement") with TD Securities (USA) LLC (the "Sales Agent"). Pursuant to the Sales Agreement, the
Company may offer and sell up to an aggregate offering price of $150 million (the "Offering") in shares of common stock from
time to time through the Sales Agent.

 Upon delivery of a placement notice based on our instructions
and subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell shares of common stock by methods deemed to be
an "at the market offering", in negotiated transactions at market prices prevailing at the time of sale or at prices related
to such prevailing market prices, or by any other method permitted by law, including negotiated transactions, subject to our prior written
consent. We are not obligated to make any sales of shares under the Sales Agreement. We or the Sales Agent may suspend or terminate the
Offering upon notice to the other party, subject to certain conditions. The Sales Agent will act as sales agent on a commercially reasonable
efforts basis consistent with its normal trading and sales practices, applicable state and federal law, rules and regulations and the
rules of Nasdaq.

 We have agreed to pay the Sales Agent commissions
for its services of up to 3.0% of the gross proceeds from the sale of shares of Common Stock pursuant to the Sales Agreement. We have
also agreed to provide the Sales Agent with customary indemnification and contribution rights.

issued an aggregate of 927,910 shares of Common Stock under the Sales Agreement for net proceeds of $9.2 million, after deducting commissions
and offering expenses.

 At September 30, 2025, there was an unused amount
of $140.4 million under the Sales Agreement.

 2023 Purchase Agreement

 On February 3, 2023, we entered into a $150,000,000
purchase agreement (the "2023 Purchase Agreement") with Lincoln Park Capital Fund, LLC ("Lincoln Park"), pursuant
to which we have the right to sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $150.0 million in value
of our shares of Common Stock from time to time over a three-year period until February 3, 2026.

 On any business day and subject to having an effective
registration statement and subject to certain customary conditions, we may direct Lincoln Park to purchase up to 200,000 shares of Common
Stock (such purchases, "Regular Purchases"). The amount of a Regular Purchase may increase under certain circumstances based
on the market price of the Common Stock; provided, however, that Lincoln Park's committed obligation under any Regular Purchase
shall not exceed $4.0 million. The purchase price of shares of Common Stock will be based on the then prevailing market prices of such
shares at the time of sales as described in the 2023 Purchase Agreement. There are no limits on the price per share that Lincoln Park
may pay to purchase Common Stock under the 2023 Purchase Agreement. In addition, if we have directed Lincoln Park to purchase the full
amount of Common Stock available as a Regular Purchase on a given day, we may direct Lincoln Park to purchase additional amounts as "accelerated
purchases" and "additional accelerated purchases," each as set forth in the 2023 Purchase Agreement.

 The 2023 Purchase Agreement limits the Company's
sale of shares of Common Stock to Lincoln Park to 15,606,426 shares of Common Stock, representing 19.99% of the shares of the Common Stock
outstanding on the date of the 2023 Purchase Agreement unless (i) stockholder 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 2023 Purchase Agreement equals or exceeds the lower
of (A) the closing price of the Common Stock on the Nasdaq Capital Market immediately preceding the Execution Date 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 Execution Date.

 The 2023 Purchase Agreement also prohibits the Company
from directing Lincoln Park to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock
then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park and its affiliates having beneficial ownership,
at any single point in time, of more than 4.99% of the then total outstanding shares of Common Stock, as calculated pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder.

 In consideration for entering into the 2023 Purchase
Agreement, the Company issued to Lincoln Park 75,000 shares of Common Stock as a commitment fee (the "initial commitment shares")
during the year ended September 30, 2023 and agreed to issue up to 75,000 shares pro rata (collectively with the initial commitment shares,
the "commitment shares"), when and if, Lincoln Park purchased, at the Company's discretion, the $150.0 million aggregate
commitment.

did not issue any shares of common stock under the 2023 Purchase Agreement. During the year ended September 30, 2024, the Company issued
to Lincoln Park an aggregate of 2,455,646 shares of Common Stock under the 2023 Purchase Agreement, including 2,450,000 shares of Common
Stock for an aggregate purchase price of $11.3 million and 5,646 commitment shares.

 On September 30, 2025, there was an unused amount
of $110.8 million under the 2023 Purchase Agreement. The Company will need to file a prospectus supplement in order to access funds under
the 2023 Purchase Agreement.

 Off-Balance Sheet Arrangements

 We have no off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 Application
of Critical Accounting Policies

 Our
financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States.
Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities,
revenue and expenses. These estimates and assumptions are affected by management ' s
application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with
the following aspects of our financial statements is critical to an understanding of our financial statements.

 We base our assumptions and estimates on historical experience
and other sources that we believe to be reasonable at the time. Actual results may vary from our estimates due to changes in circumstances,
politics, global economics, general business conditions and other factors. Our significant estimates are related to the valuation of warrants
and options.

 There are accounting policies that we believe are significant
to the presentation of our financial statements. The most significant of these accounting policies relates to the accounting for our research
and development expenses and share-based compensation expense.

 Research and Development Expenses

 Research
and development costs are expensed as incurred. These expenses are comprised of the costs of the Company ' s
proprietary research and development efforts, including preclinical studies, clinical trials, manufacturing costs, employee salaries and
benefits and share-based compensation expense, contract services including external research and development expenses incurred under arrangements
with third parties such as contract research organizations ( " CROs "),
facilities costs, overhead costs and other related expenses. Milestone payments made by the Company to third parties are expensed when
the specific milestone has been achieved. Manufacturing costs are expensed as incurred in accordance with Accounting Standard Codification
( " ASC ")
730, Research and Development, as these materials have no alternative future use outside of their intended use.

 Nonrefundable advance payments for goods or services that will
be used or rendered for future research and development activities are deferred and amortized over the period that the goods are delivered,
or the related services are performed, subject to an assessment of recoverability. The Company makes estimates of costs incurred in relation
to external CROs, and clinical site costs. The Company analyzes the progress of clinical trials, including levels of patient enrollment,
invoices received and contracted costs when evaluating the adequacy of the amount expensed and the related prepaid asset and accrued liability.
Significant judgments and estimates must be made and used in determining the accrued balance and expense in any accounting period. The
Company reviews and accrues CRO expenses and clinical trial study expenses based on work performed and relies upon estimates of those
costs applicable to the stage of completion of a study. Accrued CRO costs are subject to revisions as such trials progress to completion.
Revisions are charged to expense in the period in which the facts that give rise to the revision become known. With respect to clinical
site costs, the financial terms of these agreements are subject to negotiation and vary from contract to contract. Payments under these
contracts may be uneven and depend on factors such as the achievement of certain events, the successful recruitment of patients, the completion
of portions of the clinical trial or similar conditions. The objective of our policy is to record expenses in our financial statements
based on actual services received and efforts expended. As such, expense accruals related to clinical site costs are recognized based
on our estimate of the degree of completion of the event or events specified in the specific clinical trial contract.

 In addition, we incur expenses in respect of the acquisition
of intellectual property relating to patents and trademarks. The probability of success and length of time to develop commercial applications
of the drugs subject to the acquired patents and trademarks is difficult to determine and numerous risks and uncertainties exist with
respect to the timely completion of the development projects. There is no assurance the acquired patents and trademarks will ever be successfully
commercialized. Due to these risks and uncertainties, we expense the acquisition of patents and trademarks.

 Share-based Compensation

 We account for all share-based payments and awards under the
fair value-based method.

 The fair value of all share purchase options and warrants are
expensed over their contractual vesting period, or over the expected performance period for only the portion of awards expected to vest,
in the case of milestone-based vesting, with a corresponding increase to additional paid-in capital.

 Compensation costs for share-based payments with graded vesting
are recognized on a straight-line basis. Share-based compensation expense is adjusted for actual forfeitures of unvested awards as they
occur.

 We have granted share purchase option awards that vest upon
achievement of certain performance criteria, or milestone-based awards. We estimate an implicit service period for achieving performance
criteria for each award and recognize the resulting fair value as expense over the implicit service period when we conclude that achieving
the performance criteria is probable. We periodically review and update as appropriate our estimates of implicit service periods and conclusions
on achieving the performance criteria. Performance awards vest upon achievement of the performance criteria.

 We
use the Black-Scholes option valuation model to calculate the fair value of share purchase options and warrants at the date of the grant.
This model requires the input of subjective assumptions, including the expected price volatility, and expected life of each award.
These assumptions consist of estimates of future market conditions, which are inherently uncertain, and therefore, are subject to management ' s
judgment. Changes in these assumptions can materially affect the fair value estimates.

 RECENT ACCOUNTING PRONOUNCEMENTS

 For a discussion of recent accounting pronouncements and their
possible effect on our results, see Note 2 to our Consolidated Financial Statements found elsewhere in this Annual Report.

 ITEM 7A QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

 Interest Rate Risk

 We invest our excess cash in investment-grade, interest-bearing
securities. The primary objective of our investment policy is to preserve principal and liquidity. To achieve this objective, our investment
policy allows for investments in domestic money market certificates, certificates of deposit, money market funds, bonds or commercial
papers, and establishes diversification and credit quality requirements and limits investments by maturity and issuer. At September 30,
2025 and 2024, the majority of our excess cash was held in a JP Morgan Chase Prime Money Market Fund. The average amount invested at any
given time throughout the year ended September 30, 2025 was $109.3 million (high: $127.0 million; low: $90.6 million) and the average
rate of return was 4.28%. A hypothetical 100 basis point change in interest rates during any of the periods presented would not have a
material impact on the fair market value of our cash and cash equivalents as of September 30, 2025 and 2024 and would impact our net loss
by approximately $1.1 million. To date, we have not experienced a loss of principal on any of our investments and as of September 30,
2025, we did not have any allowance for credit losses from our cash and cash equivalents.

 Foreign Exchange Risk

 We face foreign exchange risk as a result of entering
into transactions denominated in currencies other than U.S. dollars and as a result of the existence of sales and incentive tax receivables
denominated in other than U.S. dollars. Due to the uncertain timing of expected payments in foreign currencies, we do not utilize any
forward exchange contracts. All foreign transactions settle on the applicable spot exchange basis at the time such payments are made.
Volatile market conditions and supply chain shortages may result in significant changes in exchange rates, and in particular a change
in foreign currencies values relative to the U.S. dollar may affect our operating expenses as expressed in U.S. dollars. An adverse movement
in foreign exchange rates could have a material effect on payments made to foreign suppliers.

 For the year ended September 30, 2025, a majority
of our expenses were denominated in U.S. dollars. A hypothetical 10% change in foreign exchange rates applied to foreign currency transactions
for the year ended September 30, 2025 would not have had a material impact on our consolidated financial statements.

 At September 30, 2025, we held net assets of $1.9
million (AUD $2.9 million) denominated in Australian dollars. A hypothetical 10% change in foreign exchange rates at September 30, 2025
would result in a change in reported net assets of +/- $0.19 million.

 Inflation Risk

 Inflation generally may affect us by increasing our
cost of labor and clinical trial costs. We do not believe that inflation has had a material impact on our results of operations during
the periods presented.

 ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA

 ANAVEX LIFE SCIENCES CORP.

 CONSOLIDATED FINANCIAL STATEMENTS

 September 30, 2025

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Board of Directors and Stockholders
Anavex Life Sciences Corp.

 Opinion on the financial statements

 We have audited the accompanying consolidated balance sheets of Anavex
Life Sciences Corp. (a Nevada corporation) and subsidiaries (the "Company") as of September 30, 2025 and 2024, the related
consolidated statements of operations and comprehensive loss, changes in stockholders' equity, and cash flows for each of the three
years in the period ended September 30, 2025, and the related notes (collectively referred to as the "consolidated financial
statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the three years
in the period ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America.

 We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of
September 30, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO"), and our report dated November 25, 2025 expressed an
unqualified opinion.

 Basis for opinion

 These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement
of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical audit matters

 Critical audit matters are matters arising from the current period audit
of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts
or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.

 /s/ GRANT THORNTON LLP

 We have served as the Company's auditor since 2022.

 Melville, New York

 F- 2

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Board of Directors and Stockholders
Anavex Life Sciences Corp.

 Opinion on internal control over financial reporting

 We have audited the internal control over financial reporting of Anavex
Life Sciences Corp. (a Nevada corporation) and subsidiaries (the "Company") as of September 30, 2025, based on criteria established
in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO"). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting
as of September 30, 2025, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

 We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States) ("PCAOB"), the consolidated financial statements of the Company as of and for the
year ended September 30, 2025, and our report dated November 25, 2025 expressed an unqualified opinion
on those financial statements.

 Basis for opinion

 The Company's management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included
in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an
opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.

 Definition and limitations of internal control over financial reporting

 A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

 Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

 /s/ GRANT THORNTON LLP

 Melville, New York

 F- 3

 Consolidated
Balance Sheets

 (in
thousands, except share and per share amounts)

 September 30,

 2025

 2024

 Assets

 Current

 Cash and cash equivalents

 $
 102,577

 $
 132,187

 Incentive and tax receivables

 2,449

 Prepaid expenses and other current assets

 Total Assets

 $
 103,815

 $
 135,567

 Liabilities and Stockholders' Equity

 Current Liabilities

 Accounts payable

 $
 4,249

 $
 9,627

 Accrued liabilities - Note 3

 3,892

 4,835

 Deferred grant income - Note 4

 Total Liabilities

 $
 8,946

 $
 15,304

 Commitments and Contingencies - Note 6

 Capital stock

 Authorized:

 10,000,000 preferred stock, par value $ 0.001 per share

 —

 —

 200,000,000 common stock, par value $ 0.001 per share

 Issued and outstanding:

 86,668,521 common shares (2024 - 84,795,517)

 Additional paid-in capital

 477,230

 456,249

 Accumulated deficit

 ( 382,448
)

 ( 336,071
)

 Total Stockholders' Equity

 $
 94,869

 $
 120,263

 Total Liabilities and Stockholders' Equity

 $
 103,815

 $
 135,567

 See
Accompanying Notes to Consolidated Financial Statements

 F- 4

 Consolidated
Statements of Operations and Comprehensive Loss

 (in
thousands, except share and per share amounts)

 Years Ended September 30,

 2025

 2024

 2023

 Operating expenses

 General and administrative

 $
 13,816

 $
 11,039

 $
 12,046

 Research and development

 37,592

 41,838

 43,717

 Total operating expenses

 51,408

 52,877

 55,763

 Operating loss

 ( 51,408
)

 ( 52,877
)

 ( 55,763
)

 Other income (expense)

 Grant income

 Research and development incentive income

 2,291

 2,718

 Interest income, net

 4,678

 7,320

 6,519

 Other financing expense

 —

 —

 ( 964
)

 Foreign exchange gain (loss)

 ( 332
)

 ( 40
)

 Total other income, net

 5,031

 9,875

 8,258

 Net loss and comprehensive loss

 $
)

 $
)

 $
)

 Net Loss per share

 Basic and diluted

 $
 ( 0.54
)

 $
 ( 0.52
)

 $
 ( 0.60
)

 Weighted average number of shares outstanding

 Basic and diluted

 85,289,447

 83,468,049

 79,787,596

 See
Accompanying Notes to Consolidated Financial Statements

 F- 5

 Consolidated
Statements of Cash Flows

 (in
thousands, except share and per share amounts)

 Years ended September 30,

 2025

 2024

 2023

 Cash Flows used in Operating Activities

 $
)

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operations:

 Non cash financing related charges

 —

 —

 Share based compensation

 11,549

 9,438

 16,370

 Changes in working capital balances related to operations:

 Incentive and tax receivables

 1,640

 Prepaid expenses and deposits

 ( 278
)

 ( 299
)

 Accounts payable

 ( 5,378
)

 5,305

 Accrued liabilities

 ( 943
)

 ( 2,460
)

 1,350

 Deferred grant income

 ( 37
)

 ( 75
)

 Net cash used in operating activities

 ( 39,044
)

 ( 30,812
)

 ( 27,785
)

 Cash Flows provided by Financing Activities

 Issuance of common shares, net of share issue costs

 9,198

 11,284

 27,875

 Payment for taxes related to cashless exercise of options

 ( 2,707
)

 —

 —

 Proceeds from exercise of stock options

 2,943

 1,776

 Net cash provided by financing activities

 9,434

 11,975

 29,651

 (Decrease) Increase in cash and cash equivalents during the year

 ( 29,610
)

 ( 18,837
)

 1,866

 Cash and cash equivalents, beginning of year

 132,187

 151,024

 149,158

 Cash and cash equivalents, end of year

 $
 102,577

 $
 132,187

 $
 151,024

 Supplemental Cash Flow Information

 Cash paid for state and local franchise taxes

 $

 $

 $

 Common stock issued upon cashless exercise of stock options

 $
 1,493

 $
 —

 $
 —

 See
Accompanying Notes to Consolidated Financial Statements

 F- 6

 Anavex Life Sciences Corp.

