This Amendment No. 1 to Schedule TO (together with any exhibits and annexes attached hereto, this
Amendment No. 1), is filed by Sage Therapeutics, Inc., a Delaware corporation (the Company), and amends and supplements the Tender Offer Statement on Schedule TO filed by the Company with the
Securities and Exchange Commission on January 23, 2024 (together with any amendments and supplements thereto, the Schedule TO). The Schedule TO relates to an offer by the Company (the Exchange Offer) to certain non-executive officer employee optionholders to exchange some or all of their eligible outstanding options to purchase shares of the Companys common stock for replacement options to purchase
shares of the Companys common stock, upon the terms and subject to the conditions set forth in the Offer to Exchange Eligible Options for Replacement Options dated January 23, 2024 (the Offer to Exchange), attached as
Exhibit (a)(1)(A) to the Schedule TO and incorporated herein by reference.
This Amendment No. 1 is being filed to reflect certain updates as
described below. Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 1.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO and the Offer to Exchange.
Amendments to the Schedule TO
In Item 7 Source and
Amount of Funds or Other Consideration, the response to Item 7(b) Conditions is restated as follows:
(b) Conditions. Not
applicable.
Amendments to the Offer to Exchange
The
Offer to Exchange and the corresponding Items of the Schedule TO into which such information is incorporated by reference are hereby amended as follows:
Offer to Exchange Cover Page
Page 1 of the Offer
to Exchange is amended and supplemented by adding the following to the end of the first paragraph:
At the special meeting of stockholders held on
January 31, 2024, our stockholders approved the Option Exchange.
Offer to Exchange IMPORTANT
Page 4 of the Offer to Exchange is amended and supplemented by replacing the third paragraph under the heading IMPORTANT with the following:
We are not disseminating this Offer to Exchange in any jurisdiction in which this Offer would not be in compliance with the laws of that
jurisdiction.
Summary Term Sheet
Page 10 of the
Offer to Exchange is amended and supplemented by replacing the first paragraph under the question What are the conditions to this Offer? with the following:
This Offer is subject to the conditions described in Section 6, including approval of the Option Exchange by our stockholders at the
special meeting held on January 31, 2024. At the special meeting of stockholders held on January 31, 2024, our stockholders approved the Option Exchange. This Offer is not conditioned upon a minimum aggregate number of options being
elected for exchange. (See Section 6 of the Offer to Exchange entitled Conditions of this Offer for additional information.)
Summary
Term Sheet
Page 16 of the Offer to Exchange is amended and supplemented by adding the following to the end of the first paragraph under the question
Are there other circumstances where I would not be granted Replacement Options?:
In such an event, all options
currently held by you, including all Eligible Options tendered, will remain outstanding and in effect at their original exercise price and subject to their original terms and conditions.