Securities Registration: Employee Benefit Plan (s-8)
February 27 2020 - 7:32AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 27, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SAGE THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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27-4486580
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Sage Therapeutics, Inc.
215 First Street
Cambridge, MA 02142
(Address of Principal Executive Offices)
Sage Therapeutics, Inc.
2014 Stock Option and Incentive Plan
(Full Title of the Plans)
Jeffrey M. Jonas, M.D.
President and Chief Executive Officer
Sage Therapeutics, Inc.
215 First Street
Cambridge, MA 02142
(617) 299-8380
(Name and Address of Agent For Service)
Copy to:
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Anne Marie Cook
Senior Vice President, General Counsel
Sage Therapeutics, Inc.
215 First Street
Cambridge, MA 02142
(617)
299-8380
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Mitchell S. Bloom, Esq.
Laurie A. Burlingame, Esq.
Goodwin Procter LLP
100
Northern Avenue
Boston, MA 02210
(617) 570-1000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, 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.:
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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2,075,087 shares(3)
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$65.67
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$136,270,963.29
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$17,687.98
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
registration statement shall also cover any additional shares of common stock, $0.0001 par value per share (Common Stock) which become issuable under the Registrants 2014 Stock Option and Incentive Plan (the Plan) by
reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrants outstanding shares of Common Stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act, and based on the average of the high and low sale prices of the Registrants Common Stock, as quoted on the Nasdaq Global Market, on February 25, 2020.
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(3)
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Represents an automatic increase to the number of shares available for issuance under the Plan, effective
January 1, 2020. Shares available for issuance under the Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on July 18, 2014
(Registration No. 333-197498), May 29, 2015 (Registration No. 333-204549), February 29, 2016 (Registration
No. 333-209831), February 23, 2017 (Registration No. 333-216202), February 22, 2018 (Registration
No. 333-223146) and February 19, 2019 (Registration No. 333-229732).
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EXPLANATORY NOTE
This Registration Statement on Form S-8 registers additional shares of Common Stock under the Plan. The number of
shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1 by an amount equal to four percent of the number of shares of Common Stock issued and outstanding on the
immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the Plan). Accordingly, on January 1, 2020, the number of shares of Common Stock reserved and available for
issuance under the Plan increased by 2,075,087. This Registration Statement registers these additional 2,075,087 shares of Common Stock. The additional shares are of the same class as other securities relating to the Plan for which the
Registrants registration statement filed on Form S-8 (Registration No. 333-197498) on July 18, 2014, is effective. The information contained in the
Registrants registration statement filed on Form S-8 (Registration
No. 333-197498) on July 18, 2014 is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index below for a
list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
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Exhibit
No.
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Description
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4.1
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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrants Registration Statement on Form S-1, as amended (File No. 333-196849) filed on July 8, 2014)
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4.2
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Fifth Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.2 of
the Registrants Registration Statement on Form S-1, as amended (File No. 333-196849) filed on July 8, 2014)
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4.3
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Amended and Restated Bylaws (incorporated by reference of Exhibit 3.4 of the Registrants Registration Statement on Form S-1, as amended (File No. 333-196849) filed on July 8, 2014)
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4.4
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Second Amended and Restated Investors Rights Agreement by and among the Registrant and certain of its stockholders dated March
11, 2014 (incorporated by reference to Exhibit 4.2 of the Registrants Registration Statement on Form S-1, as amended (File No. 333-196849) filed on July
8, 2014)
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5.1*
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Opinion of Goodwin Procter LLP
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23.1*
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
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23.2*
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Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included on signature page)
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99.1
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2014 Stock Option and Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-196849) filed on July 8, 2014)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of
Massachusetts on the 27th day of February, 2020.
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SAGE THERAPEUTICS, INC.
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By:
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/s/ Jeffrey M. Jonas
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Jeffrey M. Jonas, M.D.
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Chief Executive Officer, President
and
Director
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Sage Therapeutics, Inc., hereby severally constitute and appoint Jeffrey M. Jonas and Kimi Iguchi, and each of
them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each
of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any
of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated below.
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Signature
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Title
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Date
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/s/ Jeffrey M. Jonas
Jeffrey M. Jonas, M.D.
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Chief Executive Officer, President and Director
(Principal Executive Officer)
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February 27, 2020
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/s/ Kimi Iguchi
Kimi Iguchi
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Chief Financial Officer
(Principal Financial
and Accounting Officer)
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February 27, 2020
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/s/ Michael F. Cola
Michael F. Cola
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Director
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February 27, 2020
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/s/ Steven Paul
Steven Paul, M.D.
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Director
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February 27, 2020
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/s/ Kevin P. Starr
Kevin P. Starr
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Director
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February 27, 2020
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/s/ James Frates
James Frates
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Director
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February 27, 2020
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/s/ Geno Germano
Geno Germano
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Director
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February 27, 2020
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/s/ Asha Nayak
Asha Nayak, M.D., Ph.D.
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Director
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February 27, 2020
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/s/ Elizabeth Barrett
Elizabeth Barrett
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Director
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February 27, 2020
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/s/ George Golumbeski
George Golumbeski, Ph.D.
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Director
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February 27, 2020
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