Mga Batayang Estadistika
| LEI | 5493000JX4BJS9W6CN35 |
| CIK | 1597553 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sage Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36544 Sage Therapeutics, Inc. (Exact name of registrant as specified in |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| August 1, 2025 |
As filed with the Securities and Exchange Commission on August 1, 2025 As filed with the Securities and Exchange Commission on August 1, 2025 Registration No. |
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| July 31, 2025 |
AMENDMENT TO THE SEVERANCE AND CHANGE IN CONTROL AGREEMENT EX-10.1 Exhibit 10.1 AMENDMENT TO THE SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amendment to the Severance and Change in Control Agreement (this “Amendment”) is made as of August 14, 2025 (the “Amendment Effective Date”) by and between Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and Barry E. Greene (the “Executive”). WHEREAS, the Company and the Executive previously enter |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) SAGE THERAPEUTICS, INC. (Name of Subject Company (Issuer)) SAPHIRE, INC. (Offeror) A Wholly Owned Subsidiary of SUPERNUS PHARMACEUTICALS, INC. (Parent of Offeror) (Names of Filing Persons) Common Stock |
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| July 31, 2025 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Sage Therapeutics, Inc. (Name of Subject Company) (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 78667J108 (CU |
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| July 31, 2025 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SAGE THERAPEUTICS, INC. EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAGE THERAPEUTICS, INC. FIRST: The name of the corporation is Sage Therapeutics, Inc. (the “Corporation”). SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street, Corporation Trust Center, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The |
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| July 31, 2025 |
AMENDMENT TO THE SEVERANCE AND CHANGE IN CONTROL AGREEMENT EX-10.2 Exhibit 10.2 AMENDMENT TO THE SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Amendment to the Severance and Change in Control Agreement (this “Amendment”) is made as of [DATE] (the “Amendment Effective Date”) by and between Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and [NAME] (the “Executive”). WHEREAS, the Company and the Executive previously entered into a certain |
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| July 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36544 27-4486580 (State of incorporation) (Commission File No.) (IRS Employer |
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| July 30, 2025 |
EX-99.1 Exhibit 99.1 Sage Therapeutics Announces Second Quarter 2025 Financial Results Achieved $23.2 million in ZURZUVAE® (zuranolone) collaboration revenue in the second quarter of 2025 (50% of the net revenues recorded by Biogen), representing a 68% increase from the first quarter Previously announced acquisition by Supernus Pharmaceuticals expected to close in third quarter of 2025 Cash, cash |
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| July 30, 2025 |
2014 Employee Stock Purchase Plan, as amended EXHIBIT 10.2 SAGE THERAPEUTICS, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED The purpose of the Sage Therapeutics, Inc. 2014 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of Sage Therapeutics, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per sh |
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| July 30, 2025 |
Form of Cash Award Agreement under the 2024 Equity Incentive Plan Sage Therapeutics, Inc. CASH AWARD AGREEMENT1 Granted under 2024 Equity Incentive Plan Sage Therapeutics, Inc. (the “Company”) hereby grants the following cash award to the recipient named below pursuant to its 2024 Equity Incentive Plan (as amended through the date hereof, the “Plan”). The terms and conditions attached hereto are also a part hereof and incorporated herein by reference. Notice of |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 30, 2025 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission F |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36544 Sage The |
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| July 28, 2025 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Sage Therapeutics, Inc. (Name of Subject Company) (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 78667J108 (CU |
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| July 28, 2025 |
Press Release issued by Supernus Pharmaceuticals, Inc. on July 28, 2025. Exhibit 99.(a)(5)(C) Supernus Pharmaceuticals Announces Expiration of Hart-Scott-Rodino Waiting Period for Sage Therapeutics, Inc. Tender Offer ROCKVILLE, Md., July 28, 2025 - Supernus Pharmaceuticals, Inc., a Delaware corporation (NASDAQ: SUPN) ("Supernus", and the "Company"), today announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amend |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(l) or 13(e)(l) of the Securities Exchange Act of 1934 (Amendment No. 1) SAGE THERAPEUTICS, INC. (Name of Subject Company (Issuer)) SAPHIRE INC. (Offeror) A Wholly Owned Subsidiary of SUPERNUS PHARMACEUTICALS, INC. (Parent of Offeror) (Names of Filing Persons) Common Stock |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Sage Therapeutics, Inc. (Name of Subject Company) (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 78667J108 (CUSIP Number |
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| July 2, 2025 |
Calculation of Filing Fee Tables Table 1: Transaction Valuation Transaction Valuation Fee Rate Amount of Filing Fee Fees to be Paid 1 $ 607,928,005. |
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| July 2, 2025 |
Offer to Purchase, dated July 2, 2025.* TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of SAGE THERAPEUTICS, INC. |
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| July 2, 2025 |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of SAGE THERAPEUTICS, INC. |
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| July 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SAGE THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Saphire, Inc. (Offeror) A Wholly Owned Subsidiary of SUPERNUS PHARMACEUTICALS, INC. (Parent of Offeror) Common Stock par value $0.0001 per share (Title of Class |
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| July 2, 2025 |
Form of Contingent Value Rights Agreement.* Exhibit 99.(d)(2) CONFIDENTIAL ANNEX III FORM OF CVR AGREEMENT THIS CVR AGREEMENT (“Agreement”) is made and entered into as of [●], 2025, by and between: Supernus Pharmaceuticals, Inc., a Delaware corporation (“Parent”) and [Rights Agent], a [●], as Rights Agent (as defined herein). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement |
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| July 2, 2025 |
Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of SAGE THERAPEUTICS, INC. |
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| July 2, 2025 |
Summary Advertisement, published in the Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). |
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| July 2, 2025 |
Exhibit 99.(d)(4) CONFIDENTIAL February 5, 2025 Supernus Pharmaceuticals, Inc. 9715 Key West Avenue Rockville, MD 20850 Re: Confidentiality Agreement Supernus Pharmaceuticals, Inc. (referred to herein as “you or your”) has requested certain Evaluation Material (as defined below) from Sage Therapeutics, Inc. (together with its subsidiaries, the “Company”) in connection with the evaluation, negotiat |
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| July 2, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Sage Therapeutics, Inc. (Name of Subject Company) (Name of Person Filing Statement) Common Stock, $0.0001 par value per share (Title of Class of Securities) 78667J108 (CUSIP Number of Class of Se |
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| July 2, 2025 |
Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of SAGE THERAPEUTICS, INC. |
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| July 2, 2025 |
Exhibit 99.(d)(3) 4985741v1 MUTUAL NON-DISCLOSURE AGREEMENT This MUTUAL NON-DISCLOSURE AGREEMENT is made and entered into as of January 24, 2025 (the “Effective Date”), between Sage Therapeutics, Inc. (“SAGE”), with offices at 55 Cambridge Parkway, Cambridge, MA, and Supernus Pharmaceuticals, Inc. (“Supernus”), with offices at 9715 Key West Avenue, Rockville, MD 20850. SAGE and Supernus may be ref |
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| June 16, 2025 |
EX-99.2 Exhibit 99.2 Page 1 of 12 Master Q&A General / Supernus 1. What was announced? • We announced that Sage has entered into an agreement to be acquired by Supernus Pharmaceuticals. • This transaction concludes the Board’s thoughtful and comprehensive strategic review process announced in January and marks the beginning of an exciting next chapter for Sage. • As part of Supernus, we believe we |
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| June 16, 2025 |
