[S-8 POS] Sage Therapeutics, Inc SEC Filing

Rhea-AI Filing Summary

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.

Positive

• $36.7 M net equity proceeds plus $35 M Ligand revenue sale and $20 M Medtronic loan extend cash runway to Q3 2027.
• Participation by strategic partners Medtronic, Ligand, RTW and Perceptive signals external validation of AVIM and Virtue SAB platforms.
• Hercules amendment defers amortization to July 2027 and adds $15 M discretionary borrowing capacity.
• Medtronic loan converts to royalty, eliminating principal repayment if FDA approval achieved.

Negative

• Offering increases basic share count by ~40% and introduces 5.1 M low-priced warrants, creating dilution risk.
• Medtronic note carries an 11% interest rate and is secured, ranking ahead of equity holders until conversion.
• Ligand revenue-share of up to 20% and Medtronic’s 15% royalty will pressure future gross margins.
• Multiple contingent closings; failure to hit enrollment or funding milestones could void financings and trigger covenant defaults.

Insights

Financial Analyst

TL;DR: Financing extends runway to 2027 and deepens ties with Medtronic/Ligand—net positive despite dilution.

The $36.7 M net raise, combined with $35 M from Ligand and a committed $20 M Medtronic convert, more than doubles OBIO’s liquidity. Pro forma cash >$120 M gives management flexibility to finish the 500-patient BACKBEAT study and start the Virtue SAB U.S. pivotal, key value-inflection catalysts. Strategic investors (Medtronic, Ligand, RTW, Perceptive) validate the device pipeline and de-risk commercialization. The Medtronic note’s 11% coupon is steep, but conversion into royalty offsets repayment risk. Revenue-share obligations (up to 20% for Ligand; 15% for Medtronic) will trim future margins yet occur only on commercial success. Overall, the package is accretive to enterprise value and should narrow funding overhangs.

Risk Analyst

TL;DR: Heavy dilution and layered revenue-sharing create long-term cash-flow drag—impact neutral to mildly negative.

The offering lifts basic share count by ~40% and adds 5.1 M virtually free warrants plus 2 M Ligand warrants, setting up significant overhang. Combined with numerous legacy SPAC warrants, fully-diluted shares exceed 75 M. The 11% Medtronic debt is costly and senior lenders (Hercules) retain priority. Revenue-interest rates could ratchet higher if trial milestones slip, and Ligand receives cash before OBIO shareholders. Execution risk remains: BACKBEAT enrollment runs through 1H26 and Virtue SAB is not yet enrolling. Any delay could trigger ratchets and funding-condition failures. These structural encumbrances offset near-term liquidity benefits, yielding a neutral overall impact.

As filed with the Securities and Exchange Commission on August 1, 2025

Registration No. 333-280460

Registration No. 333-277049

Registration No. 333-273754

Registration No. 333-269818

Registration No. 333-266455

Registration No. 333-262948

Registration No. 333-253431

Registration No. 333-236680

Registration No. 333-229732

Registration No. 333-228246

Registration No. 333-223146

Registration No. 333-216202

Registration No. 333-209831

Registration No. 333-204549

Registration No. 333-197498

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-280460

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-277049

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-273754

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-269818

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-266455

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-262948

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-253431

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-236680

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-229732

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-228246

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-223146

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-216202

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-209831

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-204549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-197498

Under

The Securities Act of 1933

SAGE THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		27-4486580
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
55 Cambridge Parkway Cambridge, Massachusetts		02142
(Address of Principal Executive Offices)		(Zip Code)

Sage Therapeutics, Inc. 2011 Stock Option and Grant Plan, as amended

Sage Therapeutics, Inc. Amended and Restated 2016 Inducement Equity Plan, as amended

Sage Therapeutics, Inc. 2014 Employee Stock Purchase Plan, as amended

Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan

Sage Therapeutics, Inc. 2024 Equity Incentive Plan

(Full title of the plan)

Jack A. Khattar

President and Treasurer

Sage Therapeutics, Inc.

9715 Key West Avenue

Rockville, Maryland 20850

(Name and address of agent for service)

Telephone: (301) 838-2500

(Telephone number, including area code, of agent for service)

Copies to:

Mark I. Gruhin, Esq.

George A. Naya, Esq.

Saul Ewing LLP

1919 Pennsylvania Avenue NW, Suite 550

Washington, DC 20006

Telephone: (202) 333-8800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”), previously filed with the U.S. Securities and Exchange Commission (the “SEC”), is being filed by Sage Therapeutics, Inc., a Delaware corporation (“Sage”), to remove and withdraw from registration all securities registered pursuant to the Registration Statements that remain unissued and unsold:

