SEC Form SC 13G/A filed by Axsome Therapeutics Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

AXSOME THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, Par Value $0.0001

(Title of Class of Securities)

05464T104

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) The shares reported herein for the Reporting Person represent 64,927 shares of the Issuer’s Common Stock held by Fairmount Healthcare Fund LP and 1,946,720 shares of the Issuer’s Common Stock held by Fairmount Healthcare Fund II LP (the “Funds”).

(2) Calculated based on 43,426,162 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2022.

(1) The shares reported herein for the Reporting Person represent 64,927 shares of the Issuer’s Common Stock held by Fairmount Healthcare Fund LP and 1,946,720 shares of the Issuer’s Common Stock held by Fairmount Healthcare Fund II LP (the “Funds”).

(2) Calculated based on 43,426,162 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2022.

(1) The shares reported herein for the Reporting Person represent 64,927 shares of the Issuer’s Common Stock held by Fairmount Healthcare Fund LP and 1,946,720 shares of the Issuer’s Common Stock held by Fairmount Healthcare Fund II LP (the “Funds”).

(2) Calculated based on 43,426,162 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2022.

(1) The shares reported herein for the Reporting Person represent 1,946,720 shares of the Issuer’s Common Stock.

(2) Calculated based on 43,426,162 shares of the Issuer’s Common Stock outstanding as of October 31, 2022, as disclosed on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2022.

Item 1.

Item 2.

This Amendment No. 1 to Schedule 13G amends and restates the statements on Schedule 13G originally filed on October 25, 2022.

The Common Stock reported herein includes Common Stock beneficially owned directly by Fairmount Healthcare Fund L.P. (the “Fund”) and Common Stock beneficially owned directly by Fund II. Fairmount Healthcare Fund GP LLC is the general partner of the Fund. Fairmount Healthcare Fund II GP LLC is the general partner of Fund II. The controlling persons of Fairmount are Mr. Harwin and Mr. Kiselak. Fairmount serves as investment adviser for the Fund and Fund II (collectively, the “Funds”) and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Funds. The Funds have delegated to Fairmount the sole power to vote and the sole power to dispose of all securities held in the Funds’ portfolios, including the shares of the Issuer’s Common Stock reported herein. Because the Funds have divested voting and investment power over the reported securities they hold and cannot revoke such delegation on less than 61 days’ notice, the Funds disclaim beneficial ownership of the securities for purposes of Section 13(d) of the Act and therefore disclaim any obligation to report ownership of the reported securities under Section 13(d) of the Act. As managing members of Fairmount, Mr. Harwin and Mr. Kiselak may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by Fairmount. Fairmount, Mr. Harwin, and Mr. Kiselak disclaim beneficial ownership of the securities reported in this Schedule 13G Statement (the “Statement”) other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall not be deemed an admission that any of Fairmount, Mr. Harwin, or Mr. Kiselak is the beneficial owner of such securities for any other purpose.

Not applicable.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

See the response(s) to Item 9 on the attached cover page(s).

See the response(s) to Item 11 on the attached cover page(s).

See the response(s) to Item 5 on the attached cover page(s).

See the response(s) to Item 6 on the attached cover page(s).

See the response(s) to Item 7 on the attached cover page(s).

See the response(s) to Item 8 on the attached cover page(s).

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned and each other person executing this joint filing agreement (this “Agreement”) agree as follows:

(i) The undersigned and each other person executing this Agreement are individually eligible to use the Schedule 13G to which this Exhibit is attached and such Schedule 13G is filed on behalf of the undersigned and each other person executing this Agreement; and

(ii) The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

Dated: February 14, 20232