EX-99.1 Exhibit 99.1 Supernus Pharmaceuticals to Acquire Sage Therapeutics, Strengthening its Neuropsychiatry Product Portfolio • Proposed acquisition expected to accelerate mid- to long-term revenue and cash flow growth and further diversify revenue base. • Strengthens Supernus’ leading presence in neuropsychiatric conditions with an innovative commercial product, ZURZUVAE® (zuranolone), and a no |
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| June 16, 2025 |
Exhibit 99.1 Supernus Pharmaceuticals to Acquire Sage Therapeutics, Strengthening its Neuropsychiatry Product Portfolio § Proposed acquisition expected to accelerate mid- to long-term revenue and cash flow growth and further diversify revenue base. § Strengthens Supernus’ leading presence in neuropsychiatric conditions with an innovative commercial product, ZURZUVAE® (zuranolone), and a novel CNS |
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| June 16, 2025 |
Social media post, dated June 16, 2025 Exhibit 99.3 Social media post Corporate LinkedIn Today, we announced an agreement to be acquired by Supernus Pharmaceuticals. As part of Supernus, we look forward to building on our commitment to brain health and continuing our work in postpartum depression. You can read more important information about this exciting transaction here https://bit.ly/4jXYPx3. Various employees of the Company subseq |
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| June 16, 2025 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: Sage Therapeutics, Inc., a Delaware corporation; Supernus Pharmaceuticals, Inc., a Delaware corporation; and Saphire, Inc., a Delaware corporation Dated as of June 13, 2025 Table of Contents Section 1 THE OFFER 1.1 The Offer 2 1.2 Company Actions 5 Section 2 MERGER TRANSACTION 2.1 Merger of Purchaser into the Company 6 2.2 Ef |
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| June 16, 2025 |
Note to Sage Employees sent on June 16, 2025. Exhibit 99.(a)(5)(d) June 16, 2025 Dear Colleagues, Today’s announcement marks a historic milestone in the treatment of postpartum depression (PPD). Supernus and Sage agreed to unite to continue the fight against a condition that ails millions of women worldwide. You have our commitment that we will continue the incredible work that you started by creating Zurzuvae® and making it available to wome |
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| June 16, 2025 |
Transcript of Supernus Inc. Investor Presentation on June 16, 2025. Exhibit 99.(a)(5)(c) Transcript of Supernus Inc. Investor Presentation on June 16, 2025. Operator: Good morning, everyone and welcome to Supernus Business Update Conference Call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Instructions will follow at that time. As a reminder, this conference call is being recorded. I would now lik |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SAGE THERAPEUTICS, INC. (Name of Subject Company (Issuer)) Saphire, Inc. (Offeror) a wholly-owned subsidiary of SUPERNUS PHARMACEUTICALS, INC. (Parent of Offeror) (Names of Filing Persons) Common Stock par value $0.0001 |
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| June 16, 2025 |
Master Employee Q&A, dated June 16, 2025 Exhibit 99.5 Page 1 of 7 Master Employee Q&A • What was announced? • We announced that Sage has entered into an agreement to be acquired by Supernus Pharmaceuticals. • This transaction concludes the Board’s thoughtful and comprehensive strategic review process announced in January and marks the beginning of an exciting next chapter for Sage. • As part of Supernus, we believe we will be well positi |
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| June 16, 2025 |
Letter to Company employees, dated June 16, 2025 Exhibit 99.4 Letter to Company employees Subject: A new chapter for Sage Sageans, Nearly fourteen years ago, Sage set out with a bold undertaking to make a difference in brain health. We ambitiously set forth a mission to deliver life-changing brain health medications so every person can thrive. Since our inception, we have operated with determination and perseverance and made significant contribu |
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| June 16, 2025 |
Form of letter to suppliers and vendors Exhibit 99.6 Form of letter to suppliers and vendors Subject: Today’s Announcement Dear [NAME / Valued Supplier / Vendor], Earlier today, Sage announced we entered an agreement to be acquired by Supernus Pharmaceuticals, a biopharmaceutical company focused on developing and commercializing products for the treatment of central nervous system diseases. You can read more about our announcement here. |
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| June 16, 2025 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: Sage Therapeutics, Inc., a Delaware corporation; Supernus Pharmaceuticals, Inc., a Delaware corporation; and Saphire, Inc., a Delaware corporation Dated as of June 13, 2025 Table of Contents Section 1 THE OFFER 1.1 The Offer 2 1.2 Company Actions 5 Section 2 MERGER TRANSACTION 2.1 Merger of Purchaser into the Company 6 2.2 Effect of |
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| June 16, 2025 |
Exhibit 99.2 — Investor Presentation dated June 16, 2025. Exhibit 99.2 © 2025 Supernus Pharmaceuticals, Inc. All Rights Reserved. Acquisition of Sage Therapeutics, Inc. June 16, 2025 ©2025 Supernus Pharmaceuticals, Inc. All Rights Reserved. 2 This presentation and other matters discussed today or answers that may be given to questions asked include forward - looking statements within the meaning of the federal securities laws. These statements, among oth |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2025 Supernus Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35518 20-2590184 (State or other jurisdiction of incorporation or orga |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2025 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission F |
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| June 16, 2025 |
Email from Parent to Company employees, dated June 16, 2025 Exhibit 99.7 Email from Parent to Company employees To: SageEmployees From: Barry Greene Subject: Letter from Jack Khattar Sageans, Please see the attached letter from Jack Khattar, CEO of Supernus. bg June 16, 2025 Dear Colleagues, Today’s announcement marks a historic milestone in the treatment of postpartum depression (PPD). Supernus and Sage agreed to unite to continue the fight against a cond |
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| June 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Sage Therapeutics, Inc. (Name of Subject Company) Sage Therapeutics, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78667J108 (CUSIP |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 11, 2025 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission F |
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| April 29, 2025 |
Non-Employee Director Compensation Program, as Amended Effective January 1, 2025 EXHIBIT 10.1 Sage Therapeutics, Inc. Non-Employee Director Compensation Program The purpose of this Non-Employee Director Compensation Program (this “Program”) of Sage Therapeutics, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36544 Sage Th |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 29, 2025 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission |
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| April 29, 2025 |
Exhibit 99.1 Sage Therapeutics Announces First Quarter 2025 Financial Results and Highlights Pipeline and Business Updates Achieved $13.8 million in ZURZUVAE® (zuranolone) collaboration revenue in the first quarter of 2025 (50% of the net revenues recorded by Biogen), representing a 21% increase from the fourth quarter Sustained growth in shipments to women with postpartum depression; Greater than |
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| April 24, 2025 |
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )[ Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| April 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| March 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 3, 2025 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission F |
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| February 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36544 Sage Therapeut |
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| February 11, 2025 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation 1 Sage Securities Corporation Massachusetts 2 Sage (Bermuda) Ltd. Bermuda 3 Sage Therapeutics Limited England and Wales 4 Sage Therapeutics GmbH Switzerland 5 Sage Therapeutics GmbH Germany 6 Sage Therapeutics, Inc. Canada |
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| February 11, 2025 |
Separation Agreement between the Registrant and Anne Marie Cook, dated October 31, 2024 Exhibit 10.32 October 17, 2024 By Email Anne Marie Cook Dear Ms. Cook: Given recent developments, we have made the difficult decision to restructure the business and reduce the size of our workforce. Unfortunately, your position will be directly affected. We appreciate your service and contributions and want to thank you for your dedication to always doing what’s best for patients. We would like t |
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| February 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 11, 2025 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissi |
