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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission File Number 001-37635

AXSOME THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n

\n	\n
Delaware	45-4241907
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

\n \n \n \n \n \n \n \n \n \n \n

One World Trade Center

29th Floor

New York, New York

10007

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 332-3241

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n
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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	\n	\n	\n	\n
Title of each class:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, Par Value $0.0001 Per Share		AXSM		The Nasdaq Global Market

There were 52,599,985 shares of the registrant’s common stock, $0.0001 par value, outstanding as of October 26, 2026.

\n	\n	\n	\n
			Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		3

PART I — FINANCIAL INFORMATION

ITEM 1	Financial Statements		4
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		38
ITEM 3	Quantitative and Qualitative Disclosure About Market Risk		51
ITEM 4	Controls and Procedures		51

PART II — OTHER INFORMATION

ITEM 1	Legal Proceedings		52
ITEM 1A	Risk Factors		52
ITEM 5	Other Information		118
ITEM 6	Exhibits		119
	Signatures		120

\n	\n	\n	\n	\n	\n	\n	\n	\n
		September 30, 2026			December 31, 2025
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	313,859			$	322,933
Accounts receivable, net			343,114				224,464
Inventories, net			42,579				27,938
Prepaid and other current assets			25,084				13,651
Total current assets			724,636				588,986
Equipment, net			943				562
Right-of-use asset - operating lease			18,284				20,858
Goodwill			12,042				12,042
Intangible asset, net			35,751				40,519
Non-current inventory and other assets			35,117				26,838
Total assets		$	826,773			$	689,805
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	96,075			$	65,537
Accrued expenses and other current liabilities			331,756				232,853
Operating lease liability, current portion			663				434
Contingent consideration, current			11,225				10,012
Short-term borrowings			70,000				70,000
Total current liabilities			509,719				378,836
Contingent consideration, non-current			63,610				77,540
Loan payable, long-term			118,069				117,746
Operating lease liability, long-term			20,748				23,182
Finance lease liability, long-term			9,193				4,206
Total liabilities			721,339				601,510
Stockholders’ equity:
Preferred stock, $0.0001 par value per share (10,000,000 shares authorized, none issued and outstanding)			—				—
Common stock, $0.0001 par value per share (150,000,000 shares authorized, 52,576,839 and 50,882,766 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively)			5				5
Additional paid-in capital			1,540,123				1,394,251
Accumulated deficit			(1,434,694	)			(1,305,961	)
Total stockholders’ equity			105,434				88,295
Total liabilities and stockholders’ equity		$	826,773			$	689,805

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Three months ended September 30,			Nine months ended September 30,
		2026			2025			2026			2025
Revenues:
Product sales, net		$	249,951			$	169,784			$	655,706			$	439,101
Royalty revenue and milestone revenue			9,740				1,208				13,563				3,396
Total revenues			259,691				170,992				669,269				442,497
Operating expenses:
Cost of revenue (excluding amortization and depreciation)			17,804				11,912				46,093				35,149
Research and development			50,617				40,162				149,521				134,488
Selling, general and administrative			203,111				150,235				596,244				401,302
Loss (Gain) in fair value of contingent consideration			(2,380	)			13,185				(3,286	)			6,595
Intangible asset amortization			1,607				1,607				4,768				4,768
Total operating expenses			270,759				217,101				793,340				582,302
Loss from operations			(11,068	)			(46,109	)			(124,071	)			(139,805	)
Interest expense, net			(1,721	)			(1,120	)			(4,446	)			(5,385	)
Loss on debt extinguishment			—				—				—				(10,385	)
Loss before income taxes			(12,789	)			(47,229	)			(128,517	)			(155,575	)
Income tax benefit (expense)			(88	)			—				(216	)			960
Net loss		$	(12,877	)		$	(47,229	)		$	(128,733	)		$	(154,615	)
Net loss per common share, basic and diluted		$	(0.25	)		$	(0.94	)		$	(2.48	)		$	(3.13	)
Weighted average common shares outstanding, basic and diluted			52,445,193				50,021,851				51,818,984				49,449,220

