Exhibit 10.3

EXECUTION VERSION CONFIDENTIAL

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made effective as of May 8, 2025 (the “SPA Effective Date”), by and among Axsome Therapeutics, Inc., a Delaware corporation with its principal place of business at One World Trade Center, 29th Floor, New York, NY 10007 (“Axsome”), and each Purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

BACKGROUND

Axsome desires to sell to each Purchaser, and each Purchaser severally and not jointly desires to purchase from Axsome, such number of Shares (as defined below) as set forth herein at a price per Share equal to the Per Share Price (as defined below) and on the terms and subject to the conditions set forth in this Agreement (the “Offering”).

TERMS

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements contained herein, the Parties hereto, intending to be legally bound, do hereby agree as follows:

1. Definitions. The capitalized terms used herein shall have the meanings ascribed to them below or at such other place in this Agreement as is indicated below:

1.1 “Affiliate” means, with respect to any specified Person, at any time, a Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person at such time. For purposes of this definition, “control,” when used with respect to any specified Person, shall mean (a) the direct or indirect ownership of more than 50% (or such lesser percentage which is the maximum allowed to be owned by a foreign corporation in a particular jurisdiction) of the total voting power of securities or other evidences of ownership interest in such Person or (b) the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise.

1.2 “Aggregate Shares Purchased” means 140,000.

1.3 “Capitalization Date” has the meaning ascribed to such term in Section 4.1.

1.4 “Closing” has the meaning ascribed to such term in Section 3.1.

1.5 “Closing Date” has the meaning ascribed to such term in Section 3.1.

1.6 “Common Stock” means the common stock of Axsome, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed into.

1.7 “Exchange Act” means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

1.8 “FDA” has the meaning ascribed to such term in Section 4.7

1.9 “FDA Documents” has the meaning ascribed to such term in Section 4.7.

1.10 “GAAP” means generally accepted accounting principles in the United States.

1.11 “Knowledge” means the actual knowledge of each of the Chief Executive Officer, President and Chairman of the Board, the Chief Financial Officer, Chief Operating Officer, and the General Counsel of Axsome, assuming that such Person engaged in reasonable inquiry or investigation with respect to the relative subject matter.

1.12 “Loan Agreement” means the Loan Agreement, dated as of May 8, 2025, by and among Axsome, certain subsidiaries of Axsome from time to time party thereto, Blackstone Life Sciences and each other lender from time to time party thereto, and Wilmington Trust, National Association, as agent.

1.13 “Lock-Up Period” has the meaning ascribed to such term in Section 7.

1.14 “Material Adverse Effect” on or with respect to an entity (or group of entities taken as a whole) means any state of facts, event, change or effect that has had, or that would reasonably expected to have, (i) a material adverse effect on the business, properties, prospects, results of operations or financial condition of such entity (or of such group of entities taken as a whole) or (ii) a material adverse effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby.

1.15 “Nasdaq” means the Nasdaq Stock Market, Inc.

1.16 “Offering” has the meaning ascribed to such term in the Background.

1.17 “Party” means a party to this Agreement.

1.18 “Per Share Price” means $107.14.

1.19 “Person” means any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

1.20 “Press Release” has the meaning ascribed to such term in Section 9.4.

1.21 “Purchase Price” means the aggregate purchase price payable for the Aggregate Shares Purchased at the Per Share Price.

1.22 “Registered” and “Registration” refer to a registration effected by preparing and filing a Registration Statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement or document by the SEC.

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1.23 “Registration Statement” means a registration statement filed pursuant to the Securities Act.

1.24 “Rule 144” means Rule 144 promulgated under the Securities Act, or any successor rule.

1.25 “Sanctions” has the meaning ascribed to such term in Section 4.20.

1.26 “Sanctioned Country” has the meaning ascribed to such term in Section 4.20.

1.27 “SEC” means the U.S. Securities and Exchange Commission.

