As filed with the Securities and Exchange Commission on February 19, 2019
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, MA 02142
(Address of Principal Executive Offices)
Sage Therapeutics, Inc.
2014 Stock Option and Incentive Plan
(Full Title of the Plans)
Jeffrey M. Jonas, M.D.
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 |
Mitchell S. Bloom, Esq. Laurie A. Burlingame, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, MA 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.:
| 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 |
1,875,530 shares(3)
|
$158.48 | $297,233,994.40 | $36,025.00 | ||||
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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, $0.0001 par value per share (“Common Stock”) which become issuable under the Registrant’s 2014 Stock Option and Incentive Plan (the “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 Rules 457(c) and 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 February 15, 2019. |
| (3) | Represents an automatic increase to the number of shares available for issuance under the Plan, effective January 1, 2019. Shares available for issuance under the Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on July 18, 2014 (Registration No. 333-197498), May 29, 2015 (Registration No. 333-204549), February 29, 2016 (Registration No. 333-209831), February 23, 2017 (Registration No. 333-216202), and February 22, 2018 (Registration No. 333-223146). |
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers additional shares of Common Stock under the Plan. The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1 by an amount equal to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the Plan). Accordingly, on January 1, 2019, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 1,875,530. This Registration Statement registers these additional 1,875,530 shares of Common Stock. The additional shares are of the same class as other securities relating to the Plan for which the Registrant’s registration statement filed on Form S-8 (Registration No. 333-197498) on July 18, 2014, is effective. The information contained in the Registrant’s registration statement filed on Form S-8 (Registration No. 333-197498) on July 18, 2014 is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
| * | Filed herewith. |
SIGNATURES
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 19th day of February, 2019.
| SAGE THERAPEUTICS, INC. | ||
| By: | /s/ Jeffrey M. Jonas | |
| Jeffrey M. Jonas, M.D. | ||
| 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 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) |
February 19, 2019 | ||
| /s/ Kimi Iguchi Kimi Iguchi |
Chief Financial Officer (Principal Financial and Accounting Officer) |
February 19, 2019 | ||
| /s/ Michael F. Cola Michael F. Cola |
Director | February 19, 2019 | ||
| /s/ Steven Paul Steven Paul, M.D. |
Director | February 19, 2019 | ||
| /s/ Kevin P. Starr Kevin P. Starr |
Director | February 19, 2019 | ||
| /s/ James Frates James Frates |
Director | February 19, 2019 | ||
| /s/ Geno Germano Geno Germano |
Director | February 19, 2019 | ||
| /s/ Asha Nayak Asha Nayak, M.D., Ph.D. |
Director | February 19, 2019 | ||
| /s/ Elizabeth Barrett Elizabeth Barrett |
Director | February 19, 2019 | ||
| /s/ George Golumbeski George Golumbeski, Ph.D. |
Director | February 19, 2019 | ||