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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

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May 2, 2017

You are cordially invited to attend the 2017 Annual Meeting of Stockholders of Axsome Therapeutics, Inc. (the “Annual Meeting”) that will be held on Friday, June 2, 2017 at 9:00 a.m. local time, at the offices of Morgan, Lewis & Bockius LLP at 101 Park Avenue, New York, NY 10178.

Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our 2016 Annual Report. We encourage you to read this information carefully.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card, if you have requested one. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend in person. Please review the instructions in the Proxy Materials you received in the mail regarding each of these voting options.

Thank you for your ongoing support of Axsome.

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AXSOME THERAPEUTICS, INC.

25 Broadway, 9th Floor

New York, New York 10004

NOTICE OF

2017 ANNUAL MEETING OF STOCKHOLDERS

This notice of annual meeting, proxy statement and accompanying form of proxy card are being made available on or about May 2, 2017.

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AXSOME THERAPEUTICS, INC.

25 Broadway, 9th Floor

New York, New York 10004

PROXY STATEMENT FOR 2017 ANNUAL MEETING OF STOCKHOLDERS

This proxy statement is furnished in connection with solicitation of proxies by our board of directors for use at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at 9:00 a.m. local time on Friday, June 2, 2017, and any postponements or adjournments thereof. The Annual Meeting will be held at the offices of Morgan, Lewis & Bockius LLP at 101 Park Avenue, New York, NY 10178. As used in this proxy statement, the terms “Axsome,” “we,” “us,” and “our” mean Axsome Therapeutics, Inc. unless the context indicates otherwise.

QUESTIONS AND ANSWERS ABOUT PROCEDURAL MATTERS

Annual Meeting

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Stock Ownership

Quorum and Voting

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Any written requests for additional information, copies of the proxy materials and 2016 Annual Report, notices of stockholder proposals, recommendations for candidates to our board of directors, communications to our board of directors or any other communications should be sent to the address above.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER ANNUAL MEETING TO BE HELD ON June 2, 2017.

The proxy statement and annual report to stockholders is available at www.astproxyportal.com/ast/20464/.

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PROPOSAL ONE

ELECTION OF DIRECTOR

General

Our board of directors may establish the authorized number of directors from time to time by resolution. Our board of directors is currently comprised of four members who are divided into three classes with staggered three-year terms. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death or resignation. This classification of the board of directors into three classes with staggered three-year terms may have the effect of delaying or preventing changes in our control or management.  The term of office of our Class II director, Mark Saad, will expire at this year’s Annual Meeting. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

Nominee

One Class II director has been nominated for election at the Annual Meeting for a three-year term expiring in 2020. Upon the recommendation of our nominating and governance committee, our board of directors has nominated Mark Saad for election as a Class II director. The term of office of the nominee elected as director will continue until such director’s term expires in 2020 and until his successor has been duly elected and qualified.

Information Regarding the Nominee and Other Directors

Nominee for Class II Director for a Term Expiring in 2020

The following contains information about the nominee as of April 21, 2017, including the nominee’s age, business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating/corporate governance committee and our board of directors to determine that the nominee should serve as one of our directors.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS II NOMINEE NAMED ABOVE.

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The following contains certain information about those directors whose terms do not expire at the Annual Meeting and who are not standing for reelection, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the nominating and corporate governance committee and our board of directors to determine that the directors should serve as one of our directors. The age of each director as of April 21, 2017 is set forth below.

Incumbent Class III Directors Whose Terms Expire in 2018

Incumbent Class I Director Whose Term Expires in 2019

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There are no family relationships among any of our directors or executive officers. See “Corporate Governance” below for additional information regarding our board of directors.

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PROPOSAL TWO

RATIFICATION OF THE APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

Our audit committee has appointed the firm of Ernst & Young LLP, independent registered public accountants, to audit our financial statements for the year ending December 31, 2017.  Ernst & Young LLP has audited our financial statements since the fiscal year ended December 31, 2013.

Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of Axsome and its stockholders. At the Annual Meeting, the stockholders are being asked to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2017. Our audit committee is submitting the selection of Ernst & Young LLP to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of Ernst & Young LLP will be present at the Annual Meeting and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.

If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the audit committee would reconsider the appointment.

Principal Accounting Fees and Services

The following table sets forth all fees paid or accrued by us for professional audit services and other services rendered by Ernst & Young LLP during the years ended December 31, 2016 and 2015:

Pre-Approval of Audit and Non-Audit Services

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, our audit committee is responsible for the appointment, compensation and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, our audit committee (or the chair if such approval is needed on a time urgent basis) generally pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2017.

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CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting. Our code of business conduct and ethics is available on our website at www.axsome.com. We intend to disclose any amendments to the code, or any waivers of its requirements, on our website. We intend to disclose, to the extent required by applicable rules and regulations, future amendments to, or waiver of, our code of ethics and business conduct, at the same location on our website identified above and also in public filings we will make with the SEC. Information contained on our website is not incorporated by reference into this proxy, and you should not consider information contained on our website to be part of this proxy or in deciding whether to purchase shares of our common stock.

