Sage Therapeutic SEC Filings

Sage Therapeutics, Inc. ("Sage") filed Post-Effective Amendment No. 1 to 15 prior Form S-8 registration statements to deregister all shares that remain unissued or unsold following its 31 July 2025 merger with Supernus Pharmaceuticals, Inc. (“Supernus”). Sage is now a wholly owned subsidiary of Supernus and has terminated all employee-equity offerings.

The affected S-8s, dated 2014-2024, originally covered an aggregate ≈43 million shares of Sage common stock under the 2011, 2014, 2016 and 2024 equity and purchase plans. Because those offerings have ended, Sage is withdrawing the remaining securities from SEC registration in accordance with its undertakings under Rule 478.

This amendment is an administrative step that confirms completion of the Supernus–Sage merger and eliminates potential future dilution from the unused share pool. No financial results or new capital-raising activities are disclosed.

Sage Therapeutics, Inc. ("Sage") filed Post-Effective Amendment No. 1 to 15 prior Form S-8 registration statements to deregister all shares that remain unissued or unsold following its 31 July 2025 merger with Supernus Pharmaceuticals, Inc. (“Supernus”). Sage is now a wholly owned subsidiary of Supernus and has terminated all employee-equity offerings.

The affected S-8s, dated 2014-2024, originally covered an aggregate ≈43 million shares of Sage common stock under the 2011, 2014, 2016 and 2024 equity and purchase plans. Because those offerings have ended, Sage is withdrawing the remaining securities from SEC registration in accordance with its undertakings under Rule 478.

This amendment is an administrative step that confirms completion of the Supernus–Sage merger and eliminates potential future dilution from the unused share pool. No financial results or new capital-raising activities are disclosed.

Sage Therapeutics, Inc. (SAGE) filed a Post-Effective Amendment to fifteen prior Form S-8 registration statements. The amendment deregisters all unsold shares that had been reserved for issuance under various employee equity plans, including the 2024 Equity Incentive Plan (16.5 million shares) and multiple older stock option and ESPP programs.

The action follows the 31 Jul 2025 merger in which Supernus Pharmaceuticals, Inc. acquired Sage via subsidiary Saphire, Inc., leaving Sage as a wholly owned subsidiary. Because Sage has terminated all public offerings of its securities, it is obligated under the undertakings in each S-8 to remove from registration any shares that remain unissued at the close of the offering. No new securities are being registered, and no financial results or guidance are provided.

The filing is procedural; it confirms completion of the merger and cleans up the company’s shelf of employee-plan shares. There is no direct economic impact on former Sage public shareholders, whose merger consideration would have been set on the closing date.

Orchestra BioMed (OBIO) is raising fresh capital via a marketed offering of 9.41 M shares of common stock and 5.14 M pre-funded warrants at $2.75/$2.7499, for $40.0 M gross ($36.7 M net). Underwriters have a 30-day option for 2.18 M additional shares.

Key investors have pre-committed: RTW ($10 M), Perceptive ($5 M) and CEO David Hochman ($0.05 M). Separately, affiliates of Medtronic (Covidien) and Ligand will acquire up to $17 M of stock in a concurrent private placement, contingent on ≥$35 M gross proceeds from the public deal.

OBIO has arranged multiple strategic financings: (1) a $20 M secured 11% convertible loan from Medtronic that auto-converts into a 15% revenue share (capped at $40 M) upon FDA approval of AVIM-enabled pacemakers; (2) a $35 M tiered revenue-interest sale to Ligand (17–4% of future sales, subject to ratchets) plus a 10-year warrant for 2 M shares at a 30% premium; and (3) an amendment to its Hercules credit facility that defers amortization and adds up to $15 M of discretionary borrowing capacity.

Preliminary 30 Jun 2025 cash is $33.9 M; management expects the combined financings to fund operations—including the 500-patient BACKBEAT hypertension pivotal and the Virtue SAB coronary ISR IDE study—into Q3 2027. Net proceeds are earmarked for these trials, additional R&D, and general corporate purposes. The deal will increase shares outstanding to ~53.95 M (56.27 M if the green-shoe is exercised), before assuming warrant exercises.

Orchestra BioMed (OBIO) is raising fresh capital via a marketed offering of 9.41 M shares of common stock and 5.14 M pre-funded warrants at $2.75/$2.7499, for $40.0 M gross ($36.7 M net). Underwriters have a 30-day option for 2.18 M additional shares.

Key investors have pre-committed: RTW ($10 M), Perceptive ($5 M) and CEO David Hochman ($0.05 M). Separately, affiliates of Medtronic (Covidien) and Ligand will acquire up to $17 M of stock in a concurrent private placement, contingent on ≥$35 M gross proceeds from the public deal.

