☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedMarch 31,2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ________ to ________Commission File Number001-37635 (Exact name of registrant as specified in its charter) 45-4241907 (I.R.S. Employer Identification 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 during thepreceding 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 for the past90 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 RegulationS-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 filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of theExchange Act.: Large accelerated filer☒Accelerated Filer☐Non-accelerated filer☐Smaller reporting company☐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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ Securities registered pursuant to Section 12(b) of the Act: AXSOME THERAPEUTICS, INC.QUARTERLY REPORT ON FORM 10-QFOR THE QUARTER ENDED MARCH 31, 2025 TABLEOFCONTENTS CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS PART I — FINANCIAL INFORMATION ITEM 1Financial StatementsITEM 2Management’s Discussion and Analysis of Financial Condition and Results of OperationsITEM 3Quantitative and Qualitative Disclosure About Market RiskITEM 4Controls and Procedures PART II — OTHER INFORMATION ITEM 1Legal ProceedingsITEM 1ARisk FactorsITEM 5Other InformationITEM 6ExhibitsSignatures CAUTIONARY NOTEREGARDINGFORWARD-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 these forward-looking statements due to a variety of factors, including, without limitation, those discussed under the captions “Risk Factors,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report, as well asother factors which may be identified from time to time in our other filings with the U.S. Securities and Exchange Commission, orthe SEC, or in the documents where such forward-looking statements appear. All written or oral forward-looking statementsattributable to us are expressly qualified in their entirety by these cautionary statements. Such forward-looking statements include,but are not limited to, statements about: •our expectations for increases or decreases in expenses;•our expectations for the clinical and preclinical development, manufacturing and regulatory approval of our productcandidates, and commercialization of our pharmaceutical products or any other products that we may acquire or in-license;•our estimates of the sufficiency of our existing capital resources combined with future anticipated cash flows to financeour operating requirements;•our expectations for incurring capital expenditures to expand our research and development and manufacturingcapabilities;•unforeseen circumstances or other disruptions to normal business operations arising from or related to geopoliticalconflicts or pandemics;•our future revenue projections, sales forecasts, and potential peak market data;•our expectations for generating revenue or becoming profitable on a sustained basis;•our expectations or ability to enter into mark