SecProbe.io

April 30 , 2014

Via E -mail
Christopher Missling, Ph.D.
Chief Executive Officer
Anavex Life Sciences Corp.
51 W. 52nd Street, 7th Floor
New York, NY 10019 -6163

Re: Anavex Life Sciences Corp.
  Registration Statement on Form S-1
Filed April 11, 2014
  File No. 333 -195225

Dear Dr. Missling:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you  to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

1. We note that you are registering the sale of 101,000,004 shares of common stock by
various selling stockholders.  Given the size relative to the number of shares outstanding
held by non -affiliates, the nature of the offering and the selling security holde rs, the
transaction appears to be a primary offering.  Because you are not eligible to conduct a
primary offering of this size on form S -3 you are not eligible to conduct a primary at -the-
market offering under Rule 415(a)(4).

If you disagree with our ana lysis, please advise the staff of the company’s basis for
determining that the transaction is appropriately characterized as a transaction that is
eligible to be made under rule 415(a)(1)(i).  In your analysis, please refer to Securities
Act Rules C&DI Que stion 612.09 and address the following among any other relevant
factors:

 How long the selling shareholders have held the shares;

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
April 30 , 2014
Page 2

  The circumstances under which they received them;

 Their relationship to the issuer;

 The amount of shares involved;

 Whether the sellers are in the business of underwriting securities; and

 Whether under all the circumstances it appears that the seller is acting as a conduit for
the issuer.

2. Please provide us, with a view toward disclosure in the prospectus, with the total dollar
value of the securities underlying the convertible notes  that you have registered for resale
(using the number of underlying securities that you have registered for r esale and the
market price per share for those securities on the date of the sale of the convertible notes ).

3. Please provide us, with a view toward disclosure in the prospectus, with tabular
disclosure of the dollar amount of each payment (including the va lue of any payments to
be made in common stock) in connection with the transaction that you have made or may
be required to make to any selling shareholder, any affiliate of a selling shareholder, or
any person with whom any selling shareholder has a contr actual relationship regarding
the transaction (including any interest payments, liquidated damages, payments made to
“finders” or “placement agents,” and any other payments or potential payments).  Please
provide footnote disclosure of the terms of each su ch payment.  Please do not include any
repayment of principal on the convertible notes in this disclosure.

Further, please provide us, with a view toward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the  convertible notes,  and the
total possible payments to all selling shareholders and any of their affiliates in the first
year following the sale of convertible notes .

4. Please provide us, with a view toward disclosure in the prospectus, with tabular
disclos ure of:

 the total possible profit the selling shareholders could realize as a result of the
conversion discount for the securities underlying the convertible note , presented in a
table with the following information disclosed separately:

 the market price per share of the securities underlying the convertible note  on
the date of the sale of the convertible note;

 the conversion price per share of the underlying securities on the date of the
sale of the convertible note , calculated as follows:

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
April 30 , 2014
Page 3

 - if the conversion price per share is set at a fixed price, use the price per
share established in the convertible note; and

 the total possible shares underlying the convertible note (assuming no interest
payments and complete conversion throughout the term of  the note);

 the combined market price of the total number of shares underlying the
convertible note , calculated by using the market price per share on the date of
the sale of the convertible note and the total possible shares underlying the
convertible n ote;

 the total possible shares the selling shareholders may receive and the
combined conversion price of the total number of shares underlying the
convertible note calculated by using the conversion price on the date of the
sale of the convertible note an d the total possible number of shares the selling
shareholders may receive; and

 the total possible discount to the market price as of the date of the sale of the
convertible note calculated by subtracting the total conversion price on the
date of the sal e of the convertible note from the combined market price of the
total number of shares underlying the convertible note on that date.

If there are provisions in the convertible note that could result in a change in the price per
share upon the occurrence of certain events, please provide additional tabular disclosure
as appropriate.

5. Please provide us, with a view toward disclosure in t he prospectus, with tabular
disclosure of:

 the total possible profit to be realized as a result of any conversion discounts for
securities underlying any other warrants, options, notes, or other securities of the
issuer that are held by the selling share holders or any affiliates of the selling
shareholders, presented in a table with the following information disclosed separately:

 market price per share of the underlying securities on the date of the sale of
that other security;

 the conversion/exercise  price per share as of the date of the sale of that other
security, calculated as follows;

-  if the conversion/exercise price per share is set at a fixed price, use the
price per share on the date of the sale of that other security; and

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
April 30 , 2014
Page 4

 -  if the conve rsion/exercise price per share is not set at a fixed price and,
instead, is set at a floating rate in relationship to the market price of the
underlying security, use the conversion/exercise discount rate and the
market rate per share on the date of the sa le of that other security and
determine the conversion price per share as of that date;

 the total possible shares to be received under the particular securities
(assuming complete conversion/exercise);

 the combined market price of the total number of underlying shares,
calculated by using the market price per share on the date of the sale of that
other security and the total possible shares to be received;

 the total possible shares to be received and t he combined conversion price of
the total number of shares underlying that other security calculated by using
the conversion price on the date of the sale of that other security and the total
possible number of underlying shares; and

 the total possible d iscount to the market price as of the date of the sale of that
other security, calculated by subtracting the total conversion/exercise price on
the date of the sale of that other security from the combined market price of
the total number of underlying sha res on that date.