Board Composition

Our board of directors currently consists of four members, each of whom is elected pursuant to the board composition provisions of our amended and restated certificate of incorporation. Our nominating and corporate governance committee and board of directors may consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity, which is not only limited to race, gender, or national origin. We have no formal policy regarding board diversity. Our nominating and corporate governance committee’s and board of directors’ priority in selecting board members is identification of persons who will further the interests of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, and professional and personal experiences and expertise relevant to our growth strategy.

Director Independence

Under the listing requirements and rules of the NASDAQ Global Market, or NASDAQ, independent directors must compose a majority of a listed company’s board of directors within a one year period following the completion of our initial public offering. In addition, applicable NASDAQ rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees must be independent within the meaning of applicable NASDAQ rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Our board of directors undertook a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. In making this determination, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director and the association of our directors with the holders of more than 5% of our common stock.

As a result of this review, our board of directors determined that Dr. Coleman, Dr. Jeffs, and Mr. Saad qualify as “independent” directors within the meaning of the NASDAQ rules. NASDAQ rules require that a majority of the board of directors and each member of our audit, compensation, and nominating and corporate governance committees be independent. We believe we are compliant with these independence requirements. As required under applicable NASDAQ rules, we anticipate that our independent directors will meet in regularly scheduled executive sessions at which only independent directors are present. There are no family relationships among any of our directors or executive officers.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company

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or any of its subsidiaries. Each of Dr. Jeffs, Dr. Coleman, and Mr. Saad qualify as an independent director pursuant to Rule 10A-3.

Board Leadership Structure

The positions of Chief Executive Officer and Chairman of the Board are both currently held by Dr. Tabuteau. Our board of directors has also appointed a Lead Director, Dr. Jeffs. The Lead Director’s responsibilities include: (1) coordinating the scheduling and preparation of agendas for the executive sessions of the board and other meetings of the board in the absence of the Chairman of the Board; (2) chairing executive sessions of the board and other meetings of the board in the absence of the Chairman of the Board; (3) approving information sent to the board; (4) serving as a liaison between the Chairman of the Board and the other independent directors; (5) approving the meeting agendas for the board and approving the meeting schedules of the board to assure that there is sufficient time for discussion of all agenda items; and (6) if requested by major stockholders, ensuring that he or she will be available for consultation and direct communication with such major stockholders. The Lead Director has the authority to call meetings of the independent directors. The board believes that this combined role of Chairman and Chief Executive Officer, coupled with a Lead Director, is currently the most effective leadership structure for the company and is in the best interests of its stockholders. In considering its leadership structure, the board believes that the combined roles of Chairman and Chief Executive Officer are appropriately balanced by the designation of a Lead Director with substantive responsibilities, the majority of independent directors that comprise the board, and the company’s strong corporate governance policies and procedures.

We have a separate chair for each committee of our board of directors. The chairs of each committee are expected to report annually to our board of directors on the activities of their committee in fulfilling their responsibilities as detailed in their respective charters or specify shortcomings, if any.

Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operates pursuant to a charter adopted by our board of directors.  The composition and functioning of all of our committees complies with all applicable requirements of the Sarbanes-Oxley Act of 2002, NASDAQ and SEC rules and regulations.

Audit committee.  Dr. Coleman, Dr. Jeffs, and Mr. Saad currently serve on the audit committee, which is chaired by Mr. Saad. Our board of directors has determined that each of the members of our audit committee satisfies NASDAQ and SEC independence requirements, and that Mr. Saad qualifies as an audit committee financial expert within the meaning of SEC regulations and meets the financial sophistication requirements of the NASDAQ listing standards. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and NASDAQ and which is available on our website at www.axsome.com.  The inclusion of our website address here and elsewhere in this proxy does not include or incorporate by reference the information on our website into this proxy.  Our audit committee met five times during the year ended December 31, 2016.  The audit committee’s responsibilities include:

·                  appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;

·                  pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

·                  reviewing the overall audit plan with the independent registered public accounting firm and members of management responsible for preparing our financial statements;

·                  reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

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·                  coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;

·                  establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;

·                  recommending based upon the audit committee’s review and discussions with management and the independent registered public accounting firm whether our audited financial statements shall be included in our Annual Report on Form 10-K;

·                  monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

·                  preparing the audit committee report required by SEC rules to be included in our annual proxy statement;

·                  reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and

·                  reviewing quarterly earnings releases.

