Amendment: SEC Form SC 14D9/A filed by Sage Therapeutics Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

(Amendment No. 1)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

Sage Therapeutics, Inc.

(Name of Subject Company)

(Name of Person Filing Statement)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

78667J108

(CUSIP Number of Class of Securities)

Gregory Shiferman

Sage Therapeutics, Inc.

Senior Vice President, General Counsel

55 Cambridge Parkway

Cambridge, MA 02142

(617) 299-8380

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications

on Behalf of the Person Filing Statement)

With copies to:

Graham Robinson, P.C.

Laura Knoll, P.C.

Merric Kaufman

Kirkland & Ellis LLP

200 Clarendon Street

Boston, Massachusetts 02116

(617) 385-7500

This Amendment No. 1 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, the “Schedule 14D-9”) previously filed by Sage Therapeutics, Inc., a Delaware corporation (“Sage” or “Company”), with the Securities and Exchange Commission on July 2, 2025, relating to the tender offer by Supernus Pharmaceuticals, Inc., a Delaware corporation (“Supernus” or “Parent”), and Saphire, Inc., a Delaware corporation and a wholly owned subsidiary of Supernus (“Purchaser”), to purchase all of the outstanding shares of common stock of Sage, 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, plus (ii) one contingent value right per Share (a “CVR”), which represents the right to receive up to $3.50 per Share upon the satisfaction of specified milestones, net to the seller in cash, without interest and subject to any withholding of taxes, pursuant to the CVR Agreement (as defined in the Agreement and Plan of Merger, dated June 13, 2025, by and among Supernus, Purchaser and Sage (the “Merger Agreement”)), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 2, 2025 (as may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as may be amended or supplemented from time to time, and together with the Offer to Purchase, the “Offer”), pursuant to the Merger Agreement.

Except to the extent specifically provided in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as set forth below.

Explanatory Note:

As described further below, in connection with the Offer and the Merger Agreement, two complaints have been filed as individual actions by purported stockholders of Sage in New York state court. Certain demand letters have also been sent to Sage by purported stockholders making similar allegations. Sage believes that the allegations in such complaints and demand letters are without merit. Sage believes that no supplemental disclosure is required under applicable laws and that the Schedule 14D-9, as originally filed on July 2, 2025, disclosed all material information required to be disclosed therein. However, to avoid the risk that lawsuits may delay or otherwise adversely affect the Transactions, and to minimize the expense of defending such actions, Sage wishes to make voluntarily certain supplemental disclosures related to the Transactions for the purposes of mooting the allegations in any complaints related to the Transactions, all of which are set forth below and should be read in conjunction with the Schedule 14D-9 in its entirety. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein.

Item 4.  The Solicitation or Recommendation.

Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:

“As part of the Board’s review and evaluation of the Supernus June 6 Proposal, Sage’s management presented an updated version of the May 2025 Budget Projections (as defined below) that assumed U.S. peak sales of ZURZUVAE of $0.9 billion whereby Sage would execute on its standalone plans focused on commercialization of ZURZUVAE and assumed a resource reallocation, a winddown of research and development activities, and a workforce reorganization, with the goal of extending Sage’s cash runway and achieving profitability from the ongoing commercialization of ZURZUVAE (the “June 2025 Projections”). The June 2025 Projections assumed a reduction in headcount and corporate spending, a reduction in research and development spending to approximately $5 million per year and the elimination of the future financing rounds. Because the June 2025 Projections did not assume further development and commercialization of Sage’s pipeline product candidates, none of the values below reflect risk adjustment.”

1

June 2025 Projections

(Amounts in Millions)

2

(1) 50% of total U.S. ZURZUVAE revenue.

May 2025 Budget Projections (Risk Adjusted)

(Amounts in Millions)

3

(1) 50% of total U.S. ZURZUVAE revenue.

May 2025 Management Projections (Risk Adjusted)

(Amounts in Millions)

4

(1) 50% of total U.S. ZURZUVAE revenue.

May 2025 Upside Projections (Risk Adjusted)

(Amounts in Millions)