Common use of INFORMATION INCORPORATED BY REFERENCE Clause in Contracts

INFORMATION INCORPORATED BY REFERENCE. The Commission allows us to “incorporate by reference” information that we file with it. This means that we can disclose important information to you by referring you to those filed documents. The information incorporated by reference is considered to be a part of this prospectus supplement, and information that we file later with the Commission prior to the termination of this offering will also be considered to be part of this prospectus supplement and will automatically update and supersede previously filed information, including information contained in this document. We incorporate by reference the documents listed below and any future filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act: • Annual Report on Form 20-F for the year ended December 31, 2023 filed with the Commission on March 20, 2024, which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filed. • The description of our Class A Common Stock contained in our Registration Statement on Form 8-A, filed with the Commission on August 12, 2008, as amended by Amendment No. 1 to the Registration Statement on Form 8-A, filed with the Commission on March 26, 2019, including any subsequent amendments or reports filed for the purpose of updating such description. • Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on May 20, 2024, which contains our financial results for the three months ended March 31, 2024 and our interim unaudited consolidated financial statements and related notes for the three-month period ended March 31, 2024 (except the statements attributed to the Company’s management, and the references to Annualized Adjusted EBITDA contained in Exhibit 99.1 thereto). • Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 11, 2024. • Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 17, 2024. • Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on August 6, 2024, which contains our Management’s Discussion and Analysis of Financial Condition and Results of Operations and our interim unaudited consolidated financial statements and related notes thereto for the six months ended June 30, 2024. We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the Commission and certain reports on Form 6-K that we furnish to the Commission after the date of this prospectus supplement (if they state that they are incorporated by reference into this prospectus supplement), until the date all of the securities offered hereby are sold or the offering is otherwise terminated. In all cases, you should rely on the later information over different information included in this prospectus supplement or the accompanying base prospectus. We have authorized only the information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus, and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and the Agent has not, authorized any other person to provide you with different information. We and the Agent take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. We are not making an offer to sell Class A common shares in any state or other jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement as well as the information we previously filed with the Commission and incorporated by reference, is accurate as of the dates of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates. You may request a free copy of the above-mentioned filings or any subsequent filing we incorporated by reference into this prospectus supplement by writing to us at the following address: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ We will furnish holders of our Class A common shares with annual reports containing audited financial statements and a report by our independent registered public accounting firm. The audited financial statements will be prepared in accordance with United States generally accepted accounting principles and those reports will include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section for the relevant periods. As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we intend to furnish proxy statements to any shareholder in accordance with the rules of the NYSE, those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act.

INFORMATION INCORPORATED BY REFERENCE. The Commission SEC allows us to “incorporate by reference” the information that we file with it. This them which means that we can disclose important information to you by referring you to those filed documentsdocuments instead of having to repeat the information in this prospectus. The information incorporated by reference is considered to be a part of this prospectus supplementprospectus, and later information that we file later with the Commission prior to the termination of this offering will also be considered to be part of this prospectus supplement and SEC will automatically update and supersede previously filed this information, including information contained in this document. We incorporate by reference the documents listed below and any future filings made information filed (rather than furnished) with the Commission SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act between the date of this prospectus and the termination of this offering, provided, however, that we are not incorporating any information furnished under Item 2.02 or Item 7.01 of any current report on Form 8-K: This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC: • Our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 23, 2022. • The information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 4, 2022. • Our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on May 5, 2022, for the quarter ended June 30, 2022, filed with the SEC on August 4, 2022, and for the quarter ended September 30, 2022, filed with the SEC on November 8, 2022. • Our Current Reports on Form 8-K filed with the SEC on January 7, 2022, January 13, 2022, February 7, 2022, April 1, 2022, May 5, 2022, May 10, 2022, May 13, 2022, May 20, 2022, September 9, 2022, and September 15, 2022, and our Current Report on Form 8-K/A filed on October 6, 2022. • The description of our Common Stock contained in our registration statement on Form 8-A, filed with the SEC on November 3, 2014, and any amendment or report filed with the SEC for the purpose of updating the description. All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act: • Annual Report on Form 20-F for the year ended December 31” in this prospectus, 2023 filed with the Commission on March 20, 