Core Insights - Supernus Pharmaceuticals (SUPN) has agreed to acquire Sage Therapeutics (SAGE) for $8.50 per share in cash, totaling approximately $561 million, with potential additional value through a contingent value right (CVR) of up to $3.50 per share, bringing the total potential value to $12 per share or around $795 million [1][7] Acquisition Details - The acquisition is expected to close in the third quarter of 2025, pending customary closing conditions [2] - Following the announcement, SAGE's shares increased by 35.4%, with the offer price representing a nearly 32% premium over SAGE's closing price of $9.07 on June 16 [2] - Year-to-date, SAGE shares have risen by 23.4%, contrasting with a 0.8% decline in the industry [4] Strategic Implications - The acquisition will provide SUPN with rights to SAGE's new depression drug, Zurzuvae (zuranolone), which is the first oral treatment approved for adults with postpartum depression (PPD) [5] - Zurzuvae was approved in August 2023 and launched commercially in December 2023 [5] - SAGE and Biogen (BIIB) share profits and losses from Zurzuvae's commercialization in the U.S., while Biogen records product sales in ex-U.S. markets and pays royalties to SAGE [6] Financial Projections - SAGE's collaboration revenues from Zurzuvae were $13.8 million in Q1 2025 and $36.1 million in 2024, with initial uptake exceeding expectations [8] - SUPN anticipates the acquisition to be accretive in 2026 and to enhance its neuroscience-focused portfolio [7][9] Competitive Landscape - Sage Therapeutics previously rejected a takeover offer from Biogen in January 2025, which was deemed to undervalue the company [10] - Biogen had offered $7.22 per share, representing a 30% premium over SAGE's closing price of $5.55 on January 10, 2025 [11] - It can be inferred that Supernus has outbid Biogen to acquire Sage Therapeutics [11]

Group 1 - Sage Therapeutics, Inc. shares increased by 35.4% to $9.07, following a significant trading volume, contrasting with a 2.8% loss over the past four weeks [1] - Supernus Pharmaceuticals has agreed to acquire Sage Therapeutics for $8.50 per share in cash, totaling approximately $561 million, with potential additional value bringing the total to $12 per share, or about $795 million [2] - The acquisition is expected to close in Q3 2025, subject to customary conditions, with Sage projected to report a quarterly loss of $0.96 per share, a year-over-year increase of 43.5%, and revenues expected to reach $17.34 million, up 100.5% from the previous year [3] Group 2 - The consensus EPS estimate for Sage Therapeutics has been revised slightly lower over the last 30 days, indicating a negative trend in earnings estimate revisions, which typically does not lead to price appreciation [5] - Sage Therapeutics holds a Zacks Rank of 3 (Hold), indicating a neutral outlook, while another company in the same industry, Compugen, has also maintained a Zacks Rank of 3 [6][7]

Sage Therapeutics (SAGE) M&A Announcement June 16, 2025 08:30 AM ET Speaker0 Good morning, everyone, and welcome to Sperna's Business Update Conference Call. At this time, all participants are in a listen only mode. Later, we will conduct a question and answer session. Instructions will follow at that time. As a reminder, this conference call is being recorded. I would now like to turn the conference over to Peter Bassa, Investor Relations representative for Abertis Pharmaceuticals. You may begin. Speaker1 ...

A month has gone by since the last earnings report for Sage Therapeutics, Inc. (SAGE) . Shares have lost about 11.1% in that time frame, underperforming the S&P 500.Will the recent negative trend continue leading up to its next earnings release, or is Sage Therapeutics due for a breakout? Before we dive into how investors and analysts have reacted as of late, let's take a quick look at the most recent earnings report in order to get a better handle on the important drivers.How Have Estimates Been Moving Sin ...