Compensation committee.  Dr. Jeffs and Mr. Saad currently serve on the compensation committee, which is chaired by Dr. Jeffs. Mr. Saad served as chairman of the compensation committee from September 2015 until he was replaced as chairman by Dr. Jeffs, in June 2016. Our board of directors has determined that each of the members of our compensation committee satisfies NASDAQ and SEC independence requirements. The compensation committee operates under a written charter that satisfies the applicable standards of NASDAQ and which is available on our website at www.axsome.com. The inclusion of our website address here and elsewhere in this proxy does not include or incorporate by reference the information on our website into this proxy. While our compensation committee did not formally meet during the year ended December 31, 2016, the committee did meet informally during meetings of the full board of directors to discuss compensation related matters and acted from time to time by unanimous written consent.  The compensation committee’s responsibilities include:

·                  annually reviewing and making recommendations to the board of directors with respect to corporate goals and objectives relevant to the compensation of our chief executive officer;

·                  evaluating the performance of our chief executive officer in light of such corporate goals and objectives and making recommendations to the board of directors with respect to the compensation of our chief executive officer;

·                  reviewing and approving the compensation of our other executive officers;

·                  reviewing and establishing our overall management compensation, philosophy and policy;

·                  overseeing and administering our compensation and similar plans;

·                  reviewing and approving our policies and procedures for the grant of equity-based awards;

·                  reviewing and making recommendations to the board of directors with respect to director compensation;

·                  reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K;

·                  reviewing and discussing with the board of directors corporate succession plans for the chief executive officer and other key officers; and

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·                  hiring third party compensation consultants to review and make recommendations on the compensation of directors, executive officers and other key officers.

During the year ended December 31, 2016, our compensation committee retained Radford, a business unit of Aon plc, to review our compensation program and to provide them with independent compensation data and analysis. In connection with this analysis, Radford and the compensation committee reviewed each component of compensation paid to the company’s non-employee directors and executive officers against comparable positions at companies that were determined by Radford to be similar in scope of operation to Axsome. Radford reports directly and exclusively to the compensation committee. Our compensation committee analyzed whether the work of Radford as a compensation consultant has raised any conflict of interest, and, based on its analysis, determined that the work of Radford and the individual compensation advisors employed by Radford as compensation consultants has not created any conflict of interest and the compensation committee is satisfied with the independence of Radford.

Nominating and corporate governance committee.  Dr. Coleman, Dr. Jeffs, and Mr. Saad currently serve on the nominating and corporate governance committee, which is chaired by Dr. Jeffs. Our board of directors has determined that each member of the nominating and corporate governance committee is “independent” as defined in applicable NASDAQ rules. The nominating and corporate governance committee operates under a written charter that satisfies the applicable standards of NASDAQ and which is available on our website at www.axsome.com. The inclusion of our website address here and elsewhere in this proxy does not include or incorporate by reference the information on our website into this proxy. Our nominating and corporate governance committee did not meet during the year ended December 31, 2016, however, the committee members did meet informally during meetings of the full board of directors to discuss particular candidates and matters related to corporate governance.  The nominating and corporate governance committee’s responsibilities include:

·                  developing and recommending to the board of directors criteria for board and committee membership;

·                  establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;

·                  reviewing the size and composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;

·                  identifying individuals qualified to become members of the board of directors;

·                  recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;

·                  developing and recommending to the board of directors a code of business conduct and ethics and a set of corporate governance guidelines;

·                  developing a mechanism by which violations of the code of business conduct and ethics can be reported in a confidential manner; and

·                  overseeing the evaluation of the board of directors and management.

Our board of directors may from time to time establish other committees.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

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Meetings of the Board of Directors

The full board of directors met four times during the year ended December 31, 2016. No director attended fewer than 75% of the total number of meetings of the board of directors and of any committees of the board of directors of which he or she was a member during our year ended December 31, 2016.

It is our policy that directors are invited and encouraged to attend our annual meetings of stockholders. We have scheduled our Annual Meeting on the same day as a regularly scheduled board of directors meeting in order to facilitate attendance by the members of our board of directors.  All of our directors at the time of our 2016 annual meeting of stockholders attended the 2016 annual meeting of stockholders.

Board Oversight of Risk

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including risks relating to our operations, strategic direction and intellectual property as more fully discussed under “Risk Factors” in our Annual Report on Form 10-K. Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of the board of directors in overseeing the management of our risks is conducted primarily through committees of the board of directors, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees. For example, our audit committee is responsible for overseeing the management of risks associated with our financial reporting, accounting and auditing matters, and regulatory and legal compliance; our compensation committee oversees major risks associated with our compensation policies and programs; and our nominating and governance committee oversees the management of risks associated with director independence, conflicts of interest, composition and organization of our board of directors and director succession planning. The full board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on Axsome, and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the chairman of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting. This enables the board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Director Nomination Process

In considering whether to recommend any candidate for inclusion in our board of directors’ slate of recommended directors, including candidates recommended by stockholders, the nominating and corporate governance committee applies a certain set of criteria, including, but not limited to, the candidate’s integrity, business acumen, experience, commitment, diligence, conflicts of interest and the ability to act in the interests of all stockholders. We believe that the value of diversity on the board should be considered by the nominating and corporate governance committee in the director identification and nomination process. The committee seeks nominees with a broad diversity of experience, professions, skills, geographic representation and backgrounds. The committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant breadth of experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities. Nominees are not discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