1.28 “SEC Documents” has the meaning ascribed to such term in Section 4.7.

1.29 “SEC Guidance” means any publicly-available written guidance, or rule of general applicability of the SEC staff.

1.30 “Securities Act” means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

1.31 “Shares” means the shares of Common Stock to be issued to each Purchaser pursuant to this Agreement.

1.32 “Trading Day” means a day on which the Common Stock is traded on Nasdaq.

1.33 “Transfer Agent” means Equiniti Trust Company, LLC, Axsome’s transfer agent and registrar for Common Stock, and any successor appointed in such capacity.

2.1 At the Closing, on terms and conditions as set forth herein, Axsome hereby issues

and sells to the Purchasers, and each Purchaser hereby severally and not jointly purchases from Axsome, a number of Shares at the Per Share Price equal to the Aggregate Shares Purchased multiplied by the percentage set forth opposite such Purchaser’s name on Schedule A attached hereto (rounded to the nearest whole number).

3.1 Closing. Subject to the satisfaction or waiver of the conditions set forth in

Section 6, the completion of the sale and purchase of the Shares (the “Closing”) shall occur on the SPA Effective Date; provided, that, if any conditions have not been so satisfied or waived on such date, the Closing shall occur on the first business day after the satisfaction or waiver (by the Party entitled to grant such waiver) of the conditions to the Closing set forth in Section 6 herein (other than those conditions that by their nature are to be satisfied at the Closing, but subject to fulfillment or waiver of those conditions), or on such other date as the parties shall mutually agree (the “Closing Date”).

3.2 Deliveries. Subject to the terms and conditions hereof:

3.3 Location. The Closing shall occur remotely via the exchange of signatures and documents unless otherwise agreed to in writing by the Parties.

4. Representations and Warranties of Axsome. Axsome hereby represents and warrants to the Purchasers as of the SPA Effective Date and as of the Closing Date (except as set forth below), as follows:

4.1 Capitalization. As of May 7, 2025 (the “Capitalization Date”), the authorized capital stock of Axsome consisted of 150,000,000 shares of Common Stock, of which 49,248,778 shares are issued and outstanding, and (ii) an aggregate of 17,546,713 shares of common stock subject to options or other equity awards are issued or reserved for issuance under Axsome’s 2015 Omnibus Incentive Compensation Plan and 1,100,000 shares of common stock are reserved for issuance under Axsome’s 2023 Employee Stock Purchase Plan; and (b) 10,000,000 shares of preferred stock, none of which is issued and outstanding. From the Capitalization Date to the SPA Effective Date, Axsome has not issued any shares of common stock except pursuant to the exercise of options or equity awards outstanding under Axsome’s 2015 Omnibus Incentive Compensation Plan as of the Capitalization Date or shares under Axsome’s 2023 Employee Stock Purchase Plan, in each case in accordance with their terms. All issued and outstanding shares of capital stock of Axsome have been duly authorized and validly issued, and are fully paid and nonassessable, and were issued in compliance with all applicable federal and state securities laws and were not issued in violation of any preemptive or similar rights. Except as described or referred to above, there are no securities convertible into or exchangeable or exercisable for, or options, warrants, calls, subscriptions, rights, contracts, commitments, or understandings of any kind to which Axsome is a party or by which Axsome is bound obligating Axsome to issue, deliver or sell, or cause to be issued, delivered or sold additional shares of its capital stock or other voting securities. There are no outstanding agreements of Axsome to repurchase, redeem or otherwise acquire any shares of its capital stock. No bonds, debentures, notes or other indebtedness having the right to vote (or convertible into or exchangeable for, securities having the right to vote) on any matters on which the stockholders of the Company may vote are issued and outstanding. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect.