 Consolidated Statements of Changes in Stockholders' Equity

 (in thousands, except share and per share amounts)

 Additional Paid-in

 Accumulated

 Shares

 Par Value

 Capital

 Deficit

 Total

 Balance, October 1, 2022

 77,942,815

 $

 $
 387,977

 $
 ( 245,564
)

 $
 142,491

 Shares issued under 2023 Purchase Agreement

 Initial Commitment shares

 75,000

 —

 —

 Purchase shares

 3,275,000

 27,872

 —

 27,875

 Commitment shares

 13,943

 —

 —

 —

 —

 Shares issued pursuant to exercise of stock options

 759,753

 1,775

 —

 1,776

 Share based compensation

 —

 —

 16,370

 —

 16,370

 —

 —

 —

)

)

 Balance, September 30, 2023

 82,066,511

 434,839

 ( 293,069
)

 141,852

 Shares issued under 2023 Purchase Agreement

 Purchase shares

 2,450,000

 11,281

 —

 11,284

 Commitment shares

 5,646

 —

 —

 —

 —

 Shares issued pursuant to exercise of stock options

 273,360

 —

 —

 Share based compensation

 —

 —

 9,438

 —

 9,438

 —

 —

 —

)

)

 Balance, September 30, 2024

 84,795,517

 $

 $
 456,249

 $
 ( 336,071
)

 $
 120,263

 Shares issued under 2025 Sales Agreement

 927,910

 9,197

 —

 9,198

 Shares issued pursuant to exercise of stock options

 646,488

 2,942

 —

 2,943

 Shares issued pursuant to cashless exercise of stock options

 737,500

 1,492

 —

 1,493

 Shares withheld related to cashless exercise of stock option

 ( 438,894
)

 ( 1
)

 ( 4,199
)

 —

 ( 4,200
)

 Share based compensation

 —

 —

 11,549

 —

 11,549

 —

 —

 —

)

)

 Balance, September 30, 2025

 86,668,521

 $

 $
 477,230

 $
 ( 382,448
)

 $
 94,869

 See
Accompanying Notes to Consolidated Financial Statements

 F- 7

 Notes

30, 2025 – Page 1

 Note 1 Business Description and Basis of Presentation

 Business

 Anavex Life Sciences Corp. ("Anavex" or
the "Company") is a clinical stage biopharmaceutical company engaged in the development of differentiated therapeutics by
applying precision medicine to central nervous system ("CNS") diseases with high unmet need. Anavex analyzes genomic data
from clinical trials to identify biomarkers, which are used in the analysis of its clinical trials for the treatment of neurodegenerative
and neurodevelopmental diseases.

 The Company's focus is on developing innovative
treatments for Alzheimer's disease, Parkinson's disease, schizophrenia, neurodevelopmental, neurodegenerative, and rare diseases,
including Rett syndrome, and other central nervous system (CNS) disorders.

 Basis of Presentation

 These consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") and the instructions to Form
10-K and have been prepared under the accounting principles generally accepted in the United States of America ("U.S. GAAP").

 Certain immaterial amounts from prior periods have
been reclassified to conform to the current year's presentation.

 Liquidity

 All of the Company's potential drug compounds
are in the clinical development stage and the Company cannot be certain that its research and development efforts will be successful or,
if successful, that its potential drug compounds will ever be approved for sales to pharmaceutical companies or generate commercial revenues.
To date, the Company has not generated any revenue from our operations. The Company expects the business to continue to experience negative
cash flows from operations for the foreseeable future and cannot predict when, if ever, its business might become profitable.

 Management believes that the current working capital
position will be sufficient to meet the Company's working capital requirements beyond the next 12 months after the date that these
consolidated financial statements are issued. The process of drug development can be costly, and the timing and outcomes of clinical trials
are uncertain. The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The
actual amount of the Company's expenditures will vary depending upon a number of factors including but not limited to the design,
timing and duration of future clinical trials, the progress of the Company's research and development programs and the level of
financial resources available. The Company has the ability to adjust its operating plan spending levels based on the timing of future
clinical trials.

 Other than our rights related to the 2025 Sales Agreement
and the 2023 Purchase Agreement (as defined below in Note 5), there can be no assurance that additional financing will be available when
needed or, if available, that it can be obtained on commercially reasonable terms. The Company will need to file a prospectus supplement
in order to access funds under the 2023 Purchase Agreement. If the Company is not able to obtain the additional financing on a timely
basis, if and when it is needed, it will be forced to delay or scale down some or all of its research and development activities.

 F- 8

 Notes
30, 2025 – Page 2

 Note 2 Summary of Significant Accounting Policies

 Use of Estimates

 The preparation of financial statements in accordance
with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates
estimates and assumptions related to accounting for research and development costs, incentive and tax receivables, valuation and recoverability
of deferred tax assets, share based compensation, and loss contingencies. The Company bases its estimates and assumptions on current facts,
historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not
readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's
estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will
be affected.

 Principles of Consolidation

 These consolidated financial statements include the
accounts of Anavex Life Sciences Corp. and its wholly-owned subsidiaries, Anavex Australia Pty Limited ("Anavex Australia"),
a company incorporated under the laws of Australia, Anavex Germany GmbH, a company incorporated under the laws of Germany, and Anavex
Canada Ltd., a company incorporated under the laws of the Province of Ontario, Canada. All inter-company transactions and balances have
been eliminated.

 Cash and equivalents

 The Company considers only
those investments which are highly liquid, readily convertible to cash and that mature within three months from the date of purchase to
be cash equivalents.

 Highly
liquid investments that are considered cash equivalents include money market accounts, money market funds and certificates
of deposit. The carrying value of cash equivalents approximates fair value due to the short-term maturity of these securities. The Company's
investment policy allows for investments in domestic money market certificates, certificates of deposit, money market funds, bonds or
commercial papers, and establishes diversification and credit quality requirements and limits investments by maturity and issuer. The
Company currently maintains the majority of its investments at one large well known financial institution.

 The
Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the
Federal Deposit Insurance Corporation (FDIC) up to $ 250,000, under current regulations. At September 30, 2025 and 2024, substantially
all of the Company's cash balances were in excess of these federally insured limits. The Company mitigates this risk by maintaining
the majority of its cash balances in a large well-known financial institution. The Company has not experienced any losses in such accounts.

 Research and Development Expenses

 Research and development costs are expensed as incurred.
These expenses are comprised of the costs of the Company's proprietary research and development efforts, including preclinical studies,
clinical trials, manufacturing costs, employee salaries and benefits and share-based compensation expense, contract services including
external research and development expenses incurred under arrangements with third parties such as contract research organizations ("CROs"),
facilities costs, overhead costs and other related expenses. Milestone payments made by the Company to third parties are expensed when
the specific milestone has been achieved. Manufacturing costs are expensed as incurred in accordance with Accounting Standard Codification
("ASC") 730, Research and Development, as these materials have no alternative future use outside of their intended
use.

 F- 9

 Notes
30, 2025 – Page 3

 Nonrefundable advance payments for goods or services
that will be used or rendered for future research and development activities are deferred and amortized over the period that the goods
are delivered, or the related services are performed, subject to an assessment of recoverability. The Company makes estimates of costs
incurred in relation to external CROs, and clinical site costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes
progress of the trials and studies including the phase or completion of events, invoices received and contracted costs. Judgments and
estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company's
estimates. The Company's historical accrual estimates have not been materially different from actual costs.

 In addition, the Company incurs expenses in respect
of intellectual property costs relating to patents and trademarks. The probability of success and length of time to develop commercial
applications of the drugs subject to the underlying patent and trademark costs is difficult to determine and numerous risks and uncertainties
exist with respect to the timely completion of the development projects. There is no assurance the drugs subject to the underlying patents
and trademarks will ever be successfully commercialized.

 Due to these risks and uncertainties, the patent and
trademark costs do not meet the definition of an asset and thus are expensed as incurred within general and administrative expenses.

 Research and Development Incentive Income

 The Company is eligible to obtain certain research
and development tax credits, including, through its wholly owned subsidiary Anavex Australia, the Australian research and development
tax incentive credit (the "Australia R&D credit") through a program administered through the Australian Tax Office (the
"ATO") and AusIndustry, a division of the Australian Government's Department of Industry, Innovation and Science ("AusIndustry").
The Australia R&D credit program provides for a cash refund based on a percentage of eligible research and development activities
undertaken in Australia by Anavex Australia. Anavex Australia is also eligible under the Australia R&D credit program to receive the
cash refund for certain research and development expenses incurred by Anavex Australia outside of Australia, to the extent such expenses
are pre-approved by AusIndustry pursuant to an advanced overseas finding application.

 The Australia R&D credit program is available
to eligible companies with an annual aggregate revenue of less than $20.0 million Australian during the reimbursable period at a rate
of 18.5% above the claimant's company tax rate in Australia.

 The tax incentives are available on the basis of specific
criteria with which the Company must comply. Although the tax incentive may be administered through the local tax authority, the Company
has accounted for the incentives outside of the scope of ASC Topic 740, Income Taxes ("ASC 740"), since the incentives
are not linked to the Company's taxable income and can be realized regardless of whether the Company has generated taxable income
in the respective jurisdictions.

 With respect to the Australia R&D credit, as there
is no authoritative guidance under GAAP for accounting for grants to for-profit business entities, the Company accounts for the grant
by analogy to IAS20 Accounting for Government Grants and Disclosure of Government Assistance ("IAS 20"). The Company
recognizes the research and development incentive income as it incurs costs eligible for reimbursement under the Australia R&D credit
program when it is reasonably assured that the cash incentive will be received, as evidenced through enrollment in the program and when
the applicable conditions under the program have been met. The Company accrues for the amount of cash refund it expects to receive in
relation to research and development expenses outside of Australia only to the extent it has received advanced approval from AusIndustry,
pursuant to an approved advanced overseas finding application.

 In addition, Anavex Australia and Anavex Canada incur
Goods and Services Tax (GST) on certain services provided by local vendors. As a domestic entity in those jurisdictions, Anavex Australia
and Anavex Canada are entitled to a refund of the GST paid. Similarly, Anavex Germany incurs Value Added Tax (VAT) on certain services
provided by local vendors, to which it is entitled to a refund of such VAT paid. The Company's estimate of the amount of cash refund
it expects to receive related to GST and VAT incurred is included in Incentive and tax receivables in the accompanying consolidated balance
sheets.

 F- 10

 Notes
30, 2025 – Page 4

 License Fees

 The
Company expenses amounts paid to acquire licenses associated with products under development when the ultimate recovery of the amounts
paid is uncertain and the technology has no alternative future use when acquired. Acquisitions of technology licenses are charged to expense
or capitalized based on management's assessment regarding the ultimate recoverability of the amounts paid and the potential for
alternative future use. The Company has determined that the technological feasibility for its product candidates is reached when the requisite
regulatory approvals are obtained to make the product available for sale.

 Basic and Diluted Loss per Share

 Basic income/(loss) per common share is computed by
dividing net income/(loss) available to common stockholders by the weighted average number of common shares outstanding during the period.
Diluted income/(loss) per common share is computed by dividing net income/(loss) available to common stockholders by the sum of (1) the
weighted-average number of common shares outstanding during the period, (2) the dilutive effect of the assumed exercise of options and
warrants using the treasury stock method and (3) the dilutive effect of other potentially dilutive securities. For purposes of the diluted
net loss per share calculation, options and warrants are potentially dilutive securities and are excluded from the calculation of diluted
net loss per share because their effect would be anti-dilutive.

 As of September 30, 2025, diluted loss per share excludes
 14,971,583 potentially dilutive common shares (2024 - 15,047,754; 2023 – 14,271,780) related to outstanding options and warrants,
as their effect was anti-dilutive.

 Financial Instruments

 The book value of the Company's financial instruments,
consisting of cash and equivalents, incentive and tax receivables, accounts payable and accrued liabilities approximate their fair value
due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed
to significant interest, currency or credit risks arising from these financial instruments.

 Foreign Currency Translation

 The functional currency of the Company is the US dollar.
Monetary items denominated in a foreign currency are translated into US dollars at exchange rates prevailing at the balance sheet date
and non-monetary items are translated at exchange rates prevailing when the assets were acquired, or obligations incurred. Foreign currency
denominated expense items are translated at exchange rates prevailing on the transaction date. Unrealized gains or losses arising from
the translations are credited or charged to income in the period in which they occur.

 The Company has determined that the functional currency
of Anavex Australia Pty Limited, Anavex Germany GmbH, and Anavex Canada Ltd. is also the US dollar.

 Segment and Geographic Reporting

 The Company determines and presents operating segments
based on the information that is internally provided to the Company's chief operating decision maker ("CODM"), its Chief
Executive Officer, in accordance with ASC 280, Segment Reporting. The Company has determined that it operates in a single business segment,
which is a clinical-stage biopharmaceutical company developing differentiated therapeutics by applying precision medicine to central nervous
system ("CNS") diseases with high unmet need. Refer to Note 8 – Segmented Information for further information related
to the Company's segment.

 F- 11

 Notes
30, 2025 – Page 5

 Grant Income

 Grant income is recognized at the fair value of the
grant when it is received, and all substantive conditions have been satisfied. Grants received from government and other agencies in advance
of the specific research and development costs to which they relate are deferred and recognized in the consolidated statements of operations
and comprehensive loss in the period they are earned, typically when the related research and development costs are incurred.

 Income Taxes

 The Company follows the provisions of ASC 740, which
requires the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

 The Company follows the provisions of ASC 740 regarding
accounting for uncertainty in income taxes. The Company initially recognizes tax positions in the financial statements when it is more
likely than not the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently
measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax
authority assuming full knowledge of the position and all relevant facts. Application requires numerous estimates based on available information.
The Company considers many factors when evaluating and estimating its tax positions and tax benefits, and its recognized tax positions
and tax benefits may not accurately anticipate actual outcomes. As additional information is obtained, there may be a need to periodically
adjust the recognized tax positions and tax benefits. These periodic adjustments may have a material impact on the consolidated statements
of operations and comprehensive loss.

 The Company recognizes interest and penalties related
to current income tax expense on the interest income, net line, in the accompanying consolidated statements of operations and comprehensive
loss. Accrued interest and penalties, if any, are included in accrued liabilities on the consolidated balance sheets.

 Share-based Compensation

 The Company accounts for all share-based payments
and awards under the fair value method.

 The fair value of all share-based payments are expensed
over their contractual vesting period, or over the expected performance period for only the portion of awards expected to vest, in the
case of milestone-based vesting, with a corresponding increase to additional paid-in capital.

 Compensation costs for share-based payments with graded
vesting are recognized on a straight-line basis. Stock based compensation expense is adjusted for actual forfeitures of unvested awards
as they occur.

