Securities Registration: Employee Benefit Plan (s-8)
February 24 2022 - 7:48AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 24, 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)
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Delaware |
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27-4486580 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
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)
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.
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Large accelerated filer |
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☒ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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 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, 2022, the number of shares of Common Stock reserved and available for
issuance under the Plan increased by 2,357,482. This Registration Statement registers these additional 2,357,482 shares of Common Stock. The additional shares are of the same class as other securities relating to the Plan for which a registration
statement on Form S-8 has previously been filed and is effective. The information contained in the following registration statements filed on Form
S-8 by the Registrant is hereby incorporated by reference pursuant to General Instruction E, except in each case with respect to Item 8. Exhibits thereof:
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1) |
Registration Statement on Form
S-8 (Registration No. 333-197498) filed on July 18, 2014; |
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2) |
Registration Statement on Form
S-8 (Registration No. 333-204549) filed on May 29, 2015; |
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3) |
Registration Statement on Form
S-8 (Registration No. 333-209831) filed on February 29, 2016; |
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4) |
Registration Statement on Form
S-8 (Registration No. 333-216202) filed on February 23, 2017; |
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5) |
Registration Statement on Form
S-8 (Registration No. 333-223146) filed on February 22, 2018; |
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6) |
Registration Statement on Form
S-8 (Registration No. 333-229732) filed on February 19, 2019; |
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7) |
Registration Statement on Form
S-8 (Registration No. 333-236680) filed on February 27, 2020; and |
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8) |
Registration Statement on Form
S-8 (Registration No. 333-253431) filed on February 24, 2021. |
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit
No. |
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Description |
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4.1 |
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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrants Registration Statement on Form S-1, as amended (File No. 333-196849) filed on July 8, 2014) |
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4.2 |
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Fifth Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.1 of
the Registrants Current Report on Form 8-K (File No. 001-36544) filed on July 25, 2014) |
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4.3 |
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Amended and Restated Bylaws of the Registrant, as amended on August
6, 2020 (incorporated by reference to Exhibit 3.1 of the Registrants Quarterly Report on Form 10-Q (File No. 001-36544) filed on August 10, 2020)
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5.1* |
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP |
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23.1* |
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm |
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23.2* |
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) |
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24.1* |
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Power of Attorney (included on the signature pages of this registration statement) |
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99.1 |
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2014 Stock Option and Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-196849) filed on July 8, 2014) |
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99.2 |
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Form of Performance-Based Restricted Stock Unit Award Agreement Under the Sage Therapeutics, Inc. 2014 Stock Option and Incentive Plan (incorporated
by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q (File No. 001-36544) filed on August 10, 2020)
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107* |
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Filing Fee Table |
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 24th day of February, 2022.
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SAGE THERAPEUTICS, INC. |
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By: |
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/s/ Barry E. Greene |
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Barry E. Greene |
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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.
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Signature |
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Title |
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Date |
/s/ Barry E. Greene
Barry E. Greene |
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Chief Executive Officer, President and Director
(Principal Executive Officer) |
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February 24, 2022 |
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/s/ Kimi Iguchi
Kimi Iguchi |
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Chief Financial Officer (Principal Financial
and Accounting Officer) |
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February 24, 2022 |
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/s/ Michael F. Cola
Michael F. Cola |
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Director |
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February 24, 2022 |
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/s/ Steven Paul
Steven Paul, M.D. |
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Director |
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February 24, 2022 |
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/s/ Kevin P. Starr
Kevin P. Starr |
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Director |
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February 24, 2022 |
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/s/ James Frates
James Frates |
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Director |
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February 24, 2022 |
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/s/ Geno Germano
Geno Germano |
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Director |
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February 24, 2022 |
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/s/ Jeffrey M. Jonas
Jeffrey M. Jonas, M.D. |
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Director |
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February 24, 2022 |
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/s/ Elizabeth Barrett
Elizabeth Barrett |
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Director |
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February 24, 2022 |
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/s/ George Golumbeski
George Golumbeski, Ph.D. |
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Director |
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February 24, 2022 |
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