As filed with the Securities and Exchange Commission on November 7, 2018
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)
| Delaware | 27-4486580 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
Sage Therapeutics, Inc.
215 First Street
Cambridge, Massachusetts 02142
(Address of Principal Executive Offices)
Sage Therapeutics, Inc.
Amended and Restated 2016 Inducement Equity Plan
(Full Title of the Plan)
Jeffrey M. Jonas, M.D.
President and Chief Executive Officer
Sage Therapeutics, Inc.
215 First Street
Cambridge, Massachusetts 02142
(617) 299-8380
(Name and Address of Agent For Service)
Copy to:
| Anne Marie Cook Senior Vice President, General Counsel Sage Therapeutics, Inc. 215 First Street Cambridge, Massachusetts 02142 (617) 299-8380 |
Mitchell S. Bloom, Esq. Laurie A. Burlingame, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 |
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. (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ |
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 |
Amount to be Registered(1) |
Proposed Maximum Offering Price per Share(2) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
| Common Stock, $0.0001 par value per share |
1,200,000 shares(3) | $123.67 | $148,404,000 | $17,986.57 | ||||
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| (1) | 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 which become issuable under the Registrant’s Amended and Restated 2016 Inducement Equity Plan (the “2016 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 Registrant’s outstanding shares of common stock. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s common stock, as quoted on the Nasdaq Global Market, on November 6, 2018. |
| (3) | Represents an increase in the number of shares of common stock available for issuance under the 2016 Plan, effective September 20, 2018. Shares available for issuance under the 2016 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on February 23, 2017 (Registration No. 333-216202). |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed for the purposes of registering 1,200,000 additional shares of common stock, par value $0.0001 per share (“Common Stock”) of Sage Therapeutics, Inc. (the “Registrant”) that may be issued pursuant to equity awards granted pursuant to the Sage Therapeutics, Inc. Amended and Restated 2016 Inducement Equity Plan (the “2016 Plan”). On September 20, 2018, the number of shares of Common Stock reserved and available for issuance under the 2016 Plan increased by 1,200,000. This Registration Statement registers these additional 1,200,000 shares of Common Stock. The additional shares are of the same class as other securities relating to the 2016 Plan for which the Registrant’s registration statement filed on Form S-8 (Registration No. 333-216202) on February 23, 2017, is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-216202) is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
See below for a list of exhibits filed as part of this registration statement on Form S-8.
| * | Filed herewith. |
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 7th day of November, 2018.
| SAGE THERAPEUTICS, INC. | ||
| By: | /s/ Jeffrey M. Jonas | |
| Jeffrey M. Jonas, M.D. | ||
| Chief Executive Officer, President and Director (Principal Executive Officer) | ||
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.
| Signature | Title | Date | ||
| /s/ Jeffrey M. Jonas Jeffrey M. Jonas, M.D. |
Chief Executive Officer, President and Director (Principal Executive Officer) |
November 7, 2018 | ||
| /s/ Kimi Iguchi Kimi Iguchi |
Chief Financial Officer (Principal Financial and Accounting Officer) |
November 7, 2018 | ||
| /s/ Michael F. Cola Michael F. Cola |
Director |
November 7, 2018 | ||
| /s/ Steven Paul Steven Paul, M.D. |
Director |
November 7, 2018 | ||
| /s/ Kevin P. Starr Kevin P. Starr |
Director |
November 7, 2018 | ||
| /s/ James Frates James Frates |
Director |
November 7, 2018 | ||
| /s/ Geno Germano Geno Germano |
Director |
November 7, 2018 | ||
| /s/ Asha Nayak Asha Nayak |
Director |
November 7, 2018 | ||
Exhibit 5.1
November 7, 2018
Sage Therapeutics, Inc.
215 First Street, Cambridge, MA 02142
| Re: | Securities Being Registered under Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 1,200,000 shares of Common Stock (the “Shares”), $0.0001 par value per share, of Sage Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s Amended and Restated 2016 Inducement Equity Plan (the “Plan”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/S/ GOODWIN PROCTER LLP
GOODWIN PROCTER LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 22, 2018 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in Sage Therapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
November 6, 2018