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Axsome Therapeutics, Inc.

For the period ended Jun 30, 2025. Filed Aug 4, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 4, 2025

AXSM$132.37+2.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-05.

0000950170-25-063634

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-04.

0000950170-25-102148

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 120 previous paragraphs and 106 current paragraphs.

74 unchanged; 25 reworded; 7 added; 21 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

Research and development expenses decreased by $0.4 million and increased by $7.6 million for the three and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. The decrease in the three months ended comparable period was due to the completion of trials for solriamfetol in ADHD and MDD along with AXS-05 in Alzheimer’s Disease Agitation, which was partially offset by higher personnel costs. The increase in the six months ended comparable period was due to higher costs for AXS-07 and AXS-14. This was partially offset by lower spending due to completion of trials for MDD and ADHD for solriamfetol and for AXS-12. We expect research and development costs to stabilize at current levels through the end of 2025 as certain development programs near completion while new development programs are initiated.

Current report

Income tax expense. We recorded a tax benefit of $1.0 million for the three and six months ended June 30, 2025 due to favorable return-to-provision adjustments attributable to certain foreign tax returns filed during July 2025. We did not record an income tax benefit or expense for the same periods in 2024.

Current report

As described below in the “Loan Agreement with Blackstone” section, on May 8, 2025, we entered into a loan agreement (the “Blackstone Loan Agreement”) with Blackstone Alternative Credit Advisors LP and Blackstone Life Sciences Advisors L.L.C. (collectively, the “Blackstone Representative” and referred to herein as “Blackstone”), certain subsidiaries of our party thereto as guarantors, Wilmington Trust, National Association, as agent, and the lenders from time to time party thereto (collectively, the “Lenders”). The Blackstone Loan Agreement provides for Loans in an aggregate principal amount of up to $570.0 million.

Current report

On May 8, 2025, we repaid in full our obligations under the Hercules Loan Agreement using proceeds from the Blackstone Loan Agreement. As of June 30, 2025, there are no outstanding obligations under the Hercules Loan Agreement.

Current report

On May 8, 2025 (the “Closing Date”), we entered into a loan agreement (the “Blackstone Loan Agreement”) with Blackstone Alternative Credit Advisors LP and Blackstone Life Sciences Advisors L.L.C. (collectively, the “Blackstone Representative” and referred to herein as “Blackstone”), certain subsidiaries of ours party thereto as guarantors, Wilmington Trust, National Association, as agent, and the lenders from time to time party thereto (collectively, the “Lenders”), providing for loans in an aggregate principal amount of up to $570.0 million, consisting of (i) a first lien senior secured term loan in an aggregate principal amount of $120.0 million funded to us on the Closing Date, (ii) a $180.0 million senior secured term loan which is available to us at our option, of which $90.0 million is available to us until May 31, 2026, and of which the remaining $90.0 million is available until May 31, 2027 (the “Term Loans”) and (iii) a super senior revolving credit facility in an aggregate principal amount of up to $70.0 million available at our option (the “Revolver” and collectively with the Term Loans, the “Loans”). The Blackstone Loan Agreement also permits us, subject to the consent of the Lenders, to request incremental term loans in an aggregate principal amount of up to $200.0 million at any time and on the same terms as the initial Term Loans, except that any call protection will be determined at the time the incremental term loans are incurred. The proceeds of the Term Loans were used, together with cash on hand, to repay in full our obligations under the Hercules Loan Agreement, which resulted in a recording of a loss on debt extinguishment of approximately $10.4 million in the Company’s consolidated statement of operations. The Term Loans bear interest at a variable SOFR plus 4.75%. The Revolver bears interest at SOFR plus 4.0%. The maturity date of the Loans is May 8, 2030. The Blackstone Loan Agreement provides for additional drawdowns at our option, subject to certain conditions, and includes customary covenants and a minimum liquidity covenant of $30.0 million. The obligations under the Blackstone Loan Agreement are secured by a first lien on certain assets of ours and our subsidiaries.