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| February 11, 2025 |
Amended and Restated Sage Therapeutics, Inc. Insider Trading Policy, dated June 15, 2023 Exhibit 19.1 AMENDED AND RESTATED SAGE THERAPEUTICS, INC. Insider Trading Policy 1. Background and purpose 1.1 Why Have We Adopted This Policy? The federal securities laws prohibit any employee or member of the Board of Directors (a “Director”) of Sage Therapeutics, Inc. (together with its subsidiaries, “Sage”) from purchasing or selling Sage securities on the basis of material nonpublic informati |
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| February 11, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Post-Effective Amendment No. 1 to Form S-3 (Form Type) Sage Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter ) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price |
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| February 11, 2025 |
Compensation Recovery Policy of the Registrant Exhibit 97 SAGE THERAPEUTICS, INC. Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by Sage Therapeutics, Inc. (the “Company”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy shall have the meanings assigned to them in Section 3. 1. Application of this Policy. Subject to the terms of this Policy and the require |
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| February 11, 2025 |
Exhibit 99.1 Sage Therapeutics Announces Fourth Quarter and Full Year 2024 Financial Results and Highlights Pipeline and Business Updates Strong first full year of launch with sustained growth in shipments to women with postpartum depression; Nearly 2,500 shipments in fourth quarter of 2024 (21% increase from third quarter) $11.4 million in ZURZUVAE® (zuranolone) collaboration revenue in the fourt |
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| February 11, 2025 |
Exhibit 10.35 October 15th, 2024 Christopher Benecchi Sage Therapeutics Dear Chris: Thank you for your contributions toward achieving our mission to pioneer solutions to deliver life-changing brain health medicines so every person can thrive. Your continued contributions are critical to our ability to discover, develop, and deliver important new medicines to the market. Your belief in our mission, |
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| February 11, 2025 |
Consulting Agreement between the Registrant and Kimi Iguchi dated October 31, 2024 Exhibit 10.31 CONSULTING AGREEMENT Kimi Iguchi Dear Ms. Iguchi: Sage Therapeutics, Inc. (“Sage”) would like to engage you to provide consulting services commencing on October 31, 2024 (the “Effective Date”), under the following terms and conditions (the “Agreement”): 1. Description of Services. You will act as an independent consultant to Sage and use your best efforts to provide services, advice, |
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| February 11, 2025 |
As filed with the Securities and Exchange Commission on February 11, 2025 Table of Contents As filed with the Securities and Exchange Commission on February 11, 2025 Registration No. |
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| February 11, 2025 |
Exhibit 10.33 55 Cambridge Parkway Cambridge, MA 02142 www.sagerx.com October 25, 2024 Gregory Shiferman Dear Greg: At Sage, our mission is to pioneer solutions to deliver life-changing brain health medicines, so every person can thrive. Our success results from creating revolutionary therapeutics in concert with our enterprise-wide approach to excel in all areas of our business. On behalf of Sage |
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| February 11, 2025 |
Separation Agreement between the Registrant and Kimi Iguchi, dated October 31, 2024 Exhibit 10.30 October 17, 2024 By Email Kimi Iguchi Dear Ms. Iguchi: Given recent developments, we have made the difficult decision to restructure the business and reduce the size of our workforce. Unfortunately, your position will be directly affected. We appreciate your service and contributions and want to thank you for your dedication to always doing what’s best for patients. We would like to |
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| February 11, 2025 |
Exhibit 10.34 SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (this “Agreement”) is made as of October 15th, 2024, by and between Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and Gregory Shiferman (the “Executive”) and shall become effective on November 1st, 2024, which is the date of appointment to the Leadership Team of the Company. 1. |
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| February 11, 2025 |
Powers of Attorney (included in the signature pages to the Registration Statement) As filed with the Securities and Exchange Commission on February 11, 2025 Registration No. |
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| January 27, 2025 |
Exhibit 99.1 Sage Therapeutics Board of Directors Initiates Review of Strategic Alternatives and Rejects Biogen’s Unsolicited Acquisition Proposal Company Board Concludes the Proposal Significantly Undervalues Sage and Believes it is Not in the Best Interest of Shareholders The Company Remains Focused on the Goal of Establishing ZURZUVAE as the Standard of Care for Women with Postpartum Depression |
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| January 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 27, 2025 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissio |
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| January 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 10, 2025 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissio |
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| January 13, 2025 |
Exhibit 99.3 Sage Therapeutics Confirms Receipt of Unsolicited Nonbinding Acquisition Proposal from Biogen No Shareholder Action Required at This Time CAMBRIDGE, Mass., January 10, 2025 – Sage Therapeutics, Inc. (Nasdaq: SAGE) (“The Company”), today confirmed that Biogen Inc. (Nasdaq: BIIB) (“Biogen”) has submitted to the Company an unsolicited, nonbinding proposal to acquire all of the outstandin |
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| January 13, 2025 |
Exhibit 99.2 Sage Therapeutics to Present 2025 Strategic Focus at 43rd Annual J.P. Morgan Healthcare Conference Increased investment in ZURZUVAE to help accelerate market growth in postpartum depression with the goal of topline revenue growth in 2025 R&D and G&A expenses expected to decrease substantially in 2025 Company anticipates extended cash runway to mid-2027 CAMBRIDGE, Mass. – January 12, 2 |
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| January 13, 2025 |
J.P. Morgan Healthcare Conference January 2025 Exhibit 99.1 Safe Harbor Statement The slides presented today and the accompanying oral presentations contain forward-looking statements, which may be identified by the use of words such as “may,” “might,” “will,” “should,” “can,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “intend,” “future,” “opportunity”, “goal”, “mission”, "v |
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| November 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 22, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissi |
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| November 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 20, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissi |
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| November 20, 2024 |
Exhibit 99.1 Sage Therapeutics Announces Topline Results from the Phase 2 DIMENSION Study of Dalzanemdor (SAGE-718) in the Treatment of Cognitive Impairment Associated with Huntington’s Disease - The Phase 2 DIMENSION Study did not meet its primary endpoint - Dalzanemdor was generally well-tolerated; no new safety signals were observed - Based on these data, the Company does not plan further devel |
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| November 14, 2024 |
SAGE / Sage Therapeutics, Inc. / BB BIOTECH AG - SC 13G/A Passive Investment SC 13G/A 1 d826473dsc13ga.htm SC 13G/A United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sage Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78667J108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing This Statement) Check the appropriate box to desi |
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| November 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 31, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissio |
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| October 29, 2024 |
Exhibit 99.1 Sage Therapeutics Announces Third Quarter 2024 Financial Results and Highlights Pipeline and Business Updates Achieved $11 million in ZURZUVAE® (zuranolone) collaboration revenue during the third quarter of 2024 (50% of the net revenue recorded by Biogen), representing 49% growth from the second quarter Sage and Biogen will not pursue further development of zuranolone in major depress |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 29, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissio |
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| October 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36544 Sag |
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| October 18, 2024 |
