SAGE Therapeutics Announces Nasdaq Delisting Following Merger and Board Changes

SAGE Therapeutics has announced its shares will be delisted from Nasdaq following a merger with Supernus Pharmaceuticals. The biopharmaceutical company plans to terminate its common stock registration and suspend reporting obligations. Several directors and officers resigned, and new directors and officers from the Purchaser assumed their roles. The merger aims to address financial concerns and provide a positive outlook for the company.

Supernus Pharmaceuticals (Nasdaq: SUPN) has successfully completed its acquisition of Sage Therapeutics (Nasdaq: SAGE), marking a significant strategic move in the biopharmaceutical industry. The acquisition, announced on July 31, 2025, includes the addition of ZURZUVAE®, the first FDA-approved oral medicine for postpartum depression, and a CNS discovery platform to Supernus' portfolio.

The transaction involved an offer of $8.50 per share in cash plus contingent value rights (CVRs) worth up to $3.50 per share, contingent on the achievement of specific milestones. The acquisition garnered 58% shareholder approval, with 36,313,509 shares tendered. Supernus expects annual cost synergies of up to $200 million and projects the acquisition to be accretive by 2026 [1].

Following the merger, Sage Therapeutics' shares will be delisted from the Nasdaq. The company plans to terminate its common stock registration and suspend reporting obligations. Several directors and officers from Sage resigned, and new directors and officers from Supernus assumed their roles. This restructuring aims to address financial concerns and provide a positive outlook for the combined entity [1].

The acquisition strengthens Supernus' position in neuropsychiatric treatments, adding a fourth growth product to its portfolio alongside Qelbree®, ONAPGO™, and GOCOVRI®. The revenue-sharing structure with Biogen, where Supernus receives 50% of ZURZUVAE's U.S. net sales, further diversifies Supernus' revenue streams [1].

The merger's structure balances upfront commitment with performance-based incentives, transferring some risk to Sage shareholders while allowing potential upside if ZURZUVAE performs well. The acquisition also includes Sage's CNS discovery platforms, augmenting Supernus' research capabilities in a therapeutic area where innovation is challenging but highly rewarded [1].

The 58% tender rate indicates solid shareholder support for the transaction, transforming Supernus' growth trajectory by diversifying revenue streams, expanding its psychiatry portfolio, and enhancing its development infrastructure—all while maintaining a pathway to near-term accretion [1].

References:
[1] Supernus Pharmaceuticals Completes Acquisition of Sage Therapeutics, Inc. [https://www.stocktitan.net/news/SUPN/supernus-pharmaceuticals-completes-acquisition-of-sage-aacu1r4ab0yr.html](https://www.stocktitan.net/news/SUPN/supernus-pharmaceuticals-completes-acquisition-of-sage-aacu1r4ab0yr.html)