0001579428false00015794282024-06-072024-06-07

 

 

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

Date of Report (Date of earliest event reported): June 07, 2024

 

 

Axsome Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-37635

45-4241907

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

One World Trade Center, 22nd Floor

 

New York, New York

 

10007

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (212) 332-3241

 

 

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, Par Value $0.0001 Per Share

 

AXSM

 

Nasdaq Global Market

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 5.07 Submission of Matters to a Vote of Security Holders.

At the 2024 Annual Meeting of Stockholders of Axsome Therapeutics, Inc. (the “Company”) held on June 7, 2024 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:

 

Proposal 1: The election of two directors to serve as Class III directors until the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified;

 

Proposal 2: The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

 

Proposal 3: The approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

 

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”). Of the 47,493,320 shares of the Company’s common stock entitled to vote at the Annual Meeting, 39,921,787 shares, or approximately 84.06%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:

 

Proposal 1: Election of Class III Directors.

 

The Company’s stockholders elected the following directors to serve as Class III directors until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified. The votes regarding the election of the Class III directors were as follows:

 

Director

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Herriot Tabuteau, M.D.

 

33,257,792

 

526,545

 

6,137,450

 

Mark Coleman, M.D.

 

27,121,859

 

6,662,478

 

6,137,450

 

 

Proposal 2: Ratification of Appointment of Deloitte & Touche LLP.

 

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes regarding this proposal were as follows:

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Votes Abstaining

 

Broker Non-Votes

 

39,146,384

 

153,117

 

622,286

 

0

 

 

Proposal 3: Approval, by Non-Binding Advisory Vote, of the Compensation of the Company’s Named Executive Officers.

 

The Company’s stockholders voted to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:

 

 

 

 

 

 

 

 

 

Votes For

 

Votes Against

 

Votes Abstaining

 

Broker Non-Votes

 

32,850,943

 

866,046

 

67,348

 

6,137,450

 

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

 

 

 

Exhibit No.

Description

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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 hereunto duly authorized.

 

 

 

Axsome Therapeutics, Inc.

 

 

 

 

 

Dated: June 11, 2024

 

By:

 

/s/ Herriot Tabuteau, M.D.

 

 

Name:

 

Herriot Tabuteau, M.D.

 

 

Title:

 

President and Chief Executive Officer

 

 

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Document And Entity Information
Jun. 07, 2024
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 07, 2024
Entity Registrant Name Axsome Therapeutics, Inc.
Entity Central Index Key 0001579428
Entity Emerging Growth Company false
Entity File Number 001-37635
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 45-4241907
Entity Address, Address Line One One World Trade Center, 22nd Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10007
City Area Code (212)
Local Phone Number 332-3241
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Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, Par Value $0.0001 Per Share
Trading Symbol AXSM
Security Exchange Name NASDAQ
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