Axsome Therapeutics Inc 2024年度报告

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 duringthe 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 of the Exchange Act. 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 financialaccounting 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 audit report.☒ 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 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 theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of voting common stock held by non-affiliates of the registrant (assuming for purposes of this calculation, without conceding, that all executiveofficers and directors are “affiliates”) was approximately $3.2billion as of June 30, 2024, based on the closing sale price of such stock as reported on The Nasdaq Global Market.There were48,765,403shares of the registrant’s common stock outstanding as of February 11, 2025. Portions of the registrant’s definitive proxy statement for its2025 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the registrant’s fiscalyear ended December 31, 2024, are incorporated by reference in Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporatedby reference inthis Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K. AXSOME THERAPEUTICS, INC.ANNUAL REPORT ON FORM 10-KFOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 TABLE OFCONTENTS SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS3 PART I ITEM 1BusinessITEM 1ARisk FactorsITEM 1BUnresolved Staff CommentsITEM 1CCybersecurityITEM 2PropertiesITEM 3Legal ProceedingsITEM 4Mine Safety Disclosures PART II ITEM 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities109ITEM 6Reserved110ITEM 7Management’s Discussion and Analysis of Financial Condition and Results of Operations111ITEM 7AQuantitative and Qualitative Disclosure About Market Risk126ITEM 8Financial Statements and Supplementary Data126ITEM 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure126ITEM 9AControls and Procedures127ITEM 9BOther Information128ITEM 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections128 PART III ITEM 10Directors, Executive Officers and Corporate Governance129ITEM 11Executive Compensation129ITEM 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters129ITEM 13Certain Relationships and Related Transactions and Director Independence129ITEM 14Principal Accountant Fees and Services129 PART IV ITEM 15Exhibits and Financial Statement SchedulesITEM 16Form 10-K SummarySignatures 130135136 CAUTIONARY NOTE REGARDINGFORWARD‑LOOKING STATEMENTS Certain matters discussed in this report, including matters discussed under the caption “Management’s Discussion andAnalysis of Financial Condition and Results of Operations,” may constitute forward-looking statements for purposes of theSecurities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934, as amended, or the ExchangeAct, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance orachievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. The words “anticipate,” “believe,” “estimate,” “may,” “expect” and similar expressions are generally intendedto identify forward-looking statements. Our actual results may differ materially from the results anticipated in th