4.2 Litigation. There are no actions, suits, proceedings or, to its Knowledge, any investigations, pending or currently threatened against Axsome that questions the validity of this Agreement or the issuance of the Common Stock contemplated hereby, nor to its Knowledge, is there any basis therefor. Except as disclosed in the SEC Documents, there is no other material

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action, suit, or proceeding pending or, to the Knowledge of Axsome, currently threatened against Axsome. There are no material outstanding consents, orders, decrees or judgments of any governmental entity naming Axsome.

4.3 Organization and Good Standing. Axsome is a corporation duly organized, validly

existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and carry on its business as now conducted. Axsome is duly qualified and is in good standing as a foreign corporation in each jurisdiction in which the properties owned, leased or operated, or the business conducted, by it requires such qualification except where the failure to be so qualified or in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

4.4 Authorization. All corporate actions on the part of Axsome, its officers, directors

and stockholders necessary for the authorization, execution and delivery of this Agreement and for the issuance of the Shares have been taken. Axsome has the requisite corporate power to enter into this Agreement and to carry out and perform its obligations thereunder. This Agreement has been duly authorized, executed and delivered by Axsome and, upon due execution and delivery by the Purchasers, this Agreement will be a valid and binding agreement of Axsome, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by equitable principles.

4.5 Subsidiaries. Except as disclosed in the SEC Documents, Axsome does not

currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. Axsome is not a participant in any joint venture, partnership or similar arrangement other than as has been disclosed in SEC Documents.

4.6 No Conflict With Other Instruments. Neither the execution, delivery nor

performance of this Agreement, nor the consummation by Axsome of the transactions contemplated hereby will result in any violation of, be in conflict with, cause any acceleration or any increased payments under, or constitute a default under, with or without the passage of time or the giving of notice: (a) any provision of Axsome’s certificate of incorporation or bylaws as in effect at the Closing; (b) any provision of any law, regulation, judgment, decree or order to which Axsome is a party or by which Axsome, or any of its assets, is bound, or (c) any note, mortgage, contract, agreement, license, waiver, exemption, order or permit to which Axsome is a party or by which Axsome, or any of its assets, is bound.

4.7 Disclosure Documents.

(a) For the two years preceding the SPA Effective Date, Axsome has filed, on a timely basis or has received a valid extension as of such time of filing and has thereafter made such filings prior to the expiration of any such extensions, all reports, schedules, forms, statements and other documents required to be filed by Axsome (i) with the SEC under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Documents”), and (ii) with the U.S. Food and Drug Administration

(“FDA”) under its applicable regulations (“FDA Documents”), and Axsome has paid all fees and assessments due and payable in connection with the SEC Documents and the FDA Documents. As of their respective dates, the SEC Documents and the FDA Documents complied in all material respects with all statutes and applicable rules and regulations of the SEC or FDA, as applicable, including the requirements of the Securities Act or the Exchange Act, as applicable, and none of the SEC Documents or FDA Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(b) The audited financial statements of Axsome included in Axsome’s SEC Documents comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such audited financial statements (i) were prepared from the books and records of Axsome, (ii) were prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of Axsome as of the dates thereof and the results of operations and cash flows for the periods then ended. The unaudited financial statements included in the SEC Documents comply in all material respects with the published rules and regulations of the SEC with respect thereto, and such unaudited financial statements (i) were prepared from the books and records of Axsome, (ii) were prepared in accordance with GAAP, except as otherwise permitted under the Exchange Act and the rules and regulations thereunder, applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto) and (iii) present fairly the financial position of Axsome as of the dates thereof and the results of operations and cash flows (or changes in financial condition) for the periods then ended, subject to normal year-end adjustments and any other adjustments described therein or in the notes or schedules thereto. The interactive data in eXtensible Business Reporting Language included in the SEC Documents fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the SEC’s rules and guidelines applicable thereto.