2024, which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filed. • The description of our Class A Common Stock contained in our Registration Statement on Form 8-A, filed with the Commission on August 12, 2008, as amended by Amendment No. 1 prior to the Registration Statement on Form 8-A, filed with the Commission on March 26, 2019, including any subsequent amendments or reports filed for the purpose of updating such description. • Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on May 20, 2024, which contains our financial results for the three months ended March 31, 2024 and our interim unaudited consolidated financial statements and related notes for the three-month period ended March 31, 2024 (except the statements attributed to the Company’s management, and the references to Annualized Adjusted EBITDA contained in Exhibit 99.1 thereto). • Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 11, 2024. • Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 17, 2024. • Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on August 6, 2024, which contains our Management’s Discussion and Analysis of Financial Condition and Results of Operations and our interim unaudited consolidated financial statements and related notes thereto for the six months ended June 30, 2024. We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the Commission and certain reports on Form 6-K that we furnish to the Commission after the date termination of this prospectus supplement (if they state that they are offering but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus supplement), until and deemed to be part of this prospectus from the date all of the filing of such reports and documents. You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address: Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement. We may offer and sell up to $150.0 million in the aggregate of the securities offered hereby identified above from time to time in one or more offerings. This prospectus provides you with a general description of the securities. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities. INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 6 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES. Our common stock is listed on the Nasdaq Global Market under the symbol “CHRS.” On November 16, 2022, the last reported sale price of our common stock on the Nasdaq Global Market was $7.35 per share. ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 2 RISK FACTORS 6 THE COMPANY 5 DESCRIPTION OF CAPITAL STOCK 8 USE OF PROCEEDS 7 DESCRIPTION OF OTHER SECURITIES 18 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF UNITS 20 DESCRIPTION OF WARRANTS 19 PLAN OF DISTRIBUTION 25 GLOBAL SECURITIES 21 LEGAL MATTERS 27 EXPERTS 27 This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the offering SEC, using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings up to a total dollar amount of $150.0 million as described in this prospectus. Each time that we offer and sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is otherwise terminated. In all casesany inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the later information over different information included in this prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the accompanying base prospectus. applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.” We have not authorized only the anyone to provide you with any information or to make any representations other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement and the accompanying base prospectus, and or any free writing prospectus prospectuses prepared by or on behalf of us or to which we have referred you. We have not, and the Agent has not, authorized any other person to provide you with different information. We and the Agent take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are will not making make an offer to sell Class A common shares these securities in any state or other jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as well as of the date on its respective cover, that the information we previously filed with appearing in any applicable free writing prospectus is accurate only as of the Commission date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, is accurate as of the dates of those documents onlyunless we indicate otherwise. Our business, financial condition and condition, results of operations and prospects may have changed since those dates. You This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may request a free copy contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the above-mentioned filings market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any subsequent filing we applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus supplement by writing prospectus. Accordingly, investors should not place undue reliance on this information. When we refer to us at “Coherus,” “we,” “our,” “us” and the following address: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇“Company” in this prospectus, ▇▇▇▇▇▇ ▇▇▇▇▇we mean Coherus BioSciences, ▇▇▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ We will furnish holders of our Class A common shares with annual reports containing audited financial statements Inc. and a report by our independent registered public accounting firmits consolidated subsidiaries, unless otherwise specified. The audited financial statements will be prepared in accordance with United States generally accepted accounting principles and those reports will include a When we refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section for the relevant periods. As a “foreign private issueryou,” we are exempt from mean the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we intend to furnish proxy statements to any shareholder in accordance with the rules potential holders of the NYSEapplicable series of securities. Coherus BioSciences®, our logo and our other trade names, trademarks or service marks appearing in this prospectus are the property of Coherus. This prospectus and the documents incorporated by reference herein also include trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, our trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those proxy statements references are not expected intended to conform indicate, in any way, that we will not assert, to Schedule 14A the fullest extent under applicable law, our rights or the right of the proxy rules promulgated under the Exchange Actapplicable licensor to these trademarks and tradenames.

