RTW Investments Reports 1.52M AXSM Shares; 3.1% Stake

RTW Investments, LP and Roderick Wong disclose a 3.1% stake in Axsome Therapeutics.

Rhea-AI Filing Summary

RTW Investments, LP and Roderick Wong disclose a 3.1% stake in Axsome Therapeutics. The filing reports ownership of 1,516,903 shares, calculated from 49,236,365 shares outstanding as of April 28, 2025. The shares are held directly by RTW Funds, for which RTW Investments acts as investment adviser, and Dr. Wong is identified as Managing Partner and Chief Investment Officer with shared voting and dispositive power over the reported position. The statement affirms the holdings were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. Because the position is below 5%, it does not cross the threshold that typically requires more detailed disclosure of control intentions.

Insights

Financial Analyst

RTW Funds hold a modest, non-controlling 3.1% stake in Axsome; limited immediate market impact.

The disclosed 1,516,903-share position represents 3.1% of Axsome based on the cited outstanding share count. Classification of RTW Investments as an investment adviser indicates these are fund holdings rather than a direct corporate control stake. Shared voting and dispositive power is noted, but sole powers are zero, underscoring a passive or portfolio-management posture. From a valuation perspective, this size is unlikely to move markets or alter corporate strategy absent accumulation beyond the 5% reporting threshold or activist signals.

Corporate Governance Expert

Disclosure signals transparency but shows no immediate governance challenge given the sub-5% ownership and certification of no control intent.

The filing expressly states the securities are held in the ordinary course and not to influence control, reducing governance concerns. Shared voting/dispositive power exists through RTW Funds, and Dr. Wong is identified as the funds managing partner and CIO, which clarifies the reporting chain. Unless the position grows or RTW expresses governance proposals, this disclosure is a routine ownership update rather than a catalyst for board-level changes.

FAQ

How many AXSM shares does RTW Investments report owning?

RTW Investments and Roderick Wong report owning 1,516,903 AXSM shares, representing 3.1% of the class.

Who filed the Schedule 13G/A for AXSM?

The statement was filed by RTW Investments, LP (as adviser to RTW Funds) and Roderick Wong, M.D.

Does the filing indicate voting or dispositive power for the reported shares?

Yes. The filing shows 0 sole voting power and 1,516,903 shared voting power, and similarly 0 sole dispositive power with 1,516,903 shared dispositive power.

Is this ownership stake considered a control position?

No. The reported 3.1% stake is below the 5% threshold and the filing states the shares are held in the ordinary course and not to change or influence control.

On what outstanding share count is the 3.1% calculated?

The percentage is calculated using 49,236,365 shares outstanding as reported by the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 08:02 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Axsome Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

05464T104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 05464T104

1

Names of Reporting Persons

RTW Investments, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,516,903.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,516,903.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,516,903.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.1 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 05464T104

1

Names of Reporting Persons

Roderick Wong

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,516,903.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,516,903.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,516,903.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.1 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Axsome Therapeutics, Inc.
(b)	Address of issuer's principal executive offices: One World Trade Center, 29th Floor, New York, NY, 10007.
Item 2.
(a)	Name of person filing: This statement is filed by: (i) RTW Investments, LP ("RTW Investments"), a Delaware limited partnership and the investment adviser to certain funds (the "RTW Funds"), with respect to shares of Common Stock, par value $0.0001 per share (the "Shares") of Axsome Therapeutics, Inc. (the "Company") directly held by the RTW Funds; and (ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Partner and Chief Investment Officer of RTW Investments, with respect to the Shares directly held by the RTW Funds. The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)	Citizenship: RTW Investments is a Delaware limited partnership. Dr. Wong is a citizen of the United States.
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 05464T104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in Row 11 of the cover pages are calculated based upon 49,236,365 Shares outstanding as of April 28, 2025 as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2025.
(b)	Percent of class: RTW Investments: 3.1% Dr. Wong: 3.1%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: RTW Investments: 0 Dr. Wong: 0
	(ii) Shared power to vote or to direct the vote: RTW Investments: 1,516,903 Shares Dr. Wong: 1,516,903 Shares
	(iii) Sole power to dispose or to direct the disposition of: RTW Investments: 0 Dr. Wong: 0
	(iv) Shared power to dispose or to direct the disposition of: RTW Investments: 1,516,903 Shares Dr. Wong: 1,516,903 Shares
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2. The RTW Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RTW Investments, LP

Signature:	/s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D., Managing Partner
Date:	08/14/2025

Roderick Wong

Signature:	s/ Roderick Wong, M.D.
Name/Title:	Roderick Wong, M.D.
Date:	08/14/2025