4.8 Absence of Certain Events and Changes. Since the date of Axsome’s Quarterly

Report on Form 10-Q for the period ended on March 31, 2025 : (a) Axsome has conducted its businesses in the ordinary course consistent with past practice; (b) there has not been any event, change or development which, individually or in the aggregate, would have a Material Adverse Effect, taken as a whole; (c) Axsome has not incurred any material liabilities (contingent or otherwise) other than expenses incurred in the ordinary course of business consistent with past practice; (d) Axsome has not altered its method of accounting in any material respect; and (e) Axsome has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock.

4.9 Intellectual Property. Axsome owns, or has an exclusive right pursuant to a valid,

written license agreement to use and exploit, all material intellectual property used in or necessary for the conduct of the business of Axsome as currently conducted and the conduct of such business will not conflict in any material respect with any intellectual property rights of others. Except as disclosed in the SEC Documents, (i) no claims have been asserted by a third party in writing (a) alleging that the conduct of the business of Axsome has infringed or misappropriated any intellectual property rights of such third party, or (b) challenging or questioning the validity or

effectiveness of any intellectual property right of Axsome, and (ii) to the Knowledge of Axsome, there is no valid basis for any such claim (a) or (b). To the Knowledge of Axsome, no third party is misappropriating or infringing any intellectual property right of Axsome. No loss or expiration of any of the material intellectual property of Axsome is pending, or, to the Knowledge of Axsome, threatened. Axsome has taken reasonable steps in accordance with standard industry practices to protect its rights in its intellectual property and at all times has maintained the confidentiality of all information used in connection with the business that constitutes or constituted a trade secret of Axsome.

4.10 Compliance with Applicable Law. Axsome has all permits, licenses, franchises, authorizations, orders and approvals of, and have made all filings, applications and registrations with, governmental entities that are required in order to permit Axsome to own or lease properties and assets and to carry on its business as presently conducted, except as would not be material to the business of Axsome. Axsome has complied and is in compliance in all material respects with all statutes, laws, regulations, rules, judgments, orders and decrees of all governmental entities applicable to it that relate to its businesses. Axsome has not received any notice alleging noncompliance, and, to the Knowledge of Axsome, is not under investigation with respect to, or threatened to be charged, with any material violation of any applicable statutes, laws, regulations, rules, judgments, orders or decrees of any governmental entities.

4.11 Valid Issuance of Shares. When issued, sold and delivered in accordance with the terms hereof for the consideration expressed herein, the Shares will be duly and validly authorized and issued, fully paid and non-assessable, free and clear of all liens, will not have been issued in violation of any preemptive or similar rights on the part of any Person, and, based in part on the representations of the Purchasers in Section 5 of this Agreement, will be issued in compliance with all applicable federal and state securities laws.

4.12 Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority on the part of Axsome is required in connection with the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis.

4.13 No Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based on arrangements made by Axsome.

4.14 No Undisclosed Liabilities. Axsome does not have any liabilities (contingent or otherwise), except for (a) liabilities reflected or reserved against in financial statements of Axsome included in the SEC Documents filed with the SEC prior to the date of this Agreement, and (b) liabilities that have not been and would not reasonably be expected to be material.

4.15 Internal Controls. Axsome maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and

liability accountability, and (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization. Since the end of Axsome’s most recent audited fiscal year, to its Knowledge and except as disclosed prior to the date hereof, there have been no significant deficiencies or material weakness detected in Axsome’s internal control over financial reporting (whether or not remediated) and no change in Axsome’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Axsome’s internal control over financial reporting. Axsome is not aware of any change in its internal controls over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Axsome’s internal control over financial reporting.

4.16 Disclosure Controls. Axsome and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies in all material respects with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by Axsome in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to Axsome’s management as appropriate to allow timely decisions regarding required disclosure.

4.17 Compliance. Axsome is not (i) in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default under), nor has Axsome received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) in violation of any judgment, decree or order of any court, arbitrator or governmental body or (iii) in violation of any statute, rule, ordinance or regulation of any governmental authority, including all foreign, federal, state and local laws relating to environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as would not have or reasonably be expected to result in a Material Adverse Effect.