Current report

On May 8, 2025, we repaid in full our obligations under the Hercules Loan Agreement using proceeds from the Blackstone Loan Agreement. As of June 30, 2025, there are no outstanding obligations under the Hercules Loan Agreement.
Removed paragraphs (21)

Previous report

Research and development expenses increased by $8.0 million for the three months ended March 31, 2025, as compared to the same period in 2024. The increase was primarily related to the ongoing Phase 3 trials for solriamfetol and AXS-12, higher pre-FDA approval activity costs for AXS-07, and higher personnel costs due to organizational growth. We expect research and development costs to increase moderately from current levels as we continue to further develop our current and future product candidates.

Previous report

Income tax expense. We did not record an income tax expense for both the three months ended March 31, 2025 and 2024 due to losses incurred in all jurisdictions during the quarter from which we do not benefit due to the full valuation allowance position against our deferred tax assets.

Previous report

In December 2019, we entered into a sales agreement, or the December 2019 Sales Agreement, with SVB Securities LLC (now known as Leerink Partners LLC), or Leerink, pursuant to which we may sell up to $80 million in shares of our common stock from time to time through Leerink, acting as our sales agent, in one or more at-the-market offerings utilizing an automatic shelf registration statement we filed with the SEC on December 5, 2019 for the issuance of common stock, preferred stock, warrants, rights, debt securities and units up to an unlimited amount, which we refer to as the 2019 Shelf Registration Statement. Leerink is entitled to receive a commission of 3.0% of the gross proceeds for any shares sold under the December 2019 Sales Agreement.

Previous report

In August 2022, we filed a prospectus supplement to the 2019 Shelf Registration Statement for the issuance and sale, if any, of up to an additional $250 million in shares of our common stock. Leerink is entitled to receive a commission of up to 3.0% of the gross proceeds for any shares sold under the March 2022 Sales Agreement.

Previous report

In January 2023, we entered into a Third Amendment to the Loan Agreement, or the Third Amendment, with Hercules. The Third Amendment increased the size of the Term Loan Advance (as defined in the Loan Agreement) to $350.0 million, reduces the interest rate, and extends the maturity and interest-only period of the Loan Agreement. In September 2024, we entered into a Fifth Amendment to the Loan Agreement, or the Fifth Amendment, with Hercules. The Fifth Amendment amended the terms of the Loan Agreement to, among other things: (i) increase the size of the aggregate principal amount under tranche 3 of the 2020 Term Loan (as defined below) from $75.0 to $80.0 million; (ii) extend the availability periods of certain tranches of the 2020 Term Loan; (iii) alter the terms of the performance covenants contained in the Loan Agreement and also add a new performance covenant; (iv) conditionally waive the minimum cash requirement during such periods of time that Axsome’s market capitalization exceeds $1.5 billion; and (v) permit Axsome Malta Ltd., or the Malta Subsidiary, to request an advance from the Lenders (as defined in the Loan Agreement) up to a certain amount to the extent that Axsome may request an advance in such amount and to increase the amount of cash that the Malta Subsidiary may hold outside of the United States, as set forth in greater detail in the Fifth Amendment. We drew down upon tranche 1C of the 2020 Term Loan, and as of March 31, 2025, we had approximately $180 million outstanding and $150 million remaining under the 2020 Term Loan. See the “Contractual Obligations and Commitments – January 2023 Third Amendment to the Loan and Security Agreement – Hercules” and “Contractual Obligations and Commitments – September 2024 Fifth Amendment to the Loan and Security Agreement – Hercules” sections below, and Note 8. Loan and Security Agreement for more information.

Previous report

Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.