 The Company has granted share purchase option awards
that vest upon achievement of certain performance criteria, or milestone-based awards. The Company estimates an implicit service period
for achieving performance criteria for each award and recognizes the resulting fair value as expense over the implicit service period
when it concludes that achieving the performance criteria is probable. The Company periodically reviews and updates as appropriate its
estimates of implicit service periods and conclusions on achieving the performance criteria. Performance awards vest upon achievement
of the performance criteria.

 F- 12

 Notes
30, 2025 – Page 6

 The Company uses the Black-Scholes option valuation
model to calculate the fair value of share-based awards at the date of the grant. This model requires the input of subjective assumptions,
including the expected price volatility and expected life of each award. The Company uses the U.S. Treasury daily treasury yield
curve rates for the expected term of the option as the risk-free rate. The expected term represents the period that options granted are
expected to be outstanding using the simplified method. Historically, the Company's historical share option exercise experience
did not provide sufficient basis for estimating the expected term. Expected volatility is based on the average of the daily share price
changes over the expected term. The Company does not estimate forfeitures and elects to record actual forfeitures as they occur. The Company
has not paid any dividends on its common stock historically, therefore no assumption of dividend payments is made in the model. These
assumptions consist of estimates of future market conditions, which are inherently uncertain, and therefore, are subject to management's
judgment. Changes in these assumptions can materially affect the fair value estimates.

 The purchase price of share-based compensation awards
may be paid in cash or, if approved by the Company's compensation committee (or in the case of warrants by the Board of Directors)
in advance, "net settled" in shares of the Company's common stock. In a net settlement of an share-based award, the
Company does not receive payment of the exercise price from the holder but reduces the number of shares of common stock issued upon the
exercise of the award by the smallest number of whole shares that have an aggregate fair market value equal to or over the aggregate exercise
price for the option shares covered by the instrument exercised. Shares issued pursuant to the exercise of options and warrants are issued
from the Company's treasury.

 Fair Value Measurements

 Fair value is defined as the exchange price that would
be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants at the measurement date. Assets and liabilities that are measured at fair
value are reported using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes
the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as
follows:

 Level 1 - quoted prices (unadjusted) in active
markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

 Level 2 - observable inputs other than Level 1, quoted
prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets
that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

 Level 3 - assets and liabilities whose significant
value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.

 At September 30, 2025 and 2024, the Company did not
have any Level 2 or Level 3 assets or liabilities.

 Recently Adopted Accounting Pronouncements

 In November 2023, the Financial Accounting Standards
Board (FASB) issued ASU No. 2023-07, "Segment Reporting: Improvements to Reportable Segment Disclosures." This guidance requires
disclosure of incremental segment information on an annual and interim basis, including disclosure of the title and position of the Chief
Operating Decision Maker and requires that a public entity that has a single reportable segment to provide all the disclosures required
by the amendments in ASU No. 2023-07. The Company adopted the new standard effective September 30, 2025, and for subsequent interim periods.
Since ASU No. 2023-07 addresses only disclosures, the adoption of ASU No. 2023-07 did not have a significant impact on the Company's
consolidated financial statements.

 F- 13

 Notes
30, 2025 – Page 7

 Recent Accounting Pronouncements

 In December 2023, the FASB
issued ASU No. 2023-09, "Income Taxes: Improvements to Income Tax Disclosures." This guidance requires consistent categories
and greater disaggregation of information in the rate reconciliation and disclosures of income taxes paid by jurisdiction. This amendment
is effective for our fiscal year ending September 30, 2026. The Company is currently assessing the impact of this guidance on its disclosures.

 In November 2024, the FASB
issued ASU No. 2024-03, "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures. The
amendments in ASU No. 2024-03 address investor requests for more detailed expense information and require additional disaggregated disclosures
in the notes to the financial statements for certain categories of expenses that are included on the face of the financial statements.
The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after
December 15, 2027, with early adoption permitted. The Company is currently assessing the impact of this guidance on its disclosures.

 Note 3 Accrued Liabilities

 The principal components of accrued liabilities consist of (in thousands):

 Schedule of principal components of accrued liabilities

 September 30,

 2025

 2024

 Accrued investigator payments

 $

 $

 Accrued compensation and benefits

 1,562

 1,527

 Milestone-based contract accruals

 All other accrued liabilities

 1,711

 1,891

 Total accrued liabilities

 $
 3,892

 $
 4,835

 Note 4 Other Income

 Grant income

 As of September 30, 2025,
the Company had received a $ 1.0 million research grant awarded by the Michael J. Fox Foundation for Parkinson's Research. The grant
will be used to fund a clinical trial of the Company's lead compound, ANAVEX 2-73 (blarcamesine) related to Parkinson's
disease. Of the total, $ 0.5 million was received during the year ended September 30, 2023 and $ 0.5 million was received during the year
ended September 30, 2021.

 The grant income has been
deferred when received and is being amortized to other income as the related research and development expenditures are incurred. During
the year ended September 30, 2025, the Company recognized $ 37,000 (2024: $ 75,000; 2023: $ 25,000) of this grant on its statements of operations
within grant income. At September 30, 2025 an amount of $ 0.8 million (2024: $ 0.8 million) of this grant is recorded as deferred grant
income, representing the amount of this grant which has not yet been amortized to other income. The Company will recognize this income
on its statements of operations as the related expenditures are incurred to offset the income.

 Research and development
incentive income

 Research and development
incentive income represents the income earned by Anavex Australia of the Australia R&D credit. This cash incentive is received by
Anavex Australia, upon filing of a claim in connection with Anavex Australia's annual income tax return.

 F- 14

 Notes
30, 2025 – Page 8

 During the year ended September
30, 2025, the Company recorded research and development incentive income of $ 0.6 million (AUD 1.0 million) (2024: $ 2.3 million (AUD 3.5
million); 2023: $ 2.7 million (AUD 4.1 million)) in respect of the Australia R&D credit for eligible research and development expenses
incurred during the year. This amount is included within Other income (expense) on the consolidated statements of operations and comprehensive
loss.

 At September 30, 2025, Incentive
and tax receivables includes $ 0.7 million (AUD 1.1 million) (2024: $ 2.3 million (AUD 3.3 million)) relating to Australia R&D credits
earned during the year that are expected to be reimbursed upon filing of the Company's annual claim under this program.

 The Australia R&D credit
program is a self-assess program whereby the Company must assess its eligibility each year to determine (i) if the entity is eligible
(ii) if the specific R&D activities are eligible and (iii) if the individual R&D expenditures have nexus to such R&D activities.
The Company evaluates its eligibility under the tax incentive program as of each balance sheet date based on the most current and relevant
data available. Anavex Australia is able to continue to claim the R&D tax incentive for as long as it remains eligible and continues
to incur eligible research and development expenditures.

 Although the Company believes
that it has complied with all the relevant conditions of eligibility under the program for all periods claimed, the ATO has the right
to review the Company's qualifying programs and related expenditures for a period of four years. If such a review were to occur,
the ATO may have different interpretations of certain eligibility requirements. If the ATO disagreed with the Company's assessments
and any related subsequent appeals, it could require adjustment to and repayment of current or previous years' claims already received.
Additionally, if the Company was unable to demonstrate a reasonably arguable position taken on such claims, the ATO could also assess
penalties and interest on any such adjustments.

 Currently, the Company's
tax incentive claims from 2020 to 2025 are open to potential review by the ATO. Additionally, the period open for review is indefinite
if the ATO suspects fraud. The Company has not provided any allowance for any such potential adjustments, should they occur in the future.

 Note 5 Equity Offerings

 Common shares are voting and are entitled to dividends
as declared at the discretion of the Board of Directors.

 Preferred Stock

 The Company's Board of Directors (the "Board") has
the authority to issue preferred stock in one or more series and to fix the rights, preferences, privileges, restrictions and the number
of shares constituting any series or the designation of the series.

 2025 Sales Agreement

 On July 25, 2025, the Company entered into a Sales
Agreement (the "2025 Sales Agreement") with TD Securities (USA) LLC (the "Sales Agent"). Pursuant to the 2025
Sales Agreement, the Company may offer and sell up to an aggregate offering price of $ 150 million (the "Offering") in shares
of common stock from time to time through the Sales Agent.

 Upon delivery of a placement notice based on the Company's
instructions and subject to the terms and conditions of the 2025 Sales Agreement, the Sales Agent may sell shares of common stock by methods
deemed to be an "at the market offering", in negotiated transactions at market prices prevailing at the time of sale or at
prices related to such prevailing market prices, or by any other method permitted by law, including negotiated transactions, subject to
the Company's prior written consent. The Company is not obligated to make any sales of shares under the 2025 Sales Agreement. The
Company or the Sales Agent may suspend or terminate the Offering upon notice to the other party, subject to certain conditions. The Sales
Agent will act as sales agent on a commercially reasonable efforts basis consistent its normal trading and sales practices, applicable
state and federal law, rules and regulations and the rules of Nasdaq.

 F- 15

 Notes
30, 2025 – Page 9

 The Company has agreed to pay the Sales Agent commissions
for its services of up to 3.0% of the gross proceeds from the sale of shares of common stock pursuant to the Sales Agreement. The
Company has also agreed to provide the Sales Agent with customary indemnification and contribution rights.

issued 927,910 shares of common stock for net proceeds of $ 9.2 million pursuant to the 2025 Sales Agreement.

 2023 Purchase Agreement

 On February 3, 2023, the Company entered into a $150.0
million purchase agreement (the "2023 Purchase Agreement") with Lincoln Park Capital Fund, LLC ("Lincoln Park"),
pursuant to which the Company has the right to sell and issue to Lincoln Park, and Lincoln Park is obligated to purchase, up to $ 150.0
million in value of its shares of common stock from time to time over a three-year period until February 3, 2026.

 In consideration for entering into the 2023 Purchase
Agreement, the Company issued to Lincoln Park 75,000 shares of common stock as a commitment fee (the "initial commitment shares")
and agreed to issue up to an additional 75,000 shares pro rata, when and if, Lincoln Park purchased, at the Company's discretion,
the $ 150.0 million aggregate commitment. The Company determined the fair value of the initial commitment shares was $ 0.8 million with
reference to the closing price of the Company's shares on the Purchase Agreement date. In addition, the Company incurred third party
expenses of $ 0.1 million in connection with entering into the Purchase Agreement. These amounts were expensed to other financing expense
on the statements of operations during the year ended September 30, 2023.

did not issue any shares of common stock under the 2023 Purchase Agreement. During the year ended September 30, 2024, the Company issued
to Lincoln Park an aggregate of 2,455,646 shares of common stock under the 2023 Purchase Agreement, including 2,450,000 shares of common
stock for an aggregate purchase price of $ 11.3 million and 5,646 commitment shares. During the year ended September 30, 2023, the Company
issued to Lincoln Park an aggregate of 3,288,943 shares of common stock under the 2023 Purchase Agreement, including 3,275,000 shares
of common stock for aggregate proceeds of $ 27.9 million and 13,943 commitment shares.

 At September 30, 2025, there was an unused amount
of $ 110.8 million under the 2023 Purchase Agreement. The Company will need to file a prospectus supplement in order to access funds under
the 2023 Purchase Agreement.

 Exercise of Stock Options

issued 217,503 shares of common stock to the Company's Chief Executive Officer upon a net exercise of an option to purchase 500,000 shares
of common stock at an exercise price of $ 0.92 per share. In connection with the exercise, the Company withheld 47,745 shares
of common stock as consideration of the exercise price of $ 0.46 million and 234,752 shares of common stock as consideration
for the payment of $ 2.3 million in connection with tax withholding obligations associated with the exercise. The number of shares
withheld were based upon a market price of $ 9.63 per share as determined by reference to the average high and low sales price reported
on the Nasdaq stock exchange on the date of exercise.

issued 38,651 shares of common stock to a director of the Company upon a net exercise of an option to purchase 50,000 shares
of common stock at an exercise price of $ 1.76 per share. The Company withheld 11,349 shares of common stock as consideration of the
exercise price of $ 88,000. The number of shares withheld were based upon a market price of $ 7.75 per share as determined by reference
to the average high and low sales price reported on the Nasdaq stock exchange on the date of exercise

 F- 16

 Notes
30, 2025 – Page 10

issued 42,452 shares of common stock to the Company's Chief Executive Officer upon a net exercise of an option to purchase 187,500 shares
of common stock at an exercise price of $ 5.04 per share. In connection with the exercise, the Company withheld 98,643 shares
of common stock as consideration of the exercise price of $ 0.9 million and 46,405 shares of common stock as consideration
for the payment of $ 0.4 million in connection with tax withholding obligations associated with the exercise. The number of shares
withheld were based upon a market price of $ 9.58 per share as determined by reference to the closing price reported
on the Nasdaq stock exchange on the date of exercise.

 Note 6 Commitments and Contingencies

 Lease

 The
Company leases office space under an operating lease with an initial term of 12 months or less. Under the terms of the office lease, the
Company is required to pay its proportionate share of operating costs.

 The
operating lease costs were as follows (in thousands):

 Schedule of operating lease costs

 Years ended September 30,

 2025

 2024

 2023

 Operating lease costs

 $

 $

 $

 Employee 401(k) Benefit Plan

 The
Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code. The plan covers all United States based
employees. United States based employees eligible to participate in the plan may contribute up to the current statutory limits under the
Internal Revenue Service regulations. The 401(k) plan permits the Company to make additional matching contributions on behalf of contributing
employees.

 The
Company made matching contributions under the 401(k) plan as follows (in thousands):

 Schedule of contributions under the plan

 Years ended September 30,

 2025

 2024

 2023

 Contributions to 401(k) plan

 $

 $

 $

 Litigation

 The Company
is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there
can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter
will not have a material adverse effect upon the Company's consolidated financial statements. The Company does not believe that
any of such pending claims and legal proceedings will have a material adverse effect on its consolidated financial statements.

 On March 13,
2024, a shareholder class action complaint was filed in the United States District Court for the Southern District of New York and it
named the Company and an officer of the Company as Defendants. The complaint was amended on July 12, 2024 (the "Initial Action").
The complaint alleged violations of the Securities and Exchange Act of 1934 associated with disclosures and statements made with respect
to certain clinical trials for ANAVEX 2-73 related to Rett syndrome. This lawsuit was dismissed by the United States District
Court for the Southern District of New York on June 18, 2025. The plaintiff filed a notice of appeal on July 17, 2025. Briefing on the
appeal concluded October 30, 2025. No decision has been entered. No amount has been recorded in these consolidated financial statements
for any loss contingencies associated with this lawsuit as the Company believes that it is not probable that any loss will occur.

 F- 17

 Notes
30, 2025 – Page 11

 On May 8, 2024,
a similar complaint was filed in the same court by Kenneth Downing, a purported shareholder of the Company, against the same defendants.
The Company believed that this lawsuit was also without merit and filed a motion to dismiss the complaint. Plaintiff Downing voluntarily
dismissed this complaint subsequent to the filing of the motion to dismiss.

 On or about
May 13, 2024, a derivative lawsuit was filed against the Company (as nominal defendant), an officer of the Company, and members of the
Company's Board of Directors in the U.S. District Court for the District of Nevada by another purported shareholder. The complaint
asserts various common law claims (including breach of fiduciary duty) and violation of Section 14(a)of the Securities Exchange Act regarding
the same or similar allegations at issue in the purported class action lawsuit related to disclosures and statements made about certain
clinical trials related to Rett syndrome. On January 22, 2025, pursuant to a stipulation of the parties, the Court entered an order staying
this purported derivative lawsuit until the motion to dismiss filed by defendants in the Initial Action is decided by the U.S. District
Court for the Southern District of New York. The stay has been extended through the appeal. No amount has been recorded in these
consolidated financial statements for any loss contingencies associated with this lawsuit as the Company believes that it is not probable
that any loss will occur.

