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

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Axsome Therapeutics, Inc. (NASDAQ:AXSM) Files An 8-K Other Events
Item 8.01

On December 18, 2019, Axsome Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with SVB Leerink LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein (the “Underwriters”), relating to the issuance and sale in a public offering of 2,000,000 shares (the “Shares”) of the Company’s common stock to the Underwriters (the “Offering”). The Shares were sold at a price to the public of $87.00 per share and were purchased by the Underwriters from the Company at a price of $81.345 per share. The Company also granted the Underwriters a 30-day option to purchase up to 300,000 additional Shares of its common stock at the public offering price, less underwriting discounts and commissions. The net proceeds to the Company from the Offering, excluding any exercise by the Underwriters of their 30-day option to purchase additional shares, are expected to be approximately $162.2 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. The offering is expected to close on or about December 23, 2018, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters, 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 to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-235372) and an accompanying prospectus, previously filed by the Company with the Securities and Exchange Commission (the “SEC”), and declared effective by the SEC on December 5, 2019, and a preliminary and final prospectus supplement thereunder. The Underwriting Agreement is attached as Exhibit 1.1 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 DLA Piper LLP (US) relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 hereto.

On December 18, 2019, the Company issued a press release announcing that it had commenced the Offering. On December 19, 2019, 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 Current Report on Form 8-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.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “projects,” “intends,” “estimates,” and other words of similar meaning. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Readers should carefully consider any such statement and should understand that many factors could cause actual results to differ from these forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially. Except as required by law, the Company does not assume any obligation to update any forward-looking statement.

1.1 Underwriting Agreement, dated December 18, 2019, by and among Axsome Therapeutics, Inc., SVB Leerink LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein
5.1 Opinion of DLA Piper LLP (US)
23.1 Consent of DLA Piper LLP (US) (included in Exhibit 5.1)
99.1 Press Release dated December 18, 2019
99.2 Press Release dated December 19, 2019


Axsome Therapeutics, Inc. Exhibit
EX-1.1 2 tm1926605d1_ex1-1.htm EXHIBIT 1.1   Exhibit 1.1   Axsome Therapeutics,…
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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).