Previous report

September 2024 Fifth Amendment to the Loan and Security Agreement

Previous report

On September 30, 2024, we entered into the Fifth Amendment. The Fifth Amendment amended the terms of the Loan Agreement to, among other things: (i) increase the Tranche 3 Commitment from $75.0 to $80.0 million; (ii) extend the availability periods of Tranche 1D to June 15, 2025 and that of Tranche 1E to December 15, 2025, as set forth in greater detail in the Fifth Amendment; (iii) alter the terms of Performance Covenant A, Performance Covenant B, and Performance Covenant C and also add a Performance Covenant D, as set forth in greater detail in the Fifth Amendment; (iv) conditionally waive the requirement that the Company maintain Qualified Cash in an amount greater than or equal to the sum of $30.0 million plus the Qualified Cash A/P Amount at all times during such periods of time that the Company’s Market Capitalization exceeds $1.5 billion; and (v) permit the Malta Subsidiary, to request an Advance from the Lenders up to a certain amount to the extent that the Company may request an Advance in such amount and to increase the amount of Cash that the Malta Subsidiary may hold outside of the United States, as set forth in greater detail in the Fifth Amendment.

Previous report

May 2023 Fourth Amendment to the Loan and Security Agreement

Previous report

On May 8, 2023, we entered into the Waiver and Fourth Amendment to the Loan Agreement, or the Fourth Amendment, with Hercules, in its capacity as administrative agent and collateral agent, and the Lenders. The Fourth Amendment increased the amount of Cash that could be held by the Malta Subsidiary outside of the United States from $3.0 million to $15.0 million for a 45-day period after the closing of the Fourth Amendment and to $10.0 million thereafter. The Fourth Amendment also waived any purported default with respect to the amount of cash held by the Malta Subsidiary prior to the date of the Fourth Amendment. In August 2023, Hercules granted Axsome a waiver to the Fourth Amendment, permitting the Malta Subsidiary to hold up to $12.5 million in Cash outside of the United States until December 31, 2023.

Previous report

January 2023 Third Amendment to the Loan and Security Agreement

Previous report

The Third Amendment amended the terms of the Loan Agreement to, among other things:

Previous report

Extend the maturity date to January 1, 2028, unless the Company meets certain revenue targets as described in the Loan Agreement, in which case the Company can extend the maturity date to January 1, 2029;

Previous report

Increase the aggregate principal amount under the Loan Agreement from $300.0 million to $350.0 million;

Previous report

Subject to the terms and conditions in the Loan Agreement, change the term loan advance amounts and availability dates under the Tranche 1 Advance through Tranche 5 Advance, including increasing the Tranche 1 Advance from one tranche of $95.0 million to five sub-tranches of $95.0 million, $55.0 million, $30.0 million, $35.0 million, and $35.0 million, respectively, changing the Tranche 2 Advance from three sub-tranches of $35.0 million, $35.0 million, and $30.0 million, respectively, to one tranche of $25.0 million, changing the Tranche 3 Advance from two sub-tranches of $15.0 million and $5.0 million, respectively, to one tranche of $75.0 million, and removing the Tranche 4 Advance and Tranche 5 Advance entirely;

Previous report

Revise the interest rate applicable to extensions of credit under the Loan Agreement to equal (a) if the prime rate is greater than or equal to 7.00%, the greater of either (i) the prime rate plus 2.20%, and (ii) 9.95%, but in no event greater than 10.70%, and (b) if the prime rate is less than 7.00%, 9.70%;

Previous report

Increase the minimum cash requirement of the Company to the sum of $30.0 million plus the Qualified Cash A/P Amount; and

Previous report

Require the Company to pay a facility fee equal to 0.75% of the amount of principal actually funded pursuant to the Tranche 1B Advance, Tranche 1C Advance, Tranche 1D Advance, Tranche 1E Advance, Tranche 2 Advance, and Tranche 3 Advance.

