Axsome Therapeutics,Inc. (NASDAQ:AXSM) Files An 8-K Other Events

Item 8.01 Other Events

On March21, 2017, Axsome Therapeutics,Inc. (the Company) entered
into an underwriting agreement (the Underwriting Agreement) with
Ladenburg Thalmann Co. Inc., as the sole book-running manager for
the offering (the Underwriter), relating to the issuance and sale
of 3,743,316 shares (the Shares) of the Companys common stock,
par value $0.0001 per share, to the Underwriter (the Offering).
The Shares were sold at a price to the public of $3.74 per Share
and were purchased by the Underwriter from the Company at a price
of $3.5156 per Share. The Company also granted the Underwriter a
30-day option to purchase up to 561,497 additional shares of its
common stock. The net proceeds to the Company from the Offering,
excluding any exercise by the Underwriter of its 30-day option to
purchase additional shares, are expected to be approximately
$12.7 million after deducting the underwriting discounts and
commissions and estimated offering expenses payable by the
Company.

The Underwriting Agreement contains customary representations,
warranties, covenants and agreements by the Company,
indemnification obligations of the Company and the Underwriter,
including for liabilities under the Securities Act of 1933, as
amended, other obligations of the parties and termination
provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for
purposes of such agreement and as of specific dates, were solely
for the benefit of the parties to the Underwriting Agreement, and
may be subject to limitations agreed upon by the contracting
parties.

The Offering is being made by means of a written prospectus
forming part of a shelf registration statement on FormS-3
(Registration Statement No.333-214859), previously filed by the
Company with the Securities and Exchange Commission (the SEC) and
declared effective by the SEC on December16, 2016, and a related
prospectus supplement. The Underwriting Agreement is attached as
Exhibit1.1 hereto, and the description of the terms of the
Underwriting Agreement is qualified in its entirety by reference
to such exhibit. A copy of the opinion of Morgan, Lewis and
Bockius LLP relating to the legality of the issuance and sale of
the Shares in the Offering is attached as Exhibit5.1 hereto.

On March20, 2017, the Company issued a press release announcing
that it had commenced the Offering. On March21, 2017, the Company
issued a press release announcing the pricing of the Offering.
Copies of these press releases are attached as Exhibits 99.1 and
99.2 hereto, respectively.

Neither the disclosures on this Form8-K nor the attached press
releases shall constitute an offer to sell or the solicitation of
an offer to buy these securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state or jurisdiction.

About Axsome Therapeutics, Inc. (NASDAQ:AXSM)

Axsome Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing therapies for the management of central nervous system (CNS) disorders, including pain. It operates in the business of developing novel therapies for the management of CNS disorders segment. Its product candidate, AXS-02 (disodium zoledronate tetrahydrate), is an oral, targeted, non opioid therapeutic for chronic pain. It is developing AXS 02 for the treatment of pain in over three conditions, such as complex regional pain syndrome (CRPS); knee osteoarthritis (OA) associated with bone marrow lesions (BMLs), and chronic low back pain (CLBP), associated with type I, or mixed type I and type II Modic changes (MCs). Its product candidate, AXS 05, is a fixed dose combination of dextromethorphan (DM) and bupropion. It is developing AXS 05 for the treatment of over two conditions, such as treatment resistant depression (TRD), and agitation in patients with Alzheimer’s disease (AD).

Axsome Therapeutics, Inc. (NASDAQ:AXSM) Recent Trading Information

Axsome Therapeutics, Inc. (NASDAQ:AXSM) closed its last trading session down -0.80 at 3.60 with 1,301,950 shares trading hands.