Sage Therapeutics, Inc. (NASDAQ:SAGE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On February8, 2018, Sage Therapeutics, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, Goldman, Sachs& Co. LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein (collectively, the “Underwriters”), relating to the public offering (the “Offering”) of 3,506,098 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), at a price to the public of $164.00 per share (the “Offering Price”), less underwriting discounts and commissions. The net proceeds to the Company from the sale of the Common Stock, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $548.8million. The Offering is expected to close on February13, 2018, subject to the satisfaction of customary closing conditions. The Company has also granted the Underwriters a30-dayoption to purchase up to an additional 525,914 shares of Common Stock at the Offering Price.
The Offering was made to the Company’s effective shelf registration statement on Form S-3ASR (File No.333-208870), including the prospectus dated January5, 2016, as supplemented by a prospectus supplement dated February8, 2018.
The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
Item 1.01 Other Events.
On February7, 2018, the Company issued a press release announcing the Offering and on February8, 2018, the Company issued a press release announcing the pricing of the Offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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1.1 |
Underwriting Agreement, dated as of February8, 2018, among Sage Therapeutics, Inc. and J.P. Morgan Securities LLC, Goldman, Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters named therein. |
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5.1 |
Opinion of Goodwin Procter LLP. |
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23.1 |
Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
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99.1 |
Press release issued by Sage Therapeutics, Inc. on February7, 2018. |
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99.2 |
Press release issued by Sage Therapeutics, Inc. on February8, 2018. |
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Sage Therapeutics, Inc. ExhibitEX-1.1 2 d537240dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Execution Version SAGE THERAPEUTICS,…To view the full exhibit click here
About Sage Therapeutics, Inc. (NASDAQ:SAGE)
SAGE Therapeutics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing and commercializing medicines to treat central nervous system (CNS) disorders. Its lead product candidate, SAGE-547 is an intravenous formulation of allopregnanolone, a neurosteroid that acts as a synaptic and extrasynaptic modulator of the GABAA receptor. Its product candidates, SAGE-217 and SAGE-689, also targets the GABAA receptor system. The Company is focused on developing drugs based on selective allosteric modulation of CNS synaptic and extrasynaptic receptors. The Company’s chemistry platform is focused on chemical scaffolds of endogenous or chemically modified synthetic neuroactive steroid compounds that are allosteric modulators of GABAA or N-Methyl-D-aspartic acid or N-Methyl-D-aspartate (NMDA) receptors. Its SAGE-718 is a product candidate selected for development from its NMDA receptor program.
