Item 1.01 Entry into a Material Definitive Agreement
On February 25, 2019, Sage Therapeutics, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC (the “Underwriters”), pursuant to which the Underwriters agreed to purchase 3,333,334 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (“Common Stock”). The offering price to the public is $150.00 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement at a price per share of $146.42 per share. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option exercisable for 30 days to purchase up to an additional 500,000 shares of Common Stock at the same price per share as the Shares. The net proceeds to the Company from the sale of the Common Stock, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, will be approximately $488 million. The Company intends to use the net proceeds from this offering for general corporate purposes, including clinical trials of its product candidates. The offering is expected to close on February 27, 2019, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement includes customary representations, warranties and covenants by the Company and customary conditions to closing, obligations of the parties and termination provisions. Additionally, under the terms of the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Underwriters may be required to make in respect of these liabilities.
The offering was made pursuant to the Company’s effective shelf registration statement on Form S-3ASR (FileNo. 333-228879), including the prospectus dated December 18, 2018, as supplemented by a prospectus supplement dated February 25, 2019.
The foregoing is only a brief description of the terms of the Underwriting Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Current Report on Form8-K and incorporated by reference herein. The legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 to this Current Report on Form8-K.
Item 8.01 Other Events.
On February 25, 2019, the Company issued a press release announcing the offering and on February 25, 2019, the Company issued a press release announcing the pricing of the offering. Copies of these press releases are attached hereto as Exhibits 99.1 and 99.2, respectively, and are each incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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