0001104659-15-080254.txt : 20151119 0001104659-15-080254.hdr.sgml : 20151119 20151119164120 ACCESSION NUMBER: 0001104659-15-080254 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151119 FILED AS OF DATE: 20151119 DATE AS OF CHANGE: 20151119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Axsome Therapeutics, Inc. CENTRAL INDEX KEY: 0001579428 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 454241907 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA, SUITE 2000 CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 212-203-5072 MAIL ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA, SUITE 2000 CITY: NEW YORK STATE: NY ZIP: 10111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kaye Randall CENTRAL INDEX KEY: 0001350416 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37635 FILM NUMBER: 151244101 MAIL ADDRESS: STREET 1: 11388 SORRENTO VALLEY ROAD STREET 2: STE. 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 3 1 a3.xml 3 X0206 3 2015-11-19 0 0001579428 Axsome Therapeutics, Inc. AXSM 0001350416 Kaye Randall 25 BROADWAY, 9TH FLOOR NEW YORK NY 10004 0 1 0 0 Chief Medical Officer 8% Convertible Note 5.40 2014-11-03 2024-11-03 Common Stock 5017 D Employee Stock Option (right to buy) 3.67 2024-09-15 Common Stock 32315 D Employee Stock Option (right to buy) 5.78 2025-06-28 Common Stock 129865 D The issuer's 8% Convertible Notes (the "Notes") will automatically convert upon the closing of the issuer's initial public offering into a number of shares of Common Stock equal to the quotient of the aggregate outstanding principal amount and all accrued and unpaid interest due under the Notes divided by $5.40. Consists of a Note with a principal balance of $25,000 and interest accrued through November 19, 2015 of $2,093 convertible into 5,017 shares of Common Stock. The Notes will continue to accrue interest until the closing of the issuer's initial public offering. This option was granted on September 16, 2014 and is currently vested and exercisable with respect to 11,752 shares underlying the option. The remaining shares underlying the unvested portion of the option will vest in equal quarterly installments such that the option will be fully vested on June 19, 2017. This option was granted on June 29, 2015 and is currently vested and exercisable with respect to 5,409 shares underlying the option. The remaining shares underlying the unvested portion of the option will vest in quarterly installments such that the option will be fully vested on September 1, 2018. Exhibit List Exhibit 24 - Power of Attorney /s/ Constance Ames, Attorney-in-Fact 2015-11-19 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

Power of Attorney

 

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Herriot Tabuteau, M.D. and Constance Ames of Axsome Therapeutics, Inc. (the “Company”), or either one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to:

 

(1)                                 execute for and on behalf of the undersigned, an officer, director or holder of 10% of more of a registered class of securities of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder;

 

(2)                                 do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)                                 take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact or (c) until such attorney-in-fact shall no longer be employed by the Company.

 

IN WITNESS WHEREOF, I have hereunto set my hand and seal this 19th day of November, 2015.

 

 

/s/ Randall Kaye, M.D.

 

Name: Randall Kaye, M.D.