Form 8-K - Current report

DE false 0001597553 0001597553 2024-01-31 2024-01-31

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): January 31, 2024

 

 

Sage Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE		001-36544		27-4486580
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

215 First Street Cambridge, MA		02142
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code [phone]

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SAGE		The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

On January 31, 2024, Sage Therapeutics, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of December 15, 2023, the record date for the Special Meeting, there were 60,032,854 outstanding shares of the Company’s common stock. A total of 48,984,321 shares of the Company’s common stock were present in person or represented by proxy at the Special Meeting, representing approximately 81.59% of the combined voting power of the Company’s outstanding common stock as of the record date. The Company’s stockholders voted on the following proposals at the Special Meeting, which are described in detail in the Definitive Proxy Statement for the Special Meeting filed with the U.S. Securities and Exchange Commission on December 19, 2023.

Proposal 1: The stockholders approved a one-time stock option exchange program for non-executive officer employees of the Company (the “Option Exchange Proposal”).

 

For		Against		Abstain		Broker Non-Votes
48,262,593		665,774		55,954		0

Proposal 2: The stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Option Exchange Proposal.

 

For		Against		Abstain		Broker Non-Votes
43,566,715		5,375,352		42,254		0

No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 31, 2024				SAGE THERAPEUTICS, INC.
				By:		/s/ Jennifer Fitzpatrick
						Jennifer Fitzpatrick
						Vice President, Corporate Counsel

Document and Entity Information	Jan. 31, 2024
Cover [Abstract]
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0001597553
Document Type	8-K
Document Period End Date	Jan. 31, 2024
Entity Registrant Name	Sage Therapeutics, Inc.
Entity File Number	001-36544
Entity Tax Identification Number	27-4486580
Entity Address, Address Line One	215 First Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02142
City Area Code	(617)
Local Phone Number	299-8380
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	SAGE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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