4.18 No Unlawful Payments. Neither Axsome nor any of its subsidiaries nor, to the Knowledge of Axsome, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of Axsome or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including any rebate, payoff, influence payment, kickback or other unlawful or

improper payment or benefit. Axsome and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

4.19 Compliance with Anti-Money Laundering Laws. The operations of Axsome and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where Axsome or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving Axsome or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Knowledge of Axsome, threatened.

4.20 No Conflicts with Sanctions Laws. Neither Axsome nor any of its subsidiaries nor, to the Knowledge of Axsome, any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of Axsome or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including the designation as a “specially designated national” or “blocked person”), the United Nations Security Council the European Union, His Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is Axsome, any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of Sanctions, including the Crimea Region and the non-government controlled areas of the Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, Cuba, Iran, North Korea, and Syria (each, a “Sanctioned Country”); and Axsome will not directly or indirectly use the proceeds of the Offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, Axsome and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

4.21 Investment Company. Axsome is not required to be registered as, and immediately following the Closing will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.22 Bad Actor Disqualification. None of Axsome, any predecessor or affiliated issuer of Axsome nor, to Axsome’s Knowledge, any director or executive officer of Axsome or any promoter connected with Axsome in any capacity, is subject to any of the “bad actor” disqualifications within the meaning of Rule 506(d) under the Securities Act, except for a disqualification event covered by Rule 506(d)(2) or (d)(3).

4.23 Investment Matters. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 5, no registration under the Securities Act is required for the offer and sale of the Shares to the Purchasers hereunder. The Shares (i) were not offered to the Purchasers by any form of general solicitation or general advertising and (ii) are not being offered to the Purchasers in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

5. Representations And Warranties Of Purchasers. Each Purchaser hereby, severally and not jointly, represents and warrants to Axsome as of the SPA Effective Date and as of the Closing Date as follows as to itself:

5.1 Legal Power. Purchaser has the requisite corporate power to enter into this Agreement, and to carry out and perform its obligations under the terms of this Agreement.

5.2 Due Execution. This Agreement has been duly authorized, executed and delivered by Purchaser, and, upon due execution and delivery by Axsome, this Agreement will be a valid and binding agreement of Purchaser, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by equitable principles.

5.3 Investment Representations. In connection with the offer, purchase and sale of the Shares, Purchaser makes the following representations:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE

COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

(iii) Axsome will instruct the Transfer Agent not to register the transfer

of the Shares or any portion thereof, unless the conditions specified in the foregoing legend are satisfied.

6. Conditions to Closing.

6.1 Conditions to Obligations of Purchasers at the Closing. Each Purchaser’s

obligation to purchase the Shares at the Closing is subject to the fulfillment to its reasonable satisfaction, on or prior to the Closing, of all of the following conditions:

(a) Representations and Warranties. The representations and warranties made

by Axsome (i) in Section 4.1, Section 4.3, Section 4.4 and Section 4.11 shall be true and correct on the Closing Date, and (ii) in Section 4 (other than in Section 4.1, Section 4.3, Section 4.4 and Section 4.11) (disregarding the qualifications using the word “material” or “Material Adverse Effect” and words of similar import therein), shall be true and correct on the Closing Date (other than representations and warranties made as of a particular date, in which case such representations and warranties shall be true and correct as of such particular date), except to the extent the failures of such representations and warranties to be so true and correct as of such dates has not, individually or in the aggregate, had a Material Adverse Effect, and a certificate duly executed by an officer of Axsome, to the effect of the foregoing, shall be delivered to each Purchaser.

6.2 Conditions to Obligations of Axsome at the Closing. Axsome’s obligation to issue

and sell the Shares at the Closing to each respective Purchaser is subject to the fulfillment to its reasonable satisfaction, on or prior to the Closing, of the following conditions:

6.3 Condition to Obligations of each Party at the Closing. The obligations of Axsome

and each Purchaser to consummate the transactions contemplated to occur at the Closing shall be subject there being no statute, rule, regulation, executive order, decree, temporary restraining

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order, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any governmental entity or other legal restraint or prohibition preventing the consummation of the transactions contemplated by this Agreement shall be in effect.

