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   Anavex Life Sciences Corp. - SEC Correspondence - Filed by newsfilecorp.com

ANAVEX LIFE SCIENCES CORP.
51 West
52nd Street, 7th Floor

New York, New York 10019-6163

May 22, 2014

VIA EDGAR

Jeffrey P. Riedler
Assistant Director
United States
Securities and Exchange Commission
Division of Corporate Finance
100 F
Street, N.E.
Washington, D.C. 20549
Tel: (202) 551-3715

    Re:
    Anavex Life Sciences Corp.

    Registration Statement on Form S-1

    Filed April 11, 2014

    File No. 333-195225

Ladies and Gentlemen:

          Anavex
Life Sciences Corp. (the “Company”) confirms receipt of the letter dated
April 30, 2014 from the staff (the “Staff”) of the U.S. Securities and
Exchange Commission (the “Commission”) with respect to the
above-referenced filing (the “Registration Statement”). We are responding
to the Staff’s comments as set forth below. The Company’s responses to the
Staff’s comments are in identical numerical sequence. For the convenience of the
Staff, each comment is repeated verbatim with the Company’s response immediately
following.

    COMMENT 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 holders, 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 analysis, 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 Question 612.09 and address the following among any other relevant factors:

Jeffrey P. Riedler

U.S. Securities and Exchange Commission

May 22, 2014

Page 2

•

How long the selling shareholders have held the shares;

•

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.

RESPONSE:

      None of the shares of the Company’s common stock (“Common Stock”) to          be registered under the Registration Statement are currently directly held          by any of the selling security holders listed therein (such holders, the          “Selling Security Holders”); none of such shares have been issued by the          Company. The shares of Common Stock to be registered under the          Registration Statement underlie convertible securities (senior debentures,          the “Debentures”, and warrants, the “Warrants”, collectively, the          “Securities”) issued to the Selling Security Holders pursuant to the          securities purchase agreement (the “Securities Purchase Agreement”)          entered into by and among the Company and the Selling Security Holders          on March 13, 2014 (such transaction, the “Investment”). As such, the          Selling Security Holders are currently indirect beneficial owners of the          shares of Common Stock to be registered under the Registration Statement.          The debt evidenced by the Debentures has a thirty (30) year maturity date,          and until the maturity date, such debt is convertible into shares of          Common Stock in satisfaction thereof. The Warrants have a term of five (5)          years. Pursuant to the Securities Purchase Agreement and ancillary          documents, the Company agreed to register all of the shares of Common          Stock underlying the Debentures and Warrants on behalf of the Selling          Security Holders. Upon exercise of the Warrants, or conversion of the          Debentures, an applicable amount of shares of Common Stock shall be          issued to the exercising or converting Selling Security Holder. The          Company shall not receive any proceeds from the sale of such shares of          Common Stock sold by the Selling Security Holders under the Registration          Statement.

Jeffrey P. Riedler

U.S. Securities and Exchange Commission

May 22, 2014

Page 3

      None of the Selling Security Holders had any business relationship or
           entered into any securities related transactions with the Company prior to
          the Investment. To the Company’s knowledge, none of the Selling Security
        Holders are in the business of underwriting securities.

      With respect to the amount of shares of Common Stock involved, the
          Company has only submitted the Registration Statement pursuant to its
          obligations to the Selling Security Holders under the terms of the Securities
          Purchase Agreement and ancillary documents, not on its own behalf, and is
          willing to submit for registration only that amount of shares underlying the
          Debentures and Warrants as would be acceptable to the Commission to
          constitute a Rule 415(a)(1)(i) offering, which the Company anticipates will
    be approximately one-third of its public float, or 11,011,422 shares (the “1/3 Shares”) of its current public float of 33,034,265 shares.

      Considering the foregoing relevant factors, the Selling Security Holders are
        acting on their own behalf in accordance with their own investment intent

        and not as a conduit for the Company, and as such, the Company does not

        believe that the offering constitutes a primary offering, but rather qualifies

      as a Rule 415(a)(1)(i) offering.

      COMMENT 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 resale and the market price per share for those securities on the

    date of the sale of the convertible notes).

RESPONSE:

      On the date of the sale of the Securities, March 18, 2014, the closing price
        of the Common Stock was $0.44 per share. As such, the dollar value of the
        33,333,336 shares initially listed in the Registration Statement underlying

        the Debentures would be $14,666,668. The dollar value of the 101,000,004

        shares underlying all of the Securities would be $4,440,002, and the dollar

        value of the 1/3 Shares would be $4,845,026.

COMMENT 3.

      Please provide us, with a view toward disclosure in the prospectus, with tabular        disclosure of the dollar amount of each payment (including the value 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 contractual 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 such payment. Please do not include any repayment of principal on the convertible notes in this disclosure.

Jeffrey P. Riedler

U.S. Securities and Exchange Commission

May 22, 2014

Page 4

	 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.

RESPONSE:

      In response to the Staff’s comment above, the Company has set forth below          the dollar amount of each payment (including the value of any payments to          be made in common stock) in connection with the issuance of the Securities          to the Selling Security Holders made by the Company or that may be          required to be made by the Company to any Selling Security Holder, any          affiliate of a Selling Security Holder, or any person with whom any Selling          Security Holder has a contractual relationship regarding the Investment          (including any interest payments, liquidated damages, payments made to          “finders” or “placement agents,” and any other payments or potential          payments):

Selling Security Holders

Dollar Amount/Payment

Auriga Global Investors SU, SA(1)

-

Auriga Investors-Montserrat Global Fund(1)

-

Hudson Bay Master Fund LTD(1)

-

DAFNA LifeScience LP(1)

-

DAFNA LifeScience Market Neutral L.P. (1)

-

DAFNA LifeScience Select L.P. (1)

-

Joann Mostovoy(1)

-

Sabby Healthcare Volatility Master Fund,
Ltd. (1)

-

Sabby Volatility Warrant Master Fund,
Ltd. (1)

-

Sphera Global Healthcare Master Fund(1)

-

HFR HE Sphera Global Healthcare Master
Trust(1)

-

Jeffrey P. Riedler

U.S. Securities and Exchange Commission

May 22, 2014

Page 5

  Maxim Partners LLC(2)

      $700,840.00

(1) Except for Maxim Group LLC (“Maxim”), the Company was not required to pay, and no Selling Security Holder has received
payment from the Company, in connection with the Investment transaction.