SAGE / Sage Therapeutics, Inc. / STATE STREET CORP Passive Investment SC 13G/A 1 SageTherapeuticsInc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SAGE THERAPEUTICS INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 78667J108 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pur |
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| October 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 14, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissio |
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| October 8, 2024 |
Sage Therapeutics Announces Topline Results from the Phase 2 LIGHTWAVE Study of Dalzanemdor Exhibit 99.1 Sage Therapeutics Announces Topline Results from the Phase 2 LIGHTWAVE Study of Dalzanemdor (SAGE-718) in the Treatment of Mild Cognitive Impairment and Mild Dementia in Alzheimer’s Disease • In the Phase 2 LIGHTWAVE Study, dalzanemdor (SAGE-718) did not demonstrate a statistically significant difference from baseline in participants treated with dalzanemdor versus placebo on the prim |
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| October 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 8, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission |
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| September 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 20, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commiss |
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| September 17, 2024 |
EX-4.6 Exhibit 4.6 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER N |
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| September 17, 2024 |
As filed with the Securities and Exchange Commission on September 16, 2024 S-3ASR Table of Contents As filed with the Securities and Exchange Commission on September 16, 2024 Registration No. |
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| September 17, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Sage Therapeutics, Inc. |
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| September 17, 2024 |
EX-4.5 Exhibit 4.5 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE |
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| September 17, 2024 |
Exhibit 1.2 SAGE THERAPEUTICS, INC. $250,000,000 SHARES OF COMMON STOCK, PAR VALUE $0.0001 PER SHARE SALES AGREEMENT September 16, 2024 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, NY 10017 Ladies and Gentlemen: Sage Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with TD Securities (USA) LLC (“TD Cowen”), as follows: 1. Issuance and Sale of Shares. The Compa |
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| September 17, 2024 |
EX-4.3 Exhibit 4.3 SAGE THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.0 |
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| September 17, 2024 |
EX-4.4 Exhibit 4.4 SAGE THERAPEUTICS, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.0 |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 31, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission F |
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| July 31, 2024 |
Form of Restricted Stock Unit Agreement under the 2024 Equity Incentive Plan EXHIBIT 10.3 Sage Therapeutics, Inc. RESTRICTED STOCK UNIT AGREEMENT Granted under 2024 Equity Incentive Plan Sage Therapeutics, Inc. (the “Company”) hereby grants the following restricted stock units to the recipient named below pursuant to its 2024 Equity Incentive Plan (as amended through the date hereof, the “Plan”). The terms and conditions attached hereto are also a part hereof and incorpora |
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| July 31, 2024 |
Form of Option Agreement under the 2024 Equity Incentive Plan EXHIBIT 10.2 Sage Therapeutics, Inc. STOCK OPTION AGREEMENT Granted under 2024 Equity Incentive Plan Sage Therapeutics, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2024 Equity Incentive Plan (as amended through the date hereof, the “Plan”). The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the “Participant”): Grant |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36544 Sage The |
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| July 31, 2024 |
EX-99.1 Exhibit 99. 1 Sage Therapeutics Announces Second Quarter 2024 Financial Results and Highlights Pipeline and Business Progress Achieved $7.4 million in ZURZUVAE™ (zuranolone) collaboration revenue during the second quarter of 2024 (50% of the net revenues recorded by Biogen), representing 19% growth from the first quarter More than 1,400 prescriptions shipped and delivered during the second |
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| July 31, 2024 |
Amendment to Amended and Restated 2016 Inducement Equity Plan EXHIBIT 10.6 SAGE THERAPEUTICS, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED 2016 INDUCEMENT EQUITY PLAN WHEREAS, Sage Therapeutics, Inc. (the “Company”) maintains the Amended and Restated 2016 Inducement Equity Plan (the “Plan”); and WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company and its stockholders to amend the Plan, pursuant to Sect |
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| July 31, 2024 |
Non-Employee Director Compensation Program, adopted June 10, 2024 EXHIBIT 10.5 Sage Therapeutics, Inc. Non-Employee Director Compensation Program The purpose of this Non-Employee Director Compensation Program (this “Program”) of Sage Therapeutics, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of |
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| July 31, 2024 |
Form of Non-Employee Director Option Agreement under the 2024 Equity Incentive Plan EXHIBIT 10.4 FORM FOR DIRECTORS Sage Therapeutics, Inc. STOCK OPTION AGREEMENT Granted under 2024 Equity Incentive Plan Sage Therapeutics, Inc. (the “Company”) hereby grants the following stock option pursuant to its 2024 Equity Incentive Plan (as amended through the date hereof, the “Plan”). The terms and conditions attached hereto are also a part hereof. Notice of Grant Name of optionee (the “Pa |
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| July 31, 2024 |
EXHIBIT 10.1 SAGE THERAPEUTICS, INC. 2024 Equity INCENTIVE PLAN 1. Purpose The purpose of this 2024 Equity Incentive Plan (the “Plan”) of Sage Therapeutics, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company |
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| July 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 24, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission F |
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| July 24, 2024 |
Exhibit 99.1 Sage Therapeutics and Biogen Announce Topline Results from Phase 2 KINETIC 2 Study of SAGE-324 (BIIB124) for the Treatment of Essential Tremor • SAGE-324 (BIIB124) did not demonstrate a statistically significant dose-response relationship on the primary endpoint in participants with essential tremor • No statistically significant differences were demonstrated between any dose of SAGE- |
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| June 25, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sage Therapeutics, Inc. |
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| June 25, 2024 |
As filed with the Securities and Exchange Commission on June 25, 2024 As filed with the Securities and Exchange Commission on June 25, 2024 Registration No. |
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| June 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 11, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission F |
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| June 11, 2024 |
Exhibit 99.1 Sage Therapeutics Announces Phase 2 SURVEYOR Study Reinforces Cognitive Impact of Huntington’s Disease The SURVEYOR Study met its primary endpoint demonstrating a statistically significant difference as measured by the HD-Cognitive Assessment Battery (HD-CAB) composite score at baseline between healthy participants and participants with Huntington’s Disease (HD) prior to any treatment |
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| June 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 10, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission F |
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| June 10, 2024 |
SAGE / Sage Therapeutics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 8)* Name of issuer: Sage Therapeutics Inc Title of Class of Securities: Common Stock CUSIP Number: 78667J108 Date of Event Which Requires Filing of this Statement: May 31, 2024 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Ru |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6 )* Sage Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78667J108 (CUSIP Number) May 31, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 25, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36544 Sage Th |
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| April 25, 2024 |
Exhibit 10.3 SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (this “Agreement”) is made as of September 15, 2015 by and between Sage Therapeutics, Inc., a Delaware corporation (the ‘Company”), and Anne Marie Cook (the “Executive”) and shall become effective on the date of hire with the Company. 1. Purpose. The Company considers it essential to the best inte |
