UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No.1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): March 31, 2022 (March 25, 2022) |
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.) |
| | | | |
22 Cortlandt Street, 16th 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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment No. 1”) is being filed to amend the Current Report on Form 8-K filed by Axsome Therapeutics, Inc. March 28, 2022 (the “Initial Form 8-K”) for the sole purpose of adding as an exhibit the Asset Purchase Agreement with Jazz Pharmaceuticals plc (the “Purchase Agreement”), referred to in the Initial Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement.
The information previously reported on the Initial Form 8-K under Item 1.01 is incorporated by reference into Item 1.01 of this Amendment No. 1. The other items to the Initial Form 8-K further remain unchanged and are not amended hereby.
The description of the Purchase Agreement in the Initial Form 8-K does not purport to be complete and is qualified in its entirety by reference to the complete terms and conditions of the Purchase Agreement filed as Exhibit 10.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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 thereunto duly authorized.
| | | |
| | | Axsome Therapeutics, Inc. |
| | | |
Date: | March 31, 2022 | By: | /s/ Herriot Tabuteau, M.D. |
| | Name: Title: | Herriot Tabuteau, M.D.
President and Chief Executive Officer
|
