Axsome Therapeutics Inc 2024年度报告

(Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction of incorporation or organization) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes☐No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☐No☐Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. Large accelerated filer☐Accelerated Filer☐Smaller reporting company☐Non-accelerated filer☐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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of voting common stock held by non-affiliates of the registrant (assuming for purposes of this calculation, without conceding, that allexecutive officers and directors are “affiliates”) was approximately $3.2 billion as of June 30, 2024, based on the closing sale price of such stock as reported onThe Nasdaq Global Market. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2025 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of theregistrant’s fiscal year ended December 31, 2024, are incorporated by reference in Part III of this Annual Report on Form 10-K. Except with respect toinformation specifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this AnnualReport on Form 10-K. Table of Contents AXSOME THERAPEUTICS, INC.ANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 TABLE OF CONTENTS Page SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS3 PART I ITEM 1BusinessITEM1ARisk FactorsITEM1BUnresolved Staff CommentsITEM1CCybersecurityITEM 2PropertiesITEM 3Legal ProceedingsITEM 4Mine Safety Disclosures PART II ITEM 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities109ITEM 6Reserved110ITEM 7Management’s Discussion and Analysis of Financial Condition and Results of Operations111ITEM7AQuantitative and Qualitative Disclosure About Market Risk126ITEM 8Financial Statements and Supplementary Data126ITEM 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure126ITEM9AControls and Procedures127ITEM9BOther Information128ITEM9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections128 PART III ITEM10Directors, Executive Officers and Corporate Governance129ITEMExecutive Compensation129 11ITEM12Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters129ITEM13Certain Relationships and Related Transactions and Director Independence129ITEM14Principal Accountant Fees and Services129 PART IV ITEM15Exhibits and Financial Statement Schedules130ITEM16Form 10-K Summary135Signatures136 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain matters discussed in this report, including matters discussed under the caption “