Axsome Therapeutics,Inc. (NASDAQ:AXSM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On November30, 2017, Axsome Therapeutics,Inc. (the “Company”), and certain institutional investors entered into a securities purchase agreement (the “Securities Purchase Agreement”), to which the Company agreed to sell an aggregate of 1,783,587 shares of its common stock and warrants exercisable for up to 1,783,587 shares of its common stock (exclusive of the Wainwright Warrants described below) in a registered direct offering (the “Offering”) for gross proceeds of approximately $9.5 million. The shares and warrants are being sold in units, each consisting of one share of common stock and a warrant to purchase one share of common stock, at an offering price of $5.325 per unit. Subject to certain ownership limitations, the warrants will be exercisable immediately and will expire 53 weeks from the initial exercise date. The warrants will have an exercise price of $5.25 per share. The number of shares issuable upon exercise of the warrants and the exercise price of the warrants are adjustable in the event of stock splits, stock dividends, combinations of shares and similar recapitalization transactions. The Offering is expected to close on or about December4, 2017, subject to the satisfaction of customary closing conditions.
The Company also entered into an engagement letter (the “Engagement Letter”) with H.C. Wainwright& Co., LLC (“Wainwright”) on November30, 2017, to which Wainwright agreed to serve as exclusive placement agent for the Offering. The Company has agreed to pay Wainwright an aggregate cash fee up to 6% of the gross proceeds received in the Offering and pay Wainwright for non-accountable expenses in an amount equal to $35,000, as well as up to $50,000 for fees and expenses of legal counsel and other out-of-pocket expenses. In connection with the Offering, the Company will also issue Wainwright or its designees warrants to purchase up to 107,015 shares of the Company’s common stock (the “Wainwright Warrants”), representing a number of warrants equal to an aggregate of 6% of the number of shares sold in the Offering. The Wainwright Warrants will be substantially on the same terms as the other warrants issued in the Offering, except that the Wainwright Warrants will have an exercise price of $6.6562 per share.
The net proceeds to the Company from the Offering, after deducting Wainwright’s fees and expenses, the Company’s estimated offering expenses, and excluding the proceeds, if any, from the exercise of the warrants issued in the Offering, are expected to be approximately $8.8 million. The Company expects to use the net proceeds from the Offering to fund the clinical development of its next product candidate, AXS-07, its ongoing clinical programs, and for working capital and general corporate purposes.
The shares of common stock, warrants to purchase common stock and shares of common stock issuable upon exercise of the warrants and the Wainwright Warrants were issued to a prospectus supplement dated November30, 2017 filed with the Securities and Exchange Commission in connection with a takedown from the Company’s effective shelf registration statement on FormS-3 (File No.333-214859) and the base prospectus dated as of December16, 2016 contained in such registration statement.
The description of the terms and conditions of the Engagement Letter, the form of warrant and the Securities Purchase Agreement set forth herein do not purport to be complete and are qualified in their entirety by the full text of the Engagement Letter, the form of warrant and the form of Securities Purchase Agreement, which are attached hereto as Exhibits 1.1, 4.1 and 10.1, respectively, and incorporated herein by reference.
This Current Report on Form8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
A copy of the opinion of Morgan, Lewis& Bockius LLP relating to the legality of the securities offered by the Company is attached as Exhibit5.1 hereto.
Item 7.01. Regulation FD Disclosure.
On December1, 2017, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.
Forward-Looking Statements
Certain of the foregoing statements are forward-looking statements that involve a number of risks and uncertainties, including statements relating to expectations regarding the completion of the Offering. Such forward-looking statements are within the meaning of that term in Section27A of the Securities Act of 1933, as amended, and Section21E of the Securities