Previous report

We allowed Tranche 2, which totaled $25.0 million, to expire undrawn.
Reworded paragraphs (25)

Previous wording

Symbravo®. Symbravo (MoSEICTM meloxicam-rizatriptan) is a novel, oral, rapidly absorbed, multi-mechanistic, selective COX-2 inhibitor and 5-HT 1B/1D agonist. Symbravo was developed by the Company and approved by the FDA for the acute treatment of migraine with or without aura in adults in January 2025.

Current wording

Symbravo®. Symbravo (MoSEICTM meloxicam-rizatriptan) is a novel, oral, rapidly absorbed, multi-mechanistic, selective COX-2 inhibitor and 5-HT 1B/1D agonist. Symbravo was developed by the Company and approved by the FDA for the acute treatment of migraine with or without aura in adults in January 2025. We initiated the commercial launch of Symbravo in the United States in June 2025.

Previous wording

AXS-14 (esreboxetine) is a novel, oral, investigational, highly selective and potent norepinephrine reuptake inhibitor being developed for the management of fibromyalgia. Esreboxetine, the SS-enantiomer of reboxetine, is more potent and selective than racemic reboxetine. We have submitted an NDA to the FDA for AXS-14 for the management of fibromyalgia.

Current wording

AXS-14 (esreboxetine) is a novel, oral, investigational, highly selective and potent norepinephrine reuptake inhibitor being developed for the management of fibromyalgia. Esreboxetine, the SS-enantiomer of reboxetine, is more potent and selective than racemic reboxetine. We have submitted an NDA to the FDA for AXS-14 for the management of fibromyalgia and, in June 2025, announced that we received a Refusal to File letter from the FDA for the NDA. To address the FDA’s feedback, Axsome will conduct an additional controlled trial.

Previous wording

Our ability to become profitable depends on our ability to generate revenue. We have begun commercial sales of Auvelity and Sunosi, and plan to commercially launch Symbravo, but we have limited experience with commercializing these, or any, products.

Current wording

Our ability to become profitable depends on our ability to generate revenue. We have begun commercial sales of Auvelity, Sunosi, and Symbravo, but we have limited experience with commercializing these, or any, products.

Previous wording

We have incurred significant operating and net losses since inception. We incurred net losses of $59.4 million and $68.4 million for the three months ended March 31, 2025 and 2024, respectively. Our accumulated deficit as of March 31, 2025 was $1,182.2 million, and we expect to incur significant expenses and continuing operating losses. We expect our expenses to increase in connection with our ongoing activities, as we continue the commercialization of our on-market products and the development and clinical trials of, and seek regulatory approval for, our current product candidates and any other product candidates that we develop or in-license and advance to clinical development. Further, we have incurred and will continue to incur additional costs associated with operating as a public company. Accordingly, we may need additional financing to support our continuing operations. We may seek to fund our operations through public or private equity, debt financings, or other sources. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. We will need to generate significant revenue to achieve profitability, and we may never do so.

Current wording

We have incurred significant operating and net losses since inception. We incurred net losses of $107.4 million and $147.7 million for the six months ended June 30, 2025 and 2024, respectively. Our accumulated deficit as of June 30, 2025 was $1,230.2 million, and we expect to incur significant expenses and continuing operating losses. We expect our expenses to increase in connection with our ongoing activities, as we continue the commercialization of our on-market products and the development and clinical trials of, and seek regulatory approval for, our current product candidates and any other product candidates that we develop or in-license and advance to clinical development. Further, we have incurred and will continue to incur additional costs associated with operating as a public company. Accordingly, we may need additional financing to support our continuing operations. We may seek to fund our operations through public or private equity, debt financings, or other sources. Adequate additional financing may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy. We will need to generate significant revenue to achieve profitability, and we may never do so.

Previous wording

We generated total revenues of $121.5 million and $75.0 million in the three months ended March 31, 2025 and 2024, respectively.

Current wording

We generated total revenues of $150.0 million and $87.2 million in the three months ended June 30, 2025 and 2024, respectively, and $271.5 million and $162.2 million in the six months ended June 30, 2025 and 2024, respectively.