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| April 25, 2024 |
Office Lease Agreement between the Registrant and 55 Cambridge Parkway, LLC, dated January 22, 2024 EXHIBIT 10.1 OFFICE LEASE AGREEMENT BETWEEN 55 CAMBRIDGE PARKWAY, LLC, a Delaware limited liability company, AS LANDLORD AND SAGE THERAPEUTICS, INC., a Delaware corporation, AS TENANT AT 55 CAMBRIDGE PARKWAY, CAMBRIDGE, MA TABLE OF CONTENTS 1. Definitions and Basic Provisions 1 2. Lease Grant 1 3. Tender of Possession 1 (a) Tender of Possession 1 (b) Beneficial Occupancy 3 (c) Extension Option 3 4 |
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| April 25, 2024 |
Offer letter by and between the Registrant and Anne Marie Cook, dated August 6, 2015 EXHIBIT 10.2 August 6, 2015 Confidential Anne Marie Cook Dear Anne Marie: At Sage, our mission is to make life better for patients with central nervous systems diseases by discovering, developing, and delivering important new medicines to the market. Our success results from our people creating products with benefits for patients coupled with our drive to excel in all areas of our business. On beh |
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| April 25, 2024 |
Exhibit 99.1 Sage Therapeutics Announces First Quarter 2024 Financial Results and Highlights Pipeline and Business Progress Achieved $6.2 million in ZURZUVAE™ (zuranolone) collaboration revenue during the first quarter of 2024, representing 50% of the net revenues reported by Biogen Encouraging initial demand for ZURZUVAE; More than 700 prescriptions shipped and delivered in the first quarter of 2 |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confid |
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| April 24, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Prox |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 16, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission |
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| April 19, 2024 |
Amendment to Amended and Restated 2016 Inducement Equity Plan Exhibit 10.1 SAGE THERAPEUTICS, INC. AMENDMENT NO. 1 TO AMENDED AND RESTATED 2016 INDUCEMENT EQUITY PLAN WHEREAS, Sage Therapeutics, Inc. (the “Company”) maintains the Amended and Restated 2016 Inducement Equity Plan (the “Plan”); and WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company and its stockholders to amend the Plan, pursuant to Sect |
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| April 17, 2024 |
Exhibit 99.1 Sage Therapeutics Announces Topline Results from Phase 2 PRECEDENT Study of Dalzanemdor (SAGE-718) in the Treatment of Mild Cognitive Impairment in Parkinson’s Disease • In the Phase 2 PRECEDENT Study, dalzanemdor did not show statistically significant differences versus placebo on the primary endpoint in patients with mild cognitive impairment in Parkinson’s disease • Dalzanemdor (SA |
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| April 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 17, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 4) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SAGE THERAPEUTICS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 78667J10 |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 20, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission |
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| February 21, 2024 |
SC TO-I/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 3) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SAGE THERAPEUTICS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 2) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SAGE THERAPEUTICS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 78667J10 |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36544 Sage Therapeut |
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| February 14, 2024 |
As filed with the Securities and Exchange Commission on February 14, 2024 As filed with the Securities and Exchange Commission on February 14, 2024 Registration No. |
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| February 14, 2024 |
Compensation Recovery Policy of the Registrant Exhibit 97 SAGE THERAPEUTICS, INC. Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by Sage Therapeutics, Inc. (the “Company”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy shall have the meanings assigned to them in Section 3. 1. Application of this Policy. Subject to the terms of this Policy and the require |
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| February 14, 2024 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation 1 Sage Securities Corporation Massachusetts 2 Sage (Bermuda) Ltd. Bermuda 3 Sage Therapeutics Limited England and Wales 4 Sage Therapeutics GmbH Switzerland 5 Sage Therapeutics GmbH Germany 6 Sage Therapeutics, Inc. Canada |
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| February 14, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sage Therapeutics, Inc. |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 14, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissi |
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| February 14, 2024 |
SAGE / Sage Therapeutics, Inc. / RTW INVESTMENTS, LP - SAGE THERAPEUTICS, INC. Passive Investment SC 13G 1 p24-0714sc13g.htm SAGE THERAPEUTICS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sage Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 78667J108 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check |
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| February 14, 2024 |
Exhibit 99.1 Sage Therapeutics Announces Fourth Quarter and Full Year 2023 Financial Results and Highlights Pipeline and Business Progress ZURZUVAE™ (zuranolone), the first-and-only oral treatment indicated for adults with postpartum depression (PPD), became commercially available mid-December; Sage achieved $0.8 million in collaboration revenue as of December 31, 2023, 50% of the net revenues Bio |
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| February 13, 2024 |
SAGE / Sage Therapeutics, Inc. / BB BIOTECH AG - SC 13G/A Passive Investment SC 13G/A 1 d728625dsc13ga.htm SC 13G/A United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Amendment No. 1)* SCHEDULE 13G Under the Securities Exchange Act of 1934 Sage Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78667J108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing This Statement) Check the appropriate box to desig |
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| February 13, 2024 |
SAGE / Sage Therapeutics, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01867-sagetherapeuticsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Sage Therapeutics Inc Title of Class of Securities: Common Stock CUSIP Number: 78667J108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to de |
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| February 8, 2024 |
SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5 )* Sage Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78667J108 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo |
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| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Amendment No. 1) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SAGE THERAPEUTICS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 78667J10 |
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| January 31, 2024 |
Form of Email from Peter Castrichini to Employees, sent on January 31, 2024 Exhibit (a)(1)(K) To: Eligible Holders From: Peter Castrichini RE: Stockholders Approve the Stock Option Exchange Program All, Our stockholders approved the option exchange program! As you know, we launched the program on January 23, 2024, with the completion contingent on stockholder approval at today’s special meeting. |
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| January 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 31, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissio |
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| January 31, 2024 |
January 31, 2024 Rosemary G. Reilly +1 617 526 6633 (t) +1 617 526 5000 (f) [email protected] VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Christina Chalk Laura McKenzie Re: Sage Therapeutics, Inc. Schedule TO-I filed January 23, 2024 File No. 005-88275 Dear Ms. Chalk and Ms. McKenzie, On |
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| January 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 22, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissio |
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| January 23, 2024 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) SAGE THERAPEUTICS, INC. TERMS OF ELECTION BY PARTICIPATING, YOU AGREE TO ALL TERMS OF THE OPTION EXCHANGE AS SET FORTH IN THE OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR REPLACEMENT OPTIONS, DATED JANUARY 23, 2024 (AS IT MAY BE AMENDED AND SUPPLEMENTED FROM TIME TO TIME, THE “OFFER TO EXCHANGE”). ALL CAPITALIZED TERMS USED AND NOT DEFINED HEREIN SHALL HAVE THE MEANINGS |
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| January 23, 2024 |
SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SAGE THERAPEUTICS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) 78667J108 (CUSIP N |
