Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 27, 2019



Sage Therapeutics, Inc.

(Exact name of registrant as specified in its charter)




DELAWARE   001-36544   27-4486580

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


215 First Street

Cambridge, MA

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (617) 299-8380

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 8.01

Other Events.

On February 27, 2019, Sage Therapeutics, Inc. (the “Company”) completed the sale of 3,833,334 shares of its common stock (the “Shares”) to Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (the “Underwriters”) pursuant to an Underwriting Agreement dated February 25, 2019 (the “Underwriting Agreement”) as part of the Company’s previously announced public offering, including the exercise in full by the underwriters of their option to purchase up to 500,000 additional shares of common stock of the Company (the “Offering”). The offering price to the public was $150.00 per share and the Underwriters purchased the Shares from the Company pursuant to the Underwriting Agreement at a price of $146.42 per share. The Company’s proceeds raised in the Offering, after underwriting discounts and commissions, and before estimated expenses of the offering, were approximately $561.3 million.

On February 27, 2019, the Company issued a press release announcing the completion of the Offering. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits




99.1    Press release issued by Sage Therapeutics, Inc. on February 27, 2019.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: February 27, 2019     SAGE THERAPEUTICS, INC.
    By:   /s/ Jennifer Fitzpatrick

Jennifer Fitzpatrick

Vice President, Corporate Counsel