Financial Data and Key Metrics Changes - In Q1 2025, the company reported collaboration revenue of $13.8 million, a 21% increase from Q4 2024 [15][18] - R&D expenses were $22.8 million, reflecting a 68% decrease compared to Q1 2024, and a nearly 40% decrease from Q4 2024 [16][17] - The net loss for Q1 2025 was $62.2 million, down from a net loss of $95.8 million in Q4 2024 [18] Business Line Data and Key Metrics Changes - XERZUVEY was shipped to over 3,000 women with postpartum depression (PPD) in Q1 2025, representing a 22% increase from Q4 2024 [7][12] - The company generated $13.8 million in collaboration revenue for XERZUVEY, which is 50% of the net revenue reported by Biogen, marking a 21% increase from the previous quarter [15][18] - Over 70% of women prescribed XERZUVEY received it as their first new treatment for PPD [12][40] Market Data and Key Metrics Changes - The majority of prescriptions (almost 80%) in Q1 2025 came from OBGYNs, indicating a strong focus on peripartum care [12][26] - The total number of XERZUVEY writers increased by over 20% in Q1 2025 [12] Company Strategy and Development Direction - The company is focused on establishing XERZUVEY as the standard of care for women with PPD and is actively working to expand its reach [6][8] - A strategic alternatives process is ongoing to evaluate opportunities for maximizing shareholder value [6] - The company has recalibrated its R&D approach to prioritize neuropsychiatry and neurodevelopmental disorders, with a focus on SAGE-319 and the NMDA receptor NAM platform [9][10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the ongoing commercialization of XERZUVEY and the potential for significant growth in 2025 [11][18] - The cash runway is expected to support operations until mid-2027, with plans to create shareholder value through focused R&D and commercialization efforts [18][108] Other Important Information - The company has seen a paradigm shift in how healthcare providers are screening, diagnosing, and treating PPD [7][8] - The sales force expansion is complete, and management anticipates continued quarter-over-quarter growth in demand and revenue [12][39] Q&A Session Summary Question: What kind of early pull through are you seeing from your Salesforce initiatives? - Management noted strong first-quarter growth of over 20% in demand and revenue, attributing this to the expanded sales force [25][26] Question: Could you provide some additional color on the pipeline and your upcoming catalysts? - Management expressed confidence in the recalibrated R&D approach and the pharmacology of their drugs, believing they will create significant shareholder value if successful [31][33] Question: What do you believe are the key factors for prescribers and patients deciding not to use XERZUVEY as their first-line treatment? - Management indicated that over 70% of women prescribed XERZUVEY are receiving it as their first treatment, suggesting minimal obstacles to frontline use [40][41] Question: Can you speak about the concentrations of the sales force in particular regions? - Management confirmed that the sales force expansion is complete and they expect continued growth in regions where the sales force has been expanded [39] Question: How should we think about the acceleration in growth in shipments as the quarters progress? - Management reiterated their expectation of quarter-over-quarter growth and noted that they are not providing forward-looking forecasts [56][57] Question: What is the current awareness of XERZUVEY among OBGYNs and the expecting mother community? - Management reported approximately 90% aided awareness among physicians treating PPD, which is considered remarkably high for a product at this stage [65][66] Question: Has anything changed regarding Biogen's commitment to the product? - Management stated that there has been no change in the partnership with Biogen, and both parties are excited about the product's impact [72] Question: What is the persistence of prescribers for XERZUVEY? - Management indicated that once a healthcare provider prescribes XERZUVEY, they tend to become repeat writers, with no significant drop-off observed [114]

First Quarter 2025 Financial Results April 29, 2025 Safe Harbor Statement Sage Therapeutics © 2025 2 Barry Greene Chief Executive Officer Chris Benecchi Chief Operating Officer Mike Quirk • The slides presented today and the accompanying oral presentations contain forward-looking statements, which may be identified by the use of words such as "may," "might," "will," "should," "can," "expect," "plan," "anticipate," "believe," "estimate," "project," "intend," "future," "opportunity", "goal", "mission", "visio ...