INFORMATION INCORPORATED BY REFERENCE. The Commission allows us to “incorporate by reference” information that we file with it. This means that we can disclose important information to you by referring you to those filed documents. The information incorporated by reference is considered to be a part of this prospectus supplementprospectus, and information that we file later with the Commission prior to the termination of this offering will also be considered to be part of this prospectus supplement and will automatically update and supersede previously filed information, including information contained in this document. We incorporate by reference the documents listed below and any future filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act: • Annual Report on Form 20-F for the year ended December 31, 2023 2021 filed with the Commission on March 2024, 20242022, which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filed. ; • Our Report on Form 6-K, filed with the Commission on August 4, 2022, which contains our management's discussion and analysis of financial condition and results of operations and unaudited interim consolidated financial statements and related notes for the six month period ended June 30, 2022; • Our Report on Form 6-K, filed with the Commission on August 30, 2022 (except for the commentary of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ therein); and • The description of our Class A Common Stock contained in our Registration Statement on Form 8-A, filed with the Commission on August 12, 2008, as amended by Amendment No. 1 to the Registration Statement on Form 8-A, filed with the Commission on March 26, 2019, including any subsequent amendments or reports filed for the purpose of updating such description. • Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on May 20, 2024, which contains our financial results for the three months ended March 31, 2024 and our interim unaudited consolidated financial statements and related notes for the three-month period ended March 31, 2024 (except the statements attributed to the Company’s management, and the references to Annualized Adjusted EBITDA contained in Exhibit 99.1 thereto). • Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 11, 2024. • Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 17, 2024. • Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on August 6, 2024, which contains our Management’s Discussion and Analysis of Financial Condition and Results of Operations and our interim unaudited consolidated financial statements and related notes thereto for the six months ended June 30, 2024. We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the Commission and certain reports on Form 6-K that we furnish to the Commission after the date of this prospectus supplement (if they state that they are incorporated by reference into the registration statement of which this prospectus supplementsupplement is a part), until we file a post-effective amendment indicating that the date all offering of the securities offered hereby are sold or the offering is otherwise made by this prospectus has been terminated. In all cases, you should rely on the later information over different information included in this prospectus supplement or the accompanying base prospectusapplicable prospectus supplement. We have authorized You should rely only on the information contained or incorporated by reference in this prospectus supplement and the any accompanying base prospectus, and any free writing prospectus prepared by or on behalf of us or to which we have referred yousupplement. We have not, and the Agent has any underwriters have not, authorized any other person to provide you with different information. We and the Agent take no responsibility forIf anyone provides you with different or inconsistent information, and can provide no assurance as to the reliability of, any information that others may give youyou should not rely on it. We are not not, and the underwriters are not, making an offer to sell Class A common shares these securities in any state or other jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement as well as the information we previously filed with the Commission and incorporated by reference, is accurate as of the dates on the front cover of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates. You may request a free copy of the above-above mentioned filings or any subsequent filing we incorporated by reference into to this prospectus supplement by writing to or us at the following address: ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ We will furnish holders of our Class A common shares with annual reports containing audited financial statements and a report by our independent registered public accounting firm. The audited financial statements will be prepared in accordance with United States generally accepted accounting principles and those reports will include a “Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” section for the relevant periods. As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we intend to furnish proxy statements to any shareholder in accordance with the rules of the NYSE, those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition, as a “foreign private issuer,” our officers and directors are exempt from the rules under the Exchange Act relating to short swing profit reporting and liability.

