UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Axsome Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 23, 2022, Axsome Therapeutics, Inc. (the “Company”) announced pro-forma cash as of June 30, 2022 of $243 million as explained further below.
 

In accordance with General Instruction B.2 of Form 8-K, the information included in Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto), shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

​Item 8.01 Other Events.

On August 19, 2022, the Company announced the U.S. Food and Drug Administration approval of AUVELITY™. Following the approval, the Company raised approximately $141 million through the sale of 2,573,878 shares of common stock under its prior at-the-market (“ATM”) facility with SVB Securities LLC (“SVB”), resulting in pro-forma cash as of June 30, 2022 of $243 million. Further, the approval triggered access to up to $100 million of additional proceeds under Tranche 2 of the Company’s Loan and Security Agreement with Hercules Capital, Inc. The Company believes that its resulting current cash balance and available loan proceeds are sufficient to fund anticipated operations into 2025, based on the current operating plan, which includes the launch of AUVELITY, advancing the commercialization of SUNOSI®, and the continued development of its late-stage CNS pipeline.

Sales of the shares of common stock in the ATM offering are made pursuant to a prospectus supplement to the Company’s previously filed and currently effective Registration Statement on Form S-3 (File No. 333-235372). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there by any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

​Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.