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Director Compensation

During our fiscal year ended December 31, 2016, our non-employee directors earned options to purchase shares of our common stock under our 2015 Omnibus Incentive Compensation Plan, which were granted in March 2017.  We did not pay any cash compensation to our non-employee directors for their service as board members in 2016 as all members of the board of directors elected to receive options to purchase our common stock in lieu of the fees earned in cash. A non-employee director is a director who is not employed by us and who does not receive compensation from us (other than for services as a director) or have a business relationship with us that would require disclosure under certain SEC rules. Dr. Tabuteau, our Chief Executive Officer and Chairman of our board of directors, did not receive any compensation from us during our fiscal year ended December 31, 2016 for his service as a director and is not included in the table below.

(1)          All members of the board of directors have elected to receive options to purchase our common stock in lieu of the fees earned in cash in 2016. The options will have a grant date fair value that is equal to the value of the fees earned in cash in 2016. These grants were made in March 2017.

(2)          In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted computed in accordance with Financial Accounting Standards Board Accounting Codification Topic 718 for stock-based compensation transactions (ASC 718).  Assumptions used in the calculation of these amounts are included in Note 8 to our financial statements.  These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

(3)          In March 2017, all members of the board of directors received an option grant for 2016 services that was immediately vested and exercisable.

(4)          The aggregate number of option awards held by Dr. Jeffs as of December 31, 2016 is 25,336.

(5)          The aggregate number of option awards held by Dr. Coleman as of December 31, 2016 is 79,743.

(6)          The aggregate number of option awards held by Mr. Saad as of December 31, 2016 is 26,374.

In April 2016, our compensation committee evaluated the compensation analysis received from Radford regarding the compensation paid to the non-employee members of our board of directors.  Based on this review, the compensation committee revised the compensation for our non-employee directors, as described under “Non-Employee Director Compensation” below.

In March 2017, our compensation committee evaluated the method for granting options to the board of directors as compensation for their services, and decided to change the option grant timing from granting vested options for prior year service to granting options with vesting restrictions for current year service. In connection with the change in option grant timing, as compensation for services to be provided during 2017, in March 2017 all non-employee members of the board of directors received an option grant to purchase 11,000 shares of our common stock at an exercise price equal to $4.95 per share that vest one year from the date of grant.

Non-Employee Director Compensation

During our fiscal year ended December 31, 2016, each of our non-employee directors received the following cash compensation for board services, as applicable:

·                  $35,000 per year for service as a board of directors member;

·                  $15,000 per year for service as Lead Director;

·                  $15,000 per year for service as chairman of the audit committee;

·                  $10,000 per year for service as chairman of the compensation committee;

·                  $7,500 per year for service as chairman of the nominating and corporate governance committee;

·                  $7,500 per year for service on the audit committee;

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·                  $5,000 per year for service on the compensation committee;

·                  $4,000 per year for service on the nominating and corporate governance committee;

·                  initial equity grant of 21,000 options for new directors; and

·                  annual equity grant of 11,000 options per year for service as a board of directors member.

All retainers are prorated for any portion of a year to which they apply for each non-employee director.

A non-employee director may elect to receive, in lieu of such cash compensation, options to purchase shares of our common stock, with an exercise price per share equal to the fair market value of our common stock on the date of such grant.  We will also continue to reimburse our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board and committee meetings.

Limitation of Liability and Indemnification Arrangements

As permitted by the DGCL, we have adopted provisions in our amended and restated certificate of incorporation and amended and restated bylaws that limit or eliminate the personal liability of our directors. Consequently, a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

·                  any breach of the director’s duty of loyalty to us or our stockholders;

·                  any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

·                  any unlawful payments related to dividends or unlawful stock repurchases, redemptions or other distributions; or

·                  any transaction from which the director derived an improper personal benefit.

These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.

In addition, our amended and restated bylaws provide that:

·                  we will indemnify our directors, officers and, in the discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL; and

·                  advance expenses, including attorneys’ fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with legal proceedings, subject to limited exceptions.

We also maintain general liability insurance to provide insurance coverage to our directors and officers for losses arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act of 1933, as amended, or the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling the registrant pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

These provisions may discourage stockholders from bringing a lawsuit against our directors in the future for any breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors, officers and certain employees pursuant to these indemnification provisions. We believe that these provisions and the insurance are necessary to attract and retain talented and experienced directors and officers.

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At present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that might result in a claim for such indemnification.

Stockholder Communications with the Board of Directors

Stockholders wishing to communicate with the board of directors or with an individual member of the board of directors may do so by writing to the board of directors or to the particular member of the board of directors, care of the Corporate Secretary by mail to our principal executive offices, Attention: Corporate Secretary. The envelope should indicate that it contains a stockholder communication. All such stockholder communications will be forwarded to the director or directors to whom the communications are addressed.

