UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
As previously announced, on November 27, 2020 (the “Agreement Date”), Sage Therapeutics, Inc. (the “Company”) entered into a Collaboration and License Agreement (the “Collaboration Agreement”) with Biogen MA Inc. (“BIMA”) and Biogen International GmbH (together with BIMA, “Biogen”) and into a stock purchase agreement (the “Stock Purchase Agreement”) with BIMA. In accordance with its terms, the Collaboration Agreement became effective on December 28, 2020, the date that the parties received clearance for the proposed transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
On December 31, 2020, the Company received an $875.0 million upfront fee from Biogen pursuant to the Collaboration Agreement and issued and sold 6,241,473 shares of its common stock to BIMA pursuant to the Stock Purchase Agreement at a price of approximately $104.14 per share, a premium of 40% over the volume-weighted average share price for the 30 days ending on the day prior to the Agreement Date, for an aggregate purchase price of $650.0 million.
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.
| Date: December 31, 2020 | SAGE THERAPEUTICS, INC. | |||||
| By: | /s/ Jennifer Fitzpatrick | |||||
| Jennifer Fitzpatrick | ||||||
| Vice President, Corporate Counsel | ||||||