INFORMATION INCORPORATED BY REFERENCE. The Securities and Exchange Commission allows us Cytogen to “"incorporate by reference” " the information that we file Cytogen files with it. This the Securities and Exchange Commission, which means that we Cytogen can disclose important information to you by referring you to those filed documents. The information incorporated by reference is considered to be a an important part of this prospectus supplementprospectus, and information that we file Cytogen files later with the Securities and Exchange Commission prior to the termination of this offering will also be considered to be part of this prospectus supplement and will automatically update and supersede previously filed this information, including information contained in this document. We incorporate Cytogen incorporates by reference the documents listed below and any future filings made by Cytogen with the Securities and Exchange Commission under Section Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange ActAct of 1934, as amended, until the filing of a post-effective amendment to this prospectus which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold: • o The description of our common stock contained in each of Exhibit 3.1 to our Form 10-Q Quarterly Report for the quarter ended June 30, 2000 and Exhibit 3 to our Form 10-Q Quarterly Report for the quarter ended June 30, 1996; o The description of our Series C Junior Participating Preferred Stock contained in Exhibit 1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 24, 1998; o Cytogen's Annual Report on Form 2010-F K for the year ended December 31, 2023 2000 filed with the Securities and Exchange Commission on March 2030, 20242001; o All other reports filed by Cytogen pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filed. • as amended, since December 31, 2000; o The description of our Class A Common Stock common stock contained in our Registration Statement on Form 8-A, filed with the Commission on August 12, 2008, as amended by Amendment No. 1 to the ; and o The description of our preferred stock contained in our Registration Statement on Form 8-A, filed with the Commission on March 26, 2019A. Cytogen will provide to any person, including any subsequent amendments beneficial owner of its securities, to whom this Prospectus is delivered, a copy of any or reports filed for the purpose of updating such description. • Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on May 20, 2024, which contains our financial results for the three months ended March 31, 2024 and our interim unaudited consolidated financial statements and related notes for the three-month period ended March 31, 2024 (except the statements attributed to the Company’s management, and the references to Annualized Adjusted EBITDA contained in Exhibit 99.1 thereto). • Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 11, 2024. • Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 17, 2024. • Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on August 6, 2024, which contains our Management’s Discussion and Analysis of Financial Condition and Results of Operations and our interim unaudited consolidated financial statements and related notes thereto for the six months ended June 30, 2024. We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the Commission and certain reports on Form 6-K that we furnish to the Commission after the date of this prospectus supplement (if they state that they are incorporated by reference into this prospectus supplement), until the date all of the securities offered hereby are sold or the offering is otherwise terminated. In all cases, you should rely on the later information over different information included in this prospectus supplement or the accompanying base prospectus. We have authorized only the information contained or that has been incorporated by reference in this prospectus supplement and the accompanying base prospectus, and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and the Agent has not, authorized any other person to provide you Prospectus but not delivered with different information. We and the Agent take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. We are not making an offer to sell Class A common shares in any state or other jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement as well as the information we previously filed with the Commission and incorporated by reference, is accurate as of the dates of those documents only. Our business, financial condition and results of operations and prospects may have changed since those datesProspectus. You may request a free copy of the above-mentioned filings or any subsequent filing we incorporated by reference into this prospectus supplement make such requests at no cost to you by writing to us or telephoning Cytogen at the following addressaddress or number: Cytogen Corporation 600 College Road East Princeton, New ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (609) 750-8220 You should rely only on the information incorp▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇rence or provided in this Prospectus or any Prospectus Supplement. Cytogen has not authorized anyone else to provide you with different information. Cytogen is not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this Prospectus or any Prospectus Supplement is accurate as of any date other than the date on the front of those documents.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ We will furnish holders of our Class A common shares with annual reports containing audited financial statements and a report by our independent registered public accounting firm. The audited financial statements will be prepared in accordance with United States generally accepted accounting principles and those reports will include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section for the relevant periods. As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we intend to furnish proxy statements to any shareholder in accordance with the rules of the NYSE, those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act.