Previous wording

We are eligible to receive sales-based and other milestone payments totaling up to €94.5 million. We will receive a royalty percentage in the mid-twenties on net sales of the Licensed Products (as defined in the Pharmanovia License Agreement) in the Territory. We recognized royalty revenue of $1.1 million and $0.9 million for the three months ended March 31, 2025 and 2024, respectively, related to Pharmanovia’s sales of Sunosi.

Current wording

We are eligible to receive sales-based and other milestone payments totaling up to €94.5 million. We will receive a royalty percentage in the mid-twenties on net sales of the Licensed Products (as defined in the Pharmanovia License Agreement) in the Territory. We recognized royalty revenue of $1.1 million and $0.6 million for the three months ended June 30, 2025 and 2024, respectively, and $2.2 million and $1.5 million for the six months ended June 30, 2025 and 2024, respectively, related to Pharmanovia’s sales of Sunosi.

Previous wording

Product sales, net. Auvelity U.S. net sales were $96.2 million and $53.4 million for the three months ended March 31, 2025 and 2024, respectively. Sunosi net sales were $24.1 million and $20.7 million for the three months ended March 31, 2025 and 2024, respectively. The increases in product sales were primarily due to the increase in unit sales volume for both Auvelity and Sunosi.

Current wording

Product sales, net. Auvelity U.S. net sales were $119.6 million and $215.9 million for the three and six months ended June 30, 2025, respectively, as compared to $65.0 million and $118.4 million for the same periods in 2024. Sunosi net sales were $28.9 million and $53.0 million for the three and six months ended June 30, 2025, respectively, as compared to $21.5 million and $42.2 million for the same periods in 2024. We began commercial sales of Symbravo in June 2025 and had U.S. net sales of $0.4 million for the three months ended June 30, 2025. No Symbravo sales were recorded in 2024. The increases in both comparable periods were primarily due to the increase in unit sales volume for both Auvelity and Sunosi, and commercial launch of Symbravo in June 2025.

Previous wording

The following table summarizes the activity of our sales allowance and reserves as of and for the three months ended March 31, 2025 (in thousands):

Current wording

The following table summarizes the activity of our sales allowance and reserves as of and for the six months ended June 30, 2025 (in thousands):

Previous wording

Royalty revenue. In connection with the February 2023 Pharmanovia License Agreement to commercialize Sunosi in certain ex-U.S. markets, we recognized royalty revenue of $1.1 million and $0.9 million for the three months ended March 31, 2025 and 2024, respectively, attributable to Pharmanovia sales of Sunosi in the out-licensed markets. The increase was in line with the increase in unit sales volume of Sunosi in certain ex-U.S. markets.

Current wording

Royalty revenue. In connection with the February 2023 Pharmanovia License Agreement to commercialize Sunosi in certain ex-U.S. markets, we recognized royalty revenue of $1.1 million and $2.2 million for the three and six months ended June 30, 2025, respectively, as compared to $0.6 million and $1.5 million for the same periods in 2024 attributable to Pharmanovia sales of Sunosi in the out-licensed markets. The increases in both comparable periods were in line with the increase in unit sales volume of Sunosi in certain ex-U.S. markets.

Previous wording

Cost of revenue. Cost of revenue was $9.8 million for the three months ended March 31, 2025, as compared to $6.3 million for the same period in 2024. The increase was in line with the increase in sales of Auvelity and Sunosi.

Current wording

Cost of revenue. Cost of revenue was $13.4 million and $23.2 million for the three and six months ended June 30, 2025, respectively, as compared to $8.1 million and $14.4 million for the same periods in 2024. The increase was in line with the increase in sales of Auvelity and Sunosi, and commercial launch of Symbravo in June 2025.