 On February
14, 2025, another derivative lawsuit asserting state law breach of fiduciary duty and unjust enrichment claims based upon similar allegations
was filed against the Company (as nominal defendant), an officer of the Company, and members of the Company's Board of Directors
in the Supreme Court for the State of New York, County of New York, by another purported shareholder. On August 18, 2025, pursuant to
a stipulation of the parties, the Court entered an order staying this purported derivative lawsuit until the appeal in the Initial Action
is resolved. No amount has been recorded in these consolidated financial statements for any loss contingencies associated with this lawsuit
as the Company believes that it is not probable that any loss will occur.

 We know of no
other material pending legal or governmental proceedings, other than ordinary routine litigation incidental to our business, to which
our Company or our subsidiaries are a party or of which any of their property is subject. There are no other proceedings in which any
of our directors, officers or affiliates, or any registered or beneficial stockholder holding more than 5% of our shares, or any associate
of such persons, is an adverse party or has a material interest adverse to our or our subsidiaries' interest.

 Share Purchase Warrants

 At September 30, 2025 and 2024, the Company had 10,000
share purchase warrants outstanding exercisable at $ 12.00 per share until April 21, 2026.

 Stock–based Compensation
Plan

 2015 Stock Option Plan

 On September 18, 2015, the Company's Board approved
a 2015 Omnibus Incentive Plan (the "2015 Plan"), which provided for the grant of stock options and restricted stock awards
to directors, officers, employees and consultants of the Company.

 The maximum number of our common shares reserved for
issue under the plan was 6,050,553 shares, subject to adjustment in the event of a change of the Company's capitalization.

 2019 Stock Option Plan

 On January 15, 2019, the Board approved the 2019 Omnibus
Incentive Plan (the "2019 Plan"), which provides for the grant of stock options and restricted stock awards to directors,
officers, employees, consultants and advisors of the Company.

 F- 18

 Notes
30, 2025 – Page 12

 The maximum number of our common shares reserved for
issue under the plan was 6,000,000 shares, subject to adjustment in the event of a change of the Company's capitalization.

 During the year ended September 30, 2022, 406,453
options previously available under the 2019 Plan and the 2015 Plan became available under the 2022 Plan (as defined below).

 2022 Stock Option Plan

 On March 25, 2022, the Board approved the 2022 Omnibus
Incentive Plan (the "2022 Plan"). The 2022 Plan was approved by stockholders on May 24, 2022. Under the terms of the 2022
Plan, 10,000,000 additional shares of Common Stock will be available for issuance under the plan, in addition to the shares available
under the 2019 Plan and the 2015 Plan. Any awards outstanding under a previous stock option plan will remain subject to and be paid under
such plan, and any shares subject to outstanding awards under a previous plan that subsequently cease to be subject to such awards (other
than by reason of settlement of the awards in shares) will automatically become available for issuance under the 2022 Plan.

 The 2022 Plan provides that it may be administered
by the Board, or the Board may delegate such responsibility to a committee. The exercise price will be determined by the Board at the
time of grant shall be at least equal to the fair market value on such date. If the grantee is a 10% stockholder on the grant date, then
the exercise price shall not be less than 110% of fair market value of the Company's shares of common stock on the grant date. Stock
options may be granted under the 2022 Plan for an exercise period of up to ten years from the date of grant of the option or such lesser
periods as may be determined by the Board, subject to earlier termination in accordance with the terms of the 2022 Plan.

 On April 17, 2025, the Board approved an amendment
to the 2022 Plan (the "Amendment"). The Amendment was approved by the stockholders on June 10, 2025. The Amendment increased
the number of shares of common stock reserved for issuance under the 2022 Plan by 4,000,000 shares for a total of 14,000,000. In
addition, the Amendment established a minimum vesting period of one year for all awards granted under the 2022 Plan and limited the discretion
to accelerate the vesting of awards upon a separation from service, with limited exceptions permitted. Finally, the Amendment prohibited
liberal share recycling provisions.

 At September 30, 2025, 6,504,829 options had been
issued under the 2022 Plan and 8,436,882 options were available for issue under the 2022 Plan.

 The following summarizes information about stock option
activity during the years ended September 30, 2025:

 Schedule of stock option activity

 Number of Options

 Weighted Average Exercise Price
 ($)

 Weighted Average Grant Date Fair Value
 ($)

 Aggregate intrinsic value
 ($)

 Outstanding, September 30, 2024

 15,037,754

 6.80

 5.12

 15,825,791

 Granted

 1,488,500

 8.58

 6.22

 —

 Expired

 ( 100,100
)

 16.23

 —

 —

 Exercised

 ( 1,383,988
)

 3.21

 1.31

 9,324,901

 Forfeited

 ( 80,583
)

 4.56

 0.55

 —

 Outstanding, September 30, 2025

 14,961,583

 7.25

 5.46

 39,715,608

 Exercisable, September 30, 2025

 10,418,213

 6.22

 4.83

 34,762,588

 F- 19

 Notes
30, 2025 – Page 13

 The following summarizes information about stock options
at September 30, 2025 by a range of exercise prices:

 Schedule of summarizes information about stock options

 Range of exercises prices

 Number of outstanding

 Weighted average remaining contractual life

 Weighted average exercise

 Number of vested

 Weighted average exercise

 From

 To

 options

 (in years)

 price

 options

 price

 $
 2.30

 $
 5.00

 4,315,700

 3.15

 $
 3.02

 4,220,283

 $
 2.99

 $
 5.01

 $
 7.00

 3,299,536

 5.23

 $
 5.62

 2,325,162

 $
 5.72

 $
 7.01

 $
 9.00

 4,372,347

 6.66

 $
 8.09

 2,222,101

 $
 7.82

 $
 9.01

 $
 13.00

 1,609,000

 6.31

 $
 10.29

 1,120,667

 $
 10.37

 $
 13.01

 $
 25.00

 1,365,000

 5.91

 $
 18.33

 530,000

 $
 18.67

 14,961,583

 5.22

 $
 7.25

 10,418,213

 $
 6.22

 The weighted average per share fair value of options
vested at September 30, 2025 was $ 4.83 (2024: $ 4.34; 2023: $ 3.94). At September 30, 2025, the weighted average contractual life of options
outstanding was 5.22 years (2024: 5.48 years; 2023: 6.0 years) and for options exercisable was 4.11 years (2024: 4.03 years; 2023: 4.75
years).

 The aggregate intrinsic value is calculated as the
difference between the exercise price of the underlying awards and the quoted market price of the Company's stock for the options
that were in-the-money at September 30, 2025.

 The Company recognized share-based compensation
expense of $ 11.5 million during the year ended September 30, 2025 (2024: $ 9.4 million; 2023: $ 16.4 million) in connection with the issuance
and vesting of stock options in exchange for services. These amounts have been included in general and administrative expenses
and research and development expenses on the Company's consolidated statements of operations as follows (in thousands):

 Schedule of general and administrative expenses and research and development expenses

 Years ended September 30,

 2025

 2024

 2023

 General and administrative

 $
 4,536

 $
 3,625

 $
 5,558

 Research and development

 7,013

 5,813

 10,812

 Total share-based compensation

 $
 11,549

 $
 9,438

 $
 16,370

 An amount of approximately $ 6.3 million in share-based
compensation is expected to be recorded over the remaining term of such options and warrants through fiscal 2029.

 The fair value of each option and
warrant award is estimated on the date of grant using the Black Scholes option pricing model based on the following weighted average assumptions:

 Schedule of weighted average assumptions for fair value of each option award

 2025

 2024

 2023

 Risk-free interest rate

 3.98
 %

 4.28
 %

 3.70
 %

 Expected life of options (years)

 5.57

 5.78

 5.64

 Annualized volatility

 86.49
 %

 84.81
 %

 85.13
 %

 Dividend rate

 0.00
 %

 0.00
 %

 0.00
 %

 The fair value of stock compensation charges recognized
during the years ended September 30, 2025, 2024 and 2023 was determined with reference to the quoted market price of the Company's
shares on the grant date.

 F- 20

 Notes
30, 2025 – Page 14

 Note 7 Income Taxes

 The Company's U.S. and foreign losses before income
taxes are set forth below (in thousands):

 Schedule of loss before income taxes

 2025

 2024

 2023

 United States

 $
 ( 44,500
)

 $
 ( 39,195
)

 $
 ( 41,198
)

 Foreign

 ( 1,877
)

 ( 3,807
)

 ( 6,300
)

 Total

 $
)

 $
)

 $
 ( 47,498
)

 During the years ended September 30, 2025, 2024 and 2023, there were no
current or deferred income tax provisions (benefits) for any U.S. federal, state & local, and foreign jurisdictions. The components
of net deferred income tax assets as of September 30, 2025 and 2024 are as follows (in thousands):

 Schedule of components of net deferred income tax assets

 2025

 2024

 Net operating loss carryforwards

 $
 54,752

 $
 48,134

 Research and development tax credit carryforwards

 5,288

 4,203

 Share-based compensation

 23,185

 21,091

 Research and development capitalization

 20,737

 15,104

 Unpaid charges

 3,843

 3,197

 Intangible asset costs

 Foreign exchange and other

 ( 259
)

 ( 254
)

 Valuation allowance of deferred tax assets

 ( 108,492
)

 ( 92,233
)

 Net deferred tax assets

 $
 —

 $
 —

 A reconciliation of income tax expense at the statutory
federal income tax rate and income taxes as reflected in the consolidated financial statements for the years ended September 30, 2025,
2024 and 2023 is as follows (in thousands):

 Schedule of reconciliation of income tax expense

 2025

 2024

 2023

 Income tax benefit at statutory federal rate

 $
 ( 9,739
)

 $
 ( 9,030
)

 $
 ( 9,975
)

 Foreign income taxed at other rates

 —

 ( 61
)

 —

 Permanent differences relating to share-based compensation

 ( 1,219
)

 ( 10
)

 ( 601
)

 Permanent differences relating to GILTI inclusion

 —

 —

 Other permanent differences

 ( 276
)

 Research and development credits, net

 ( 941
)

 ( 860
)

 ( 37
)

 State and local taxes

 ( 4,672
)

 ( 3,821
)

 ( 4,122
)

 Adjustment to true up to prior years' tax provision

 ( 1,128
)

 Change in valuation allowances

 16,259

 15,186

 14,098

 Income tax expense

 $
 —

 $
 —

 $

 As of September 30, 2025, the Company had U.S. federal
net operating loss carryforwards of approximately $ 148.8 million (2024: $ 128.5 million) of which $37.7 million will begin to expire in
2026 and $111.2 million can be carried forward indefinitely, state and local net operating loss carryforwards of approximately $ 19.1
million (2024: $ 16.9 million) which will begin to expire in 2036, and Research and Development tax credits of approximately $ 5.3 million
(2024: $ 4.3 million) which will begin to expire in 2029. The calculation of the Research and Development tax credits, by their nature,
involve estimates and subjectivity. If examined by the U.S. federal and state tax authorities, it is possible that some portion of these
credit carryforwards would be disputed by the tax authorities.

 F- 21

 Notes
30, 2025 – Page 15

 The Company had approximately $ 17.1 million (approximately
AU$ 25.9 million) (2024: $ 16.6 million (approximately AU$ 23.9 million)) of net operating loss carryforwards in Australia, which have an
indefinite life, available to offset future taxable income in those jurisdictions.

 The Company evaluates its valuation allowance
requirements based on available evidence. When circumstances change, and this causes a change in management's judgment about
the recoverability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current income.
Because management of the Company does not currently believe that it is more likely than not that the Company will receive the
benefit of these assets, a full valuation allowance has been established at September 30, 2025 and 2024. During the year ended
September 30, 2025, the valuation allowance increased by $ 16.3
million (2024: $ 15.2
million; 2023: $ 14.1
million).

 The Tax Cuts and Jobs Act of 2017 (TCJA) has
modified the treatment of IRC 174 expenses related to research and development for tax years beginning after December 31, 2021.
Under the TCJA, the Company must capitalize the expenditures related to research and development activities and amortize them over
 5 years for U.S. activities and over 15 years for non-U.S. activities using a mid-year convention. Therefore, the capitalization of
research and development costs in accordance with IRC 174 has resulted in a net deferred tax assets at September 30, 2025 of $ 20.7
million (2024: $ 15.1
million). On July 4, 2025, the United States President signed into law the One Big Beautiful Bill Act ("OBBBA"), a
budget reconciliation package that changes many key provisions of the U.S. federal income tax code, including extensions of various
expiring provisions from the TCJA. The new legislation, which will be effective for the Company beginning in fiscal 2026, will now
allow for more tax-payer favorable treatment of domestic research and development expenditures for US income tax purposes.

 Uncertain Tax Positions

 The Company files income tax returns in the U.S. federal
jurisdiction and various state and local and foreign jurisdictions. The Company's tax returns are subject to tax examinations by
U.S. federal and state tax authorities, or examinations by foreign tax authorities until the respective statutes of limitation expire.
The Company is subject to tax examinations by tax authorities for all taxation years commencing on or after 2005.

 Under the provisions of the Internal Revenue Code,
the net operating loss ("NOL") carryforwards are subject to review and possible adjustment by the Internal Revenue Service
and state tax authorities. Under Section 382 of the Internal Revenue Code, NOL and tax credit carryforwards may become subject to an annual
limitation in the event of an over 50% cumulative change in the ownership interest of significant stockholders over a three-year period,
as well as similar state tax provisions.

 The Company conducts a Section 382 study annually
and has reduced its federal NOLs by $ 12.1 million and its Research and Development tax credit carryforwards by $ 0.8 million, which are
the amount of tax assets that will expire unutilized pursuant to Section 382. Subsequent ownership changes in future years could trigger
additional limitations of the Company's NOLs. During the year ended September 30, 2025, the
Company determined that there were no changes in ownership pursuant to Section 382.

 As of September 30, 2025, the Company did not provide
any foreign withholding taxes related to its foreign subsidiaries' undistributed earnings, as such earnings have been retained and
are intended to be indefinitely reinvested to fund ongoing operations of the foreign subsidiaries. It is not practicable to estimate the
amount of taxes that would be payable upon remittance of these earnings, because such tax, if any, is dependent upon circumstances existing
if and when remittance occur.

 As of September 30, 2025 and 2024, the Company had determined that no liabilities
for uncertain tax positions, interest or penalties were required to be recorded.

 Note 8 Segmented Information

 Operating segments are defined as components of an
entity for which separate financial information is available and regularly reviewed by the Chief Operating Decision Maker ("CODM")
in deciding how to allocate resources and assess performance. The Company's CODM is the Chief Executive Officer. The Company has
determined that it operates in a single operating segment, which consists of the development of clinical and preclinical product candidates
focused on advancing novel therapeutics for CNS diseases and disorders, and related administrative activities.

 F- 22

 Notes
30, 2025 – Page 16

 The accounting policies of the segment are the same
as those described in the summary of significant accounting policies. The CODM evaluates performance and allocates resources based on
consolidated net loss, as presented in the Company's consolidated statement of operations, and monitors forecast-to-actual variances
for significant expense categories given their direct relationship to cash burn. The CODM also reviews the consolidated balance sheet
to assess liquidity, funding capacity, and segment assets, which are reported as total consolidated assets.

 The CODM receives and reviews financial information
on a consolidated basis and does not assess performance or allocate resources based on geographic regions. In addition, management does
not internally organize or evaluate operating results by geography. Accordingly, management has determined that it is not required to
present financial information disaggregated by geographic region under ASC 280.