INFORMATION INCORPORATED BY REFERENCE. The Commission SEC allows us to “incorporate by reference” reference into this prospectus supplement and the accompanying prospectus certain information that we file with it. This , which means that we can disclose important information to you by referring you to those filed documents. The information incorporated by reference is considered to be a part of this prospectus supplementsupplement and the accompanying prospectus, and information that we file later with the Commission prior SEC will automatically update and supersede information contained in this prospectus supplement and the accompanying prospectus. The following documents are incorporated by reference into this document (other than the portions of these documents deemed to be “furnished” or not deemed to be “filed,” including the portions of these documents that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items): □ our annual report on Form 10‑K for the fiscal year ended December 31, 2018 filed with the SEC on March 15, 2019; □ the information contained in our definitive proxy statement on Schedule 14A for our 2019 Annual Meeting of Stockholders, filed with the SEC on April 26, 2019, to the termination extent incorporated by reference in Part III of the Form 10 K for the fiscal year ended December 31, 2018; □ our quarterly report on Form 10-Q for the three months ended March 31, 2019 filed with the SEC on May 9, 2019; □ our current reports on Form 8-K filed with the SEC on January 7, 2019 (two filings); January 8, 2019; January 30, 2019; February 6, 2019; March 4, 2019; March 6, 2019; March 14, 2019; March 27, 2019; April 15, 2019; May 6, 2019 and May 9, 2019; and □ the description of our common stock contained in our registration statement on Form 8‑A12B, filed with the SEC on November 16, 2015 (File No. 001-37635), and all amendments or reports filed for the purpose of updating such description. We also incorporate by reference into this offering will also be considered prospectus all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to be part such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and until the completion or termination of the offering contemplated hereby. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will automatically update and supersede previously filed information, including information be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this documentdocument or any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes the statement. We incorporate by reference the documents listed below make available, free of charge, through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any future filings made with the Commission under amendments to those reports filed or furnished pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange ActAct as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You may also obtain, free of charge, a copy of any of these documents (other than exhibits to these documents, unless the exhibits are specifically incorporated by reference into these documents or referred to in this prospectus) by writing or calling us at the following address and telephone number: • Annual Report We may offer and sell from time to time our shares of common stock, shares of preferred stock, warrants, debt securities and rights to purchase common stock, preferred stock, debt securities or units, as well as units that include any of these securities. We may sell any combination of these securities in one or more offerings with an aggregate initial offering price of up to $150,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities pursuant to this prospectus, we will provide a prospectus supplement containing specific terms of the particular offering together with this prospectus. You should read this prospectus and the applicable prospectus supplement carefully before you invest in any securities. The prospectus supplement also may add, update or change information contained in this prospectus. This prospectus may not be used to offer and sell securities unless accompanied by the applicable prospectus supplement. Our common stock is listed on Form 20the NASDAQ Capital Market under the symbol “AXSM.” On November 30, 2016, the closing price of our common stock was $6.55. We may sell the securities directly to investors, or to or through underwriters or dealers, and also to other purchasers or through agents. The names of any underwriters or agents that are included in a sale of securities to you, and any applicable commissions or discounts, will be stated in an accompanying prospectus supplement. In addition, the underwriters, if any, may over-F for allot a portion of the year ended December 31securities. ABOUT THIS PROSPECTUS 3 AXSOME THERAPEUTICS, 2023 INC 3 FORWARD-LOOKING STATEMENTS 4 RISK FACTORS 4 RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDEND REQUIREMENTS 5 USE OF PROCEEDS 5 DESCRIPTION OF CAPITAL STOCK 5 DESCRIPTION OF WARRANTS 8 DESCRIPTION OF DEBT SECURITIES 10 DESCRIPTION OF RIGHTS 17 DESCRIPTION OF UNITS 18 PLAN OF DISTRIBUTION 19 LEGAL MATTERS 20 EXPERTS 20 WHERE YOU CAN FIND MORE INFORMATION 21 INFORMATION INCORPORATED BY REFERENCE 21 This prospectus is part of a registration statement that we