UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 4, 2024, Kevin P. Starr, a member of the Board of Directors (the “Board”) of Sage Therapeutics, Inc. (the “Company”), notified the Company of his resignation from the Board, effective as of January 5, 2024. Mr. Starr’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Effective as of Mr. Starr’s resignation, the Board appointed Geno Germano as the chair of the Board.
| Item 7.01. | Regulation FD Disclosure. |
On January 8, 2024, the Company made available an updated corporate presentation, which it plans to use for meetings with investors and analysts at the 42nd Annual J.P. Morgan Healthcare Conference. A copy of the presentation is being furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 8.01. | Other Events. |
On January 8, 2024, the Company issued a press release titled “Sage Therapeutics to Provide Business Updates at 42nd Annual J.P. Morgan Healthcare Conference.” A copy of the press release is filed as Exhibit 99.2 hereto and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Corporate Presentation dated January 2024. | |
| 99.2 | Press release issued by Sage Therapeutics, Inc. on January 8, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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 8, 2024 | SAGE THERAPEUTICS, INC. | |||||
| By: | /s/ Jennifer Fitzpatrick | |||||
| Jennifer Fitzpatrick | ||||||
| Vice President, Corporate Counsel | ||||||