Previous wording

Research and development. The following table summarizes our research and development expenses for our primary products for the three months ended March 31, 2025 and 2024 (in thousands):

Current wording

Research and development. The following table summarizes our research and development expenses for our primary products for the three and six months ended June 30, 2025 and 2024 (in thousands):

Previous wording

Selling, general and administrative. Selling, general and administrative expenses were $120.8 million for the three months ended March 31, 2025, as compared to $99.0 million for the same period in 2024. The increase was primarily related to higher commercial activities for Auvelity, launch readiness activities for Symbravo, and higher personnel costs related to organizational growth, including non-cash stock-based compensation. We expect selling, general and administrative expenses to increase as we expand marketing, promotional, and advertising costs for Auvelity, and prepare for the launch of Symbravo and other potential product launches.

Current wording

Selling, general and administrative. Selling, general and administrative expenses were $130.3 million and $251.1 million for the three and six months ended June 30, 2025, respectively, as compared to $103.6 million and $202.5 million for the same periods in 2024. The increases in both comparable periods were related to higher commercial activities for Auvelity and Symbravo, and higher personnel costs related to organizational growth, including non-cash stock-based compensation. We expect selling, general and administrative expenses to increase through the end of 2025 as we expand marketing, promotional, and advertising costs for Auvelity and Symbravo.

Previous wording

Loss (Gain) in Fair Value of Contingent Consideration. The $1.5 million change for the three months ended March 31, 2025, as compared to a $1.4 million change for the same period in 2024, was primarily related to changes in significant unobservable inputs, including discount rates.

Current wording

Loss (Gain) in Fair Value of Contingent Consideration. The $8.1 million and $6.6 million changes for the three and six months ended June 30, 2025, respectively, as compared to $2.2 million and $0.7 million changes for the same periods in 2024, were primarily related to changes in significant unobservable inputs, including discount rates.

Previous wording

Intangible asset amortization. We amortize the intangible asset, which we recognized as part of the Acquisition, over its useful life of 10 years. Intangible asset amortization was $1.6 million for both the three months ended March 31, 2025 and 2024.

Current wording

Intangible asset amortization. We amortize the intangible asset, which we recognized as part of the Acquisition, over its useful life of 10 years. Intangible asset amortization was $1.6 million for both the three months ended June 30, 2025 and 2024 and $3.2 million for both the six months ended June 30, 2025 and 2024.

Previous wording

Interest expense, net. Interest expense, net was $2.4 million for the three months ended March 31, 2025, as compared to $1.1 million for the same period in 2024. The increase was mainly due to less interest income on lower cash balances.

Current wording

Interest expense, net. Interest expense, net was $1.8 million and $4.3 million for the three and six months ended June 30, 2025, respectively, as compared to $1.3 million and $2.4 million for the same periods in 2024. The increase was mainly due to less interest income on lower cash balances.

Previous wording

Net loss. Net loss was $59.4 million for the three months ended March 31, 2025, as compared to $68.4 million for the same period in 2024. The decrease was primarily due to higher sales which was partially offset by higher research and development spend from ongoing clinical trial expenses, higher selling, general and administrative expenses from commercial activities related to Auvelity, Sunosi, and Symbravo, including sales force and marketing spend, and higher personnel costs due to organizational growth, including non-cash stock compensation expense.

Current wording

Net loss. Net loss was $48.0 million and $107.4 million for the three and six months ended June 30, 2025, respectively, as compared to $79.3 million and $147.7 million for the same periods in 2024. The decreases in both comparable periods were primarily due to higher sales which was partially offset by higher research and development spend from ongoing clinical trial expenses, higher selling, general and administrative expenses from commercial activities related to Auvelity, Sunosi, and Symbravo, including sales force and marketing spend, and higher personnel costs due to organizational growth, including non-cash stock compensation expense.