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| January 23, 2024 |
EX-99.(a)(1)(G) Exhibit (a)(1)(G) REMINDER EMAIL According to our records, you have not yet submitted an election in connection with Sage’s Option Exchange program. This email is to remind you that February 20, 2024 at 11:59 PM Eastern Time is the final deadline to participate in the Option Exchange. The Option Exchange deadline will be strictly enforced, so we encourage you to give yourself adequ |
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| January 23, 2024 |
Communication to Employees from Chief People and Experience Officer, sent December 8, 2023 EX-99.(a)(1)(B) Exhibit (a)(1)(B) To: Sage Employees From: Erin Lanciani RE: Proposal for a one-time Sage stock option exchange Hi everyone, In an effort to look at new ways to engage our people and ensure we have a competitive compensation program, I am pleased to share that our Board of Directors has approved a voluntary one-time Sage stock option exchange program, subject to stockholder approva |
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| January 23, 2024 |
Offer to Exchange Eligible Options for Replacement Options, dated January 23, 2024 EX-99.(a)(1)(A) Exhibit (a)(1)(A) OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR REPLACEMENT OPTIONS SAGE THERAPEUTICS, INC. THIS OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., EASTERN TIME, ON FEBRUARY 20, 2024 UNLESS THIS OFFER IS EXTENDED Unless the context requires otherwise, references in this Offer to Exchange to “Sage,” the “Company,” “we,” “us,” and “our” refer to Sage Therapeutics, Inc. Sage i |
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| January 23, 2024 |
Option Exchange Frequently Asked Questions EX-99.(a)(1)(I) Exhibit (a)(1)(I) OPTION EXCHANGE FREQUENTLY ASKED QUESTIONS The following are answers to some of the questions that you may have about the Option Exchange. We urge you to read carefully the following questions and answers. Where applicable, we have included section references to the Offer to Exchange where you can find a more complete description of the topics in this question and |
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| January 23, 2024 |
Follow-up Email from Peter Castrichini to Employees, sent on January 23, 2024 EX-99.(a)(1)(C) Exhibit (a)(1)(C) To: Eligible Holders From: Peter Castrichini RE: One-time Sage Stock Option Exchange – Program Launch All, As you know from Erin’s email of December 8, 2023, our Board of Directors recently approved a voluntary one-time Sage stock option exchange program. Today we are formally launching the stock option exchange program. The completion of the option exchange progr |
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| January 23, 2024 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Dear Sage Employees: IMPORTANT NEWS — PLEASE READ. IF YOU CHOOSE TO PARTICIPATE IN THE OPTION EXCHANGE, YOU MUST TAKE ACTION BY 11:59 PM EASTERN TIME ON FEBRUARY 20, 2024. We are pleased to announce that the stock option exchange program that you have previously received notice of (the “Option Exchange”) begins today. You are receiving this email because you are a |
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| January 23, 2024 |
Screenshots of Option Exchange Website EX-99.(a)(1)(H) Exhibit (a)(1)(H) You have made the following elections with respect to your eligible stock options. Grant Number Grant Date DEMOGRANT1 2/1/2018 Award Type Options (NG) Grant Price Shares Underlying Option Grant Vested Options as of 2/20/2024” Exchange Ratio Replacement Options Election $192.33 198 198 5.00 40 Exchange DEMOGRANT2 4/2/2018 Options (ISO) $145.77 1,811 1,811 4.00 453 |
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| January 23, 2024 |
EX-99.(a)(1)(J) Sage Option Exchange Program Overview January 2024 Exhibit (a)(1)(J) Background Stock Options Option Exchange Program Details Making Your Elections via the Option Exchange Portal Q&A Agenda Our equity program is an important element of our Total Rewards Philosophy Keeps us competitive Supports our long-term growth strategy Creates stronger link between pay and Company performance S |
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| January 23, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables SCHEDULE TO (Form Type) SAGE THERAPEUTICS, INC. |
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| January 23, 2024 |
EX-99.(a)(1)(F) Exhibit (a)(1)(F) Option Exchange Sage has received your election via the Sage Option Exchange website by which you elected to accept or reject Sage’s offer to exchange Eligible Options for Replacement Options with respect to some or all of your outstanding stock option grants, subject to the terms and conditions of the Offer to Exchange document that has been made available to you |
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| January 8, 2024 |
EX-99.2 Exhibit 99.2 Sage Therapeutics to Provide Business Updates at 42nd Annual J.P. Morgan Healthcare Conference Excitement over December 2023 launch of ZURZUVAE™ (zuranolone), the first and only oral treatment indicated for adults with postpartum depression (PPD) Continued progress on clinical pipeline, with topline data expected from multiple ongoing Phase 2 trials across 2024 Catalyst rich y |
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| January 8, 2024 |
Corporate Presentation dated January 2024. EX-99.1 Exhibit 99.1 |
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| January 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 4, 2024 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission |
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| December 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide |
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| December 19, 2023 |
DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 8, 2023 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| December 8, 2023 |
Communication to Employees from Chief People and Experience Officer, sent December 8, 2023. Exhibit 99.2 To: Sage Employees From: Erin Subject: Proposal for a one-time Sage stock option exchange In an effort to look at new ways to engage our people and ensure we have a competitive compensation program, I am pleased to share that our Board of Directors has approved a voluntary one-time Sage stock option exchange program, subject to stockholder approval, and has called a special meeting of |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Sage Therapeutics, Inc. (Name of Subject Company (Issuer) and Filing Person (as Offeror)) Options to Purchase Common Stock, par value $0.0001 per share (Title of Class of Securities) 78667J108 (CUSIP Nu |
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| November 7, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-261708 PROSPECTUS SUPPLEMENT (To prospectus dated December 17, 2021) $250,000,000 Common Stock We have entered into a sales agreement, or the sales agreement, with Cowen and Company, LLC, or TD Cowen, relating to shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance wit |
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| November 7, 2023 |
EXHIBIT 10.2 MASTER CONSULTING AGREEMENT Albert J. Robichaud, Ph.D. Dear Dr. Robichaud: Sage Therapeutics, Inc. (“Sage”) would like to engage you to provide services commencing on September 15, 2023 (the “Effective Date”), under the following terms and conditions (the “Agreement”): 1. Description of Services. You will act as an independent consultant to Sage and use your best efforts to provide Se |
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| November 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 7, 2023 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissio |
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| November 7, 2023 |
Sales Agreement, dated as of November 7, 2023, by and between the Company and Cowen and Company, LLC Exhibit 1.1 SAGE THERAPEUTICS, INC. $250,000,000 SHARES OF COMMON STOCK, PAR VALUE $0.0001 PER SHARE SALES AGREEMENT November 7, 2023 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Sage Therapeutics, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agr |
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| November 7, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 7, 2023 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissio |
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| November 7, 2023 |
l UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q l UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36544 S |
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| November 7, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Sage Therapeutics, Inc. |
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| November 7, 2023 |
Exhibit 99.1 Sage Therapeutics Announces Third Quarter 2023 Financial Results and Highlights Pipeline and Business Progress ZURZUVAE™ (zuranolone), first and only oral treatment approved for adults with postpartum depression (PPD), designated Schedule IV by the DEA; progressing towards planned commercial availability in December Announces expected wholesale acquisition cost of ZURZUVAE of $15,900 |
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| November 7, 2023 |
