Axsome Therapeutics, Inc. 3,743,316 Shares Common Stock ($0.0001 par value per share) Underwriting AgreementUnderwriting Agreement • March 21st, 2017 • Axsome Therapeutics, Inc. • Pharmaceutical preparations • New York
Axsome Therapeutics, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you (the “Underwriter”), 3,743,316 shares of common stock, $0.0001 par value per share (“Common Stock”), of the Company (said shares to be issued and sold by the Company being hereinafter called the “Firm Securities”). The Company also proposes to grant to the Underwriter an option to purchase up to 561,497 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Firm Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 21 hereof. Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be,