	·	Registration Statement on Form S-8 (File No. 333-280460), originally filed with the SEC on June 25, 2024, pertaining to the registration of 16,502,166 shares of Sage’s common stock, $0.0001 par value (the “Shares”) under 2024 Equity Incentive Plan.
	·	Registration Statement on Form S-8 (File No. 333-277049), originally filed with the SEC on February 14, 2024, pertaining to the registration of 2,401,745 Shares under Sage’s 2014 Stock Option and Incentive Plan.
	·	Registration Statement on Form S-8 (File No. 333-273754), originally filed with the SEC on August 7, 2023, pertaining to the registration of 500,000 Shares under Sage’s 2014 Employee Stock Purchase Plan.
	·	Registration Statement on Form S-8 (File No. 333-269818), originally filed with the SEC on February 16, 2023, pertaining to the registration of 2,380,365 Shares under Sage’s 2014 Stock Option and Incentive Plan.
	·	Registration Statement on Form S-8 (File No. 333-266455), originally filed with the SEC on August 2, 2022, pertaining to the registration of 300,000 Shares under Sage’s 2014 Employee Stock Purchase Plan.
	·	Registration Statement on Form S-8 (File No. 333-262948), originally filed with the SEC on February 24, 2022, pertaining to the registration of 2,357,482 Shares under Sage’s 2014 Stock Option and Incentive Plan.
	·	Registration Statement on Form S-8 (File No. 333-253431), originally filed with the SEC on February 24, 2021, pertaining to the registration of 2,332,336 Shares under Sage’s 2014 Stock Option and Incentive Plan.

	·	Registration Statement on Form S-8 (File No. 333-236680), originally filed with the SEC on February 27, 2020, pertaining to the registration of 2,075,087 Shares under Sage’s 2014 Stock Option and Incentive Plan.
	·	Registration Statement on Form S-8 (File No. 333-229732), originally filed with the SEC on February 19, 2019, pertaining to the registration of 1,875,530 Shares under Sage’s 2014 Stock Option and Incentive Plan.
	·	Registration Statement on Form S-8 (File No. 333-228246), originally filed with the SEC on November 07, 2018, pertaining to the registration of 1,200,000 Shares under Sage’s Amended and Restated 2016 Inducement Equity Plan.
	·	Registration Statement on Form S-8 (File No. 333-223146), originally filed with the SEC on February 22, 2018, pertaining to the registration of 1,680,117 Shares under Sage’s 2014 Stock Option and Incentive Plan.
	·	Registration Statement on Form S-8 (File No. 333-216202), originally filed with the SEC on February 23, 2017, pertaining to the registration of 2,000,000 Shares under Sage’s 2016 Inducement Equity Plan and 1,488,886 Shares under Sage’s 2014 Stock Option and Incentive Plan.
	·	Registration Statement on Form S-8 (File No. 333-209831), originally filed with the SEC on February 29, 2016, pertaining to the registration of 1,154,653 Shares under Sage’s 2014 Stock Option and Incentive Plan.
	·	Registration Statement on Form S-8 (File No. 333-204549), originally filed with the SEC on May 29, 2015, pertaining to the registration of 773,779 Shares under Sage’s 2014 Stock Option and Incentive Plan.
	·	Registration Statement on Form S-8 (File No. 333-197498), originally filed with the SEC on July 18, 2014 pertaining to the registration of 1,880,453 Shares under Sage’s 2011 Stock Option and Grant Plan, 1,768,508 Shares under Sage’s 2014 Stock Option and Incentive Plan and 282,000 Shares under Sage’s 2014 Employee Stock Purchase Plan.

On July 31, 2025, pursuant to that certain Agreement and Plan of Merger, dated as of June 13, 2025, by and among Sage, Supernus Pharmaceuticals, Inc., a Delaware corporation (“Supernus”), and Saphire, Inc., a Delaware corporation and wholly owned subsidiary of Supernus (“Purchaser”), Purchaser merged with and into Sage (the “Merger”), with Sage surviving the Merger as a wholly owned subsidiary of Supernus.

As a result of the Merger, Sage has terminated all offerings of Sage’s securities. In accordance with undertakings made by Sage in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold or not yet issued at the termination of the offering, Sage hereby removes from registration all such securities of Sage registered pursuant to the Registration Statements that remain unsold or not yet issued as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Sage certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rockville, State of Maryland, on August 1, 2025.

	SAGE THERAPEUTICS, INC.
	By:	/s/ Jack A. Khattar
	Name:	Jack A. Khattar
	Title:	President and Treasurer

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

How much capital will Orchestra BioMed (OBIO) raise in the 424B5 offering?

The company is selling 9.41 M shares and 5.14 M pre-funded warrants at $2.75, generating $40.0 M gross and about $36.7 M net.

What is the purpose of the new funds raised by OBIO?

Net proceeds will fund the AVIM BACKBEAT pivotal trial, the Virtue SAB IDE coronary ISR study, additional R&D, and general corporate needs.

What are the key terms of the Medtronic $20 M loan to OBIO?

The secured note accrues 11% interest, matures April 27 2031, and auto-converts into a 15% revenue share (capped at $40 M) upon FDA approval of an AVIM-enabled Medtronic pacemaker.

How does Ligand participate in OBIO’s financing?

Ligand will pay $35 M for a tiered 17–4% revenue interest and receives a warrant for 2 M OBIO shares; it also buys $5 M of stock in a private placement.

What is OBIO’s cash position after the financing and how long is the runway?

Preliminary cash was $33.9 M on 30 Jun 2025; management expects the combined deals to fund operations into Q3 2027.