Current Report Filing (8-k)
March 20 2019 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 19, 2019
Sage Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-36544
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27-4486580
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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215 First Street
Cambridge, MA
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02142
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
(617) 299-8380
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
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 13(a) of the Exchange
Act. ☐
Item 8.01 Other Events.
On March 19, 2019, Sage Therapeutics, Inc. (the Company) issued a press release announcing that the United States Food and Drug Administration
(FDA) has approved the Companys lead product, ZULRESSO (brexanolone) injection, for the treatment of postpartum depression. The Company anticipates launching ZULRESSO in late June following scheduling by the U.S. Drug
Enforcement Administration, which is expected to occur within 90 days of FDA approval. ZULRESSO will be available only through certified healthcare settings under a Risk Evaluation and Mitigation Strategy (REMS) called the ZULRESSO REMS. The
goal of the REMS is to mitigate the risk of serious harm resulting from excessive sedation and sudden loss of consciousness during the ZULRESSO infusion. The full text of the press release issued in connection with this announcement is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The initial list price for ZULRESSO in the United States will be $7,450 per vial,
resulting in a projected average course of therapy cost of $34,000 per patient before discounts based on an assumption of an average of 4.5 vials used per patient. The actual number of vials used and resulting cost of therapy per patient before
discounts will vary from patient to patient and healthcare setting to healthcare setting. Given this variability, our assumptions as to the average number of vials used per patient and our projections as to average cost of a course of therapy per
patient without discounts may prove not to have been correct, and the actual numbers in any period may differ from our expectations and estimates.
Cautionary note on forward-looking statements
Various
statements in this report concerning Sages future expectations, plans and prospects, including without limitation: our expectations regarding scheduling and future availability of ZULRESSO in the treatment of PPD and our projections as to
average number of vials used per patient and average cost of a course of therapy per patient without discounts, constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are neither promises nor guarantees of future performance, and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those
contemplated in these forward-looking statements, including the risks that: Drug Enforcement Administration scheduling and our launch of ZULRESSO may not occur on the timelines we expect; we may encounter issues, delays or other challenges in
launching ZULRESSO; sites may use on average fewer or more vials per patient than we expect and the average course of therapy cost may be different than we expect; as well as those risks more fully discussed in the section entitled Risk
Factors in our most recent Annual Report on
Form 10-K
filed with the Securities and Exchange Commission (SEC), and discussions of potential risks, uncertainties, and other important factors in our
subsequent filings with the SEC. In addition, any forward-looking statements represent our views only as of today, and should not be relied upon as representing our views as of any subsequent date. We explicitly disclaim any obligation to update any
forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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SAGE THERAPEUTICS, INC.
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Date: March 20, 2019
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By:
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/s/ Jennifer Fitzpatrick
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Jennifer Fitzpatrick
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Vice President, Corporate Counsel
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