Separation Agreement between the Registrant and Albert J. Robichaud, Ph.D., dated September 15, 2023 EXHIBIT 10.1 August 30, 2023 Revised September 15, 2023 By Email Albert J. Robichaud, Ph.D. Dear Dr. Robichaud: Given recent developments, we have made the difficult decision to restructure the business and reduce the size of our workforce. We appreciate your service and contributions and want to thank you for your dedication to always doing what’s best for patients. We would like to make this tra |
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| August 31, 2023 |
Costs Associated with Exit or Disposal Activities, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 28, 2023 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission |
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| August 7, 2023 |
As filed with the Securities and Exchange Commission on August 7, 2023 S-8 As filed with the Securities and Exchange Commission on August 7, 2023 Registration No. |
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| August 7, 2023 |
EXHIBIT 10.1 SAGE THERAPEUTICS, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED The purpose of the Sage Therapeutics, Inc. 2014 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of Sage Therapeutics, Inc. (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company’s common stock, par value $0.0001 per sh |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36544 Sage The |
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| August 7, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sage Therapeutics, Inc. |
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| August 7, 2023 |
EX-99.1 Exhibit 99.1 Sage Therapeutics Announces Second Quarter 2023 Financial Results and Highlights Pipeline and Business Progress ZURZUVAE™ (zuranolone) approved as first-and-only oral treatment specifically indicated for adults with postpartum depression (PPD) and on-track for planned launch in the fourth quarter of 2023 shortly after DEA scheduling Sage brain health pipeline provides potentia |
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| August 7, 2023 |
EXHIBIT 10.4 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. […***…] denotes omissions. COMMERCIAL LICENSE AGREEMENT This COMMERCIAL LICENSE AGREEMENT (this “Agreement”) is made this 21st day of August, 2013 (the “Effective Date”) between: CYDEX PHARMACEU |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 7, 2023 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission |
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| August 7, 2023 |
EXHIBIT 10.3 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. […***…] denotes omissions. AMENDMENT NO. 3 TO SUPPLY AGREEMENT THIS AMENDMENT NO. 3 TO SUPPLY AGREEMENT (this “Amendment”) is entered into on this 25th day of September, 2015 (the “2015 Date”), |
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| August 7, 2023 |
EXHIBIT 10.5 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. […***…] denotes omissions. Non-Exclusive License Agreement between The Regents of the University of California and Sage Therapeutics, Inc. for Allopregnanolone in the Treatment of Status Epilept |
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| August 7, 2023 |
EXHIBIT 10.6 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. […***…] denotes omissions. EXCLUSIVE LICENSE AGREEMENT PREAMBLE This Agreement is made and entered into, effective as of November 11, 2013 (“Effective Date”), by and between: Washington Universi |
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| August 7, 2023 |
EXHIBIT 10.2 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. […***…] denotes omissions. SUPPLY AGREEMENT THIS SUPPLY AGREEMENT (this “Agreement”) is made this 13th day of December, 2012 (the “Effective Date”) between: CYDEX PHARMACEUTICALS, INC., a Delawa |
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| July 10, 2023 |
SAGE / Sage Therapeutics Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4 )* Sage Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78667J108 (CUSIP Number) June 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| June 16, 2023 |
EX-3.1 Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF SAGE THERAPEUTICS, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place, if any, within or without the United States which is fixed by the Corporation’s Board of Directors (th |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 15, 2023 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission F |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 2, 2023 |
EX-99.1 Exhibit 99.1 Sage Therapeutics Announces First Quarter 2023 Financial Results and Highlights Pipeline and Business Progress New Drug Application (NDA) for zuranolone in the treatment of Major Depressive Disorder (MDD) and Postpartum Depression (PPD) under priority review by U.S. Food and Drug Administration (FDA) with a PDUFA date of August 5, 2023 Sage and Biogen progressing key commercia |
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| May 2, 2023 |
EXHIBIT 10.2 PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE SAGE THERAPEUTICS, INC. 2014 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: ###PARTICIPANTNAME### Target No. of Performance-based Restricted Stock Units: ###TOTALAWARDS### Grant Date: ###GRANTDATE### [Performance Period: []] Pursuant to the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan as amended throug |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36544 Sage Th |
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| May 2, 2023 |
Amended and Restated Non-Employee Director Compensation Policy, dated March 23, 2023 EXHIBIT 10.1 Sage Therapeutics, Inc. Amended and Restated Non-Employee Director Compensation Policy The purpose of this Amended and Restated Non-Employee Director Compensation Policy (this “Policy”) of Sage Therapeutics, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directo |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 2, 2023 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission Fil |
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| April 27, 2023 |
DEFA14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 27, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMIS S IO N Washington, D. |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 15, 2023 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission |
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| February 17, 2023 |
SAGE / SAGE Therapeutics Inc / BB BIOTECH AG - SC 13G Passive Investment SC 13G United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Sage Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78667J108 (CUSIP Number) February 9, 2023 (Date of Event Which Requires Filing This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil |
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| February 17, 2023 |
EX-99.B 3 d459172dex99b.htm EX-99.B Exhibit B POWER OF ATTORNEY The Undersigned, Hugo van Neutegem herewith gives Power of Attorney to Mrs. Nathalie M.A. Isidora-Kwidama, born in Curacao on, holder of a passport issued by the Kingdom of the Netherlands, with number, to represent the Company in the broadest sense of the word and in the best interest of the Company and further to do if were the Unde |
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| February 17, 2023 |
EX-99.A 2 d459172dex99a.htm EX-99.A Exhibit A Joint Filing Statement We, the undersigned, hereby express our agreement that the attached Schedule 13G (including all amendments thereto) is filed on behalf of each of the undersigned. BB Biotech AG Date: February 17, 2023 By: /s/ Martin Gubler Signatory Authority Name: Martin Gubler Title: Signatory Authority Date: February 17, 2023 By: /s/ Ivo Betsc |
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| February 16, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation 1 Sage Securities Corporation Massachusetts 2 Sage (Bermuda) Ltd. Bermuda 3 Sage Therapeutics Limited England and Wales 4 Sage Therapeutics GmbH Switzerland 5 Sage Therapeutics GmbH Germany 6 Sage Therapeutics, Inc. Canada |
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| February 16, 2023 |
Power of Attorney (included on the signature pages of this registration statement) S-8 As filed with the Securities and Exchange Commission on February 16, 2023 Registration No. |
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| February 16, 2023 |
EXHIBIT 10.40 SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (this “Agreement”) is made as of 10/18/2022 by and between Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and Laura Gault (the “Executive”) and shall become effective on the date of hire with the Company. 1. Purpose. The Company considers it essential to the best interests of it |
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| February 16, 2023 |
Execution Version Exhibit 10.30 Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Double asterisks denote omissions. Collaboration and License Agreement Between Sage Therapeutics, Inc., Biogen MA Inc. and Biogen International GmbH Dated November 27, 2020 IF |
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| February 16, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 16, 2023 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissi |