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EXECUTIVE OFFICERS & KEY PERSONNEL

The following table provides information concerning our executive officers and key personnel as of April 21, 2017:

Executive Officers

Herriot Tabuteau, M.D. Please see Dr. Tabuteau’s biography on page 8 of this proxy statement under the section entitled “Proposal One—Election of Director—Incumbent Class III Directors Whose Terms Expire in 2018.”

Constance Ames. Ms. Ames has served as our Vice President, Finance since February 2015. Ms. Ames joined us from Keryx Biopharmaceuticals, Inc., which she joined in 2010, where she served most recently as Senior Director, Finance and Accounting. During her tenure there, Ms. Ames played a critical role in growing the finance and accounting department through Keryx’s transition from a development-stage company to a fully integrated commercial organization. She was also responsible for leading Keryx’s compliance with Securities and Exchange Commission rules and regulations. Prior to joining Keryx, she was with Deloitte and Touche, LLP, independent certified public accountants, where she served as a senior associate. Ms. Ames received a Bachelor of Science in accounting from Ithaca College and is a member of the American Institute of Certified Public Accountants.

Key Personnel

Robert Niecestro, Ph.D. Dr. Niecestro has served as our Head of Regulatory since October 2012. In addition, since 2004, Dr. Niecestro has served as a consultant to a variety of biopharmaceutical companies, including Keryx Biopharmaceuticals, Inc. and TG Therapeutics, Inc. Prior to 2004, Dr. Niecestro held numerous senior management positions, including serving as Vice President of Clinical Development for Andrx Laboratories, Senior Director, Clinical Development and Therapeutic Head for Gastrointestinal, Oncology and Stroke at Eisai Inc., and as Director, Clinical Operations and NDA Planning for Organon Inc. While at Andrx, Dr. Niecestro was part of the team that developed the following approved drugs: extended-release metformin, extended-release lovastatin, and valproic acid. At Eisai, Dr. Niecestro played a pivotal role in the development and commercialization of Aciphex (rabeprazole sodium) and the post-NDA program for Aricept (donepezil sodium), and was involved in the launch of both the oncology and neurology franchises in the United States. While at Organon was part of the team that developed and commercialized the following drugs: Zemuron (rocuronium bromide), Orgaran (danaparoid sodium), Humegon (FSH/LH), Follistim (recombinant FSH beta), and one birth control pill (Mircette). Dr. Niecestro has been involved in the filing of over 45 INDs, has over 60 peer-reviewed publications, and holds 3 patents. Dr. Niecestro completed his graduate and post-graduate work at the University of Illinois at Chicago.

Mark Jacobson, M.A. Mr. Jacobson has served as our Vice President, Operations since October 2015 and as our Senior Director of Operations from April 2014 until October 2015. Prior to joining Axsome, he was Director of Corporate Development at Stemline Therapeutics, Inc., where he played a critical role in advancing the company from a 3-person team in 2010 to the successful completion of an initial public offering and secondary public offering in 2013, which together raised approximately $100 million for the company. While at Stemline, Mr. Jacobson’s responsibilities spanned investor relations, public relations, corporate operations, and intellectual property. Mr. Jacobson began his career in healthcare communications at Publicis Healthcare Communications Group. Mr. Jacobson earned a Master of Arts in Biotechnology from Columbia University and a Bachelor of Science in Biology from Iowa State University.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information concerning the compensation paid to our Chief Executive Officer, Vice President, Finance, and former Chief Medical Officer for the fiscal years ended December 31, 2016 and December 31, 2015. We refer to these individuals as our named executive officers.

(1)         Represents a discretionary bonus award earned as a result of performance in the 2016 fiscal year paid in March 2017.

(2)         Represents a discretionary bonus awarded as a result of performance in the 2015 fiscal year paid in March 2016.

(3)         Dr. Kaye’s employment as Chief Medical Officer ended on September 1, 2016, at which time he transitioned to a new consulting role as our Senior Clinical Advisor. As a result, he was no longer an executive officer as of September 1, 2016. The amount reported represents the pro rata portion of Dr. Kaye’s salary as Chief Medical Officer from January 1, 2016 to September 1, 2016, together with the pro rata portion of Dr. Kaye’s salary as Senior Clinical Advisor from September 1, 2016 to December 31, 2016.

(4)         Dr. Kaye’s employment commenced on September 1, 2015. The amount reported represents the pro rata portion of Dr. Kaye’s salary from September 1, 2015 through December 31, 2015.

(5)         Ms. Ames’ employment commenced on February 16, 2015. The amount reported represents the pro rata portion of Ms. Ames’ salary from February 16, 2015 through December 31, 2015.

(6)         In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted computed in accordance with Financial Accounting Standard Board Accounting Codification Topic 718 for stock-based compensation transactions (ASC 718). Assumptions used in the calculation of these amounts are included in Note 8 to our financial statements. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options.

