Sage Therapeutics Inc 2024年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes☐No☐ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☐No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☐ The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant as of June28, 2024 was approximately $590,463,402, computed by reference to the closing price of the registrant’s common stock on theNasdaq Global Market reported for such date.As of February 4, 2025, there were 61,480,947 shares of common stock, $0.0001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Part III of this Annual Report on Form 10-K incorporates by reference certain information from the registrant’s definitive ProxyStatement for its 2025 annual meeting of shareholders, which the registrant intends to file pursuant to Regulation 14A with theSecurities and Exchange Commission not later than 120 days after the registrant’s fiscal year end of December 31, 2024. Except withrespect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as partof this Form 10-K. TABLE OF CONTENTS Part I. Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures Part II. Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities92Item6.[Reserved]93Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations94ItemQuantitative and Qualitative Disclosures About Market Risk116 7A.Item8.Financial Statements and Supplementary Data116Item9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure116Item9A.Controls and Procedures117Item9B.Other Information117Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections118 Part III. Item10.Directors, Executive Officers and Corporate Governance119Item11.Executive Compensation119Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters119Item13.Certain Relationships and Related Transactions, and Director Independence119Item14.Principal Accounting Fees and Services119 Part IV. Item15.Exhibits and Financial Statement Schedules120Item16.Form 10-K Summary120SignaturesF-44 Cautionary Note Regarding Forward-Looking Statements This Annual Report on Form 10-K, or Annual Report, contains forward-looking statements thatinvolve risks and uncertainties. We make such forward-looking statements pursuant to the safe harborprovisions of the Private Securities Litigation Reform Act of 1995 and other fed