As filed with the Securities and Exchange Commission on May 11, 2020
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AXSOME THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
|
45-4241907
|
(State or other jurisdiction
|
|
(IRS Employer Identification No.)
|
of incorporation or organization)
|
|
|
200 Broadway
3rd Floor
New York, New York 10038
(Address of principal executive offices) (Zip Code)
Axsome Therapeutics, Inc. 2015 Omnibus Incentive Compensation Plan
(Full title of the Plans)
Herriot Tabuteau, M.D.
President and Chief Executive Officer
Axsome Therapeutics, Inc.
200 Broadway
3rd Floor
New York, New York 10038
(Name and address of agent for service)
(212) 332-3241
(Telephone number, including area code, of agent for service)
Copies to:
Emilio Ragosa
DLA Piper LLP (US)
51 John F. Kennedy Parkway, Suite 120
Short Hills, New Jersey 07078
Telephone: (973) 520-2550
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
|
|
Accelerated filer ☒
|
Non-accelerated filer
|
|
Smaller reporting company ☒
|
|
|
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 7(a)(2)(B) of the Securities Act. ☒
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on this 11th day of May, 2020.
|
AXSOME THERAPEUTICS, INC.
|
|
|
|
|
|
|
|
By
|
/s/ Herriot Tabuteau, M.D.
|
|
|
Herriot Tabuteau, M.D.
|
|
|
Chief Executive Officer
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That each person whose signature appears below constitutes and appoints Herriot Tabuteau, M.D., Chief Executive Officer, and Nick Pizzie, Chief Financial Officer, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Herriot Tabuteau, M.D.
|
|
Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
|
|
May 11, 2020
|
Herriot Tabuteau, M.D.
|
|
|
|
|
|
|
|
|
/s/ Nick Pizzie, CPA, MBA
|
|
Chief Financial Officer
|
|
May 11, 2020
|
Nick Pizzie, CPA, MBA
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Mark Coleman, M.D.
|
|
Director
|
|
May 11, 2020
|
Mark Coleman, M.D.
|
|
|
|
|
|
|
|
|
|
/s/ Roger Jeffs, Ph.D.
|
|
Director
|
|
May 11, 2020
|
Roger Jeffs, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/ Myrtle Potter
|
|
Director
|
|
May 11, 2020
|
Myrtle Potter
|
|
|
|
|
|
|
|
|
|
/s/ Mark Saad
|
|
Director
|
|
May 11, 2020
|
Mark Saad
|
|
|
|
|