Welcome to our dedicated page for Sage Therapeutic SEC filings (Ticker: SAGE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to historical U.S. Securities and Exchange Commission (SEC) filings for Sage Therapeutics, Inc. (former Nasdaq: SAGE), a biopharmaceutical company focused on brain health and postpartum depression. These documents include current reports on Form 8-K, delisting notices, and deregistration filings that together describe key corporate, regulatory, and capital markets events in the company’s history.
For Sage, recent Form 8-K filings detail the Agreement and Plan of Merger with Supernus Pharmaceuticals, Inc., the tender offer process, and the subsequent merger in which Saphire, Inc., a wholly owned subsidiary of Supernus, merged with and into Sage Therapeutics. The 8-K filed on July 31, 2025, explains that, as a result of this transaction, Sage became a wholly owned subsidiary of Supernus and that a change in control occurred. It also describes the treatment of equity awards, changes in directors and officers, and amendments to the company’s certificate of incorporation.
Filings related to Sage’s trading status are particularly important for investors researching the SAGE symbol. A Form 25 filed by The Nasdaq Stock Market LLC on July 31, 2025, covers the removal of Sage’s common stock from listing and registration on The Nasdaq Global Market under Section 12(b) of the Exchange Act. Subsequently, Sage filed a Form 15 on August 11, 2025, certifying the termination of registration of its common stock under Section 12(g) and the suspension of its reporting obligations under Sections 13 and 15(d). Together, these filings document Sage’s transition from a publicly traded company to a wholly owned subsidiary with suspended Exchange Act reporting.
Earlier and related filings, including 8-Ks furnishing quarterly financial results, provide additional context on Sage’s collaboration revenue from ZURZUVAE, research and development expenses, restructuring activities, and strategic alternatives review. On Stock Titan, AI-powered tools can help users quickly interpret these complex filings by highlighting key sections, summarizing major events such as acquisitions and delistings, and pointing to items that may be relevant for understanding Sage’s historical financial condition, changes in control, and the regulatory record associated with the SAGE ticker.
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.
Sage Therapeutics (NASDAQ: SAGE) filed Amendment No. 2 to its Schedule 14D-9 regarding the pending acquisition by Supernus Pharmaceuticals. The tender offer remains unchanged at $8.50 in cash per share plus one contingent value right (CVR) worth up to an additional $3.50 if specified milestones are achieved.
The filing discloses that the Hart-Scott-Rodino (HSR) antitrust waiting period expired at 11:59 p.m. ET on 25 Jul 2025. Consequently, the antitrust condition to Supernus’ obligation to accept and pay for tendered shares has been satisfied, materially reducing regulatory risk. All other conditions under the merger agreement, including the minimum tender requirement, remain in effect.
The amendment also adds Exhibit (a)(5)(H), incorporating a 28 Jul 2025 Supernus press release announcing the HSR clearance. No additional changes were made to the terms or timing of the offer.
Biogen Inc. and subsidiary Biogen MA Inc. filed Amendment No. 1 to Schedule 13D on Sage Therapeutics (SAGE). The companies jointly report beneficial ownership of 6,241,473 SAGE common shares, representing 10 % of the outstanding stock (based on the issuer’s 22 Apr 2025 share count). All shares are held with shared voting and dispositive power; neither entity has sole power.
Key update – purpose of transaction: From Mar–May 2025 Biogen explored acquiring Sage and on 5 May submitted a non-binding offer of $9.00 cash plus a $4.00 two-tier CVR tied to U.S. ZURZUVAE sales milestones. Sage terminated talks on 15 May. On 16 Jun Sage instead agreed to be acquired by Supernus Pharmaceuticals for $8.50 cash plus a CVR of up to $3.50; the tender offer expires 30 Jul 2025. Biogen now states that it intends to tender or otherwise dispose of some or all of its 10 % stake before or at the offer’s expiration and will provide no further updates except as legally required.
The filing signals Biogen has stepped back from a full acquisition and will likely support the lower Supernus bid, removing a potential competing buyer and increasing certainty of deal closure.