 The table below summarizes the significant expense categories regularly
reviewed by the CODM for the years ended September 30, 2025, 2024 and 2023 (in thousands):

 Schedule of summarizes the significant expenses

 2025

 2024

 2023

 Research and development costs

 Preclinical studies

 $

 $

 $

 Clinical trials

 15,805

 21,301

 21,873

 Personnel costs

 13,466

 13,676

 10,264

 Non-cash share-based compensation

 7,013

 5,813

 10,812

 Other research and development costs (a)

 Total research and development costs

 37,592

 41,838

 43,717

 General and administrative costs

 Personnel costs

 2,288

 2,177

 2,527

 Non-cash share-based compensation

 4,536

 3,625

 5,558

 Other general and administrative costs (b)

 6,992

 5,237

 3,961

 Total general and administrative costs

 13,816

 11,039

 12,046

 Other income

 5,031

 9,875

 8,258

 $
)

 $
)

 $
)

 (a)
 Other research and development costs include, but are not limited to, publications, sponsorships, membership fees, scientific conferences,
and medical affairs strategy and branding.

 (b)
 Other general and administrative expenses include, but are not limited to, office rent, public company reporting requirements including
professional fees, insurance, and other general operating expenses not otherwise included in research and development expenses.

 Note 9 Subsequent Events

 The Company evaluates subsequent events occurring
between the most recent balance sheet date and the date the financial statements are available to be issued in order to determine whether
the subsequent events are to be recorded and/or disclosed in the Company's financial statements and footnotes. The financial statements
are considered to be available to be issued at the time they are filed with the Securities and Exchange Commission (SEC).

 There were no subsequent events or transactions that
required recognition or disclosure in the consolidated financial statements.

 F- 23

 ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL MATTERS

 Not Applicable

 ITEM 9A. CONTROLS AND PROCEDURES

 Disclosure Controls and Procedures

 We maintain disclosure controls and procedures that
are designed to provide reasonable assurance that material information required to be disclosed in our periodic reports filed under the
Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and
to provide reasonable assurance that such information is accumulated and communicated to our management, our chief executive officer and
our principal financial officer, to allow timely decisions regarding required disclosure.

 We carried out an evaluation, under the supervision
and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the Exchange Act.
Based on this evaluation, our Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures
were effective as of September 30, 2025.

 Management's Annual Report on Internal
Control over Financial Reporting

 Our management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial
Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established
in the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO").

 Because of its inherent limitations, internal control
over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods
are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

 Based on this evaluation, our management concluded
that our internal controls over financial reporting were effective as of September 30, 2025.

 The effectiveness of our internal controls over financial
reporting as of September 30, 2025 has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated
in their report which appears in this Annual Report on Form 10-K.

 Changes in Internal Control over Financial Reporting

 During the quarter ended September 30, 2025, there
were no material changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules
13a 15(d) or 15d 15(d) of the Exchange Act that materially affected, or are reasonably likely to materially affect, our internal controls
over financial reporting.

 ITEM 9B OTHER INFORMATION

 None of our directors or Section 16 officers adopted,
modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (in each case,
as defined in Item 408(a) of Regulation S-K) during the three-month period ended September 30, 2025.

 ITEM 9C DISCLOSURE REGARDING
FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 ITEM 10 DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE

 Directors and Executive Officers

 Our directors are to be elected at our annual meeting
and each director elected is to hold office until his or her successor is elected and qualified. Our Board of Directors may remove our
officers at any time.

 Our directors and executive officers, their ages,
positions held, and duration of such, are as follows:

 Name

 Position

 Age

 Date first appointed

 Director, President, Chief Executive Officer, Secretary

 July 5, 2013

 Jiong Ma, PhD

 Director, Chair

 May 25, 2021

 Athanasios Skarpelos

 January 9, 2013

 Claus van der Velden, PhD

 March 2, 2018

 Steffen Thomas, PhD

 June 15, 2015

 Peter Donhauser, D.O.

 February 8, 2017

 Sandra Boenisch, CPA, CGA

 Principal Financial Officer, Treasurer

 October 1, 2015

 Board Leadership Structure

 The Board of Directors is composed of a majority of
independent directors and the Chief Executive Officer of the Company.

 Our Board of Directors has appointed an independent
Board Chair, Dr. Jiong Ma. As Board Chair, Dr. Ma has the authority, among other things, to call and preside over meetings of our Board,
to set meeting agendas, and to determine materials to be distributed to the Board. The Company believes separation of the positions of
Board Chair and Chief Executive Officer reinforces the independence of our Board in its oversight of the business and affairs of the Company.
In addition, the Company believes that having an independent Board Chair creates an environment that is more conducive to objective evaluation
and oversight of management's performance, increasing management accountability and improving the ability of our Board to monitor
whether management's actions are in the best interests of the Company and its stockholders.

 The Audit Committee, Compensation Committee, and Nominating
and Corporate Governance Committee each have oversight over specific areas of responsibility, as discussed further below.

 Board of Directors' Role in Risk Oversight

 The Board of Directors is responsible for oversight
of the Company's risk management process. The Board administers this oversight function directly through the Board of Directors
as a whole, as well as through the committees of the Board. Areas of focus include economic risk, operational risk, financial risk (accounting,
investment or liquidity, and tax), competitive risk, legal and regulatory risk, cybersecurity risk and compliance and reputational risks.
The Board of Directors is supported by regular reporting by management, which is designed to give the Board of Directors visibility over
the Company's operations and activities to adequately identify key risks and understand management's risk mitigation strategies.

 Business Experience

 The following is a brief account of the education
and business experience of directors and executive officers during at least the past five years, indicating their principal occupations
during the period, and the names and principal businesses of the organizations by which they were employed.

 Christopher Missling, PhD. Christopher Missling
has over twenty years of healthcare industry experience in big pharmaceutical, biotech and investment banking prior to joining Anavex.
Most recently, from March 2007 until his appointment by our Company, Dr. Missling served as the head of healthcare investment banking
at Brimberg & Co. in New York, New York. In addition, Dr. Missling served as the Chief Financial Officer of Curis, Inc. (NASDAQ: CRIS)
and ImmunoGen, Inc. (NASDAQ: IMGN). Dr. Missling earned his MS and PhD from the University of Munich and an MBA from Northwestern University
Kellogg School of Management and WHU Otto Beisheim School of Management.

 Jiong Ma,
PhD. Jiong Ma has over 25 years of experience in investing, building, and scaling of
companies with a focus on innovative product launches in digital health, technology and the new energy transition. Dr. Ma has been a General
Partner of Phoenix Venture Partners since July 2024. She has served as director of SES AI Corporation (NYSE: SES) since February 2022
and has served as Lead Independent Board Director beginning in 2023. She also chairs the Compensation Committee, and is a member of Audit,
Nominating, and Strategic Investment Committee of SES. Dr. Ma served as senior partner and a member of the investment committee at Braemar
Energy Ventures ("Braemar") from 2008 to 2020. While at Braemar, Dr. Ma led investments in more than 15 companies involved
in either resource efficiency, e-mobility, industrial digitalization, renewable energy, or deep tech, and has achieved multiple successful
exits through M&A and IPO. Dr. Ma has significant knowledge and expertise in the technology industry, including information security.
Prior to Braemar Energy Ventures, she was with the Venture Capital Group at 3i Group, a global private equity firm, from 2004 to 2007
where she led investments across multiple stages in Digital Health, TMT and Cleantech. Preceding the Venture Capital Group at 3i, Dr.
Ma held several senior positions at Lucent Technologies and Bell Labs from 1997 to 2004. Her responsibilities included lead roles in product
portfolio strategy, new product launches for Optical and Data Networking, and research and product development. Dr. Ma was also a founding
team member of Onetta Inc., a fiber networks company. She has a PhD in Electrical and Computer Engineering from the University of Colorado
Boulder and an MS in Electrical Engineering from Worcester Polytechnic Institute. Dr. Ma is a Kauffman Fellow.

 Claus van der Velden, PhD. Claus van der Velden,
PhD brings significant expertise in management, accounting, internal controls, information security and risk management. Since May 2021,
he has served as Managing Director (Chief Financial Officer) of NetCologne GmbH, a regional telecommunication
provider in Germany. From July 2011 to May 2021, he served as corporate head of Management Accounting, Internal Audit and Risk
Management at Stroeer SE & Co KGaA, a publicly listed German digital media company. As the prior head of internal audit at Stroeer
SE & Co KGaA, Dr. van der Velden has experience in the area of information security risk assessment, and the internal control tools,
processes, and policies needed to counter information security threats. Previously, Dr. van der Velden served as the Director of Corporate
Business Controlling for the Nutrition & Health business unit at Cognis, a worldwide supplier of global nutritional ingredients and
specialty chemicals. In this position, he was also a compliance representative and a member of the global leadership team. After the acquisition
of Cognis by BASF, he was responsible for the management accounting processes of the BASF Nutrition & Health division, developing
and producing mostly natural-source ingredients for the food and healthcare industries. Dr. van der Velden started his career as a strategy
consultant at an international marketing and strategy consultancy firm. He studied in Kiel and Stockholm and received a degree in economics
from the University of Kiel and later obtained his doctorate in business management from the WHU-Otto Beisheim School of Management where
he also previously taught economics.

 Athanasios Skarpelos. Athanasios (Tom) Skarpelos
is a self-employed investor with over 25 years of experience working with private and public companies with a focus on biotechnology companies
involved in drug discovery and drug development projects. His experience has led to relationships with researchers at academic institutes
in Europe and North America. Mr. Skarpelos is a founder of Anavex.

 Steffen Thomas, PhD. Steffen Thomas has over
25 years of experience as a European patent attorney and is currently practicing, since September 2011, at Epping Hermann Fischer, a major
intellectual property law firm in Europe. Previously, he worked for Japan-based Takeda Pharmaceutical Company, the largest pharmaceutical
company in Asia and a top firm worldwide, as an in-house patent attorney. Prior to that, he worked for Nycomed Pharma, acquired by Takeda
in 2011 for approximately USD $10 billion. Dr. Thomas' legal practice covers drafting of patent applications, prosecuting patent
applications before national and international patent offices, defending and challenging patents in opposition, appeal, and nullity proceedings,
enforcing patents before the infringement courts, and preparing opinions on patentability and infringement in the technical field of chemistry.
Dr. Thomas has particular expertise in small molecule pharmaceuticals. He holds MS and PhD degrees in Chemistry from the University of
Munich.

 Peter Donhauser, D.O. Peter Donhauser had more
than 20 years of expertise in clinical research prior to practicing osteopathic medicine with an integrated medical approach in private
practice beginning in 2000. He worked at the University Hospital of Munich in the fields of geriatrics and neuromusculoskeletal diseases.
During this time, he was a clinical trial investigator in multiple Phase 3 studies, including studies sponsored by Merck Sharp & Dohme,
Merck, Boehringer Mannheim, Roche, Servier and Sanofi. He received his human medicine degree at the University of Munich and Doctor of
Osteopathic Medicine (D.O.) from the German-American Academy for Osteopathy, or DAAO, a member of the European Register for Osteopathic
Physicians, or EROP, at the Philadelphia College of Osteopathic Medicine.

 Sandra Boenisch, CPA, CGA. Ms. Boenisch is
a Chartered Professional Accountant (CPA, CGA) with approximately 20 years of accounting, audit and financial reporting experience in
a variety of industries, both in the United States and Canada. Ms. Boenisch was an independent consultant, providing financial reporting
services to a range of public companies in the United States and Canada since January 2012. From 2008 until 2012, Ms. Boenisch was employed
at BDO Canada LLP (Vancouver, BC) where she was hired as a Senior Accountant and was later promoted to Manager, Audit Assurance. Ms. Boenisch
specialized in managing assurance engagements for public companies in the United States and Canada. Prior to that, Ms. Boenisch worked
for another public accounting firm from 2001 to 2008. As an independent consultant, Ms. Boenisch has acquired considerable experience
in finance, governance, and regulatory compliance. She holds a BComm from Laurentian University.

 Family Relationships

 There are no family relationships between any director
or executive officer.

 Involvement in Certain Legal Proceedings

 There are no material proceedings to which any director
or executive officer or any associate of any such director or officer is a party adverse to our Company or has a material interest adverse
to our Company.

 Delinquent Section 16(a) Reports

 Section 16(a) of the Exchange
Act requires our officers and directors, and persons who beneficially own more than ten percent (10%) of our outstanding common stock,
to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to
furnish us with all copies of Section 16(a) forms they file.

 Based solely on our review
of the forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable
to our executive officers, directors and persons who own more than 10% of our common stock were complied with in fiscal year 2025, except
for the following late filings:

 Form 4 filed December 6, 2024 for Sandra
 Boenisch; and

 Form 4 filed December 6, 2024 for Christopher
Missling.

 Business Code of Conduct & Ethics

 Our Board adopted a code of business ethics and conduct
(the " Code of Ethics "), applicable to all of our executives, directors and employees. The Code of Ethics is available
in print to any stockholder that requests a copy. Copies may be obtained by contacting Investor Relations at our corporate headquarters.
Our Code of Ethics is also available on our website at www.anavex.com/corporate-governance. We intend to make any disclosures
regarding amendments to, or waivers from, the Code of Business Conduct required under Form 8-K by posting such information on our website.

 Insider Trading Policy

 We have an Insider Trading Policy that provides guidelines
with respect to transactions in our securities by insiders and the handling of our confidential information and the confidential information
of the companies with which we engage in transactions or do business. The policy promotes compliance with U.S. federal, securities laws
that prohibit certain persons who are aware of material non-public information relating to us from (1) purchasing, selling, or otherwise
engaging in transactions in our securities, or (2) providing material non-public information to other persons who may trade on the basis
of that information. In addition, our Insider Trading Policy prohibits our directors, officers, employees and consultants from engaging
in short sales, transactions in publicly traded options such as put, calls or other derivative securities, hedging transactions and other
inherently speculative transactions with respect to our stock at any time. Our policy further prohibits such persons from engaging in
transactions involving any loan, pledge or other transfer of beneficial ownership of the Company's securities without obtaining
advance clearance of the proposed transaction from our Insider Trading Compliance Officer.

 Information Regarding Committees of the Board
of Directors

 The Board has an Audit Committee, a Compensation Committee
and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for fiscal 2025:

 Name

 Audit Committee

 Compensation Committee

 Nominating and Corporate Governance Committee

 Jiong Ma, PhD

 X

 Claus van der Velden, PhD

 X

 *

 X

 *

 X

 *

 Athanasios Skarpelos

 Steffen Thomas, PhD

 X

 X

 X

 Peter Donhauser, D.O.

 X

 X

 Meetings in 2025

 *Committee Chair

 Audit Committee and Audit Committee Financial
Experts

 The Audit Committee is composed of three directors,
each of whom is independent. The Audit Committee operates under a charter that was adopted by our Board of Directors. The Audit Committee
oversees and reports to our Board of Directors on various auditing and accounting-related matters, including, among other things, the
maintenance of the integrity of our financial statements, reporting process and internal controls; the selection, evaluation, compensation
and retention of our independent registered public accounting firm; legal and regulatory compliance, including our disclosure controls
and procedures; and oversight over our risk management policies and procedures.

 Our Board of Directors has determined that Claus van
der Velden is an "audit committee financial expert" as defined by applicable SEC and NASDAQ rules.

 The Audit Committee met four times during fiscal 2025
and also acted by written consent as required.

 The Audit Committee has reviewed and discussed the
audited consolidated financial statements with management. The Audit Committee has discussed with the Company's independent registered
public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight
Board ("PCAOB") and the Securities and Exchange Commission (the "SEC"). In addition,

 the Audit Committee has received
the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the
PCAOB regarding the firm's communications with the Audit Committee concerning independence and has discussed with the independent
registered accounting firm its independence from the Company and management. Based on the reviews and discussions referred to above, the
Audit Committee recommended to the Board that the audited consolidated financial statements for the Company for the fiscal year ended
September 30, 2025 be included in this Annual Report on Form 10-K for the year ended September 30, 2025.

 The foregoing report has been furnished by the Audit
Committee.

