X0206 3 2015-11-19 0 0001579428 Axsome Therapeutics, Inc. AXSM 0001295913 Saad Mark E 25 BROADWAY, 9TH FLOOR NEW YORK NY 10004 1 0 0 0 8% Convertible Note 5.94 2015-05-26 2025-05-26 Common Stock 3498 D Employee Stock Option (right to buy) 3.67 2024-09-15 Common Stock 11016 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 $5.94. Consists of a Note with a principal balance of $20,000 and interest accrued through November 19, 2015 of $780 convertible into 3,498 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 3,672 shares underlying the option. The remaining shares underlying the unvested portion of the option will vest in equal annual installments such that the option will be fully vested on September 16, 2017. Exhibit List Exhibit 24 - Power of Attorney /s/ Constance Ames, Attorney-in-Fact 2015-11-19