 (2)Maxim Partners LLC is an affiliate of Maxim. Maxim served as the exclusive placement agent in connection with the Investment transaction. Maxim was paid $700,840.00 and was issued Warrants, in the name of Maxim Partners
LLC, representing the right to purchase up to an aggregate of 1,000,000 shares of Common Stock. Additionally, the Company does not intend to include Maxim Partners LLC’s shares in the amended Registration Statement.

 The net proceeds received by the Company in connection with the issuance of the Securities pursuant to the Securities Purchase Agreement was $9,270,130. No cash amounts are due and payable on the principal amount outstanding on the Debentures
in the first year following their sale, and no scheduled interest payments will be due thereon.

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

 - 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 note;

Jeffrey P. Riedler

U.S. Securities and Exchange Commission

May 22, 2014

Page 6

•
	 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 and 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 sale 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.

RESPONSE:

      In response to the Staff’s comment above, the table below details the total          possible profit the Selling Security Holders could realize as a result of the          conversion discount for the Common Stock underlying the Securities:

Selling

Security

Holder

Market

Price Per

Share (1)

Type of

Security (2)

Conversion

Price (3)

Total Possible

Shares

Underlying

Securities (4)

Combined

Market

Price(5)

Total

Possible

Shares

Receivable

(6)

Total Possible

Discount To

Market

Price(7)

      Auriga
      Global
      Investors SU,
      SA

     $0.44

      Debenture

      $0.30

  3,333,334

  $1,466,666.96

  3,333,334

  $466,666.76

     Series A Warrant

      $0.30

  3,333,333

  $1,466,666.52

  3,333,333

  $466,666.62

	Series B Warrant

      $0.42

3,333,333

$1,466,666.52

3,333,333

$66,666.66

      Debenture
     /Series A
     Warrant/
      Series B
      Warrant

      -

      10,000,000

      $4,400,000

      10,000,000

      $1,000,000.04

Auriga	Investors-

      $0.44

      Debenture

      $0.30

1,666,667

$733,333.48

1,666,667

$233,333.38

Jeffrey P. Riedler
U.S. Securities and Exchange Commission

May 22, 2014
Page 7

    Montserrat

      Global
      Fund

    Series A Warrant
    $0.30
    1,666,667
    $733,333.48
    1,666,667
    $233,333.38

    Series B Warrant
    $0.42
    1,666,667
    $733,333.48
    1,666,667
    $33,333.34

    Debenture /Series A
      Warrant/ Series B Warrant
    -
    5,000,001
    $2,200,000.44
    5,000,001
    $500,000.10

    Hudson Bay
Master Fund

LTD
    $0.44
    Debenture
    $0.30
    5,000,000
    $2,200,000
    5,000,000
    $700,000

    Series A Warrant

    $0.30
    5,000,000
    $2,200,000
    5,000,000
    $700,000

    Series B Warrant
    $0.42
    5,000,000
    $2,200,000
    5,000,000
    $100,000

    Debenture /Series A
      Warrant/ Series B Warrant
    -
    15,000,000
    $660,000
    15,000,000
    $1,500,000

    DAFNA

      LifeScience

LP
    $0.44
    Debenture
    $0.30
    2,580,400
    $1,135,376
    2,580,400
    361,256

    Series A Warrant
    $0.30
    2,580,400
    $1,135,376
    2,580,400
    361,256

    Series B Warrant
    $0.42
    2,580,400
    $1,135,376
    2,580,400
    $51,608

    Debenture /Series A
      Warrant/ Series B Warrant
    -
    7,741,200
    $3,406,128
    7,741,200
    $774,120

    DAFNA
LifeScience

Market
Neutral L.P.
    $0.44
    Debenture
    $0.30
    462,000
    $203,280
    462,000
    $64,680

    Series A Warrant

    $0.30
    462,000
    $203,280
    462,000
    $64,680

    Series B Warrant

    $0.42
    462,000
    $203,280
    462,000
    $9,240

Jeffrey P. Riedler
U.S. Securities and Exchange Commission

May 22, 2014
Page 8

    Debenture /Series
      A Warrant/ Series B Warrant
    -
    1,386,000
    $609,840
    1,386,000
    $138,600

    DAFNA

      LifeScience
Select
L.P.
    $0.44
    Debenture
    $0.30
    1,957,600
    $861,344
    1,957,600
    $274,064

    Series A Warrant
    $0.30
    1,957,600
    $861,344
    1,957,600
    $274,064

    Series B Warrant
    $0.42
    1,957,600
    $861,344
    1,957,600
    $39,152

    Debenture /Series
      A Warrant/ Series B Warrant
    -
    5,872,800
    $2,584,032
    5,872,800
    $587,280

    Joann
Mostovoy

    $0.44
    Debenture
    $0.30
    1,666,667
    $733,333.48
    1,666,667
    $233,333.38

    Series A Warrant

    $0.30
    1,666,667
    $733,333.48
    1,666,667
    $233,333.38