 Claus van der Velden (Chairman)

 Jiong Ma

Steffen Thomas

 Compensation Committee

 The Compensation Committee is composed of three directors,
each of whom is independent. The Compensation Committee operates under a charter that was adopted by our Board of Directors. The Compensation
Committee assists our Board of Directors in discharging its responsibilities relating to the compensation of our directors and executive
officers. Its responsibilities include, among other things: reviewing, approving and recommending compensation programs and arrangements
applicable to our officers; determining the objectives of our executive officer compensation programs; overseeing the evaluation of our
senior executives; administering our incentive compensation plans and equity-based plans, including reviewing and granting equity awards
to our executive officers; and reviewing and approving director compensation and benefits. The Compensation Committee can delegate to
other members of our Board of Directors, or an officer or officers of the Company, the authority to review and grant share-based compensation
for employees who are not executive officers.

 The Compensation Committee has the responsibilities
and authority designated by NASDAQ rules and the Compensation Committee Charter. Specifically, the Compensation Committee has the sole
discretion to select and receive advice from a compensation consultant, legal counsel or other adviser and is directly responsible for
oversight of their work. The Compensation Committee must also determine reasonable compensation to be paid to such advisors by us.

 The Compensation Committee met seven times during
fiscal 2025 and also acted by written consent as required.

 Nominating and Corporate Governance Committee

 The Nominating and Corporate Governance Committee
(the "NCG Committee") is appointed by the Board to oversee and evaluate the Board's performance and the Company's
compliance with corporate governance regulations, guidelines and principles, to identify individuals qualified to become Board members,
to recommend to the Board proposed nominees for Board membership, and to recommend to the Board directors to serve on each standing committee.
The NCG Committee seeks to assemble a Board that possesses the appropriate balance of professional and industry knowledge, financial expertise
and management experience that is necessary to oversee the Company's business. The NCG also recognizes the importance of diversity
in Board composition, including diversity of experience, gender and ethnicity and seeks to continually strive towards optimal diversity.
The NCG Committee operates under a charter that was adopted by our Board of Directors.

 The NCG Committee met three times during fiscal 2025
and also acted by written consent as required.

 ITEM 11. EXECUTIVE COMPENSATION

 Executive Compensation Overview

 The Company's compensation objectives are to
offer our named executive officers compensation and benefits that are competitive and meet our goals of attracting, retaining and motivating
highly skilled, talented management, which is necessary for the Company to achieve its financial and strategic objectives and create long-term
value for our stockholders.

 A significant portion of our named executive officer's
compensation is related to factors that directly and indirectly influence stockholder value, including long-term stock performance and
operational performance. We believe the levels of compensation we provide should be competitive, reasonable and appropriate for our business
needs and circumstances. The named executive officers who are the subject of this CD&A are Christopher Missling, PhD, our Chief Executive
Officer, and Sandra Boenisch, our Principal Financial Officer.

 Our Executive Compensation Program and Philosophy

 The intent of the Company's compensation program
for our named executive officers is to attract and retain talent, to create incentives for and to reward excellent performance. We seek
to compensate our named executive officers in a manner that is competitive, rewards performance that creates stockholder value, recognizes
individual contributions, and encourages long-term value creation.

 The Compensation Committee meets at least once per
year to review and evaluate the compensation of our named executive officers and each officer's performance. The Compensation Committee
utilizes quantitative and qualitative factors, including the accomplishment of initiatives, attitude, and leadership and applies overall
judgment to assess performance, taking into account the financial condition of the Company. In setting compensation, the Compensation
Committee considers the outcome of the most recent say-on-pay vote, as well as stockholder feedback throughout the year, when making compensation
decisions for our executive officers. In our most recent say-on-pay vote, conducted at our 2024 annual meeting of stockholders, held on
June 18, 2024, our stockholders approved the compensation of our named executive officers on an advisory basis, with 83.8% of the votes
cast in favor of the fiscal 2023 compensation of our named executive officers. Ultimately, the Compensation Committee seeks to evaluate,
based on the achievement of financial and nonfinancial objectives, the variable compensation, including special awards, of our named executive
officers and decide on the base salary and target discretionary bonus for such persons taking into account relevant benchmark data.

 The Compensation Committee believes that a significant
portion of each named executive officer's compensation opportunity should be tied to variable compensation and value creation for
stockholders. The Compensation Committee believes this mix provides an appropriate balance between the financial security required to
attract and retain qualified individuals, and the Compensation Committee's goal of ensuring that the compensation of our named executive
officers rewards performance that benefits stockholders over the long term.

 Compensation Risk Oversight

 In administering the compensation program for our
named executive officers, the Compensation Committee strives to achieve a balance among the elements of compensation to accomplish the
objectives of the program. The Compensation Committee reviews the overall compensation program in the context of the risks that may be
presented by the structure of the compensation program and the metrics used to determine compensation under that program. Based upon this
review, the Compensation Committee believes that the compensation program for our named executive officers does not create a reasonable
likelihood of a material adverse effect on the Company.

 Compensation Consultants

 The Compensation Committee makes recommendations to
the Board regarding the compensation of our named executive officers, including the structure and design of the compensation programs.
The Compensation Committee is responsible for retaining and terminating compensation consultants and determining the terms and conditions
of their engagement. During fiscal 2025, the Compensation Committee did not engage any compensation consultants.

 Elements of Executive Compensation

 We focus our named executive officer compensation
program on three related but distinct elements: base salary, cash bonuses and stock-related compensation.

 Base Salary

 Base salaries take into consideration a number of
factors, including the named executive officer's job performance, our corporate performance, and compensation practices observed
in the market. In its evaluation of performance for the renewal of our Chief Executive Officer's and Principal Financial Officer's
employment agreements, the Compensation Committee considered our corporate performance, increases in stockholder value and advances in
the Company's clinical trials. In July 2025, after considering the above factors, the annualized base salary of our Chief Executive
Officer was increased from $700,000 to $800,000 and the annualized base salary of our Principal Financial Officer remained unchanged at
$279,840 Canadian dollars.

 Annual Discretionary Cash Bonuses

 The Company has an annual discretionary cash bonus
program. We provide such bonuses to motivate executive officers to perform on behalf of general corporate goals and to perform in their
areas of responsibility. The Compensation Committee of our Board works with the Chief Executive Officer, on an annual basis, to evaluate
the Company's financial performance of the prior year, and overall financial condition of the Company to determine if discretionary
bonuses are to be paid. Our Compensation Committee independently evaluates the performance of our Chief Executive Officer in the prior
year, as well as the overall financial condition of the Company to determine if a discretionary bonus of up to 20% of base salary shall
be paid.

 Equity Compensation

 Only our Board, acting in its sole discretion, or
the Compensation Committee may grant stock options to our named executive officers. We view stock options as one of the more important
components of our long-term, performance-based compensation philosophy. We provide stock options through initial grants at or near the
date of hire and subsequent periodic/annual grants. Generally, initial stock option grants vest over a three-year period and have an exercise
price equal to the fair market value of our stock at the time of grant. Initial grant amounts are based on ranges that take into consideration
a named executive officer's job responsibilities and competitive market data. We grant periodic additional stock options to reflect
the individual's ongoing contributions to the long-term success and growth of the Company, to incentivize individuals to remain
with the Company and to provide a long-term incentive to achieve or exceed our corporate goals. We do not have a program, plan or practice
to time stock option grants to our named executive officers in coordination with the release of material nonpublic information. We have
not re-priced any of our stock options and do not intend to re-price or otherwise adjust outstanding stock options at any time in the
future.

 Equity compensation includes stock option grants within
the terms of our 2022 Omnibus Incentive Plan. Each named executive officer is eligible for stock option grants under the 2022 Omnibus
Incentive Plans which may vest over a required service period, "Time Based Awards", or upon achievement of certain performance
criteria, "Performance Awards". Generally, our Compensation Committee grants Time Based Awards at or near the date of hire.
Such grants are intended to link compensation with stockholder value over time. Subsequent awards are generally granted as Performance
Awards, which are intended to align compensation with the Company's short-term and long-term objectives. Our Compensation Committee
selects performance goals that reflect the Company's short-term and longer-term objectives to ensure named executive officers are
rewarded for the successful and timely accomplishment of these objectives. Generally, these performance criteria include milestones in
connection with the successful execution and enrollment of the Company's clinical trial programs.

 In March 2025, our Compensation Committee granted
options to our Chief Executive Officer and Principal Financial Officer, which vest in four equal tranches based on four performance milestones,
as described further below.

 Other Compensation

 Other components of the compensation of our named
executive officers include employee medical benefit plans and retirement plan contributions.

 Employee Medical Benefit Plans. Our
employee medical and welfare benefit plans include medical, dental, life, disability and accidental death and dismemberment insurance.

 401(k) Plan. We have
a defined-contribution savings plan with a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. The plan covers
all United States based employees. United States based employees eligible to participate in the plan may contribute up to the current
statutory limits under the Internal Revenue Service regulations. The 401(k) plan permits the Company to make additional matching contributions
on behalf of contributing employees.

 Registered Retirement Savings
Plan (RRSP) Plan. We have a defined-contribution savings plan governed by Section 146 (1) of the Income Tax Act of Canada. The
plan covers all Canadian based employees. Canadian based employees eligible to participate in the plan may contribute up to the current
statutory limits under the Canadian regulations. The RRSP plan permits the Company to make additional matching contributions on behalf
of contributing employees.

 Compensation Committee Interlocks and Insider Participation

 No
member of the Compensation Committee has ever been an officer or employee of the Company. None of the named executive officers currently
serves or has served on the Compensation Committee or board of directors of any other entity that has one or more named executive officers
serving as a member of the Board or Compensation Committee of the Company.

 Managing Compensation-Related
Risks

 Although a portion of the
compensation provided to our executive officers and other employees is performance-based, the executive compensation program does not
encourage excessive or unnecessary risk taking. This is primarily due to the fact that the compensation program is designed to encourage
executive officers and other employees to remain focused on both short-term and long-term strategic goals within the context of our pay-for-performance
compensation philosophy.

 Insider Trading Policy

 Our insider trading policy prohibits short sales and
derivative transactions of our stock by our named executive officers, directors and all of our employees, including short sales of our
securities, including short sales "against the box" (a sale with a delayed delivery); purchases or sales of puts, calls or
other derivative securities of the Company; or other hedging or monetization transactions such as zero-cost collars and forward sale contracts,
as they involve the establishment of a short position.

 In addition, our insider trading policy prohibits
our named executive officers, directors and all of our employees from purchasing our securities on margin, borrowing against Company securities
held in a margin account, or pledging our securities as collateral for a loan.

 Clawback Policy

 In November 2023, the Board adopted an executive officer
compensation clawback policy that may be applied in the event of a material financial restatement. The clawback policy covers all of the
named executive officers and includes all incentive-based compensation. Specifically, in the event of an accounting restatement, the Company
must recover, reasonably promptly, erroneously awarded compensation in amounts determined pursuant to the policy. Compensation that may
be recoverable under the policy includes cash or equity-based compensation for which the grant, payment or vesting (or any portion thereof)
is or was predicated upon the achievement of specified financial results that are impacted by the material financial restatement, and
the amount of compensation that may be impacted by the clawback policy is the difference between the amount paid or granted, and the amount
that should have been paid or granted, if calculated on the updated financials. Recovery under the policy with respect to an executive
officer will not require the finding of any misconduct by such executive officer or such executive officer being found responsible for
the accounting error leading to an accounting restatement. Our equity awards provide that the Company may annul an award if the grantee
incurs a separation from service for "cause" (as defined in the agreements). In such case, all awards and any amounts or benefits
received or outstanding shall be subject to cancellation, recoupment, rescission, payback and other action in accordance with the terms
of the Company Clawback Policy or any applicable law. In addition, in the event
of a restatement of the Company's financial statements due to material noncompliance with any financial reporting requirement under
the law, whether such noncompliance is the result of misconduct or other circumstances, an employee shall be required to reimburse the
Company for any amounts earned or payable with respect to an award granted under the Company's equity plan to the extent required
by law and the Company's clawback policy.

 November 30, 2023

 Stock Ownership Guidelines

 We do not have any stock ownership guidelines, ownership
goals or holding requirements. If and as we succeed in achieving approval for and commercializing our product candidates, we expect that
we will adapt the elements of our compensation program as appropriate and may include or substitute other elements in our compensation
program. Changes in the elements of our compensation program may also reflect changes in the importance of tax or accounting treatments
of a particular element of our compensation program.

 Policies and Practices for Granting Certain Equity
Awards

 Our policies and practices regarding the granting
of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive
compensation program. The Compensation Committee is responsible for the timing and terms of equity awards to executives and other eligible
employees.

 The timing of equity award grants is determined with
consideration to a variety of factors, including but not limited to, the achievement of pre-established performance targets, market conditions
and internal milestones. The Company does not follow a predetermined schedule for the granting of equity awards although the Company
generally grants equity-based awards annually after the completion of annual calendar year performance review process. Each grant is considered
on a case-by-case basis to align with the Company's strategic objectives and to ensure the competitiveness of our compensation packages.

 In determining the timing and terms of an equity award, the Board or the Compensation
Committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations,
but does not take material nonpublic information into account when determining the terms of awards. The Board's or the Compensation
Committee's procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards
include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material
nonpublic information.

 For all stock option awards, the exercise price is
the closing price of the Company's common stock on the Nasdaq on the date of the grant. If the grant date falls on a non-trading
day, the exercise price is the closing price of the Company's common stock on the Nasdaq on the last trading day preceding the date
of grant.

 During fiscal 2025, the Company did not grant equity
awards to its named executive officers during the four business days prior to or the one business day following the filing of its periodic
reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. The Company has not timed the disclosure
of material nonpublic information for the purpose of affecting the value of executive compensation for named executive officer grants
in fiscal 2025.

 The Company is committed to maintaining transparency
in its executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure
of material nonpublic information for the purpose of affecting the value of executive compensation. The Company regularly reviews its
policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance and continue to serve
the best interests of the Company and its stockholders.

 Compensation Committee Report

 The members of the Company's Compensation Committee hereby state:

 The Compensation Committee has reviewed and discussed with management the
foregoing Compensation Discussion and Analysis, required by Item 402(b) of Regulation S-K. Based on this review and discussion, we recommended
to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the fiscal
year ended September 30, 2025.

 The foregoing report has been furnished by the Compensation
Committee

 Claus van der Velden, Committee Chair

 Steffen Thomas

 Peter Donhauser

 Summary Compensation

 The particulars of compensation paid to our named
executive officers for the last three completed fiscal years:

 All other

 Option

 Compen-

 Name and Principal

 Salary

 Bonus

 Awards

 sation

 Total

 Position

 Year

 ($)

 ($)

 ($)

 ($) (1)

 ($)

 2025

 723,485

 140,000

 3,083,000

 12,600

 3,959,085

 President, Chief Executive Officer, and

 2024

 700,000

 140,000

 1,927,600

 16,100

 2,783,700

 2023

 700,000

 124,753

 3,066,200

 3,500

 3,894,453

 Sandra Boenisch (2)

 2025

 199,858

 37,709

 308,200

 9,503

 555,270

 Principal Financial Officer and Treasurer

 2024

 201,468

 —

 192,700

 8,059

 402,227

 2023

 186,883

 —

 306,700

 7,475

 501,058

 (1)
 Comprised of employer matching of defined contribution savings plans.

 (2)
 Compensation to Ms. Boenisch denominated in Canadian Dollars and has been translated to US dollars at an exchange rate of 0.714188
during the year ended September 30, 2025 (2024: 0.73733; 2023: 0.7416).

 Employment Agreements

 Christopher Missling

 We and Dr. Missling entered into an employment agreement
dated July 5, 2013, as amended and extended most recently by the fourth amendment effective July 5, 2025 (the "CEO Employment Agreement"),
whereby we currently pay Dr. Missling an annual base salary of $800,000. In addition, Dr. Missling is eligible to earn an annual cash
bonus for each whole or partial calendar year of up to twenty percent of his base salary, and to participate in our employee benefit plans.
We have agreed to indemnify Dr. Missling in connection with his provision of services to us.