OBIO has arranged multiple strategic financings: (1) a $20 M secured 11% convertible loan from Medtronic that auto-converts into a 15% revenue share (capped at $40 M) upon FDA approval of AVIM-enabled pacemakers; (2) a $35 M tiered revenue-interest sale to Ligand (17–4% of future sales, subject to ratchets) plus a 10-year warrant for 2 M shares at a 30% premium; and (3) an amendment to its Hercules credit facility that defers amortization and adds up to $15 M of discretionary borrowing capacity.

Preliminary 30 Jun 2025 cash is $33.9 M; management expects the combined financings to fund operations—including the 500-patient BACKBEAT hypertension pivotal and the Virtue SAB coronary ISR IDE study—into Q3 2027. Net proceeds are earmarked for these trials, additional R&D, and general corporate purposes. The deal will increase shares outstanding to ~53.95 M (56.27 M if the green-shoe is exercised), before assuming warrant exercises.

Amendment No. 2 to Schedule 13D updates insider holdings in TriSalus Life Sciences (TLSI) after the preferred-for-common share exchange completed 31 Jul 2025.

• Mats Wahlstrom now beneficially owns 2,987,881 common shares (6.0% of the class) through Leonard Capital, personal holdings and 157,679 option shares exercisable within 60 days.
• Kerry R. Hicks controls 2,349,795 shares (4.7%) via multiple personal and trust accounts plus 60,596 option shares.
• HW Investment Partners, LLC holds 1,370,028 shares (2.8%). These shares are counted as shared voting/dispositive power for both individuals.

Ownership percentages assume a total of 49,788,874 common shares outstanding, calculated as 37,975,815 shares reported in TLSI’s 13 Jun 2025 Form S-4/A plus 11,813,059 shares issued in the exchange offer.

Leonard Capital converted 50,000 Series A preferred shares for 165,000 common shares at the 3.3-for-1 ratio. Apart from this exchange, no transactions were reported in the past 60 days. The filing is for disclosure only; it does not announce any operational or financial guidance.

Sage Therapeutics, Inc. (SAGE) filed a Post-Effective Amendment to 15 previously effective Form S-8 registrations to deregister all remaining, unissued shares that had been reserved for employee equity plans. The action follows the 31 Jul 2025 closing of the merger whereby Supernus Pharmaceuticals, Inc. acquired Sage through its subsidiary Saphire, Inc., leaving Sage a wholly owned subsidiary of Supernus.

The affected registrations covered roughly 35 million shares across the 2011 Stock Option & Grant Plan, the 2014 Stock Option & Incentive Plan, multiple ESPPs, the 2016 and 2024 inducement/equity incentive plans, and related amendments. Because Sage’s securities offerings have ceased, the company is fulfilling its undertaking under Rule 415 to remove from registration any securities that remain unsold at termination of the offering. No additional securities will be issued under the listed plans, and the filings are amended solely to reflect this deregistration.

Sage Therapeutics, Inc. (SAGE) filed a Post-Effective Amendment to 15 previously effective Form S-8 registrations to deregister all remaining, unissued shares that had been reserved for employee equity plans. The action follows the 31 Jul 2025 closing of the merger whereby Supernus Pharmaceuticals, Inc. acquired Sage through its subsidiary Saphire, Inc., leaving Sage a wholly owned subsidiary of Supernus.

The affected registrations covered roughly 35 million shares across the 2011 Stock Option & Grant Plan, the 2014 Stock Option & Incentive Plan, multiple ESPPs, the 2016 and 2024 inducement/equity incentive plans, and related amendments. Because Sage’s securities offerings have ceased, the company is fulfilling its undertaking under Rule 415 to remove from registration any securities that remain unsold at termination of the offering. No additional securities will be issued under the listed plans, and the filings are amended solely to reflect this deregistration.

On 31 July 2025 Chief Scientific Officer & Interim Head of R&D Michael C. Quirk filed a Form 4 reporting the disposition of his entire Sage Therapeutics (SAGE) equity at the closing of the company’s merger with Supernus Pharmaceuticals. All 24,999 common shares were cancelled and converted into the right to receive $8.50 cash per share plus one contingent value right (CVR) worth up to $3.50 per share. In addition, 7,962 previously unvested RSUs became fully vested and were cashed out on the same terms.

Quirk’s 40,000 in-the-money stock options (36,000 @ $6.97 and 4,000 @ $7.86) were also cancelled; holders receive cash equal to the spread between the $8.50 cash price and each option’s exercise price, plus the corresponding CVRs. Any options with exercise prices at or above $8.50 were extinguished without payment.

The filing confirms that the merger became effective on 31 July 2025, after the earlier June 2025 tender offer, and that SAGE shares have ceased trading. The document primarily details insider award treatment and does not introduce new operational or earnings information.