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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