Axsome Therapeutics Inc

CAUTIONARY NOTE REGARDING FORWARD‑LOOKING STATEMENTS

Certain matters discussed in this report, including matters discussed under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. The words "anticipate," "believe," "estimate," "may," "expect" and similar expressions are generally intended to identify forward-looking statements. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation, those discussed under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report, as well as other factors which may be identified from time to time in our other filings with the U.S. Securities and Exchange Commission, or the SEC, or in the documents where such forward-looking statements appear. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements. Such forward-looking statements include, but are not limited to, statements about:

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our expectations for increases or decreases in expenses;

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our expectations for the clinical and preclinical development, manufacturing and regulatory approval of our product candidates, and commercialization of our pharmaceutical products or any other products that we may acquire or in-license;

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our estimates of the sufficiency of our existing capital resources combined with future anticipated cash flows to finance our operating requirements;

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our expectations for incurring capital expenditures to expand our research and development and manufacturing capabilities;

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unforeseen circumstances or other disruptions to normal business operations arising from or related to geopolitical conflicts or pandemics;

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our future revenue projections, sales forecasts, and potential peak market data;

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our expectations for generating revenue or becoming profitable on a sustained basis;

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our expectations or ability to enter into marketing and other partnership agreements;

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our expectations or ability to enter into product acquisitions and in-licensing transactions;

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our expectations or ability to build our own commercial infrastructure to manufacture, market and sell our products;

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our expected losses;

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our ability to obtain and maintain intellectual property protection for our products;

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the acceptance of our products by doctors, patients, or payors;

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our stock price and its volatility;

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our ability to attract and retain key personnel;

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the performance of third-party manufacturers;

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our expectations for future capital requirements; and

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our ability to successfully implement our strategy.

The forward-looking statements contained in this report reflect our views and assumptions only as of the date that this report is signed. Except as required by law, we assume no responsibility for updating any forward-looking statements.

We qualify all of our forward-looking statements by these cautionary statements. In addition, with respect to all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.