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Common stock			Additional paid-in			Accumulated			Total stockholders’
		Shares			Amount			capital			deficit			equity
Balance at December 31, 2024			48,667,587				5				1,179,797				(1,122,787	)			57,015
Stock-based compensation			—				—				23,647				—				23,647
Issuance of common stock upon exercise of options			331,853				—				17,035				—				17,035
Issuance of common stock upon vesting of RSUs			60,835				—				—				—				—
Issuance of common stock upon financing			156,484				—				19,257				—				19,257
Shares tendered for withholding taxes			—				—				(4,336	)			—				(4,336	)
Net loss			—				—				—				(59,413	)			(59,413	)
Balance at March 31, 2025			49,216,759				5				1,235,400				(1,182,200	)			53,205
Stock-based compensation			—				—				24,954				—				24,954
Issuance of common stock upon exercise of options and under employee stock purchase plan			276,280				—				11,661				—				11,661
Issuance of common stock upon vesting of RSUs			15,776				—				—				—				—
Issuance of common stock upon financing			306,486				—				32,116				—				32,116
Shares tendered for withholding taxes			—				—				(888	)			—				(888	)
Net loss			—				—				—				(47,973	)			(47,973	)
Balance at June 30, 2025			49,815,301				5				1,303,243				(1,230,173	)			73,075
Stock-based compensation			—				—				23,442				—				23,442
Issuance of common stock upon exercise of options			389,542				—				15,524				—				15,524
Issuance of common stock upon vesting of RSUs			14,479				—				—				—				—
Issuance of common stock upon financing			88,512				—				9,757				—				9,757
Shares tendered for withholding taxes			—				—				(842	)			—				(842	)
Net loss			—				—				—				(47,229	)			(47,229	)
Balance at September 30, 2025			50,307,834				5				1,351,124				(1,277,402	)			73,727
Balance at December 31, 2025			50,882,766				5				1,394,251				(1,305,961	)			88,295
Stock-based compensation			—				—				23,906				—				23,906
Issuance of common stock upon exercise of options			412,310				—				9,981				—				9,981
Issuance of common stock upon vesting of RSUs			89,567				—				—				—				—
Issuance of common stock upon financing			35,802				—				6,248				—				6,248
Shares tendered for withholding taxes			—				—				(9,301	)			—				(9,301	)
Net loss			—				—				—				(64,542	)			(64,542	)
Balance at March 31, 2026			51,420,445				5				1,425,085				(1,370,503	)			54,587
Stock-based compensation			—				—				27,625				—				27,625
Issuance of common stock upon exercise of options and under employee stock purchase plan			755,644				—				41,968				—				41,968
Issuance of common stock upon vesting of RSUs			28,979				—				—				—				—
Issuance of common stock upon financing			54,644				—				13,272				—				13,272
Issuance of common stock upon exercise of warrants			40,177				—				—				—				—
Shares tendered for withholding taxes			—				—				(2,834	)			—				(2,834	)
Net loss			—				—				—				(51,314	)			(51,314	)
Balance at June 30, 2026			52,299,889				5				1,505,116				(1,421,817	)			83,304
Stock-based compensation			—				—				26,792				—				26,792
Issuance of common stock upon exercise of options			261,171				—				10,060				—				10,060
Issuance of common stock upon vesting of RSUs			15,779				—				—				—				—
Shares tendered for withholding taxes			—				—				(1,845	)			—				(1,845	)
Net loss			—				—				—				(12,877	)			(12,877	)
Balance at September 30, 2026			52,576,839			$	5			$	1,540,123			$	(1,434,694	)		$	105,434

\n	\n	\n	\n	\n	\n	\n	\n	\n
		September 30, 2026			December 31, 2025
Trade receivables		$	371,300			$	246,674
Less: Reserves for variable consideration			(28,186	)			(22,210	)
Accounts receivable, net		$	343,114			$	224,464

\n	\n	\n	\n	\n	\n	\n	\n	\n
		September 30, 2026			December 31, 2025
Raw materials		$	11,403			$	10,377
Work in process			19,659				17,836
Finished goods			21,693				11,280
Total		$	52,755			$	39,493

\n	\n	\n	\n	\n	\n	\n	\n	\n
		September 30, 2026			December 31, 2025
Balance sheet classification
Inventories, net		$	42,579			$	27,938
Non-current inventory and other assets			10,176				11,555
Total		$	52,755			$	39,493

\n	\n	\n	\n	\n
		Estimated amortization expense
2026		$	1,607
2027			6,375
2028			6,392
2029			6,375
2030			6,375
Thereafter			8,627
Total		$	35,751

\n	\n	\n	\n	\n
		Contingent consideration
Balance at December 31, 2025		$	87,552
Adjustment to fair value			(3,286	)
Payments			(9,431	)
Balance at September 30, 2026 (Level 3)		$	74,835