Previous wording

In March 2022, we entered into a sales agreement, or the March 2022 Sales Agreement with Leerink, and filed a prospectus supplement, pursuant to which we may sell up to $200 million in shares of our common stock from time to time through Leerink, acting as our sales agent, in one or more at-the-market offerings utilizing the 2019 Shelf Registration Statement. Leerink is entitled to receive a commission of up to 3.0% of the gross proceeds for any shares sold under the March 2022 Sales Agreement. The March 2022 Sales Agreement supersedes the December 2019 Sales Agreement, by and between us and Leerink. We exhausted sales of shares of our common stock under our prior at-the-market offering program.

Current wording

In March 2022, we entered into a sales agreement, or the March 2022 Sales Agreement with Leerink, and filed a prospectus supplement. The March 2022 Sales Agreement supersedes the sales agreement, dated December 5, 2019, by and between us and Leerink. We exhausted sales of shares of our common stock under our prior at-the-market offering program.

Previous wording

Under the March 2022 Sales Agreement, for the three months ended March 31, 2025, we received approximately $19.7 million in gross proceeds through the sale of 156,484 shares, of which net proceeds were approximately $19.3 million. We did not utilize the March 2022 Sales Agreement with Leerink during the three months ended March 31, 2024.

Current wording

Under the March 2022 Sales Agreement, for the six months ended June 30, 2025, we received approximately $37.3 million in gross proceeds through the sale of 322,970 shares, of which net proceeds were approximately $36.5 million.

Previous wording

Operating Activities. Cash used in operating activities for the three months ended March 31, 2025 was $43.4 million, as compared to $53.5 million for the three months ended March 31, 2024. The decrease of $10.1 million was primarily due to higher net product revenues from Auvelity and Sunosi in 2025, which was partially offset by an increase in cash used in commercial and clinical activities.

Current wording

Operating Activities. Cash used in operating activities for the six months ended June 30, 2025 was $75.8 million, as compared to $83.6 million for the same period in 2024. The decrease of $7.8 million was primarily due to higher net product revenues from Auvelity and Sunosi in 2025, which was partially offset by an increase in cash used in commercial and clinical related activities.

Previous wording

Investing Activities. Cash used in investing activities for the three months ended March 31, 2025 was $338 thousand, as compared to $98 thousand for the three months ended March 31, 2024. The increase was impacted by the move into our new corporate office space during the first quarter of 2025.

Current wording

Investing Activities. Cash used in investing activities for the six months ended June 30, 2025 was $351 thousand, as compared to $150 thousand for the same period in 2024. The increase was impacted by the move into our new corporate office space during the first quarter of 2025.

Previous wording

Financing Activities. Cash provided by financing activities was $29.3 million for the three months ended March 31, 2025, which included net proceeds of $19.3 million from issuance of common stock for financing purposes as well as proceeds of $17.0 million from the issuance of common stock upon the exercise of employee stock options, which was partially offset by payments of contingent consideration and tax withholdings on stock awards, for a total of $6.6 million. Cash used in financing activities was $1.2 million for the three months ended March 31, 2024, which included payments of contingent consideration and tax withholdings on stock awards for a total of $3.5 million, which was partially offset by proceeds of $2.5 million from the issuance of common stock upon the exercise of employee stock options.

Current wording

Financing Activities. Cash provided by financing activities was $63.8 million for the six months ended June 30, 2025, which included net proceeds of $186.4 million from draw-downs related to the Blackstone Loans and net proceeds of $51.4 million from issuance of common stock for financing purposes as well as proceeds of $28.7 million from the issuance of common stock upon the exercise of employee stock options and under the ESPP, which was partially offset by the repayment of the Hercules Loan, for a total of $192.0 million, and payments of contingent consideration and tax withholdings on stock awards, for a total of $9.7 million. Cash provided by financing activities was $13.2 million for the six months ended June 30, 2024, which included net proceeds of $11.0 million from issuance of common stock for financing purposes as well as proceeds of $9.2 million from the issuance of common stock upon the exercise of employee stock options and under the ESPP, which was partially offset by payments of contingent consideration and tax withholdings on stock awards, for a total of $6.7 million.