7.1 Lock-Up Period. Excluding any transfers or intra-company disposal of the Shares

between a Purchaser and any of its Affiliates, for a period of one hundred twenty (120) days beginning on and including the Closing Date (the “Lock-Up Period”), each Purchaser shall not, without the prior written consent of Axsome, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Shares or enter into a transaction which would have the same effect; provided, however, that the foregoing shall not prohibit a Purchaser from distributions of Shares to general or limited partners, members, shareholders, Affiliates or wholly-owned subsidiaries of such Purchaser or any investment fund or other entity controlled or managed by such Purchaser; provided, in each case, that following any such transfer such Shares will remain subject to the provisions of this Section 7.1. Any discretionary waiver or termination of the restrictions of any or all of this Section 7.1 by Axsome shall apply pro rata to all Purchasers, based on the number of Shares held by each such Purchasers. For the avoidance of doubt, this Section 7.1 shall only apply to Shares purchased pursuant to this Agreement and shall not impose any restrictions on any other securities of Axsome owned by any Purchasers.

7.2 Remedies. Without prejudice to the rights and remedies otherwise available to the

parties, Axsome shall be entitled to equitable relief by way of injunction if any Purchaser breaches or threatens to breach any of the provisions of this Section 7.

8.1 Covenant of Axsome.

Section 4(a)(2) for the exemption from Registration for the transactions contemplated hereby or require Registration of the Shares under the Securities Act.

8.2 Removal of Legends. In connection with any sale or disposition of the Shares by a Purchaser pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the transferee acquires freely tradable shares and upon compliance by the Purchaser with the requirements of this Agreement, if requested in writing by the Purchaser, Axsome shall use its commercially reasonable efforts to request that the Transfer Agent for the Common Stock remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended entry for such book entry Shares sold or disposed of without restrictive legends within two (2) Trading Days of receipt of such request from the Purchaser. Upon the earliest of such time as the Shares (i) have been Registered for resale pursuant to an effective Registration Statement, (ii) have been sold pursuant to Rule 144 or (iii) are eligible for resale under Rule 144(b)(1) without any current information requests or any successor provision, Axsome shall (A) deliver to the Transfer Agent irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel to deliver to the Transfer Agent one or more opinions to the effect that the removal of such legends in such circumstances may be effected under the Securities Act. Axsome shall be responsible for the fees of its Transfer Agent and the Depository Trust Company (or its nominee), as depositary for the Common Stock, associated with such issuance.

9. Miscellaneous.

9.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between Axsome and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the third business day after the SPA Effective Date; provided, however, that no such termination will affect the right of any Party to sue for any breach by the other Party (or Parties). In the event of termination of this Agreement by the Purchasers, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Purchasers or Axsome, other than as provided in the immediately preceding sentence.

9.2 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

9.3 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT

PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

9.4 Public Statements. Axsome shall no later than the opening of business on the

second business day following the date hereof, either issue a press release or file a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby and any other material, nonpublic information that Axsome may have provided to any Purchaser at any time prior thereto promptly following the execution and delivery hereof, which shall have been previously reviewed by counsel for the Purchasers (the “Press Release”). Axsome shall not include the name of any Purchaser in the Press Release or any other public announcement without the prior written consent of such Purchaser. Subject to the foregoing, any statement to the public regarding this Agreement shall be approved in advance by Axsome and the Purchasers, except as otherwise required by law, rule, regulation, legal process or applicable SEC Guidance.

9.5 Successors and Assigns. This Agreement shall be binding upon and inure to the

benefit of the Parties and their successors and permitted assigns. Axsome may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Purchasers purchasing at least 85% of the Shares issuable hereunder. Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Shares, provided such transferee agrees in writing to be bound, with respect to the transferred Shares, by the provisions of this Agreement that apply to the “Purchasers.”

