View:
United States securities and exchange commission logo
January 29, 2024
Barry E. Greene
President and Chief Executive Officer
Sage Therapeutics, Inc.
215 First Street
Cambridge, Massachusetts 02142
Re: Sage Therapeutics,
Inc.
Schedule TO-I filed
January 23, 2024
File No. 005-88275
Dear Barry E. Greene:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Schedule TO-I filed January 23, 2024
IMPORTANT, page 4
1. We note the following
statement: We are not making this Offer to, nor will we accept
any election to
exchange options from or on behalf of, Eligible Holders in any jurisdiction
in which this Offer or
the acceptance of any election to exchange options would not be in
compliance with the
laws of that jurisdiction. However, we may, at our discretion, take
any actions necessary
or desirable for us to make this Offer to option holders in any such
jurisdiction. While
offer materials need not be disseminated into jurisdictions where such
a distribution would be
impermissible, please remove the implication that tendered
options will not be
accepted from all Eligible Holders. See Rule 13e-4(f)(8)(i) and
guidance in Section
II.G.1 of Exchange Act Release No. 34-58597 (September 19, 2008).
Please also make any
conforming changes to similar statements throughout the Offer to
Purchase.
Summary Term Sheet, page 6
Barry E. Greene
FirstName LastNameBarry E. Greene
Sage Therapeutics, Inc.
Comapany
January 29,NameSage
2024 Therapeutics, Inc.
January
Page 2 29, 2024 Page 2
FirstName LastName
2. We note your disclosure on page 16 that even if you accept tendered
options, in the event
you are prohibited by applicable law or regulation from doing so, you
will not grant
Replacement Options if at all, until all necessary government
approvals have been
obtained. Please clarify whether the Eligible Options tendered
would remain outstanding
under these circumstances.
Forward-Looking Satements, page 17
3. We note the reference to the Private Securities Litigation Reform Act
of 1995. Please
note that the safe harbor provisions for forward-looking statements
contained in the
federal securities laws do not apply to statements made in connection
with a tender offer.
See Section 21E(b)(2)(C) of the Securities Exchange Act of 1934.
Please revise
accordingly.
Risk Factors, page 18
4. We note your disclosure on page 16 that Replacement Options will be
unvested when
granted regardless of whether the applicable exchanged Eligible
Options were vested.
Please include a risk factor addressing the possibility that
previously vested options would
become unvested and options could take longer to vest.
Procedures for Electing to Exchange Options, page 23
5. Refer to the following disclosure on page 25 of the Offer to Exchange:
Subject to Rule
13e-4 under the Exchange Act, we also reserve the right to waive any
of the conditions of
the Offer or any defect or irregularity in any surrender with respect
to any particular
Eligible Options or any particular eligible employee. Please revise
to avoid the
implication that you may waive a condition of the offer as to one or
some Eligible
Employees, rather than generally waiving such offer condition. All
conditions to the Offer
must apply uniformly to all Eligible Employees.
Conditions of this Offer, page 28
6. On page 28, you have included a condition that will be triggered by
any general
suspension of trading in, or limitation on prices for, securities on
any national securities
exchange or in the over-the-counter market. Please revise to
explain what would be
considered a limitation on prices for securities on any national
securities exchange or in
the over-the-counter market, or delete.
7. You have included a condition that will be triggered by the
commencement or escalation
of a war, armed hostilities or other similar international or national
crisis directly or
indirectly involving the U.S. (emphasis added). The broad wording
of this offer condition
may raise illusory offer concerns under Regulation 14E. Please revise
to narrow or qualify
this condition by explaining what would constitute indirect
involvement of the United
States, or delete this language.
Barry E. Greene
Sage Therapeutics, Inc.
January 29, 2024
Page 3
8. Refer to the following statement made on page 29: We may waive [the
conditions], in
whole or in part, at any time and from time to time prior to the Offer
Expiration Date. If
an offer condition is triggered while the offer is pending, in
our view, the offeror must
promptly inform security holders whether it will assert the condition
and terminate the
offer, or waive it and continue. Reserving the right to waive a
condition at any time and
from time to time may be inconsistent with your obligation in this
regard. Please confirm
in your response letter that you will promptly notify Eligible
Employees if a condition is
triggered while the Offer is pending.
Interests of Directors, Officers and Affiliates; Transactions and Arrangements
Concerning our
Securities, page 32
9. Please revise the Offering Memorandum or Schedule TO to provide the
information
required by Item 1008(a) of Regulation M-A for each person named in
response to Item
1003(a) of Regulation M-A and by each associate and majority-owned
subsidiary of those
persons, if applicable.
General
10. Disclose that tendered options may be withdrawn at any time after the
expiration of
40 business days from the commencement of the tender offer, if not yet
accepted
for payment. See Rule 13e-4(f)(2).
11. The cross reference in Item 7(b) of Schedule TO to Section 6 of the
Offer to
Exchange appears to be inappropriate, as Section 6 of the Offer to
Exchange sets forth the
conditions to the consummation of the Offer rather than material
conditions, if any, to any
financing of consideration to be provided in the Offer. See Item
1007(b) of Regulation M-
A. Please revise.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk at 202-551-3263 or Laura
McKenzie at
202-551-4568.
FirstName LastNameBarry E. Greene Sincerely,
Comapany NameSage Therapeutics, Inc.
Division of
Corporation Finance
January 29, 2024 Page 3 Office of Mergers
& Acquisitions
FirstName LastName