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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/23/24 Axsome Therapeutics, Inc. 10-K 12/31/23 103:12M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.85M
2: EX-10.2 Axsome Therapeutics, Inc. Amended and Restated HTML 143K
2015 Omnibus Incentive Compensation Plan
3: EX-19.1 Axsome Therapeutics, Inc. Insider Trading Company HTML 98K
4: EX-21.1 Subsidiaries of the Company HTML 30K
5: EX-23.1 Consent of Deloitte & Touche LLP HTML 29K
6: EX-23.2 Consent of Ernst & Young LLP HTML 32K
11: EX-97.1 Axsome Therapeutics, Inc. Dodd-Frank Clawback HTML 39K
Policy
7: EX-31.1 Certification of Principal Executive Officer HTML 35K
Pursuant to Rule 13A-14(A)/15D-14(A), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
8: EX-31.2 Certification of Principal Financial Officer HTML 35K
Pursuant to Rule 13A-14(A)/15D-14(A), as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
9: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 30K
13: R1 Document and Entity Information HTML 107K
14: R2 Consolidated Balance Sheets HTML 124K
15: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K
16: R4 Consolidated Statements of Operations HTML 101K
17: R5 Consolidated Statements of Stockholders' Equity HTML 77K
18: R6 Consolidated Statements of Cash Flows HTML 124K
19: R7 Pay vs Performance Disclosure HTML 41K
20: R8 Insider Trading Arrangements HTML 61K
21: R9 Nature of Business and Basis of Presentation HTML 39K
22: R10 Summary of Significant Accounting Policies HTML 102K
23: R11 Business Combination HTML 77K
24: R12 Accounts Receivable, net HTML 41K
25: R13 Inventory HTML 55K
26: R14 Goodwill HTML 38K
27: R15 Intangible Assets HTML 60K
28: R16 Fair Value of Financial Instruments HTML 95K
29: R17 Accrued Expenses and Other Current Liabilities HTML 49K
30: R18 Loan and Security Agreement HTML 99K
31: R19 Commitments and Contingencies HTML 60K
32: R20 Stockholders' Equity HTML 141K
33: R21 Warrants HTML 78K
34: R22 Net Loss per Common Share HTML 70K
35: R23 Revenues HTML 78K
36: R24 License Agreements HTML 46K
37: R25 Royalty Agreements HTML 33K
38: R26 Income Taxes HTML 122K
39: R27 Related-Party Transactions HTML 38K
40: R28 Summary of Significant Accounting Policies HTML 159K
(Policies)
41: R29 Business Combination (Tables) HTML 72K
42: R30 Accounts Receivable, net (Tables) HTML 41K
43: R31 Inventory (Tables) HTML 57K
44: R32 Goodwill (Tables) HTML 40K
45: R33 Intangible Asset (Tables) HTML 61K
46: R34 Fair Value of Financial Instruments (Tables) HTML 97K
47: R35 Accrued Expenses and Other Current Liabilities HTML 49K
(Tables)
48: R36 Loan and Security Agreement (Tables) HTML 76K
49: R37 Commitments and Contingencies (Tables) HTML 53K
50: R38 Stockholders' Equity (Tables) HTML 116K
51: R39 Warrants (Tables) HTML 91K
52: R40 Net Loss per Common Share (Tables) HTML 71K
53: R41 Revenues (Tables) HTML 73K
54: R42 Income Taxes (Tables) HTML 115K
55: R43 Nature of Business and Basis of Presentation - HTML 36K
Additional Information (Details)
56: R44 Summary of Significant Accounting Policies - HTML 94K
Additional Information (Details)
57: R45 Business Combination - Additional Information HTML 51K
(Details)
58: R46 Business Combination - Schedule of purchase HTML 39K
consideration (Details)
59: R47 Business Combination - Schedule of Allocation of HTML 55K
the Fair Value (Details)
60: R48 Business Combination - Schedule of Unaudited Pro HTML 34K
Forma Summary Presents Consolidated Information
(Details)
61: R49 Accounts Receivable, net - Schedule of Accounts HTML 34K
Receivable, Net (Details)
62: R50 Inventory - Schedule of Inventory (Details) HTML 37K
63: R51 Inventory - Additional Information (Details) HTML 35K
64: R52 Inventory - Summary of Balance Sheet HTML 35K
Classification of Inventory (Details)
65: R53 Goodwill - Schedule of Goodwill (Details) HTML 35K
66: R54 Intangible Asset - Schedule of Carrying Amount of HTML 38K
Intangible Asset (Details)
67: R55 Intangible Asset - Additional Information HTML 32K
(Details)
68: R56 Intangible Asset - Schedule of Finite Lived HTML 45K
Intangible Assets Future Amortization Expenses
(Details)
69: R57 Fair Value of Financial Instruments - Additional HTML 37K
Information (Details)
70: R58 Fair Value of Financial Instruments - Schedule of HTML 42K
Fair Value of Financial Instruments Measured on
Recurring Basis (Details)
71: R59 Fair Value of Financial Instruments - Schedule of HTML 36K
Changes in Fair Value of Contingent Consideration
Liabilities (Details)
72: R60 Fair Value of Financial Instruments - Schedule of HTML 43K
Fair Value Measurements of Contingent
Consideration Recurring Include Significant
Unobservable Inputs (Details)
73: R61 Accrued Expenses and Other Current Liabilities - HTML 44K
