As filed with the Securities and Exchange Commission on August 2, 2022
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.) |
215 First Street
Cambridge, MA 02142
(Address of Principal Executive Offices)
Sage Therapeutics, Inc. 2014 Employee Stock Purchase Plan
(Full Title of the Plans)
Barry E. Greene
President and Chief Executive Officer
Sage Therapeutics, Inc.
215 First Street
Cambridge, MA 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, MA 02142
(617) 299-8380
Stuart M. Falber, Esq.
Rosemary G. Reilly, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
(617) 526-6000
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.
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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to an aggregate of 300,000 shares of common stock, par value $0.0001 per share (“Common Stock”), issuable under the Sage Therapeutics, Inc. (the “Registrant”) 2014 Employee Stock Purchase Plan, as amended (the “2014 Plan”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-197498, filed by the Registrant with the Securities and Exchange Commission on July 18, 2014, relating to the 2014 Plan, except to the extent amended or superseded by the contents hereof.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
* | 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 2nd day of August, 2022.
SAGE THERAPEUTICS, INC. | ||
By: | /s/ Barry E. Greene | |
Barry E. Greene | ||
Chief Executive Officer, President and Director |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Sage Therapeutics, Inc., hereby severally constitute and appoint Barry E. Greene 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/ Barry E. Greene | Chief Executive Officer, President and Director | August 2, 2022 | ||
Barry E. Greene | (Principal Executive Officer) | |||
/s/ Kimi Iguchi | Chief Financial Officer | August 2, 2022 | ||
Kimi Iguchi | (Principal Financial and Accounting Officer) | |||
/s/ Michael F. Cola | Director | August 2, 2022 | ||
Michael F. Cola | ||||
/s/ Steven Paul | Director | August 2, 2022 | ||
Steven Paul, M.D. | ||||
/s/ Kevin P. Starr | Director | August 2, 2022 | ||
Kevin P. Starr | ||||
/s/ James M. Frates | Director | August 2, 2022 | ||
James M. Frates | ||||
/s/ Geno Germano | Director | August 2, 2022 | ||
Geno Germano | ||||
/s/ Jeffrey M. Jonas | Director | August 2, 2022 | ||
Jeffrey M. Jonas, M.D. | ||||
/s/ Elizabeth Barrett | Director | August 2, 2022 | ||
Elizabeth Barrett | ||||
/s/ George Golumbeski | Director | August 2, 2022 | ||
George Golumbeski, Ph.D. |