Sage Therapeutic SEC Filings

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.