Axsome Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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

Axsome Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 2025 Annual Meeting of Stockholders of Axsome Therapeutics, Inc. (the “Company”) held on June 6, 2025 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:

Proposal 1: The election of one director to serve as a Class I director until the Company’s 2028 annual meeting of stockholders and until their successor is duly elected and qualified;

Proposal 2: The approval of the Company’s 2025 Long-Term Incentive Plan;

Proposal 3: The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and

Proposal 4: The approval, on a non-binding advisory basis, of 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 25, 2025 (the “Proxy Statement”). Of the 49,219,312 shares of the Company’s common stock entitled to vote at the Annual Meeting, 41,368,640 shares, or approximately 84.04%, 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 I Director.

The Company’s stockholders elected the following director to serve as a Class I director until the 2028 annual meeting of stockholders and until their successor is duly elected and qualified. The votes regarding the election of the Class I director were as follows:

Proposal 2: Approval of the Company’s 2025 Long-Term Incentive Plan.

The Company’s stockholders voted to approve the 2025 Long-Term Incentive Plan. The votes regarding this proposal were as follows:

Proposal 3: 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, 2025. The votes regarding this proposal were as follows:

Proposal 4: 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:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.