Sage Therapeutics, Inc.: M&A transaction — Supernus completes acquisition of Sage Therapeutics for $8.50/share plus CVR

Sage Therapeutics, Inc.

Tender offer expired with 36.3M shares (58%) tendered; all conditions satisfied.
Shareholders receive $8.50 cash per share plus up to $3.50 per share CVR.
Shares to be delisted from Nasdaq; company will file Form 15 to terminate registration.
All prior directors and officers resigned; replaced by Supernus designees including Jack Khattar.
CEO Barry Greene's severance amended with 18-month pay and 24-month non-compete covenant.

item 2.01 item 3.01 item 5.01 item 3.03 item 5.03 item 5.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Sage Therapeutics, Inc. underwent a change of control involving Supernus Pharmaceuticals, Inc. for $8.50 per Share in cash, plus one contingent value right per Share representing the right to receive up to $3.50 per Share (closed 2025-07-31).

Action: change of control
Counterparty: Supernus Pharmaceuticals, Inc.
Consideration: $8.50 per Share in cash, plus one contingent value right per Share representing the right to receive up to $3.50 per Share
Closing: 2025-07-31

Exact text from the filing

a tender offer (the “Offer”) on July 2, 2025, to acquire all of the outstanding shares of common stock of the Company, par value $0.0001 per share (the “Shares”) for (i) $8.50 per Share, net to the seller in cash, without interest and subject to any withholding of Taxes, (the “Closing Amount”), plus (ii) one contingent value right per Share (a “CVR”),

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Source: SEC EDGAR

accession 0001193125-25-170187

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