SecProbe.io

June 5 , 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
Response dated May 22, 2014
  File No. 333 -195225

Dear Dr. Missling:

We have reviewed your May 22, 2014 response to our April 30, 2014 comment letter and
have the following additional 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 thi s 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 your response to comment 4 and the proposed disclosure you have provided to
address the co mment.  Please revise the sixth column of your table to provide the total
value of the shares underlying the convertible note by multiplying the conversion price
on the date of sale by the total number of shares the selling shareholders may receive
under t he convertible note.

2. Please revise your proposed tabular disclosure to reflect any provisions in the convertible
note that could result in a change in the conversion price per share upon the occurrence of
certain events.  Please also identify any such pro visions in the convertible note.  In this
regard, we note the disclosure in your Form 8 -K filed March 19, 2014 with respect to the
Securities Purchase Agreement indicating that the initial conversion price for the
debentures is subject to adjustment for di stributions payable in shares of common stock,
subdivisions of outstanding shares of common stock into larger number of shares,
combinations, and reclassification events.

Christopher Missling, Ph.D.
Anavex Life Sciences Corp.
June 5 , 2014
Page 2

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
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 are in
possession of all facts relating to a company’s disclosure, th ey are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from t he company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission  or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff commen ts and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact Austin Stephenson at (202) 551 -3192, Bryan Pitko at (202) 551 -3203, or
me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. R iedler
Assistant Director

cc: Via E -Mail
Clayton E. Parker, Esq.
K&L Gates LLP