Narrative Explanation of Certain Aspects of the Summary Compensation Table

Each of our named executive officers is eligible to receive (i) a base salary that may be increased at the discretion of the compensation committee of the board of directors, (ii) a grant of stock options or restricted stock at the discretion of the compensation committee, and (iii) an annual performance bonus at the discretion of the compensation committee. The target amount of each named executive officer’s annual performance bonus is a percentage of his or her base salary, as set forth in the table below, and the actual amount payable is based on the achievement of individual and corporate objectives.

The base salary and target annual performance bonus for each of our named executive officers for our fiscal year ended December 31, 2016, is listed in the table below:

The specific performance factors taken into account in assessing the named executive officers’ bonuses for our fiscal year ended December 31, 2016 included: (i) key research and development achievements; (ii) initiation and progress of multiple Phase 3 clinical trials for our two clinical-stage product candidates; (iii) achievement of key regulatory milestones, including the successful filing of multiple Investigational New Drug Applications; (iv) expansion of infrastructure and headcount to achieve our corporate objectives; (v) new business initiatives including financing activities; (vi) maintaining our budgeted cash; (vii) expansion of our intellectual property portfolio including several new patent issuances; and (viii) furthering manufacturing development for our product candidates.

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Based on these and other performance factors, the compensation committee determined in February 2017 that the 2016 named executive officer target bonuses should be paid at 80% for Herriot Tabuteau, M.D. and 79% for Constance Ames, with the aforementioned named executive officers receiving bonus payments equal to $174,000 and $53,325, respectively.

In April 2016, our compensation committee evaluated the compensation analysis received from Radford regarding the compensation paid to our executive officers for 2016.  Based on this review, the compensation committee revised the compensation for our named executive officers, as described below.

On May 27, 2016, our compensation committee increased each of our named executive officer’s base salary, effective January 1, 2016 to $435,000 for Dr. Tabuteau, and $225,000 for Ms. Ames. No further revisions to the base salary payable to our named executive officers have occurred for 2017.

Equity Compensation

We have historically offered stock options to our employees, including our named executive officers, as the long-term incentive component of our compensation program. Stock options allow employees to purchase shares of our common stock at a price per share equal to the fair market value of our common stock on the date of grant and may or may not be intended to qualify as “incentive stock options” for U.S. federal income tax purposes. We typically grant stock options to new hires upon their commencing employment with us.

As part of an annual compensation evaluation of our named executive officers at the beginning of each year, the compensation committee of the board of directors considers granting stock options to our named executive officers based on such executive’s individual performance for the preceding year and as an incentive for future performance. Stock options are granted under the Company’s 2015 Omnibus Incentive Compensation Plan, and generally vest and become exercisable beginning three months following the grant date in equal quarterly installments over four years.

Effective March 15, 2017, our compensation committee granted Dr. Tabuteau a stock option to purchase 149,000 shares of our common stock with an exercise price of $4.95 per share and granted Ms. Ames a stock option to purchase 25,000 shares of our common stock with an exercise price of $4.95 per share.  These options will vest in substantially equal quarterly installments over four years such that the options will be fully vested on March 15, 2021.  The exercise price of $4.95 per share of the options was the closing price of our common stock on March 15, 2017 as reported by NASDAQ.

As described under “Outstanding Equity Awards as of December 31, 2016” below, all outstanding, unvested and unexercisable options held by our named executive officers are subject to accelerated vesting in the event we experience a change in control and the stock options are not assumed by the successor corporation, or at the discretion of the board of directors.

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Outstanding Equity Awards as of December 31, 2016

The following table sets forth information regarding each outstanding and unexercised option held by each of our named executive officers as of December 31, 2016. The number of shares subject to each award and, where applicable, the exercise price per share, reflect all changes as a result of our capitalization adjustments.

The vesting and exercisability schedule applicable to each outstanding award is described in the footnotes to the table below.

(1)         The unexercisable options will vest and become exercisable in equal installments on a quarterly basis through May 27, 2020, provided that the executive continues to provide services to us through the applicable dates.

(2)         The unexercisable options will vest and become exercisable in equal installments on a quarterly basis through June 19, 2017, provided that the executive continues to provide services to us through the applicable dates.

(3)         The unexercisable options will vest and become exercisable in equal installments on a quarterly basis as follows: 13,530 through March 31, 2018 and 56,812 through September 1, 2018, provided that the executive continues to provide services to us through the applicable dates.

(4)         The unexercisable options will vest and become exercisable in equal installments on a quarterly basis through December 19, 2017, provided that the executive continues to provide services to us through the applicable dates.

(5)         The unexercisable options will vest and become exercisable in equal installments on a quarterly basis through August 19, 2018, provided that the executive continues to provide services to us through the applicable dates.

Employee Benefits and Perquisites

Our named executive officers are eligible to participate in our health and welfare plans to the same extent as all full-time employees would be eligible generally, including reimbursement of certain medical insurance expenses incurred by our named executive officers.  We do not generally provide our named executive officers with perquisites or other personal benefits.

