Sage Therapeutics Prices Public Offering of Common Stock
November 14 2017 - 9:00PM
Business Wire
Sage Therapeutics (Nasdaq: SAGE), a clinical-stage
biopharmaceutical company developing novel medicines to treat
life-altering central nervous system (CNS) disorders, today
announced the pricing of an underwritten public offering of
3,529,411 shares of its common stock at a public offering price of
$85.00 per share. The gross proceeds to Sage Therapeutics from the
offering, before deducting the underwriting discounts and
commissions and other estimated offering expenses, are expected to
be approximately $300.0 million. The offering is expected to close
on or about November 17, 2017, subject to the satisfaction of
customary closing conditions. In addition, Sage has granted the
underwriters a 30-day option to purchase up to an additional
529,411 shares of its common stock.
J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and
Morgan Stanley are acting as joint book-running managers for the
offering. Cowen and Company, LLC and Leerink Partners LLC are
serving as lead managers. The offering is subject to market and
other conditions, and there can be no assurance as to whether or
when the offering may be completed, or as to the actual size or
terms of the offering.
The shares are being offered by Sage pursuant to an
automatically effective shelf registration statement on Form S-3
that was previously filed with the Securities and Exchange
Commission (SEC). A preliminary prospectus supplement relating to
and describing the terms of the offering was filed with the SEC on
November 13, 2017. The final prospectus supplement relating to the
offering will be filed with the SEC and will be available on the
SEC’s web site at www.sec.gov.
When available, copies of the final prospectus supplement and
the accompanying prospectus relating to these securities may also
be obtained by contacting one of the following: J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717 or by telephone at
866-803-9204; Goldman Sachs & Co. LLC at Prospectus Department,
200 West Street, New York, New York 10282, by telephone at
866-471-2526, by facsimile at 212-902-9316 or by e-mail at
prospectusgroup-ny@ny.email.gs.com; or Morgan Stanley & Co. LLC
at Prospectus Department, 180 Varick Street, 2nd Floor, New York,
NY 10014.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of,
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state or
jurisdiction.
About Sage Therapeutics
Sage Therapeutics is a clinical-stage biopharmaceutical company
committed to developing novel medicines to transform the lives of
patients with life-altering central nervous system (CNS) disorders.
Sage has a portfolio of novel product candidates targeting critical
CNS receptor systems, GABA and NMDA. Sage's lead program, a
proprietary IV formulation of brexanolone (SAGE-547), has completed
two Phase 3 clinical trials in postpartum depression. Sage is
developing its next generation modulators, including SAGE-217 and
SAGE-718, in various CNS disorders.
Forward-Looking Statements
Various statements in this release concerning Sage's future
expectations, plans and prospects, including without limitation,
Sage's expectations regarding the timing and completion of its
proposed public offering of its common stock, and Sage's plans with
respect to its product candidates and other activities, constitute
forward-looking statements for the purposes of the safe harbor
provisions under 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 Sage's control,
which could cause actual results to differ materially from those
indicated by these forward-looking statements, including, without
limitation: the uncertainties related to market conditions and
Sage's ability to complete the public offering on accepted terms or
at all; the risk that Sage may not be able to satisfy the customary
closing conditions related to the proposed offering; the potential
that Sage’s completed, ongoing and future clinical and non-clinical
data may not be sufficient to file for or gain regulatory approval
to launch and commercialize its product candidates; the potential
that future pre-clinical and clinical results may be negative or
may not support further development of Sage's product candidates or
that Sage may not be able to successfully demonstrate the efficacy
and safety of its product candidates at each stage of development
in a manner sufficient to obtain approval; the risk that actions or
decisions of regulatory agencies may affect the initiation, timing
and progress of clinical trials; the potential for unexpected
adverse events in the conduct of one of Sage's clinical trials to
impact its ability to continue the clinical trial or further
development of a product candidate; the risk that Sage may
encounter other unexpected hurdles or issues in the development and
manufacture of its product candidates that may impact its timing or
progress, as well as those risks more fully discussed in the
section entitled "Risk Factors" in Sage's most recent quarterly
report on Form 10-Q, as well as discussions of potential risks,
uncertainties, and other important factors in Sage's subsequent
filings with the Securities and Exchange Commission. In addition,
any forward-looking statements represent Sage's views only as of
today and should not be relied upon as representing its views as of
any subsequent date. Sage explicitly disclaims any obligation to
update any forward-looking statements.
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version on businesswire.com: http://www.businesswire.com/news/home/20171114006785/en/
Investor Contact:Sage TherapeuticsPaul Cox,
617-299-8377paul.cox@sagerx.comorMedia Contact:Suda
Communications LLCMaureen L. Suda,
585-355-1134maureen.suda@sagerx.com
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