Anavex生命科学公司美股招股说明书(2025-07-25版)

our common stock having an aggregate offering price of up to $150 million from time to time through or to TD Cowen, acting as ourSales of our common stock, if any, under this prospectus supplement will be made by any method permitted that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, (the “Securities Act”), includingwithout limitation sales made through The Nasdaq Capital Market or any other trading market for our common stock, or by any othermethod permitted by law. TD Cowen is not required to sell any specific amount of securities, but will act as our sales agent usingcommercially reasonable efforts consistent with its normal trading and sales practices on mutually agreed terms between TD Cowenand us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Under the Sales Agreement, TD Cowen will be entitled to compensation at a commission rate equal to up to 3.0% of the grosssales price for sales of common stock sold pursuant to the Sales Agreement. See “Plan of Distribution” beginning on page S-41 foradditional information regarding the compensation to be paid to TD Cowen. In connection with the sale of the common stock on ourbehalf, TD Cowen will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of TD Cowenwill be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to TDCowen with respect to certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as Our common stock is listed on The Nasdaq Capital Market under the symbol “AVXL”. On July 24, 2025, the closing price of ourcommon stock, as reported on The Nasdaq Capital Market, was $12.74 per share.Investing in our common stock involves a high degree of risk. You should review carefully the risks and uncertaintiesreferenced under the heading “Risk Factors” on page S-4 of this prospectus supplement, under the heading “Risk Factors” onpage 10 of the accompanying base prospectus and in the documents that are incorporated by reference into this prospectus these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. TD CowenProspectus Supplement dated July 25, 2025 EXPERTSWHERE YOU CAN FIND MORE INFORMATION “SEC”) using a “shelf” registration process. By using a shelf registration statement, we may offer shares of our common stock havingan aggregate offering price of up to $150,000,000 from time to time under this prospectus supplement at prices and on terms to be We are providing information to you about this offering of our common stock in two separate documents that are boundtogether: (1) this prospectus supplement, which describes the specific terms of this offering, and (2) the accompanying baseprospectus, which provides general information, some of which may not apply to this offering. This prospectus supplement may alsoadd to, update or change information contained in the accompanying base prospectus. If information in this prospectus supplement isinconsistent with the accompanying base prospectus, you should rely on this prospectus supplement. To the extent there is a conflictbetween the information contained in this prospectus supplement, on the one hand, and the information contained in any documentincorporated by reference in this prospectus supplement, on the other hand, you should rely on the information in this prospectus This prospectus supplement, the accompanying base prospectus and any free-writing prospectus that we prepare or authorizecontain and incorporate by reference information that you should consider when making your investment decision. We have not, andTD Cowen has not, authorized anyone to provide you with additional or different information or to make any representation other thanthose contained or incorporated by reference in this prospectus supplement. If anyone provides you with different or inconsistentinformation, you should not rely on it. Neither we nor TD Cowen are making an offer to sell or soliciting an offer to buy our securitiesin any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is notqualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should not assume that the informationcontained in this prospectus supplement or the accompanying base prospectus is accurate as of any date other than the date on the front information described under the headings “Where You Can Find More Information” and “Documents Incorporated by Reference”before you invest, as these documents contain information you should consider when making your investment decision. As used in this prospectus supplement, unless the context otherwise requires, references to the “Company,” “Ana