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| February 16, 2023 |
EXHIBIT 10.41 CNS INNOVATION ADVISORY BOARD CONSULTING AGREEMENT Jeffrey M. Jonas, M.D. Dear Dr. Jonas: Sage Therapeutics, Inc. (“Sage”) would like to engage you to provide services as a member of Sage’s CNS Innovation Advisory Board commencing on November 8, 2022 (the “Effective Date”), under the following terms and conditions (the “Agreement”): 1. Description of Services. You will serve as membe |
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| February 16, 2023 |
Exhibit 99.1 Sage Therapeutics Announces Fourth Quarter and Full Year 2022 Financial Results and Highlights Pipeline and Business Progress U.S. Food and Drug Administration (FDA) accepts filing of New Drug Application (NDA) for zuranolone and grants Priority Review in the treatment of Major Depressive Disorder (MDD) and Postpartum Depression (PPD) following submission of rolling NDA in December 20 |
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| February 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36544 Sage Therapeut |
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| February 16, 2023 |
Amended and Restated Non-Employee Director Compensation Policy, dated December 16, 2022 EXHIBIT 10.42 Sage Therapeutics, Inc. Amended and Restated Non-Employee Director Compensation Policy The purpose of this Amended and Restated Non-Employee Director Compensation Policy (this “Policy”) of Sage Therapeutics, Inc., a Delaware corporation (the “Company”), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber direct |
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| February 16, 2023 |
EXHIBIT 10.36 SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (this “Agreement”) is made as of September 13, 2021 by and between Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and Christopher Benecchi (the “Executive”) and shall become effective on the date of hire with the Company. 1. Purpose. The Company considers it essential to the bes |
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| February 16, 2023 |
EX-10 6 sage-ex1039.htm EX-10.39 EXHIBIT 10.39 October 13, 2022 Laura M. Gault, M.D., Ph.D. Dear Laura: At Sage, our mission is to pioneer solutions to deliver life-changing brain health medicines, so every person can thrive. Our success results from our people creating therapeutics with benefits for patients coupled with our drive to excel in all areas of our business together. On behalf of Sage |
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| February 16, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sage Therapeutics, Inc. |
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| February 16, 2023 |
EXHIBIT 10.16 SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (this “Agreement”) is made as of September 25, 2014 by and between Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and Albert Robichaud (the “Executive”) and shall become effective on the date of the effectiveness of the Company’s registration statement on Form S-1 under the Secu |
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| February 16, 2023 |
EXHIBIT 10.15 SEVERANCE AND CHANGE IN CONTROL AGREEMENT This Severance and Change in Control Agreement (this “Agreement”) is made as of September 30, 2014 by and between Sage Therapeutics, Inc., a Delaware corporation (the “Company”), and Kimi Iguchi (the “Executive”) and shall become effective on the date of the effectiveness of the Company’s registration statement on Form S-1 under the Securitie |
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| February 14, 2023 |
SAGE / SAGE Therapeutics Inc / BB BIOTECH AG - SC 13G/A Passive Investment SC 13G/A 1 d401650dsc13ga.htm SC 13G/A United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sage Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78667J108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing This Statement) Check the appropriate box to desig |
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| February 14, 2023 |
EX-99.B 2 d401650dex99b.htm EX-99.B Exhibit B POWER OF ATTORNEY The Undersigned, Hugo van Neutegem herewith gives Power of Attorney to Mrs. Nathalie M.A. Isidora-Kwidama, born in Curacao on, holder of a passport issued by the Kingdom of the Netherlands, with number, to represent the Company in the broadest sense of the word and in the best interest of the Company and further to do if were the Unde |
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| February 9, 2023 |
SAGE / SAGE Therapeutics Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv01837-sagetherapeuticsinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Sage Therapeutics Inc. Title of Class of Securities: Common Stock CUSIP Number: 78667J108 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to d |
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| February 6, 2023 |
Exhibit 99.1 Sage Therapeutics and Biogen Announce FDA Accepts Filing of New Drug Application and Grants Priority Review of Zuranolone in the Treatment of Major Depressive Disorder and Postpartum Depression Zuranolone is being evaluated as a potential 14-day, rapid-acting, once-daily, oral medication to treat major depressive disorder (MDD) and postpartum depression (PPD) Depression is a public he |
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| February 6, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): February 6, 2023 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissio |
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| February 6, 2023 |
SAGE / SAGE Therapeutics Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Sage Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78667J108 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 8, 2023 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission |
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| January 9, 2023 |
Exhibit 99.2 Sage Therapeutics to Provide Update on 2023 Key Initiatives at 41st Annual J.P. Morgan Healthcare Conference Robust pipeline provides potential for long-term value creation, establishing Sage as a leader in brain health Rolling New Drug Application (NDA) submission for zuranolone in MDD and PPD complete, with potential for PDUFA date as early as the third quarter of 2023 if priority r |
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| January 9, 2023 |
Exhibit 99.1 J.P. Morgan Healthcare Conference January 2023 Safe Harbor Statement • The slides presented today and the accompanying oral presentations contain forward-looking – At any stage, regulatory authorities may ask for additional clinical trials, nonclinical studies or other data in order for us to proceed further in development or to file for or obtain regulatory statements, which may be i |
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| December 6, 2022 |
EX-99.1 Exhibit 99.1 Sage Therapeutics and Biogen Complete Rolling Submission of New Drug Application for Zuranolone in the Treatment of Major Depressive Disorder and Postpartum Depression Zuranolone is being evaluated as a short course, rapid-acting, oral medication for major depressive disorder (MDD) and postpartum depression (PPD) Cambridge, Mass. – Dec. 6, 2022 – Sage Therapeutics, Inc. (Nasda |
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| December 6, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 6, 2022 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissio |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 8, 2022 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commissio |
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| November 8, 2022 |
Exhibit 99.1 Sage Therapeutics Announces Third Quarter 2022 Financial Results and Highlights Pipeline and Business Progress Completion of rolling NDA submission for zuranolone in MDD and PPD on track for December 2022 Presented additional data across pipeline programs at key medical congresses including data on zuranolone as an investigational oral, once-daily, 14-day treatment for MDD and PPD Com |
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| November 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-36544 Sag |
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| August 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36544 Sage Thera |
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| August 2, 2022 |
EX-FILING FEES 4 d334027dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sage Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate A |
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| August 2, 2022 |
EXHIBIT 10.2 SAGE THERAPEUTICS, INC. 2014 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED The purpose of the Sage Therapeutics, Inc. 2014 Employee Stock Purchase Plan (?the Plan?) is to provide eligible employees of Sage Therapeutics, Inc. (the ?Company?) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company?s common stock, par value $0.0001 per sh |
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| August 2, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 2, 2022 Sage Therapeutics, Inc. (Exact name of registrant as specified in its charter) DELAWARE 001-36544 27-4486580 (State or other jurisdiction of incorporation) (Commission |