Previous wording

We have not achieved profitability since our inception, and we expect to continue to have losses as we continue the development of, and seek regulatory approvals for, our product candidates, and begin to commercially launch Symbravo while further investing in Auvelity and Sunosi. We are subject to all of the risks pertinent to the development of new product candidates, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may harm our business.

Current wording

We have not achieved profitability since our inception, and we expect to continue to have losses as we continue the development of, and seek regulatory approvals for, our product candidates, while further investing in Auvelity, Sunosi, and Symbravo. We are subject to all of the risks pertinent to the development of new product candidates, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may harm our business.

Previous wording

In January 2020, we entered into a license agreement with Pfizer. Under the terms of our exclusive license agreement with Pfizer, Pfizer received 82,019 shares of our common stock having a stated value of $8.0 million, based on the average closing price of our common stock for the ten prior trading days of $97.54, in consideration for the license and rights. Pfizer also received an upfront cash payment of $3.0 million. We determined that the fair value of each share of common stock granted to Pfizer on the closing date of January 9, 2020 was $87.24, based on the closing price of our common stock on that date. As a result, the fair value of the stock issued was $7.2 million.

Current wording

In January 2020, we entered into a license agreement with Pfizer. Under the terms of our exclusive license agreement with Pfizer, Pfizer received 82,019 shares of our common stock having a stated value of $8.0 million, based on the average closing price of our common stock for the ten prior trading days of $97.54, in consideration for the license and rights. Pfizer also received an upfront cash payment of $3.0 million. We determined that the fair value of each share of common stock granted to Pfizer on the closing date of January 9, 2020 was $87.24, based on the closing price of our common stock on that date. As a result, the fair value of the stock issued was $7.2 million and, therefore, the total research and development expense recognized was $10.2 million related to the Pfizer license agreement during the year ended December 31, 2020.

Previous wording

In connection with the Loan Agreement (see below), Antecip consented to the collateral assignment of one of the license agreements, among other things, under a direct agreement with us and Hercules.

Current wording

In connection with the Blackstone Loan Agreement (see below), Antecip consented to the collateral assignment of one of the license agreements, among other things, under a direct agreement among us, Antecip and Blackstone.

Previous wording

As of April 28, 2025, we had 712 full‑time employees. None of our employees are represented by a collective bargaining agreement and we have never experienced any work stoppage. We believe that we maintain good relations with our employees. Our employees are highly skilled, and many hold advanced degrees. Many of our employees have experience with drug commercialization or development. Our future performance depends significantly upon the continued service of our key scientific, technical and senior management personnel and our continued ability to attract and retain highly skilled employees. We provide our employees with competitive salaries and bonuses, opportunities for equity ownership, development programs that enable continued learning and growth and a robust employment package that promotes well-being across all aspects of their lives. In addition to salaries, these programs include potential annual discretionary bonuses, stock awards, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, and flexible work schedules, among other benefits. We may take further actions, in compliance with all appropriate government regulations, that we determine to be in the best interest of our employees.

Current wording

As of July 28, 2025, we had 846 full‑time employees. None of our employees are represented by a collective bargaining agreement and we have never experienced any work stoppage. We believe that we maintain good relations with our employees. Our employees are highly skilled, and many hold advanced degrees. Many of our employees have experience with drug commercialization or development. Our future performance depends significantly upon the continued service of our key scientific, technical and senior management personnel and our continued ability to attract and retain highly skilled employees. We provide our employees with competitive salaries and bonuses, opportunities for equity ownership, development programs that enable continued learning and growth and a robust employment package that promotes well-being across all aspects of their lives. In addition to salaries, these programs include potential annual discretionary bonuses, stock awards, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, and flexible work schedules, among other benefits. We may take further actions, in compliance with all appropriate government regulations, that we determine to be in the best interest of our employees.