\n	\n	\n	\n	\n	\n	\n	\n	\n
						As of September 30, 2026		As of December 31, 2025
		Valuation methodology		Significant unobservable input		Weighted average (range, if applicable)		Weighted average (range, if applicable)
Contingent consideration		Probability weighted income approach		Discount rate		20.2%		14.9%
				Revenue discount rate		17.6% - 20.6%		17.2% - 20.2%

\n	\n	\n	\n	\n	\n	\n	\n	\n
		Operating lease			Finance lease
2026		$	(1,387	)		$	1,791
2027			4,791				6,268
2028			4,807				5,309
2029			11,284				3,012
2030			5,032				223
Thereafter			1,285				—
Total lease payments			25,812				16,603
Less: imputed interest			(4,401	)			(1,858	)
Present value of lease liabilities		$	21,411			$	14,745

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Number of shares			Weighted average exercise price			Weighted average contractual term (years)			Aggregate intrinsic value
Outstanding at December 31, 2025			7,034,278			$	51.98
Granted			—				—
Exercised			(1,322,905	)			42.08
Forfeited/Canceled			(106,229	)			81.88
Outstanding at September 30, 2026			5,605,144			$	53.75				5.3			$	732,273
Vested and expected to vest at September 30, 2026			5,605,144			$	53.75				5.3			$	732,273
Exercisable at September 30, 2026			4,716,749			$	47.09				4.9			$	647,627

\n	\n	\n	\n	\n	\n	\n	\n	\n
		Number of shares			Weighted average grant date fair value
Nonvested at December 31, 2025			1,012,809			$	90.93
Granted			744,444				165.83
Vested			(357,948	)			72.87
Forfeited			(80,037	)			129.00
Nonvested at September 30, 2026			1,319,268			$	135.79

\n	\n	\n	\n	\n	\n	\n	\n	\n
		Warrants			Weighted average exercise price
Outstanding at December 31, 2025			79,220			$	56.80
Issued			—				—
Exercised			(50,796	)			46.75
Outstanding at September 30, 2026			28,424			$	74.75

\n	\n	\n	\n	\n	\n	\n	\n	\n
		September 30, 2026			December 31, 2025
Accrued research and development		$	12,880			$	8,654
Accrued compensation			41,867				36,938
Accrued selling, general, and administrative			27,184				26,423
Accrued sales discounts, rebates, and allowances			228,639				150,247
Accrued royalties(a)			15,589				7,902
Accrued interest			45				43
Accrued taxes			—				101
Finance lease liability, current			5,552				2,545
Total		$	331,756			$	232,853

\n	\n	\n	\n	\n	\n	\n	\n	\n
		September 30, 2026			December 31, 2025
Total outstanding debt, long-term		$	120,000			$	120,000
Less: unamortized debt discount, long-term			(1,931	)			(2,254	)
Loan payable, long-term		$	118,069			$	117,746

\n	\n	\n	\n	\n	\n	\n	\n	\n
		September 30,
		2026			2025
Stock options			5,605,144				7,587,618
Restricted stock units			1,961,038				1,495,986
Performance stock units			119,667				64,281
Warrants			28,424				79,220
ESPP			65,384				83,477
Total			7,779,657				9,310,582

\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n	\n
		Commercial discounts and rebates, returns and other			Cash discounts and chargebacks			Medicaid and Medicare rebates			Total
Balance at December 31, 2025		$	105,003			$	22,210			$	45,242			$	172,455
Provisions			390,175				148,510				120,633				659,318
Payments/credits			(360,924	)			(142,277	)			(71,749	)			(574,950	)
Balance at September 30, 2026		$	134,254			$	28,443			$	94,126			$	256,823

\n	\n	\n	\n	\n
Name	Title	Date of Adoption of Rule 10b5-1 Trading Arrangement(1)	Scheduled Expiration Date of Rule 10b5-1 Trading Arrangement	Aggregate Number of Securities to Be Sold
Mark Coleman	Director	September 14, 2026(2)	December 31, 2027	30,721(3)
Ari Maizel	Chief Commercial Officer	September 15, 2026(2)	December 31, 2027	9,000(4)

\n	\n	\n
Exhibit Number		Description

31.1**		Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**		Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104		Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibit 101.)

\n	\n	\n
	AXSOME THERAPEUTICS, INC.

Date: November 2, 2026	By	/s/ Herriot Tabuteau, M.D.
		Herriot Tabuteau, M.D.
		President and Chief Executive Officer
		(Principal Executive Officer)


Date: November 2, 2026	By	/s/ Nick Pizzie
		Nick Pizzie
		Chief Financial Officer
		(Principal Financial and Accounting Officer)