Schedule of Accrued Expenses and Other Current
Liabilities (Details)
74: R62 Loan and Security Agreement - Additional HTML 133K
Information (Details)
75: R63 Loan and Security Agreement - Schedule of HTML 38K
Outstanding Debt and Unamortized Debt Discount
Balances (Details)
76: R64 Loan and Security Agreement - Schedule of debt HTML 41K
approximates its fair value given its variable
interest rate (Details)
77: R65 Loan and Security Agreement - Schedule of HTML 34K
Principal Payments (Details)
78: R66 Commitments and Contingencies - Additional HTML 55K
Information (Details)
79: R67 Commitments and Contingencies - Schedule of HTML 33K
Operating Lease Expense (Details)
80: R68 Commitments and Contingencies - Schedule of Future HTML 46K
Minimum Lease Payments of Operating Leases
(Details)
81: R69 Stockholders' Equity - Additional Information HTML 133K
(Details)
82: R70 Stockholders' Equity - Summary of Stock Option HTML 80K
Activity (Details)
83: R71 Stockholders' Equity - Summary of Black-Scholes HTML 46K
Option Valuation Assumptions (Details)
84: R72 Stockholders' Equity - Schedule of RSU Activity HTML 53K
(Details)
85: R73 Stockholders' Equity - Schedule of Stock-Based HTML 37K
Compensation Expense Recognized (Details)
86: R74 Warrants - Schedule of Warrant Activity (Details) HTML 41K
87: R75 Warrants - Additional Information (Details) HTML 53K
88: R76 Warrants - Summary of Initial Fair Value of HTML 57K
Warrants Estimated using Black - Scholes Option
Pricing Model (Details)
89: R77 Net Loss per Common Share - Computation of Basic HTML 59K
and Diluted Net Loss per Common Share (Details)
90: R78 Net Loss per Common Share - Potentially Dilutive HTML 42K
Securities Outstanding (Details)
91: R79 Revenues - Additional Information (Details) HTML 34K
92: R80 Revenues - Schedule of Disaggregation of Product HTML 55K
Sales (Details)
93: R81 License Agreements - Additional Information HTML 92K
(Details)
94: R82 Royalty Agreements - Additional Information HTML 36K
(Details)
95: R83 Income Taxes - Additional Information (Details) HTML 47K
96: R84 Income Taxes - Schedule of Components of Deferred HTML 64K
Tax Assets (Details)
97: R85 Income Taxes - Schedule of Income Tax Rate HTML 56K
Reconciliation (Details)
98: R86 Related-Party Transactions - Additional HTML 48K
Information (Details)
100: XML IDEA XML File -- Filing Summary XML 189K
103: XML XBRL Instance -- axsm-20231231_htm XML 2.32M
99: EXCEL IDEA Workbook of Financial Report Info XLSX 192K
12: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 4.49M
Linkbases Document -- axsm-20231231
101: JSON XBRL Instance as JSON Data -- MetaLinks 633± 988K
102: ZIP XBRL Zipped Folder -- 0000950170-24-019118-xbrl Zip 1.00M
| EX-19.1 |
Exhibit 19.1
Axsome Therapeutics, Inc. Insider Trading Policy
The following is the Insider Trading Policy of Axsome Therapeutics, Inc. (the “Company”) and outlines the procedures that all Company personnel must follow. Failure to comply with these procedures could result in a serious violation of the securities laws by you and/or the Company and can involve both civil and criminal penalties. It is important that you review our policy carefully. The insider trading policy provides as follows:
In order to comply with federal and state securities laws governing (a) trading in Company securities while in the possession of “material nonpublic information” concerning the Company, and (b) tipping or disclosing material nonpublic information to outsiders, and in order to, among other things, prevent even the appearance of improper insider trading or tipping, protect the Company from controlling person liability and protect the reputation of the Company, its directors, officers and employees, the Company has adopted this policy for all of its directors, officers and employees, their family members, and specially designated outsiders, such as consultants, who may have access to the Company’s material nonpublic information.
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The Insider Trading Compliance Committee (the “Committee”) will consist of the Chief Executive Officer and the Chief Financial Officer (the “Compliance Officer”). The Committee will review and either approve or prohibit all proposed trades by Insiders and designated outsiders in accordance with the procedures set forth in Section V(c), below. In addition to the trading approval duties described in Section V(c), below, the duties of the Compliance Officer will include the following:
The Compliance Officer may designate one or more individuals who may perform her duties or the duties of the other member of the Committee in the event that they or the other Committee member is unable to or unavailable to perform such duties.