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COMPENSATION COMMITTEE REPORT

The information contained in the following report of Axsome’s compensation committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that Axsome specifically incorporates it by reference.

The compensation committee has reviewed and discussed the section captioned “Executive Compensation,” included in this proxy statement, with management and, based on such review and discussion, the compensation committee has recommended to our board of directors that this “Executive Compensation” section be included in our annual report on Form 10-K and in this proxy statement.

Submitted by the compensation committee of the board of directors:

Roger Jeffs, Ph.D. (Chair)

Mark Saad

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 21, 2017 for:

·      each of our named executive officers;

·      each of our directors;

·      all of our executive officers and directors as a group; and

·      all persons known by us to beneficially own more than 5% of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 23,593,667 shares of common stock outstanding at April 21, 2017. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options or warrants held by that person or entity that are currently exercisable or that will become exercisable or releasable within 60 days of April 21, 2017. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Axsome Therapeutics, Inc., 25 Broadway, 9th Floor, New York, New York 10004.

* Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

(1)         This table is based upon information supplied by officers, directors and stockholders known by us to be beneficial owners of more than five percent of our common stock as well as Schedules 13G or 13D filed with the SEC.  Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe each of the stockholders named in this table have sole voting power with respect to the common stock indicated as beneficially owned.

(2)         The principal address of Antecip Capital LLC is 630 5th Avenue, Suite 2000, New York, NY 10111. Dr. Tabuteau is the managing member of Antecip Capital LLC and exercises sole dispositive and voting power over these shares.

(3)         The address of FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. FMR LLC beneficially owns 2,361,625 shares of Axsome common stock as a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). This information is based on a Form 13G filed by FMR LLC on February 14, 2017.

(4)         The address of JPMorgan Chase & Co. is 270 Park Ave, New York, NY 10017. JPMorgan Chase & Co. beneficially owns 1,589,081 shares of Axsome common stock as a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).  JP Morgan Chase & Co. has sole voting power over 1,576,831 of the shares indicated as beneficially owned and sole dispositive power over all shares indicated as beneficially owned. This information is based on a Form 13G filed by JPMorgan Chase & Co. on January 13, 2017.

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(5)         The address for Laurence W. Lytton is 467 Central Park West, New York, NY 10025.  The 1,300,692 shares of common stock beneficially owned consist of (a) 1,187,192 shares held directly by Laurence W. Lytton, (b) 74,100 held in the AWL Family LLC, (c) 12,000 held in the IKL Trust, (d) 5,000 held in the KLL Family Trust, and (e) 22,400 shares held in other related accounts.  Laurence W. Lytton has sole power to vote and dispose of 1,269,292 of such shares and has shared power to vote and dispose of 31,400 of such shares.  This information is based on a Form 13G filed by Laurence W. Lytton on April 27, 2017.

(6)         Includes (a) 7,229 shares of common stock owned by Dr. Tabuteau; (b) 140,317 shares of common stock that Dr. Tabuteau has the right to acquire from us within 60 days of April 21, 2017; and (c) 7,344,500 shares of common stock held by an affiliate, Antecip Capital LLC. Dr. Tabuteau is the managing member of Antecip Capital LLC and so may be deemed to beneficially own such shares of common stock.

(7)         Includes (a) 4,358 shares of common stock owned by Ms. Ames and (b) 63,392 shares of common stock that Ms. Ames has the right to acquire from us within 60 days of April 21, 2017.

(8)         Includes (a) 46,912 shares of common stock owned by Dr. Jeffs and (b) 14,320 shares of common stock that Dr. Jeffs has the right to acquire from us within 60 days of April 21, 2017.

(9)         Includes (a) 647,998 shares of common stock owned by Dr. Coleman and (b) 102,527 shares of common stock that Dr. Coleman has the right to acquire from us within 60 days of April 21, 2017.

(10)  Includes (a) 3,502 shares of common stock owned by Mr. Saad and (b) 54,048 shares of common stock that Mr. Saad has the right to acquire from us within 60 days of April 21, 2017.

EQUITY COMPENSATION PLAN INFORMATION

The following table contains information about our equity compensation plans as of December 31, 2016.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions since January 1, 2016, in which we were a party and the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors, or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest. We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or amounts that would be paid or received, as applicable, in arm’s-length transactions with unrelated third parties.

