Sage Therapeutics Faces Removal from Nasdaq as Form 25 Submitted

Rhea-AI Filing Summary

Sage Therapeutics, Inc. (SAGE) is the subject of a Form 25 filed by Nasdaq Stock Market LLC on 31 Jul 2025, notifying the SEC of the removal of the company’s common stock from listing and registration under Section 12(b) of the Exchange Act of 1934. Nasdaq certifies it has met the requirements of Rule 12d2-2(b) for exchange-initiated delistings, while the issuer has met Rule 12d2-2(c) for voluntary withdrawal. When the Form 25 becomes effective, SAGE shares will cease trading on Nasdaq and will no longer be registered under Section 12(b), sharply reducing market liquidity and public visibility for shareholders.

Positive

• None.

Negative

• Nasdaq filed Form 25 to strike Sage Therapeutics common stock from listing and Section 12(b) registration, signalling an imminent delisting that will reduce trading liquidity and visibility.

Insights

Securities Analyst

TL;DR: Nasdaq’s Form 25 signals imminent delisting of SAGE common stock, ending Section 12(b) registration—materially negative for liquidity and valuation.

Impact: The filing removes SAGE shares from Nasdaq’s platform, eliminating automatic price discovery, index inclusion and market-maker support. Investors may be forced to trade over-the-counter, typically at wider spreads and lower volumes. Delisting can also trigger covenant breaches or institutional ownership limits tied to national exchange listings. The form states both Nasdaq and the issuer have fulfilled regulatory prerequisites, so reversal appears unlikely. No financial metrics are provided, but the structural hit to accessibility is highly adverse for equity holders.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION
UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number

001-36544

Issuer:	Sage Therapeutics, Inc.
Exchange:	Nasdaq Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

Address:	55 Cambridge Parkway
	Cambridge	MASSACHUSETTS	02142
Telephone number:					(617) 299-8380

(Address, including zip code, and telephone number, including area code, of Issuer's principal executive offices)

Common Stock

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

17 CFR 240.12d2-2(a)(1)

17 CFR 240.12d2-2(a)(2)

17 CFR 240.12d2-2(a)(3)

17 CFR 240.12d2-2(a)(4)

Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange. ¹

Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with its rules of the Exchange and the requirements of 17 CFR 240.12d-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements fo the Securities Exchange Act of 1934, Nasdaq Stock Market LLC certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

2025-07-31	By	Tara Petta		AVP
Date		Name		Title

¹ Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does Nasdaq’s Form 25 filing mean for Sage Therapeutics (SAGE)?

It starts the process to remove SAGE common stock from Nasdaq listing and Section 12(b) registration, ending trading on the exchange.

When was the Form 25 filed for SAGE?

31 July 2025, as signed by Nasdaq AVP Tara Petta.

Which security class is being removed?

The filing covers Sage Therapeutics, Inc. common stock.

Is the delisting exchange-initiated or voluntary?

Nasdaq cites compliance with Rule 12d2-2(b) (exchange-initiated) and notes Sage also met Rule 12d2-2(c) (voluntary withdrawal).

Will SAGE shares trade elsewhere after delisting?

The document does not specify alternate venues; typically, delisted shares migrate to OTC markets, but this is not confirmed here.