ANAVEX LIFE SCIENCES CORP.

Regulatory Filings • Sep 1, 2016

CORRESP 1 filename1.htm

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

New York, NY 10019-6163

September 1, 2016

VIA EDGAR

Mr. John Reynolds

Assistant Director

United States Securities and Exchange Commission

100 F. Street, N.E.

Mail Stop 3561

Washington, DC 20549

Re: Anavex Life Sciences Corp. Request for Acceleration of Registration Statement on Form S-3

Initially Filed October 26, 2015

File No. 333-207600

Dear Mr. Reynolds:

In accordance with Rule 461 under the Securities Act of 1933, Anavex Life Sciences Corp., a Nevada corporation (the “ Company ”), hereby requests acceleration of the effective date of the Company’s Registration Statement on Form S-3 (File No. 333-207600) (the “ Registration Statement ”), which was initially filed with the U.S. Securities and Exchange Commission (the “ Commission ”) on October 26, 2015, as amended on August 18, 2016, August 26, 2016 and August 31, 2016. The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m., Washington, D.C. time, on September 6, 2016, or as soon as practicable thereafter.

The Company acknowledges the following:

· 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 comments 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 direct any questions or comments regarding this filing to Clayton E. Parker, Esq. at (305) 539-3306 of K&L Gates LLP, outside securities counsel to the Company.

Very truly yours,
/s/Christopher Missling, PhD
Christopher Missling, PhD
Chief Executive Officer

Cc: Ronald E. Alper, U.S. Securities and Exchange Commission

Pam Howell, U.S. Securities and Exchange Commission