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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 AgreementItem 1.01 Entry into a Material Definitive Agreement

On November26, 2018 (the “First Amendment Effective Date”), Axsome Therapeutics,Inc. (the “Company”) entered into a First Amendment (the “Loan Amendment”) to the Loan and Security Agreement (the “Original Loan Agreement” and together with the Loan Amendment, the “Loan Agreement”) with Silicon Valley Bank (“SVB”) dated November9, 2016 (the “Initial Effective Date”).

The Loan Amendment established a term loan advance in a principal amount equal to $4,000,000 (the “2018 Term Loan Advance”) which is now available through May31, 2019, conditioned upon the achievement of a clinical milestone, which requires the Company’s receipt of positive data of the Company’s Phase 2 clinical trial of AXS-12 for the treatment of narcolepsy, sufficient to submit a Phase 3 protocol to the FDA and to proceed to a Phase 3 trial.

The Loan Amendment is coterminous with the Original Loan Agreement which matures November1, 2020, and is subject to all other terms and conditions of the Original Loan Agreement. Interest will accrue on the unpaid principal balance of the outstanding 2018 Term Loan Advance at a floating per annum rate of equal to the greater of (A)two percent (2.00%) above the prime rate or (B)seven and one-quarter percent (7.25%).

In connection with the Loan Amendment, the Company issued to SVB and WestRiver Innovation Lending Fund VIII, L.P.(each, a “Holder”) a warrant, dated November26, 2018 (individually a “Warrant”, and collectively, the “Warrants”) to purchase shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) at a price per share equal to $3.06. Each of the Warrants are exercisable for 7,875 shares of Common Stock (the “Initial Shares”) upon the Effective Date of the Loan Amendment. Each of the Warrants further provides that it shall automatically become exercisable for an additional 23,625 shares of Common Stock upon the making of the 2018 Term Loan Advance. Each Holder may exercise any portion of the Warrant by cash exercise or a cashless exercise as determined on a net issuance basis. The Warrants are exercisable until November25, 2025 and will be exercised automatically on a net issuance basis if not exercised prior to the expiration date and if the then-current fair market value of one share of Common Stock is greater than the exercise price then in effect.

The Company expects to file the form of Warrant and the Loan Amendment as exhibits to the Company’s next periodic filing. The foregoing descriptions of the Warrants and the Loan Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Warrant and the Loan Amendment, when filed.

The full text of the press release is filed as Exhibit99.1 hereto and is incorporated by reference.

Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The information set forth in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 1.01.

Item 1.01. Unregistered Sales of Equity Securities.

To the extent required by Item 1.01 of Form8-K, the information regarding the Warrants set forth under Item 1.01 of this Form8-K are incorporated by reference in this Item 1.01. The Company issued to each Holder a Warrant in reliance on the exemption from registration provided for under Section4(a)(2)of the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on this exemption from registration based in part on the representations made by each Holder, including the representations with respect to each Holder’s status as an accredited investor, as such term is defined in Rule501(a)of the Securities Act, and each Holder’s investment intent.

Item 1.01. Other Events.

On November27, 2018, the Company issued a press release announcing the signing of the Loan Amendment. A copy of the press release is attached hereto as Exhibit99.1 and is incorporated herein by reference.

Item 1.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number



Press Release dated November27, 2018.

Axsome Therapeutics, Inc. ExhibitEX-99.1 2 a18-40727_1ex99d1.htm EX-99.1 Exhibit 99.1     Axsome Therapeutics Expands Loan Agreement with Silicon Valley Bank Providing Additional Growth Capital Related to AXS-12 Product Candidate   NEW YORK,…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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