6. Please provide us, with a view toward disclosure in the prospectus, with tabular
disclosure of:

 the gross proceeds paid or payable to the issuer in the convertible note transaction;

 all payments that have been made or that may be required to be made by the issuer
that are disclosed in response to Comment Three;

 the resulting net proceeds to the issuer; and

 the combined total possible profit to be realized as a result of any conversion
discounts regarding the securities underlying the convertible notes and any other
warrants, options, notes, or other securities of the issuer that are held by the selling
share holders or any affiliates of the selling shareholders that is disclosed in response
to Comment Four and Comment Five.

Further, please provide us, with a view toward disclosure in the prospectus, with
disclosure – as a percentage – of the total amount of all possible payments as disclosed in
response to Comment Three and the total possible discount to the market price of the
shares underlying the convertible note as disclosed in response to Comment Four divided

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
April 30 , 2014
Page 5

 by the net proceeds to the issuer from the sa le of the convertible notes, as well as the
amount of that resulting percentage averaged over the term of the convertible notes.

7. Please provide us, with a view toward disclosure in the prospectus, with tabular
disclosure of all prior securities transacti ons between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or
any person with whom any selling shareholder has a contractual relationship regarding
the transaction (or any predecessors of t hose persons), with the table including the
following information disclosed separately for each transaction:

 the date of the transaction;

 the number of shares of the class of securities subject to the transaction that were
outstanding prior to the tran saction;

 the number of shares of the class of securities subject to the transaction that were
outstanding prior to the transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholde rs;

 the number of shares of the class of securities subject to the transaction that were
issued or issuable in connection with the transaction;

 the percentage of total issued and outstanding securities that were issued or issuable
in the transaction (a ssuming full issuance), with the percentage calculated by taking
the number of shares issued and outstanding prior to the applicable transaction and
held by persons other than the selling shareholders, affiliates of the company, or
affiliates of the sellin g shareholders, and dividing that number by the number of
shares issued or issuable in connection with the applicable transaction;

 the market price per share of the class of securities subject to the transaction
immediately prior to the transaction (reverse split adjusted, if necessary); and

 the current market price per share of the class of securities subject to the transaction
(reverse split adjusted, if necessary).

8. Please provide us, with a view toward disclosure in the prospectus, with tabula r
disclosure comparing:

 the number of shares outstanding prior to the convertible note transaction that are
held by persons other than the selling shareholders, affiliates of the company, and
affiliates of the selling shareholders;

 the number of shares  registered for resale by the selling shareholders or affiliates of
the selling shareholders in prior registration statements;

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
April 30 , 2014
Page 6

 the number of shares registered for resale by the selling shareholders or affiliates of
the selling shareholders that continue to be held by the selling shareholders or
affiliates of the selling shareholders;

 the number of shares that have been sold in registered resale transactions by the
selling shareholders or affiliates of the selling shareholders; and

 the number of shares  registered for resale on behalf of the selling shareholders or
affiliates of the selling shareholders in the current transaction.

In this analysis, the calculation of the number of outstanding shares should not
include any securities underlying any outstanding convertible securities, options, or
warrants.

9. Please provide us, with a view toward disclosure in the prospectus, with the following
information:

 whether the issuer has the intention, and a reasonable basis to believe that it will have
the financial ability, to make all payments on the overlying securities; and

 whether – based on information obtained from the selling shareholders – any of the
selling shareholders have an existing short position in the company’s common stock
and, if any of t he selling shareholders have an existing short position in the
company’s stock, the following additional information:

- the date on which each such selling shareholder entered into that short position;
and

- the relationship of the date on which each such selling shareholder entered into
that short position to the date of the announcement of the convertible note
transaction and the filing of the registration statement ( e.g., before or after the
announcement of the convertible note transaction, before the fi ling or after the
filing of the registration statement, etc.).

10. Please provide us, with a view toward disclosure in the prospectus, with:

 a materially complete description of the relationships and arrangements that have
existed in the past three years or are to be performed in the future between the issuer
(or any of its predecessors) and the selling shareholders, any affiliates of the selli ng
shareholders, or any person with whom any selling shareholder has a contractual
relationship regarding the transaction (or any predecessors of those persons) – the
information provided should include, in reasonable detail, a complete description of

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
April 30 , 2014
Page 7

 the rights and obligations of the parties in connection with the sale of the convertible
notes; and

 copies of all agreements between the issuer (or any of its predecessors) and the selling
shareholders, any affiliates of the selling shareholders, or any pers on with whom any
selling shareholder has a contractual relationship regarding the transaction (or any
predecessors of those persons) in connection with the sale of the convertible notes.  In
this regard, we note that the placement agent agreement with Maxi m Group does not
appear to be filed as an exhibit to the registration statement .

If it is your view that such a description of the relationships and arrangements between
and among those parties already is presented in the prospectus and that all agreemen ts
between and/or among those parties are included as exhibits to the registration statement,
please provide us with confirmation of your view in this regard.

11. Please provide us, with a view toward disclosure in the prospectus, with a description of
the me thod by which the company determined the number of shares it seeks to register in
connection with this registration statement.  In this regard, please ensure that the number
of shares registered in the fee table is consistent with the shares listed in the “Selling
Shareholders” section of the prospectus.

12. With respect to the shares to be offered for resale by each selling security holder that is a
legal entity, please disclose the natural person or persons who exercise the sole or shared
voting and/or dispo sitive powers with respect to the shares to be offered by that
shareholder.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management ar