filed with the Commission Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf registration process, we may offer and sell from time to time any combination of the securities described in this prospectus in one or more offerings in amounts, at prices and on March 20terms that we determine at the time of the offering, 2024, which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filedwith an aggregate initial offering price of up to $150,000,000. • The This prospectus provides you with a general description of our Class A Common Stock the securities we may offer. Each time we offer securities under this registration statement we will provide a prospectus supplement that describes the terms of the relevant offering. The prospectus supplement also may add, update or change information contained in our Registration Statement on Form 8-Athis prospectus. Before making an investment decision, filed you should read carefully both this prospectus and any prospectus supplement together with the Commission on August 12, 2008, as amended by Amendment No. 1 to the Registration Statement on Form 8-A, filed with the Commission on March 26, 2019, including any subsequent amendments or reports filed for the purpose of updating such description. • Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on May 20, 2024, which contains our financial results for the three months ended March 31, 2024 and our interim unaudited consolidated financial statements and related notes for the three-month period ended March 31, 2024 (except the statements attributed to the Company’s management, and the references to Annualized Adjusted EBITDA contained in Exhibit 99.1 thereto). • Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 11, 2024. • Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 17, 2024. • Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on August 6, 2024, which contains our Management’s Discussion and Analysis of Financial Condition and Results of Operations and our interim unaudited consolidated financial statements and related notes thereto for the six months ended June 30, 2024. We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the Commission and certain reports on Form 6-K that we furnish to the Commission after the date of this prospectus supplement (if they state that they are documents incorporated by reference into this prospectus supplement)as described below under the heading “Information Incorporated by Reference.” The registration statement that contains this prospectus, until including the date all of exhibits to the securities offered hereby are sold registration statement and the information incorporated by reference, provides additional information about us and our securities. That registration statement can be read at the SEC website (▇▇▇.▇▇▇.▇▇▇) or at the offering is otherwise terminated. In all casesSEC public reference room, you as discussed below under the heading “Where You Can Find More Information.” You should rely only on the later information over different information included provided in the registration statement, this prospectus supplement or and in any prospectus supplement, including the accompanying base prospectusinformation incorporated by reference. We have not authorized only the information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus, and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and the Agent has not, authorized any other person anyone to provide you with different information. We and You should not assume that the Agent take no responsibility forinformation in this prospectus or any supplement to this prospectus is accurate at any date other than the date indicated on the cover page of these documents or the filing date of any document incorporated by reference, and can provide no assurance as to the reliability of, any information that others may give youregardless of its time of delivery. We are not making an offer to sell Class A common shares the securities in any state or other jurisdiction where the offer or sale is not permitted. You should assume that We may sell our securities to or through underwriters, initial purchasers, dealers or agents, directly to purchasers or through a combination of any of these methods of sale, as designated from time to time. We and our agents reserve the information appearing sole right to accept or reject in whole or in part any proposed purchase of our securities. An applicable prospectus supplement, which we will provide each time we offer the securities, will set forth the names of any underwriters, initial purchasers, dealers or agents involved in the sale of our securities, and any related fee, commission or discount arrangements. See “Plan of Distribution.” The terms “Axsome,” the “Company,” “our,” “us” and “we,” as used in this prospectus supplement as well prospectus, refer to Axsome Therapeutics, Inc., unless we state otherwise or the context indicates otherwise. We are a clinical stage biopharmaceutical company developing novel therapies for the management of central nervous system, or CNS, disorders for which there are limited treatment options. By focusing on this therapeutic area, we are addressing significant and growing markets where current treatment options are