Related Party Transactions

License Agreements

In 2012, we entered into three exclusive license agreements with Antecip Bioventures II LLC, or Antecip, an entity owned by our Chief Executive Officer and Chairman of the Board, Herriot Tabuteau, M.D., in which we were granted exclusive licenses to develop, manufacture, and commercialize Antecip’s patents and applications related to the development of AXS-02 and AXS-05, as well as AXS-04, a product candidate that is currently in early stage development, anywhere in the world for veterinary and human therapeutic and diagnostic use. The agreements were amended in August 2015 to update the schedule of patents and applications subject to the license agreements. Pursuant to the agreements, we are required to use commercially reasonable efforts to develop, obtain regulatory approval for, and commercialize AXS-02, AXS-05, and AXS-04. Under the terms of the agreements, we are required to pay to Antecip a royalty equal to 4.5% for AXS-02, 3.0% for AXS-05, and 1.5% for AXS-04, of net sales of products containing the licensed technology by us, our affiliates, or permitted sublicensees. These royalty payments are subject to reduction by an amount up to 50.0% of any required payments to third parties. Unless earlier terminated by a party for cause or by us for convenience, the agreements remain in effect on a product-by-product and country-by-country basis until the later to occur of (1) the applicable product is no longer covered by a valid claim in that country or (2) 10 years from the first commercial sale of the applicable product in that country. Upon expiration of the agreements with respect to a product in a country, our license grant for that product in that country will become a fully paid-up, royalty-free, perpetual non-exclusive license. If Antecip terminates any of the agreements for cause, or if we exercise our right to terminate any of the agreements for convenience, the rights granted to us under such terminated agreement will revert to Antecip. To date, we have not been required to make any payments to Antecip under any of the license agreements.

Indemnification Agreements

Our amended and restated certificate of incorporation provide that we will indemnify each of our executive officers and directors to the fullest extent permitted by the DGCL against liabilities that may arise by reason of their service to us or at our direction, and to advance expenses to each indemnitee in connection with any proceeding in which indemnification is available. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.

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Review and Approval of Related Party Transactions

Our audit committee charter requires that our audit committee review and approve or ratify transactions involving us and any executive officer, director, director nominee, 5% stockholder, and certain of their immediate family members, also referred to herein as related parties. The policy and procedures cover any transaction involving a related party, also referred to herein as a related party transaction, in which the related party has a material interest and which does not fall under an explicitly stated exception set forth in the applicable disclosure rules of the SEC.

A related party transaction will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related party’s interest in the transaction. In considering related party transactions, the audit committee will consider any information considered material to investors and the following factors:

·                  the related party’s interest in the transaction;

·                  the approximate dollar value of the transaction;

·                  whether the transaction was undertaken in the ordinary course of our business;

·                  whether the terms of the transaction are no less favorable to us than terms that we could have reached with an unrelated third party; and

·                  the purpose and potential benefit to us of the transaction.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires that our executive officers and directors and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received, or written representations from reporting persons, we believe that during fiscal 2016, all Section 16(a) filing requirements were satisfied in a timely manner.

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AUDIT COMMITTEE REPORT

The information contained in the following report of Axsome’s audit committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that Axsome specifically incorporates it by reference.

Role of the Audit Committee

The audit committee operates under a written charter adopted by our board of directors. The audit committee of our board of directors oversees our accounting practices, system of internal controls, audit processes and financial reporting processes. Among other things, our audit committee is responsible for reviewing our disclosure controls and processes, and the adequacy and effectiveness of our internal controls. It also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim and year-end operating results and, as appropriate, initiates inquiries into aspects of our financial affairs. Our audit committee is responsible for establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our audit committee has sole and direct responsibility for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Significant related party transactions will be approved by our audit committee before we enter into them, as required by applicable rules and listing standards. A more detailed description of the functions and responsibilities of the audit committee can be found in Axsome’s audit committee charter, published on the corporate governance section of Axsome’s website at www.axsome.com.

The audit committee oversees our financial reporting process on behalf of the board of directors. Management is responsible for our internal controls, financial reporting process, selection of accounting principles, determination of estimates and compliance with laws, regulations and ethical business conduct. Our independent registered public accounting firm is responsible for expressing an opinion as to the conformity of our consolidated financial statements with generally accepted accounting principles.

Review of Audited Financial Statements for the Year Ended December 31, 2016

The audit committee has reviewed and discussed with Axsome’s management and Ernst & Young LLP the audited consolidated financial statements of Axsome Therapeutics, Inc. for the year ended December 31, 2016. The audit committee has also discussed with Ernst & Young LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board regarding communications between our independent registered public accounting firm and audit committee.

The audit committee has received and reviewed the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with Ernst & Young LLP its independence from us.

Based on the review and discussions referred to above, the audit committee recommended to the board of directors that the audited financial statements be included in Axsome’s annual report on Form 10-K for the year ended December 31, 2016 for filing with the Securities and Exchange Commission.

Submitted by the audit committee of the board of directors:

Mark Saad (Chair)

Mark Coleman, M.D.

Roger Jeffs, Ph.D.

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OTHER MATTERS

We know of no other matters to be submitted at the Annual Meeting. If any other matters properly come before the Annual Meeting, it is the intention of the persons named in the proxy card to vote the shares they represent as Axsome may recommend.

It is important that your shares be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote at your earliest convenience on the Internet or by telephone as instructed, or by executing and returning a proxy card, if you have requested one, in the envelope provided.

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