As filed with the Securities and Exchange Commission on November 7, 2018
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAGE THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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| 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:
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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, anon-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 Rule12b-2 of the Exchange Act. (Check one):
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| 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 FormS-8 filed with the Securities and Exchange Commission on February 23, 2017 (RegistrationNo. 333-216202). |
