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): July 15, 2016
Sage Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-36544 | 27-4486580 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 215 First Street Cambridge, MA |
02142 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 15, 2016, Sage Therapeutics, Inc. (the “Company”) elected Geno Germano to the Board of Directors of the Company. Mr. Germano was elected as a Class I director, and will serve until the Company’s annual meeting of stockholders in 2018 or until his successor is duly elected and qualified or his earlier resignation or removal.
Mr. Germano is currently the President of Intrexon Corporation (NYSE: XON), having held that position since June 2016. Mr. Germano previously served as Group President, Global Innovative Pharma Business at Pfizer Inc. (NYSE: PFE), a global pharmaceutical corporation, from 2014 to February 2016, and as President and General Manager, Specialty Care and Oncology at Pfizer from 2009 through 2013. Prior to that, he held various senior leadership positions at Wyeth Pharmaceuticals (NYSE: AHP) and Johnson & Johnson (NYSE: JNJ). He is a member of the Group of Fifty (G50) and serves on the Board of the Biotechnology Innovation Organization, as well as on the Advisory Board of the Healthcare Businesswomen’s Association and as a Trustee of the Albany College of Pharmacy, where he received his B.S. in Pharmacy. Mr. Germano’s qualifications to sit on the Board of Directors of the Company include his extensive experience working for various pharmaceutical and biotechnology companies.
As a non-employee director, Mr. Germano will receive cash and equity compensation paid by the Company pursuant to its non-employee director compensation program. There are no arrangements or understandings between Mr. Germano and any other person pursuant to which Mr. Germano was selected as a director, and there are no transactions between Mr. Germano and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On July 19, 2016, the Company issued a press release announcing the election of Mr. Germano to the Board of Directors of the Company. A copy of the press release is filed herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Sage Therapeutics, Inc. on July 19, 2016. | |
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: July 21, 2016 | SAGE THERAPEUTICS, INC. | |||||
| By: | /s/ Anne Marie Cook | |||||
| Anne Marie Cook | ||||||
| Senior Vice President, General Counsel | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release issued by Sage Therapeutics, Inc. on July 19, 2016. | |
Exhibit 99.1
Sage Appoints Geno Germano to Company’s Board of Directors
CAMBRIDGE, Mass., July 19, 2016 — Sage Therapeutics (NASDAQ:SAGE), a clinical-stage biopharmaceutical company developing novel medicines to treat life-altering central nervous system disorders, announced today that Geno Germano has been appointed to Sage’s Board of Directors.
“The Sage team is excited to welcome Mr. Germano to our Board,” said Jeff Jonas, M.D., Chief Executive Officer of Sage. “Mr. Germano’s clear passion for creating medicines that significantly improve patients’ lives is a perfect fit with Sage’s vision and culture. Geno is an experienced and capable senior executive in the life sciences industry whose commercial expertise and experience in organizational scaling will be invaluable to Sage.”
Geno Germano was recently appointed President of Intrexon, a leader in synthetic biology, effective June 1, 2016. As President, Mr. Germano is responsible for leading Intrexon’s management team and commercialization efforts utilizing the Company’s technology platform for biologically-based solutions across a broad range of industries including Health, Consumer, Energy, Environment and Food.
Mr. Germano has over 30 years of experience in the pharmaceutical industry and a consistent track record of improving operating performance and increasing shareholder value across numerous leadership roles in multiple therapeutic categories and global markets at Pfizer, Wyeth and Johnson & Johnson. Prior to joining Intrexon, he was Group President of Pfizer’s Global Innovative Pharma Business, where he led a growing global $14 billion business with market-leading medicines and an extensive portfolio of late-stage development candidates in several therapeutic areas including cardiovascular, metabolic disease, neuroscience, inflammation, immunology, and rare diseases. Mr. Germano was also Co-Chair of the Portfolio Strategy and Investment Committee focused on maximizing the return on research and development investment across the Pfizer portfolio. Previously, Mr. Germano served as President and General Manager of Pfizer’s Specialty Care and Oncology business units where he led commercial, medical, and post proof-of-concept pipeline strategy and development across global markets, as well as held responsibility for driving P&L growth and pipeline value through disciplined portfolio management. In addition, while in this role he directed the integration of Wyeth and Pfizer Specialty Care and Vaccines Businesses and developed top talent within the organization focusing on the leadership team.
Prior to joining Pfizer, Mr. Germano held numerous executive and leadership roles at Wyeth Pharmaceuticals including President of Wyeth U.S., where he was responsible for delivery of operational results across four business units, as well as President of its Global Pharmaceutical and Women’s Healthcare Business. He is a member of the Group of Fifty (G50) and serves on the Board of the Biotechnology Innovation Organization, as well as on the Advisory Board of the Healthcare Businesswomen’s Association and as a Trustee of the Albany College of Pharmacy where he received his Bachelor of Science degree in Pharmacy.
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, SAGE-547, is in Phase 3 clinical development for super-refractory status epilepticus, a rare and severe seizure disorder, and is being developed for severe PPD. Sage is developing its next generation modulators, including SAGE-217, SAGE-689 and SAGE-718, with a focus on acute and chronic CNS disorders. For more information, please visit www.sagerx.com.
Investor Contact:
Paul Cox, Sage Therapeutics
paul.cox@sagerx.com
617-299-8377
Media Contact:
Maureen L. Suda, Suda Communications LLC
maureen.suda@sagerx.com
585-387-9248