[Form 4] Sage Therapeutics, Inc Insider Trading Activity

Rhea-AI Filing Summary

DT Cloud Acquisition Corp. (NASDAQ: DYCQU) is asking shareholders to approve four inter-dependent proposals at an 21 Aug 2025 EGM.

• Proposal 1 – Extension Amendment: lengthens the SPAC’s “Combination Period” from 18 monthly extensions (deadline 23 Aug 2026) to 24 monthly extensions (deadline 23 Feb 2027). Each extension continues to be one month.
• Proposal 2 – Extension Fee Waiver: eliminates the Sponsor’s US$60k monthly cash deposit that was previously required for each extension.
• Proposal 3 – Trust Agreement Amendment: aligns the Trust Agreement with Proposals 1-2.
• Proposal 4 – Adjournment: authorises meeting adjournment if votes are insufficient.

The board argues the extra time is needed to secure regulatory approvals for the announced merger with Maius Pharmaceutical and to reduce sponsor financing friction. Public shareholders may redeem at par (plus trust interest) two business days before the meeting, regardless of their vote. Approval thresholds: two-thirds for Proposal 1; simple majority for Proposals 2-4. Failure to pass the package means the SPAC must rely on paid extensions only through 23 Aug 2026; failure to merge by then would trigger liquidation. All insiders will vote FOR and have waived redemption rights.

Positive

• Additional six-month runway enhances likelihood of completing the Maius Pharmaceutical business combination.
• Redemption right preserved allowing dissenting shareholders full exit at trust value.
• Cross-conditioned proposals avoid piecemeal changes and provide clarity on post-vote framework.

Negative

• Monthly fee waiver removes up to US$360k that would otherwise have accumulated in the trust, slightly lowering per-share liquidation value.
• Extended timeline increases deal uncertainty and opportunity cost for investors who remain.
• Insiders control ~22% of votes and have waived redemption, potentially overriding minority preferences.

Insights

SPAC Analyst

TL;DR: Vote seeks time to finish Maius merger but drops US$60k monthly sponsor payments; neutral valuation impact, extends time value decay.

The six-month incremental runway (to 36 months post-IPO) is routine for 2024-vintage SPACs facing regulatory headwinds. Eliminating the monthly deposit removes ~US$360k potential additions to the trust, marginally reducing liquidation value but is immaterial versus the US$69.3 m trust (<0.6%). Redemption option protects dissenters, so dilution risk hinges on future PIPE/equity financing, not this vote. Overall, cash preservation for sponsor offsets small loss for public holders; impact on intrinsic value is negligible. Rating: neutral.

Corporate Governance Expert

TL;DR: Fee waiver shifts bargaining power to sponsor and weakens alignment; modest negative for public investors.

The prior cash-for-extension structure aligned sponsor behaviour with timely deal execution and marginally enriched the trust. Waiving the fee removes that economic discipline and could encourage further delays. While investors keep redemption rights, those remaining post-vote bear the opportunity-cost of time decay with no compensating inflow. Cross-conditioning prevents partial adoption, ensuring holistic approval but limiting shareholder choice. The board discloses conflicts and insider voting control (~22%), yet small-float investors could be over-ridden. Rating: negative.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shiferman Gregory L.

(Last) (First) (Middle)

C/O SAGE THERAPEUTICS, INC.

55 CAMBRIDGE PARKWAY

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sage Therapeutics, Inc. [ SAGE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/31/2025		U(1)(2)		7,215	D	(1)(2)	0	D
Common Stock	07/31/2025		D		23,735(3)	D	(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$6.05	07/31/2025		D			10,000	(5)	11/01/2034	Common Stock	10,500	(5)	0	D
Stock Option (Right to Buy)	$6.97	07/31/2025		D			28,000	(5)	01/16/2035	Common Stock	28,000	(5)	0	D

Explanation of Responses:

1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 13, 2025, among Sage Therapeutics, Inc. (the "Issuer"), Supernus Pharmaceuticals, Inc. ("Parent"), and Saphire, Inc., a wholly owned subsidiary of Parent ("Purchaser"), pursuant to which Purchaser completed a cash tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of July 31, 2025 (the effective time of the merger, the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive (i) $8.50 per Share in cash (the "Closing Amount"), plus (ii) one contingent value right ("CVR") per Share, each without interest and subject to the withholding of applicable taxes.

2. (Continued from footnote 1) Each CVR represents the right to receive up to $3.50 per Share in cash upon the satisfaction of specified milestones, as described in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 16, 2025.

3. Represents restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one Share upon vesting of the RSU (a "Company RSU").

4. Pursuant to the Merger Agreement, at the Effective Time, each Company RSU reported in this Form 4 was deemed fully vested and cancelled and converted into the right to receive (i) a cash payment equal to the product of the Closing Amount multiplied by the number of Shares subject to such Company RSU, without interest and subject to the withholding of applicable taxes, plus (ii) one CVR for each Share subject to such Company RSU immediately prior to the Effective Time.

5. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Shares (a "Company Option") then outstanding and unexercised, whether or not vested, which had a per Share exercise price less than the Closing Amount was deemed fully vested and cancelled and converted into the right to receive (i) a cash payment (without interest and subject to the withholding of applicable taxes) equal to the product of (a) the excess of the Closing Amount over the per Share exercise price of such Company Option, multiplied by (b) the total number of Shares subject to such Company Option immediately prior to the Effective Time, plus (ii) one CVR for each Share subject to such Company Option immediately prior to the Effective Time. Each Company Option, whether or not vested, which had a per Share exercise price greater than or equal to the Closing Amount was cancelled with no consideration payable in respect thereof.

Remarks:

Senior Vice President, General Counsel and Secretary

	/s/ Brandon Marsh, attorney in fact for Gregory L. Shiferman	07/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 is the new deadline for DT Cloud (DYCQU) to close a business combination?

If approved, the deadline moves to 23 February 2027, allowing up to 24 monthly extensions from the original termination date.

Will the sponsor still pay the US$60,000 monthly extension fee?

No. Proposal 2 fully waives the Monthly Extension Fee beginning 23 Aug 2025, eliminating any future deposits into the trust.

How can public shareholders redeem their shares?

Submit a written redemption request and deliver shares (DWAC or certificates) to Continental Stock Transfer at least two business days before the 21 Aug 2025 meeting.

What happens if the proposals are not approved?

The SPAC can only extend through 23 Aug 2026 by paying US$60k per month; failure to merge by then triggers liquidation.

Are insiders voting for the proposals?

Yes. Directors, officers and the Sponsor state they will vote all of their ~1.96 m insider/private shares FOR every proposal.