Company Performance - Sage Therapeutics reported a quarterly loss of $1.01 per share, which was worse than the Zacks Consensus Estimate of a loss of $0.99, and an improvement from a loss of $1.80 per share a year ago [1] - The company posted revenues of $14.06 million for the quarter ended March 2025, missing the Zacks Consensus Estimate by 0.67%, but showing growth from $7.9 million in the same quarter last year [2] - Over the last four quarters, Sage Therapeutics has not surpassed consensus EPS estimates, although it has topped consensus revenue estimates twice [2] Stock Performance - Sage Therapeutics shares have increased by approximately 43.1% since the beginning of the year, contrasting with a decline of 6% in the S&P 500 [3] - The current consensus EPS estimate for the upcoming quarter is -$0.95 on revenues of $17.11 million, and for the current fiscal year, it is -$3.38 on revenues of $81.59 million [7] Industry Outlook - The Medical - Biomedical and Genetics industry, to which Sage Therapeutics belongs, is currently ranked in the top 31% of over 250 Zacks industries, indicating a favorable outlook [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can impact stock performance [5]

Sage Therapeutics (SAGE) Q1 2025 Earnings Call April 29, 2025 04:30 PM ET Company Participants Ashley Kaplowitz - Vice President, Investor Relations & Capital MarketsBarry Greene - CEO & Member of the Board of DirectorsChris Benecchi - COOMike Quirk - Chief Scientific Officer & interim Head of R&DShrunatra Mishra - AssociateMorgan Gryga - Biotech Equity Research AssociateJulian Pino - Senior Associate - Biotechnology Equity ResearchBrian Abrahams - MD & Global Sector Head - Health Care ResearchDouglas Tsao ...