 We and Ms. Boenisch entered into an amended and restated
employment agreement dated October 4, 2017, as amended and extended most recently by the third amendment effective July 5, 2025, whereby
we currently pay Ms. Boenisch an annual base salary of $279,840 Canadian dollars. In addition, Ms. Boenisch is eligible to earn an annual
cash bonus for each whole or partial calendar year of up to twenty percent of her base salary, and to participate in our employee benefit
plans. Ms. Boenisch is eligible for discretionary salary increases.

 Grants of Plan Based Awards

 The following table sets forth the awards granted
for each named executive officer during the year ended September 30, 2025 under our 2022 Omnibus Incentive Plan:

 All other option awards

 Name

 Grant Date

 Number of securities underlying options (#) (1)

 Exercise or base price of option award ($/sh)

 Grant date fair value of option awards ($) (2)

 March 31, 2025

 500,000

 $
 8.58

 $
 3,083,000

 March 31, 2025

 50,000

 $
 8.58

 $
 308,200

 (1) Represents shares of our common stock underlying options awarded, each of which vest over time.

 (2) Represents the fair value of each equity award on the date of grant, as computed in accordance with FASB ASC 718.

 Outstanding Equity Awards at Fiscal Year-End

 The following table sets forth for each named executive
officer and director certain information concerning the outstanding equity awards as of September 30, 2025.

 Option Awards

 Equity

 Incentive

 Plan

 Awards:

 Number of

 Number of

 Number of

 Securities

 Securities

 Securities

 Underlying

 Underlying

 Underlying

 Option

 Exercisable

Options

 Unexercisable

Options

 Unexercised

Unearned

Options

 Exercise

Price

 Option

 Expiration

 Name

 (#)

 (#)

 (#)

 ($)

 Date

 Christopher

 379,625

 —

 —

 6.26

 July 5, 2026

 Missling

 861,429

 —

 —

 7.06

 July 18, 2026

 500,000

 —

 —

 3.28

 September 22, 2026

 450,000

 —

 —

 5.92

 May 12, 2027

 400,000

 —

 —

 3.30

 December 13, 2027

 450,000

 —

 —

 2.30

 May 15, 2028

 409,500

 —

 —

 2.58

 October 1, 2028

 750,000

 —

 —

 3.15

 May 3, 2029

 550,000

 —

 —

 2.96

 January 6, 2030

 550,000

 —

 —

 5.49

 December 30, 2030

 —

 500,000

 —

 18.11

 August 2, 2031

 166,667

 333,333

 —

 7.54

 June 14, 2032

 250,000

 250,000

 —

 10.09

 June 27, 2032

 250,000

 250,000

 —

 8.57

 March 31, 2033

 125,000

 375,000

 —

 5.36

 February 20, 2034

 125,000

 375,000

 —

 8.58

 March 31, 2035

 30,000

 —

 —

 3.30

 December 13, 2027

 30,000

 —

 —

 2.30

 May 15, 2028

 27,300

 —

 —

 2.58

 October 1, 2028

 35,000

 —

 —

 2.93

 June 4, 2029

 70,000

 —

 —

 2.96

 January 6, 2030

 50,000

 —

 —

 5.49

 December 30, 2030

 —

 40,000

 —

 18.11

 August 2, 2031

 20,000

 20,000

 —

 10.09

 June 27, 2032

 —

 8.57

 March 31, 2033

 12,500

 37,500

 —

 5.36

 February 20, 2034

 12,500

 37,500

 —

 8.58

 March 31, 2035

 On March 31, 2025, our Compensation Committee granted
options to our Chief Executive Officer and Principal Financial Officer, which vest in four equal tranches based on four performance milestones
including 1) the Company engaging in a second Regulatory dialogue for blarcamesine, 2) the publication of preclinical blarcamesine prevention
Alzheimer's disease data, 3) the publication of blarcamesine clinical/biomarker Alzheimer's disease data and 4) the Company
entering into a collaboration or licensing agreement.

 Option Exercises and Stock Vested

 The following table sets forth for each named executive
officer awards that were exercised during the year ended September 30, 2025:

 Option Awards

 Name

 Number of shares acquired on exercise (#)

 Value realized on exercise ($)

 Christopher Missling

 687,500

 5,161,206

 —

 —

 Nonqualified Defined Contribution and Other
Nonqualified Deferred Compensation Plans

 There was no nonqualified deferred compensation for
our named executive officers in fiscal 2025.

 CEO Pay Ratio Disclosure

 We are providing the following information about the
relationship of the annual total compensation of our employees and the annual total compensation of our CEO. Based on the information
for fiscal 2025, we reasonably estimate that the ratio of our CEO's annual total compensation to the annual total compensation of
our median employee was 16:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using
the data and assumptions summarized below.

 We identified the median employee by examining the
2025 annual base salary compensation for all individuals, excluding our
 CEO. We excluded independent contractors retained on an as needed basis, whose compensation
is determined by an unaffiliated third party, and who are therefore are not considered our employees for purposes of the pay ratio calculation.

 We included all
employees who were employed by us as of September 30, 2025. We selected the determination date and measurement period because this was
the most recent period for which employee census and compensation information was readily available. Salaries and wages were annualized
for those employees who were not employed for the full year of fiscal 2025. We selected annual base salary as our compensation measure
because it is readily available in our existing payroll systems, it is consistently calculated for each employee, and because it is a
reasonable proxy for total compensation for purposes of determining the median employee. We did not apply any cost-of-living adjustments
to the compensation of employees in jurisdictions other than the jurisdiction in which the CEO resides.

 Once we identified our median employee, we calculated
such employee's annual total compensation for fiscal 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation
S-K, resulting in that employee's annual total compensation of $248,195. The median employee's annual total compensation includes
annualized base salary, annualized bonus, annualized 401(k) or RRSP matching contributions, and the fair value of awards granted during
the fiscal year ended September 30, 2025 under our 2022 Omnibus Incentive Plan.

 With respect to the CEO, we used the amount reported
as total compensation in the Summary Compensation Table included above. Any estimates and assumptions used to calculate total annual compensation
are described in footnotes to the Summary Compensation Table.

 Compensation of Directors

 The table below shows the compensation of our directors
who were not our named executive officers for the fiscal year ended September 30, 2025:

 Name

 Fees Earned or Paid in Cash
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($) (1)

 Non-Equity Incentive Plan Compensation ($)

 Nonqualified Deferred Compensation Earnings ($)

 All Other Compensation ($)

 Total
 ($)

 Jiong Ma

 41,000

 —

 —

 —

 —

 364,060

 Claus van der Velden

 41,000

 —

 —

 —

 —

 364,060

 Athanasios Skarpelos

 —

 —

 —

 —

 348,060

 Steffen Thomas

 —

 —

 —

 —

 348,060

 Peter Donhauser

 —

 —

 —

 —

 348,060

 (1) Includes stock option awards valued based on the
aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718. The amounts shown in the table above do not
necessarily reflect the actual value that may be realized by the non-employee director upon vesting. On September 30, 2025,
the aggregate number of outstanding vested and unvested stock option awards held by each director was as follows: Dr. Ma possessed options
to purchase 260,000 shares, Dr. van der Velden possessed options to purchase 405,500 shares, Mr. Skarpelos possessed options to purchase
455,500 shares, Dr. Thomas possessed options to purchase 455,500 shares and Dr. Donhauser possessed options to purchase 405,500 shares.

 We currently compensate non-employee directors $25,000
per year, paid quarterly. We compensate Dr. Ma an additional $4,000 per quarter for acting as Chair. We compensate Claus van der Velden
an additional $4,000 per quarter for performing the functions of Chairman of the Audit Committee, Compensation Committee and Nominating
and Corporate Governance Committee.

 We regularly grant members of the Board of Directors
awards of options. Each Board member is granted options initially when they join the Board of Directors, which typically vest over a three-year
period. Additionally, we grant awards on an annual basis. Annual awards of options typically vest over three years. In 2025, the annual
grant was 50,000 options to each director.

 In addition, directors are entitled to reimbursement
for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. Our
Board of Directors may award further special remuneration to any director undertaking any special services on our behalf other than services
ordinarily required of a director.

 Retirement or Similar Benefit Plans

 There are no arrangements or plans in which we provide
retirement or similar benefits for our directors. Executive officers are eligible for the broad-based retirement plans described more
fully above.

 Resignation, Retirement, Other Termination,
or Change in Control Arrangements

 Potential Payments Upon Termination

 The Company is a party to employment contracts with
our Chief Executive Officer and Principal Financial Officer that contain provisions for payment of severance upon termination by either
the Company without cause or by the employee for good reason. General terms of these arrangements are described below.

 Our CEO Employment Agreement with Dr. Missling contains
provisions regarding our obligations upon his termination and upon a Change in Control. Any capitalized term not defined herein is used
as defined in the CEO Employment Agreement. If Dr. Missling's employment is terminated by us without Cause, he is entitled to receive
payments by us consisting of (i) reimbursement of any unpaid business expenses to which he is entitled to reimbursement that were incurred
prior to the effective date of his termination, (ii) all vested compensation and benefits to which he is entitled as of the Termination
Date, (iii) a severance payment consisting of the three times the sum of (a) his annual salary in effect at the time of termination and
(b) the average of the annual Bonuses payable to him for the last three completed calendar years prior to the Termination Date, (iv) all
outstanding and unvested stock options and all options previously vested will become and remain exercisable for no less than three years
from the Termination Date; (v) all of his unvested and outstanding restricted stock, restricted stock units or other equity awards that
are unvested and outstanding as of the Termination Date shall vest and be settled within ten business days after the Termination Date,
(vi) life insurance coverage until the end of the term of the CEO Employment Agreement; and (vii) continued participation in all medical,
dental and hospitalization benefits plans or programs for Dr. Missling and his eligible dependents for 36 months or until he receives
similar benefits at a new employer, at his sole cost. If Dr. Missling's employment is terminated by him for Good Reason, he is entitled
to receive the same as the above, however the severance payment will consist of three times his annual salary in effect at the time of
termination and two times the average annual Bonuses payable to him for the last three completed calendar years prior to the Termination
Date.

 If Dr. Missling was terminated by the Company without
cause on September 30, 2025, he would have been entitled to a severance payment of $2.8 million. If Dr. Missling terminated his employment
for Good Reason on September 30, 2025, he would have been entitled to a severance payment of $2.7 million.

 Our CFO Employment Agreement with Ms. Boenisch contains
provisions regarding our obligations upon her termination. Any capitalized term not defined herein is used as defined in the CFO Employment
Agreement. Under the CFO Employment Agreement, if Ms. Boenisch is terminated without Cause, the Company shall pay Ms. Boenisch severance
compensation equal to twelve months base salary payable by the Company for the twelve-month period following the Termination. In addition,
the Company must provide Ms. Boenisch thirty (30) day notice of her Termination. If the Company opts to have Ms. Boenisch cease providing
services to the Company prior to the expiration of the thirty (30) day notice-period (the "Notice Period"), Ms. Boenisch shall
receive the Compensation and Benefits for the full length of the Notice Period as if such period was not waived. In addition, any unvested
stock options or stock awards vesting in the contract year of Termination held by Ms. Boenisch as of the Date of Termination shall immediately
vest.

 If Ms. Boenisch was terminated by the Company without
cause on September 30, 2025, she would have been entitled to continued salary payments equal to $0.2 million in total.

 The following table presents accelerated vesting for
certain equity awards outstanding at the time of the executive's termination for each Named Executive Officer, if employment were
terminated by either the Company without cause or by Dr. Missling for good reason on September 30, 2025:

 Vesting Upon Termination

 Named Executive Officer

 Unvested Stock Options (#)

 Stock Option Awards Estimated Benefit ($) (1)

 Dr. Christopher Missling

 2,083,333

 1,983,333

 —
 (2)

 —

 (1) Estimated benefit based on the closing stock price
of $8.90 at September 30, 2025.

 (2) Ms. Boenisch's unvested stock options at
September 30, 2025 all contained performance based vesting conditions, therefore such options would not automatically vest upon Termination.

 Potential Payments Upon Change in Control

 If the Company is subject to a Change in Control,
then the CEO Employment Agreement and the CFO Employment Agreement provide that all previously granted but unvested stock options held
by Dr. Missling and Ms. Boenisch shall vest.

 The following table presents accelerated vesting for
certain equity awards outstanding to the Named Executive Officer, if a change in control had occurred at September 30, 2025:

 Vesting Due to Change in Control

 Named Executive Officer

 Unvested Stock Options (#)

 Stock Option Awards
 Estimated Benefit ($) (1)

 Dr. Christopher Missling

 2,083,333

 1,983,333

 160,000

 153,000

 (1) Estimated benefit based on the closing stock price
of $8.90 at September 30, 2025.

 For a complete description of these terms and conditions please refer
to the CEO Employment Agreement and CFO Employment Agreement (and their amendments) filed as exhibits to this Annual Report on Form 10-K.

 ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth, as of November 24, 2025, certain information
with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5%
of our common stock and by each of our current directors and our named executive officers and by our current directors and executive officers
as a group. We have determined the number and percentage of shares beneficially owned by such person in accordance with Rule 13d-3 under
the Securities Exchange Act of 1934. This information does not necessarily indicate beneficial ownership for any other purpose.

 Title of class

 Name and address of
 beneficial owner

 Amount and nature of
 beneficial ownership

 Percent of
 class (1)

 Directors and Named Executive Officers

 Christopher Missling (CEO/Director)

 7,727,386

 (2)

 8.1

 %

 Jiong Ma (Director, Chair)

 160,001

 (3)

 *

 Claus van der Velden (Director)

 305,501

 (4)

 *

 Athanasios Skarpelos (Director)

 1,661,959

 (5)

 1.9

 %

 Steffen Thomas (Director)

 399,152

 (6)

 *

 Peter Donhauser (Director)

 310,501

 (7)

 *

 Sandra Boenisch (Principal Financial Officer)

 335,262

 (8)

 *

 Directors & Executive Officers as a group (7 persons)

 10,899,762

 11.2

 %

 5% Holders

 BlackRock, Inc.
 55 East 52 nd Street
 New York, NY 10055

 6,671,075

 (9)

 7.5

 %

 *Less than 1%

 (1)
 Percentage of ownership is based on 89,348,107 of our common stock issued and outstanding as of November
24, 2025. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information
furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the rules of the Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60
days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants but are
not deemed outstanding for purposes of computing the percentage ownership of any other person.

 (2)
 Includes options to purchase 379,625 shares of our common stock at $6.26 per share, options to purchase
861,429 shares of our common stock at $7.06 per share, options to purchase 500,000 shares of our common stock at $3.28 per share, options
to purchase 450,000 shares of our common stock at $5.92 per share, options to purchase 400,000 shares of our common stock at $3.30 per
share, options to purchase 450,000 shares of our common stock at $2.30 per share, options to purchase 409,500 shares of our common stock
at $2.58 per share, options to purchase 750,000 shares of our common stock at $3.15 per share, options to purchase 550,000 shares of our
common stock at $2.96 per share, options to purchase 550,000 shares of our common stock at $5.49 per share, options to purchase 166,667
shares of our common stock at $7.54 per share, options to purchase 250,000 shares of our common stock at $10.09 per share, options to
purchase 250,000 shares of our common stock at $8.57 per share, options to purchase 125,000 shares of our common stock at $5.36 per share
and options to purchase 125,000 shares of our common stock at $8.58 per share that are vested or are vesting within 60 days. Excludes
options to purchase 500,000 shares of our common stock at $18.11 per share, options to purchase 333,333 shares of our common stock at
$7.54 per share, options to purchase 250,000 shares of our common stock at $10.09 per share, options to purchase 250,000 shares at $8.57
per share, options to purchase 375,000 shares of common stock at $5.36 per share and options to purchase 375,000 shares of our common
stock at $8.58 per share that do not vest within 60 days.