limited or inadequate. Our product candidate portfolio includes two late stage candidates, AXS‑02 and AXS‑05, which we are developing for multiple indications. We have initiated a Phase 3 trial with AXS‑02 in complex regional pain syndrome, or CRPS, which we refer to as the information CREATE‑1 study, and a Phase 3 trial with AXS‑02 in knee osteoarthritis, or OA, associated with bone marrow lesions, or BMLs, pursuant to a Special Protocol Assessment, or SPA, which we previously filed refer to as the COAST‑1 study. We have also initiated a Phase 3 trial with AXS‑05 in treatment resistant depression, or TRD, which we refer to as the Commission STRIDE‑1 study, and incorporated by referenceplan to initiate a Phase 2/3 trial in agitation in patients with Alzheimer’s disease, or AD. We aim to become a fully integrated biopharmaceutical company that develops and commercializes differentiated therapies that expand the treatment options available to caregivers and improve the lives of patients living with CNS disorders. Our first product candidate, AXS‑02 (disodium zoledronate tetrahydrate), is accurate as a potentially first-in-class, oral, targeted, non-opioid therapeutic for chronic pain. AXS‑02 is a potent inhibitor of osteoclasts, which are bone remodeling cells that break down bone tissue. We are initially developing AXS‑02 for the dates treatment of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates. You may request a free copy of the above-mentioned filings or any subsequent filing we incorporated by reference into this prospectus supplement by writing to us at pain in the following addressthree conditions: ▇ ▇CRPS; knee OA associated with BMLs; and chronic low back pain, or CLBP, associated with type 1 or mixed type 1 and type 2 ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇changes, or MCs. These conditions exhibit target lesions or specific pathology that we believe may be addressed by the mechanisms of action of AXS‑02, such as inhibition of osteoclast activity. These mechanisms may result in a reduction of pain in these conditions. We have successfully completed a Phase 1 trial of AXS‑02 to characterize the pharmacokinetics of zoledronic acid and its effects on markers of bone resorption after oral administration of AXS‑02. The results of our Phase 1 trial demonstrated that oral administration of AXS‑02 tablets resulted in rapid absorption of zoledronic acid, which is the active molecule in AXS‑02 and the free acid form of disodium zoledronate tetrahydrate, and substantial suppression of bone resorption markers, which are proteins indicative of bone tissue breakdown. We intend to seek U.S. Food and Drug Administration, or FDA, approval for AXS‑02 utilizing the 505(b)(2) regulatory development pathway. AXS‑02 has been granted Orphan Drug Designation by the FDA and Orphan Medicinal Product Designation by the EMA for the treatment of CRPS. Our second product candidate, AXS‑05, is an innovative fixed-dose combination of dextromethorphan, or DM, and bupropion. We are developing AXS‑05 initially for the treatment of the following two conditions: TRD and agitation in patients with AD. DM is active at multiple CNS receptors but is rapidly and extensively metabolized in humans. As a result, it is difficult to attain potential therapeutic plasma levels of DM when it is dosed as a single agent. AXS‑05 uses bupropion as a novel drug delivery method to inhibit DM metabolism and increase its bioavailability. We have demonstrated in three Phase 1 trials that DM plasma levels are substantially increased into a potentially therapeutic range with the co administration of bupropion. Bupropion is itself active at distinct CNS receptors providing the potential for an additive or synergistic effect. We intend to seek FDA approval for AXS‑05 utilizing the 505(b)(2) regulatory development pathway. We have one active program, AXS‑06, in preclinical development. We are developing AXS‑06 for the treatment of chronic pain disorders. Our principal executive offices are located at ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and our telephone number is (212) 332‑3241. Our website address is ▇▇▇.▇▇▇▇▇▇.▇▇▇. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities. Our filings with the SEC are posted on our website at ▇▇▇.▇▇▇▇▇▇.▇▇▇. The information found on our website is not part of this or any other report we file with or furnish to the SEC. The public can also obtain copies of these filings by visiting the SEC’s Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, or by calling the SEC at 1‑800‑SEC‑0330 or by accessing the SEC’s website at ▇▇▇.▇▇▇ We will furnish holders of our Class A common shares with annual reports containing audited financial statements and a report by our independent registered public accounting firm. The audited financial statements will be prepared in accordance with United States generally accepted accounting principles and those reports will include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section for the relevant periods. As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we intend to furnish proxy statements to any shareholder in accordance with the rules of the NYSE, those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act▇.▇▇▇.