9.6 Entire Agreement. This Agreement, together with the exhibits and schedules

hereto, contains the entire understanding of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters (other than confidentiality agreements to which Axsome is a party to with the Purchasers), which the Parties acknowledge have been merged into such documents, exhibits and schedules.

9.7 Separability. If any term, provision, covenant or restriction of this Agreement is

held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

9.8 Rescission and Withdrawal Right. Notwithstanding anything to the contrary

contained in (and without limiting any similar provisions of) this Agreement, whenever any Purchaser exercises a right, election, demand or option under this Agreement and Axsome does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to Axsome, any

relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

9.9 Replacement of Shares. If any certificate or instrument evidencing any Shares is

mutilated, lost, stolen or destroyed, Axsome shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to Axsome of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances may also be required to pay a customary bond and any reasonable third-party costs associated with the issuance of such replacement Shares.

9.10 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and Axsome will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agrees to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

9.11 Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or nonperformance of the obligations of any other Purchaser under this Agreement. Nothing contained herein, and no action taken by any Purchaser pursuant hereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

9.12 Amendment and Waiver. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by Axsome and the Purchasers or, in the case of a waiver, by the Party against whom enforcement of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

9.13 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via email at the email address set forth on the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via email at the email address set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

9.14 Fees and Expenses. Except as expressly set forth in this Agreement to the contrary, each Party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. Axsome shall pay (a) all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchasers and (b) the expenses set forth on Schedule 9.14.

9.15 Titles and Subtitles. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

9.16 Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. This Agreement shall become effective when each Party hereto shall have received counterparts thereof signed and delivered (by telecopy or other electronic means) by the other Parties hereto. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.

9.17 Construction. The Parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto. Any provision of this Agreement that refers to the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation.” All references to this Agreement or any other agreement include, whether or not expressly referenced, the exhibits, annexes, and schedules attached hereto or thereto, and such exhibits, annexes and schedules shall be construed with, and as an integral part of, this Agreement or such other agreement to the same extent as if they were set forth verbatim herein or therein. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” when used in this Agreement is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Unless otherwise expressly indicated, any agreement, instrument, law or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument, or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. All references to “dollars” or “$” in this Agreement shall mean United States Dollars.

9.18 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

This Securities Purchase Agreement is hereby executed as of the date first above written.

AXSOME:

Axsome Therapeutics, Inc.

Name: Nick Pizzie

Title: Chief Financial Officer

Address: One World Trade Center, 29th Floor New York, NY 10007

Attn: Nick Pizzie, C.P.A, M.B.A.

Email: npizzie@axsome.com

with copies (which shall not constitute notice) to:

Axsome Therapeutics, Inc.

One World Trade Center, 29th Floor

New York, NY 10007

Attn: Hunter Murdock, Esq.

Email: hmurdock@axsome.com

DLA Piper LLP

1251 Avenue of the Americas, 27th Floor New York, NY 10020

Attn: Emilio Ragosa; Alan Rockwell Email: Emilio.Ragosa@us.dlapiper.com;

Alan.Rockwell@us.dlapiper.com

[Signature Page to Securities Purchase Agreement]

Docusign Envelope ID: F4EA5401-6E47-460F-A064-B3C13417B0B2

Schedule A

[CERTAIN PORTIONS OF THIS SCHEDULE HAVE BEEN OMITTED OR REDACTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K.]

Schedule 3.2

[CERTAIN PORTIONS OF THIS SCHEDULE HAVE BEEN OMITTED OR REDACTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K.]

Schedule 9.14

[CERTAIN PORTIONS OF THIS SCHEDULE HAVE BEEN OMITTED OR REDACTED PURSUANT TO ITEM 601(B)(10)(IV) OF REGULATION S-K.]