Financial Position - As of March 31, 2025, the company's total cash equivalents amounted to $42.139 million, a decrease from $80.239 million as of December 31, 2024[80][81]. - The total marketable securities held by the company as of March 31, 2025, were valued at $378.630 million, down from $423.397 million as of December 31, 2024[80][83]. - The company held cash, cash equivalents, and marketable securities totaling $423.9 million as of March 31, 2025[267]. - The company does not expect significant impact from fluctuations in interest rates on its financial condition due to the short-term nature of its cash and marketable securities[267]. - The company has exposure to foreign currency exchange rate fluctuations but considers this exposure to be immaterial[268]. - Inflation has not materially affected the company's results of operations during the three months ended March 31, 2025, and 2024[270]. Marketable Securities and Investments - The company reported unrealized losses of $82,000 on its marketable securities as of March 31, 2025, attributed to interest rate increases[84]. - The fair value of U.S. corporate bonds held by the company was $253.414 million as of March 31, 2025, compared to $269.013 million as of December 31, 2024[82][83]. - The company had accrued interest receivable of $2.7 million related to available-for-sale securities as of March 31, 2025[83]. - All marketable securities held by the company had remaining contractual maturities of one year or less, except for U.S. corporate bonds and international corporate bonds with a fair value of $40.0 million and maturities of one to two years as of March 31, 2025[85]. - The company did not experience any impairments of assets measured and carried at fair value during the three months ended March 31, 2025[87]. - The company performed validation procedures on fair value measurements and did not adjust any provided by pricing services as of March 31, 2025[79]. Legal and Regulatory Matters - The Company is involved in a federal securities class action lawsuit alleging violations of U.S. securities laws, with unspecified damages sought for stock purchases made between April 12, 2021, and July 23, 2024[89]. - The Company received a subpoena from the SEC regarding zuranolone for MDD treatment, and is cooperating with the investigation[90]. - The Company is unable to predict the outcome of ongoing legal proceedings or reasonably estimate potential losses[93]. Collaborations and Revenue - The Company entered a strategic collaboration with Shionogi for zuranolone, with an upfront payment of $90 million and potential milestone payments of up to $485 million[95]. - The Company achieved a $75 million milestone for the first commercial sale of ZURZUVAE for treating women with PPD in the U.S. in Q4 2023[106]. - The Biogen Collaboration Agreement allows for potential milestone payments of up to $1.6 billion, but the Company will not receive $150 million for MDD due to halted development[106]. - The Company is eligible for tiered royalties on net sales of SAGE-217 products in the Biogen Territory, ranging from high teens to low twenties percentage rates[108]. - The Biogen Collaboration Agreement will continue until royalty terms expire in the Biogen Territory, with Biogen responsible for development and commercialization costs[112]. - The Company maintains exclusive rights to develop and commercialize zuranolone outside the Shionogi Territory[95]. - In Q4 2023, the Company recognized $75 million in license and milestone revenue related to the first commercial sale of ZURZUVAE for the treatment of women with PPD in the U.S.[119]. - For the three months ended March 31, 2025, collaboration revenue from Biogen was $13.8 million, compared to $6.2 million for the same period in 2024[123]. - The Company recorded a collaboration receivable of $10.7 million as of March 31, 2025, representing net reimbursement amounts due[123]. Stock-Based Compensation and Equity - The Company has an ATM Sales Agreement allowing for the sale of up to $250 million in common stock, with no shares sold under this agreement as of March 31, 2025[131][136]. - The 2024 Equity Incentive Plan was approved, allowing for the grant of up to 16,502,166 shares of common stock[138]. - As of March 31, 2025, the total number of shares underlying outstanding awards under the 2024 Plan, the 2014 Plan, and the 2016 Plan was 8,782,994, with 6,214,108 shares available for future issuance under the 2024 Plan[142]. - The Company granted 1,493,452 time-based restricted stock units during the three months ended March 31, 2025, compared to 857,084 in the same period of 2024[147]. - The total unrecognized stock-based compensation expense related to time-based restricted stock units was $15.8 million, expected to be recognized over a remaining weighted average vesting period of 3.57 years[148]. - The Company recorded stock-based compensation expense of $6.9 million for the three months ended March 31, 2025, down from $13.7 million in the same period of 2024[161]. - As of March 31, 2025, the total unrecognized stock-based compensation expense related to performance restricted stock units was $34.4 million[154]. - The Company accepted for exchange eligible options to purchase a total of 3,079,608 shares, granting replacement options for a total of 1,483,113 shares with an exercise price of $22.20 per share[144]. - The Company expects to incur a total of $1.7 million of additional stock-based compensation expense as a result of the Option Exchange, to be recognized over the 18-month vesting period[145]. Financial Performance - The net loss for the three months ended March 31, 2025, was $62.2 million, resulting in a basic and diluted net loss per share of $1.01, compared to a net loss of $108.5 million and a loss per share of $1.80 in 2024[163]. - Revenues for the three months ended March 31, 2025, were $14,063,000, a 77.5% increase from $7,902,000 in the same period of 2024[172]. - Net loss for the three months ended March 31, 2025, was $(62,214,000), a significant improvement compared to $(108,483,000) in the same period of 2024, reflecting a reduction of 42.7%[172]. - Program expenses for zuranolone (ZURZUVAE) increased to $12,010,000 in Q1 2025 from $5,257,000 in Q1 2024, representing a 128.5% increase[172]. - Non-program expenses decreased to $19,258,000 in Q1 2025 from $22,131,000 in Q1 2024, indicating a reduction of 12.6%[172]. - Total restructuring charges incurred through March 31, 2025, amounted to $32.9 million, with no related expenses recorded during the three months ended March 31, 2025[165]. - Total charges related to the 2024 Restructuring incurred through March 31, 2025, are $22.8 million, which is the total expected amount to be incurred[167].

Exhibit 99.1 "We delivered strong growth in revenue and shipments of ZURZUVAE during the first quarter of 2025 through the team's disciplined execution and unwavering commitment to bringing ZURZUVAE to more women with postpartum depression," said Barry Greene, Chief Executive Officer at Sage Therapeutics. "We remain focused on establishing ZURZUVAE as the standard of care for women with postpartum depression and driving our business strategy forward with the goal of creating value for shareholders." First Q ...