INFORMATION INCORPORATED BY REFERENCE. The Under the Securities Act of 1933, the Company has filed with the Securities and Exchange Commission allows us ("SEC") a registration statement (the "Registration Statement") relating to “incorporate the Contracts offered by reference” information that we file with itthis prospectus. This means that we can disclose important prospectus has been filed as a part of the Registration Statement and does not contain all of the information set forth in the Registration Statement and the exhibits and reference is hereby made to you by referring you such Registration Statement and exhibits for further information relating to those filed documentsthe Company and the Contracts. The Company's annual report on Form 10-K was filed with the SEC on March 30, 2015 via ▇▇▇▇▇ File No. 033-03094. The Form 10-K contains information for the period ended December 31, 2014, about the Company, including consolidated audited financial statements for the Company's latest fiscal year. The Form 10-K is incorporated by reference is considered into this ▇▇▇▇▇▇▇▇▇▇.▇▇ addition, all documents subsequently filed by the Company pursuant to be a part of this prospectus supplement, and information that we file later with the Commission prior to the termination of this offering will also be considered to be part of this prospectus supplement and will automatically update and supersede previously filed information, including information contained in this document. We incorporate by reference the documents listed below and any future filings made with the Commission under Section Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act: • Annual Report on Form 20-F for the year ended December 31, 2023 filed with the Commission on March 20, 2024, which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filed. • The description Act of our Class A Common Stock contained in our Registration Statement on Form 8-A, filed with the Commission on August 12, 20081934, as amended by Amendment No. 1 ("Exchange Act") prior to the Registration Statement on Form 8-Atermination of the offering, filed with the Commission on March 26, 2019, including any subsequent amendments or reports filed for the purpose of updating such description. • Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on May 20, 2024, which contains our financial results for the three months ended March 31, 2024 and our interim unaudited consolidated financial statements and related notes for the three-month period ended March 31, 2024 (except the statements attributed to the Company’s management, and the references to Annualized Adjusted EBITDA contained in Exhibit 99.1 thereto). • Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 11, 2024. • Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 17, 2024. • Our Report of Foreign Private Issuer on Form 6-K, filed with the Commission on August 6, 2024, which contains our Management’s Discussion and Analysis of Financial Condition and Results of Operations and our interim unaudited consolidated financial statements and related notes thereto for the six months ended June 30, 2024. We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the Commission and certain reports on Form 6-K that we furnish to the Commission after the date of this prospectus supplement (if they state that they are incorporated by reference into this prospectus supplement), until the date all of the securities offered hereby are sold or the offering is otherwise terminated. In all cases, you should rely on the later information over different information included in this prospectus supplement or the accompanying base prospectus. We have authorized only the information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus, and any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not, and the Agent has not, authorized any other person to provide you with different information. We and the Agent take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. We are not making an offer to sell Class A common shares in any state or other jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement as well as the information we previously filed with the Commission and incorporated incorporating by reference, is accurate as in any case, any documents or information deemed to have been furnished and not filed in accordance with SEC rules. There have been no material changes in the Company's affairs which have occurred since the end of the dates of those documents onlylatest fiscal year for which audited consolidated financial statements were included in the latest Form 10-K or which have not been described in a Form 10-Q or Form 8-K filed by the Company under the Exchange Act. Our businessIf requested, financial condition and results of operations and prospects may have changed since those dates. You may request the Company will furnish, without charge, a free copy of any and all of the above-mentioned filings reports or any subsequent filing we documents that have been incorporated by reference into this prospectus supplement by writing prospectus. You may direct Your requests to us at the following address: ▇ ▇Company at, ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇. The telephone number ▇-▇▇▇-▇▇▇-▇▇▇▇. You may also access the incorporated reports and other documents at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇. The Company files periodic reports as required under the Exchange Act (including Form 10-K, 10-Q and 8-K). You may also read and copy any materials that the Company files with the SEC at the SEC's Public Reference Room at ▇▇▇ ▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The public may obtain information on the operation of the Public Reference Room by calling the SEC at ▇-▇▇▇-▇▇▇-▇▇▇▇. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at ▇▇▇▇://▇▇▇.▇▇▇ We will furnish holders of our Class A common shares with annual reports containing audited financial statements and a report by our independent registered public accounting firm. The audited financial statements will be prepared in accordance with United States generally accepted accounting principles and those reports will include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section for the relevant periods. As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we intend to furnish proxy statements to any shareholder in accordance with the rules of the NYSE, those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act▇.▇▇▇.