There is no bright-line rule as to what constitutes “material” information. Generally
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speaking, information about the Company is “material” if there is a substantial likelihood that a reasonable stockholder would consider the information important in making a decision to buy or sell the Company’s securities, or, stated another way, if the disclosure of the information would be expected to significantly alter the total mix of the information
in the marketplace about the Company. In simple terms, material information is any type of information that could reasonably be expected to affect the price of Company securities, beyond normal daily fluctuations. While it is not possible to identify all information that would be deemed “material,” the following types of information ordinarily would be considered material:
If you are unsure whether information of which you are aware is material or nonpublic, you should consult with the Compliance Officer.
Material information is “nonpublic” if it has not been widely disseminated to the public in a manner making it available to investors generally, including, without limitation, through major newswire services, national news services and financial news services or the filing of public documents as required with the SEC. For the purposes of this policy, information will be considered public, i.e., no longer “nonpublic,” after the close of trading on the second full trading day following the company’s widespread public release of the information.
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approved by the Committee in accordance with the procedures set forth in Section V(c), below. Other than as required pursuant to Section V(a)(viii), below, Insiders who wish to sell Company securities in order to realize their profits are strongly encouraged to sell their securities pursuant to a predetermined written plan meeting the requirements of Rule 10b5-1 of the Exchange Act (“Rule 10b5-1”) which is approved by the Committee. To the extent possible, Insiders should retain all records and documents that support their reasons for making each trade.
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during a Blackout Period, although the Committee may waive the restriction if it determines such person does not possess material nonpublic information.
Company’s next quarterly filing with the SEC subsequent to the 10b5-1 Plan going into effect;
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above;
should be made; and
The prohibition on trading in Company securities during Blackout Periods, during Special Blackout Periods, or while otherwise in possession of material nonpublic information does not apply to:
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The trading prohibitions and restrictions set forth in this policy will be superseded by any greater prohibitions or restrictions prescribed by federal or state securities laws and regulations. Any Insider who is uncertain whether other prohibitions or restrictions apply should ask the Compliance Officer.
Any Insider who is permitted to trade Company securities pursuant to any provision of this Section V must notify the Compliance Officer, by email and/or facsimile transmission, promptly upon the execution of such trade, but in no event later than next business day after the execution of such trade. Such notice shall include all relevant details of such trade, including, but not limited to:
The consequences of prohibited insider trading or tipping can be severe and can include significant fines and imprisonment. The Company and/or the supervisors of the person violating the rules may also face major civil and/or criminal penalties.
Violation of this policy or federal or state insider trading or tipping laws by any director, officer or employee, or their family members, or by any corporation, partnerships, trust or other entity owned or controlled by any of the foregoing persons or any Applicable Trust or Applicable Corporation, may subject the director to dismissal proceedings and the officer or employee to disciplinary action by the Company up to and including termination for cause.
Any Insider who violates this policy or any federal or state laws governing insider trading or tipping, or knows of such violation by any other Insiders, must report the violation immediately to the Compliance Officer. Upon learning of any such violation, the Compliance Officer, in consultation with the other Committee member and the Company’s outside legal counsel, will determine whether the Company should release any material nonpublic information, or whether the Company should report the violation to the SEC, Nasdaq, or other appropriate governmental authority.
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Please direct all inquiries regarding this policy to Nick Pizzie, Chief Financial Officer of the Company or Hunter Murdock, General Counsel of the Company.
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NOTIFICATION OF PROPOSED TRADE
To: Nick Pizzie, Chief Financial Officer (the "Compliance Officer") of Axsome Therapeutics, Inc. (“Axsome”) at traderequest@axsome.com
From: ___________________________________________ (Name of Insider) Date: ___________________________________________
(Please fill out that which is applicable)
I hereby notify the Compliance Officer that I intend to exercise _____________________ (number) of options of Axsome common stock on __________ (date), on behalf of ___________ (indicate in whose name the shares will be registered).
I hereby notify the Compliance Officer that I intend to buy/sell (cross out the inapplicable word) _____ (number) of shares of Axsome common stock on ________ (date), on behalf of __________ (indicate in whose name the shares will be registered).
In connection with this proposed trade, I hereby certify that:
I understand that if I trade while possessing such information or in violation of such trading restrictions, I may be subject to severe civil and/or criminal penalties, and may be subject to sanctions by Axsome as set forth in the Policy.
Submitted by
____________________________________________
(Signature)
____________________________________________
(Name)
____________________________________________
(Title if signing on behalf of a corporation, partnership or other such entity)
Reviewed and approved/disapproved by the Compliance Officer:
____________________________________________
Date: ____________________
Send completed form to traderequest@axsome.com
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