 (3)
 Includes options to purchase 35,000 shares of our common stock at $13.01 per share, options to purchase
25,000 shares of our common stock at $18.11 per share, options to purchase 50,000 shares of our common stock at $10.09 per share, options
to purchase 33,334 shares of our common stock at $8.57 per share and options to purchase 16,667 shares of our common stock at $5.36 per
share that have vested or are vesting within 60 days. Excludes options to purchase 16,666 shares of our common stock at $8.57 per share,
options to purchase 33,333 shares of our common stock at $5.36 per share and options to purchase 50,000 shares of common stock at $8.58
per share that do not vest within 60 days.

 (4)
 Includes options to purchase 50,000 shares of our common stock at $2.60 per share, options to purchase
45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, options
to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per
share, options to purchase 50,000 shares of our common stock at $10.09 per share, options to purchase 33,334 shares of our common stock
at $8.57 per share and options to purchase 16,667 shares of our common stock at $5.36 per share that have vested or are vesting within
60 days. Excludes options to purchase 16,666 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of our common
stock at $5.36 per share and options to purchase 50,000 shares of common stock at $8.58 per share that do not vest within 60 days.

 (5)
 Includes options to purchase 100,000 shares of our common stock at $3.28 per share, options to purchase
45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, options
to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per
share, options to purchase 50,000 shares of our common stock at $10.09 per share, options to purchase 33,334 shares of our common stock
at $8.57 per share and options to purchase 16,667 shares of our common stock at $5.36 per share that have vested or are vesting within
60 days. Excludes options to purchase 16,666 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of our common
stock at $5.36 per share and options to purchase 50,000 shares of common stock at $8.58 per share that do not vest within 60 days.

 (6)
 Includes options to purchase 100,000 shares of our common stock at $3.28 per share, options to purchase
45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, options
to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per
share, options to purchase 50,000 shares of our common stock at $10.09 per share, options to purchase 33,334 shares of our common stock
at $8.57 per share and options to purchase 16,667 shares of our common stock at $5.36 per share that have vested or are vesting within
60 days. Excludes options to purchase 16,666 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of our common
stock at $5.36 per share and options to purchase 50,000 shares of common stock at $8.58 per share that do not vest within 60 days.

 (7)
 Includes options to purchase 50,000 shares of our common stock at $5.39 per share, options to purchase
45,500 shares of our common stock at $2.58 per share, options to purchase 50,000 shares of our common stock at $2.96 per share, options
to purchase 35,000 shares of our common stock at $5.49 per share, options to purchase 25,000 shares of our common stock at $18.11 per
share, options to purchase 50,000 shares of our common stock at $10.09 per share, options to purchase 33,334 shares of our common stock
at $8.57 per share and options to purchase 16,667 shares of our common stock at $5.36 per share that have vested or are vesting within
60 days. Excludes options to purchase 16,666 shares of our common stock at $8.57 per share, options to purchase 33,333 shares of our common
stock at $5.36 per share and options to purchase 50,000 shares of common stock at $8.58 per share that do not vest within 60 days.

 (8)
 Includes options to purchase 30,000 shares of our common stock at $3.30 per share, options to purchase
30,000 shares of our common stock at $2.30 per share, options to purchase 27,300 shares of our common stock at $2.58 per share, options
to purchase 35,000 shares of our common stock at $2.93 per share, options to purchase 70,000 shares of our common stock at $2.96 per share,
options to purchase 50,000 shares of our common stock at $5.49 per share, options to purchase 20,000 shares of common stock at $10.09
per share, options to purchase 25,000 shares of our common stock at $8.57 per share, options to purchase 12,500 shares of our common
stock at $5.36 per share and options to purchase 12,500 shares of our common stock at $8.58 per share that have vested or are vesting
within 60 days. Excludes options to purchase 40,000 shares of our common stock at $18.11 per share, options to purchase 20,000 shares
of our common stock at $10.09 per share, options to purchase 25,000 shares of our common stock at $8.57 per share, options to purchase
37,500 shares of common stock at $5.36 per share and options to purchase 37,500 shares of our common stock at $8.58 per share that do
not vest within 60 days.

 (9)
 Based on Schedule 13G/A as filed with the SEC and dated on January 25, 2024.

 Change in Control

 We are unaware of any contract or other arrangement, the operation of which
may at a subsequent date result in a change of control of our Company.

 Securities Authorized for Issuance under Equity Compensation Plans
or Individual Compensation Arrangements

 The following table summarizes certain information regarding our equity
compensation plan or individual compensation arrangements at September 30, 2025:

 Equity Compensation Plan Information

 Plan Category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights
 (a)

 Weighted-average exercise price of outstanding options, warrants and rights
 (b)

 Number of securities remaining available for future issuances under equity compensation plans (excluding securities reflected in column (a))
 (c)

 Equity compensation plans approved by security holders

 26,050,553

 7.25

 8,436,882

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 26,050,553

 7.25

 8,436,882

 2022 Stock Option Plan

 On March 25, 2022, the Board approved the 2022 Omnibus
Incentive Plan (the "2022 Plan"). The 2022 Plan was approved by stockholders on May 24, 2022. Under the terms of the 2022
Plan, 10,000,000 additional shares of Common Stock will be available for issuance under the 2022 Plan, in addition to the shares available
under the 2019 Plan and the 2015 Plan. Any awards outstanding under a previous stock option plan will remain subject to and be paid under
such plan, and any shares subject to outstanding awards under a previous plan that subsequently cease to be subject to such awards (other
than by reason of settlement of the awards in shares) will automatically become available for issuance under the 2022 Plan.

 The 2022 Plan provides that it may be administered
by the Board, or the Board may delegate such responsibility to a committee. The exercise price will be determined by the Board at the
time of grant and shall be at least equal to the fair market value on such date. If the grantee is a 10% stockholder on the grant date,
then the exercise price shall not be less than 110% of fair market value of the Company's shares of common stock on the grant date.
Stock options may be granted under the 2022 Plan for an exercise period of up to ten years from the date of grant of the option or such
lesser periods as may be determined by the Board, subject to earlier termination in accordance with the terms of the 2022 Plan.

 On April 17, 2025, the Board approved an amendment
to the 2022 Plan (the "Amendment"). The Amendment was approved by the stockholders on June 10, 2025. The Amendment increased
the number of shares of common stock reserved for issuance under the 2022 Plan by 4,000,000 shares for a total of 14,000,000. In addition,
the Amendment established a minimum vesting period of one year for all awards granted under the 2022 Plan and limited the discretion to
accelerate the vesting of awards upon a separation from service, with limited exceptions permitted. Finally, the Amendment prohibited
liberal share recycling provisions.

 The purpose of the 2022 Plan is to retain the services
of valued key employees and consultants of our Company and such other persons, and to encourage such persons to acquire a greater proprietary
interest in our Company, thereby strengthening their incentive to achieve the objectives of the stockholders of our Company. The purpose
is also to serve as an aid and inducement in the hiring of new employees and to provide an equity incentive to consultants.

 ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Transactions with related persons

 There has not been nor is there currently proposed
any transaction or series of similar transactions requiring disclosure in this Annual Report to which we were or are a party in which
any director, executive officer, holder of more than 5% of our Common Stock or any member of the immediate family of any of the foregoing
persons had or will have a direct or indirect material interest, other than compensation for legal services, described below, and compensation
agreements and other arrangements which are described in "Item 11. Executive Compensation" and "Item 12. Security Ownership
of Certain Beneficial Owners and Management". In accordance with the charter of the Company's Audit Committee, the Company's
policy is to require that any related party transactions be reviewed and approved by the Audit Committee.

 Legal Services

 During the year ended September 30, 2025, the brother
of our CEO provided legal services to the Company. In exchange for these services, the Company paid $88,541 to the brother of our CEO
and issued options to purchase 50,000 shares of our common stock at $8.58 per share. The grant date fair value of the options was $308,200
computed in accordance with FASB ASC Topic 718. The value does not necessarily reflect the actual value that may be realized by the related
party upon vesting. The options vest in four equal tranches based on four performance milestones.

 All such services provided by the related party to
the Company were made in the ordinary course of business.

 Compensation of Named Executive Officers and
Directors

 For information regarding compensation of named executive
officers and directors, please see "Item 11. Executive Compensation."

 Director Independence

 Under the NASDAQ Stock Market Rules, the Board has
a responsibility to make an affirmative determination that those members of its Board that serve as independent directors do not have
any relationships with the Company and its businesses that would impair their independence. The Board has determined that that Christopher
Missling, PhD is not independent, as that term is defined by NASDAQ 5605(a)(2), because Mr. Missling serves as our President, Chief Executive
Officer, and Secretary.

 The Board has determined that that Claus van der Velden,
Athanasios Skarpelos, Steffen Thomas, Peter Donhauser and Jiong Ma are independent, as that term is defined by NASDAQ 5605(a)(2) and the
applicable rules of the Commission.

 ITEM 14. PRINCIPAL ACCOUNTING
FEES AND SERVICES

 Fees Paid to Our Independent Registered Public
Accounting Firm

 The following table sets forth the aggregate fees
billed or expected to be billed to our Company for professional services rendered by our independent registered public accounting firm,
Grant Thornton, LLP for the fiscal years ended September 30, 2025 and 2024:

 2025

 2024

 Audit Fees

 $
 523,950

 $
 446,250

 Audit Related Fees

 —

 —

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total Fees

 $
 523,950

 $
 446,250

 Audit Fees. Consist of fees billed for
professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly
reports, services performed in connection with regular filings with the Commission, including comfort and consent letters for the fiscal
years ended September 30, 2025 and 2024 in connection with statutory and regulatory filings or engagements.

 Policy on Pre-Approval by Audit Committee of
Services Performed by Independent Registered Public Accounting Firm

 Our Audit Committee pre-approves all services provided
by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by our Audit Committee.

 Our Audit Committee has considered the nature and
amount of fees billed or expected to be billed by Grant Thornton LLP and believes that the provision of services for activities unrelated
to the audit was compatible with maintaining Grant Thornton LLP's independence.

 ITEM 15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES

 Exhibit
 Number

Description

 (1)

 Underwriting Agreement

 1.1

 Sales Agreement, dated July 25, 2025, by and between the Company and TD Securities (USA) LLC (incorporated by reference to our Current Report on Form 8-K filed on July 28, 2025)

 (3)

 Articles of Incorporation and Bylaws

 3.1

 Articles of Incorporation, as amended (incorporated by reference to our Annual Report on Form 10-K for the year ended September 30, 2021 filed on November 24, 2021)

 3.2

 Amended and Restated Bylaws (incorporated by reference to our Current Report on Form 8-K filed on April 14, 2023)

 (4)

 Instruments Defining the Rights of Security Holders

 4.1

 Description of Registrant' s Securities (incorporated by reference to our Annual Report on Form 10-K filed on November 28, 2022)

 4.2

 Registration Rights Agreement, dated February 3, 2023, by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 7, 2023)

 (10)

 Material Contracts

 10.1^

 2015 Omnibus Incentive Plan (incorporated by reference to our Annual Report on Form 10-K filed on December 29, 2015)

 10.2^

 2019 Omnibus Incentive Plan (incorporated by reference to our Proxy Statement, dated February 11, 2019, as filed on February 11, 2019)

 10.3^

 2022 Omnibus Incentive Plan (incorporated by reference to our Registration Statement on Form S-8, as filed on June 10, 2022)

 10.4

 Amendment No.1 to 2022 Omnibus Incentive Plan (incorporated by reference to our Current Report on Form 8-K filed on June 13, 2025)

 10.5^

 Employment Agreement, dated as of July 5, 2013, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 14, 2013)

 10.6^

 First Amendment to Employment Agreement, dated as of July 5, 2016, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on July 7, 2016)

 10.7^

 Amended and Restated First Amendment to Employment Agreement, dated as of July 18, 2016, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on July 22, 2016)

 10.8^

 Second Amendment to Employment Agreement, dated as of May 3, 2019 by and between the Company and Christopher Missling, PhD (incorporated by reference to our Quarterly Report on Form 10-Q filed on May 9, 2019)

 10.9^

 Third Amendment to Employment Agreement, dated April 7, 2022 by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on April 8, 2022)

 10.10^

 Fourth Amendment to Employment Agreement, dated July 3, 2025, by and between the Company and Christopher Missling, PhD (incorporated by reference to our Current Report on Form 8-K filed on July 3, 2025)

 10.11^

 Amended and Restated Employment Agreement by and between the Company and with Sandra Boenisch (incorporated by reference to our Annual Report on Form 10-K filed on December 11, 2017)

 10.12^

 Amendment No. 1 to Amended and Restated Employment Agreement between the Company and Sandra Boenisch, dated February 4, 2020 (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 6, 2020)

 10.13^

 Amendment No. 2 to Amended and Restated Employment Agreement between the Company and Sandra Boenisch, dated February 28, 2022 (incorporated by reference to our Current Report on Form 8-K filed on March 4, 2022)

 10.14^

 Amendment No. 3 to Amended and Restated Employment Agreement between the Company and Sandra Boenisch, dated July 3, 2025 (incorporated by reference to our Current Report on Form 8-K filed on July 3, 2025)

 10.15

 Purchase Agreement dated February 3, 2023 by and between the Company and Lincoln Park Capital Fund, LLC (incorporated by reference to our Quarterly Report on Form 10-Q filed on February 7, 2023)

 (14)

 Code of Ethics

 14.1

 Code of Ethics Adopted on August 1, 2023 (incorporated by reference to our Annual Report on Form 10-K filed on November 27, 2023)

 19.1

 Insider Trading Policy (incorporated by reference to our Annual Report on Form 10-K filed on December 23, 2024)

 (21)

 Subsidiaries

 21.1*

 Subsidiaries of the Registrant

 (23)

 Consent

 23.1*

 Consent of Independent Registered Public Accounting Firm

 (31)

 Section 302 Certifications

 31.1*

 Section 302 Certification of Christopher Missling, PhD.

 31.2*

 Section 302 Certification of Sandra Boenisch

 (32)

 Section 906 Certifications

 32.1**

 Section 906 Certification of Christopher Missling, PhD and Sandra Boenisch

 (97)

 Policy Relating to Recovery of Erroneously Awarded Compensation

 97.1

 Anavex Life Sciences Corp. Compensation Clawback Policy (incorporated by reference to our Annual Report on Form 10-K filed on November 27, 2023)

 (101)

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 * Filed herewith.

 ** The certification attached as Exhibit 32.1 that accompanies
this Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Registrant under the
Securities Act or the Exchange Act, whether made before or after the date of this Form 10-K, irrespective of any general incorporation
language contained in such filing.

 ^ Denotes a management contract or compensatory plan or arrangement.

 ITEM 16. FORM 10-K SUMMARY

 Not Applicable.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly authorized.

 Date: November 25, 2025

 ANAVEX LIFE SCIENCES CORP.

 By:

 /s/ Christopher Missling, PhD

 Name:

 Title:

 Chief Executive Officer (Principal Executive Officer)

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signatures

 Title(s)

 Date

 /s/ Christopher Missling, PhD

 Chief Executive Officer (Principal Executive Officer) and Director

 /s/ Sandra Boenisch

 Sandra Boenisch, CPA, CGA

 Principal Financial Officer and Treasurer (Principal Accounting Officer)

 /s/ Jiong Ma, PhD

 Jiong Ma, PhD

 Director, Chair

 /s/ Claus van der Velden, PhD

 Claus van der Velden, PhD

 /s/Athanasios Skarpelos

 Athanasios Skarpelos

 /s/ Steffen Thomas, PhD

 Steffen Thomas, PhD

 /s/ Peter Donhauser, D.O.

 Peter Donhauser, D.O.