Axsome Therapeutics,Inc. (NASDAQ:AXSM) Files An 8-K Entry into a Material Definitive Agreement

Axsome Therapeutics,Inc. (NASDAQ:AXSM) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement

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On September27, 2018, Axsome Therapeutics,Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with certain institutional and accredited investors (collectively, the “Investors”) for the sale by the Company directly to the Investors of an aggregate of 2,966,667 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $3.00 per share (the “Registered Direct Offering”). The Registered Direct Offering is expected to close on October1, 2018, subject to customary closing conditions set forth in the Purchase Agreement. The Company intends to use the net proceeds of the Registered Direct Offering for working capital and general corporate purposes. The Company estimates that the net proceeds from the transactions will be approximately $8.8 million after deducting estimated transaction expenses.

The 2,966,667 shares of Common Stock sold in the Registered Direct Offering were offered and sold by the Company directly to the Investors, without a placement agent, underwriter, broker or dealer, to an effective shelf registration statement on FormS-3, which was filed with the SEC on December1, 2016 and subsequently declared effective on December16, 2016 (File No.333-214859), and the base prospectus dated as of December16, 2016 contained therein. Prior to closing, the Company will file a prospectus supplement with the Securities and Exchange Commission relating to the offer and sale of the shares of Common Stock in the Registered Direct Offering.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the Company and the Investors. In addition, such representations, warranties and covenants (i)are intended as a way of allocating the risk between the Company and the Investors and not as statements of fact, and (ii)may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by references to the full text of the form of Purchase Agreement, the form of which is filed herewith as Exhibit10.1 to this Current Report on Form8-K and is incorporated by reference herein.

A copy of the opinion of DLA Piper LLP (US) relating to the validity of the shares of Common Stock issued in the Registered Direct Offering is filed herewith as Exhibit5.1 to this Current Report on Form8-K.

Item 1.01.Other Events.

On September28, 2018, the Company issued a press release announcing the Registered Direct Offering. The full text of the press release is filed as Exhibit99.1 hereto and is incorporated herein by reference.

Item 1.01. Financial Statements and Exhibits.

(d) Exhibits.


Axsome Therapeutics, Inc. Exhibit
EX-5.1 2 a18-36094_1ex5d1.htm EX-5.1 Exhibit 5.1   September 28,…
To view the full exhibit click here

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).

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