Sage Therapeutics Inc 2025年季度报告

Form10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedJune 30,2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto.Commission file number:001-36544 Sage Therapeutics, Inc.(Exact name of registrant as specified in its Charter) 27-4486580(I.R.S. EmployerIdentification No.) Delaware(State or other jurisdiction ofincorporation or organization) 55 Cambridge ParkwayCambridge,Massachusetts02142(Address of principal executive office) (Zip Code) Registrant’s telephone number, including area code: (617)299-8380 Securities registered pursuant to Section 12(b) of the Act: 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) hasbeen 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 submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Non-accelerated filer☐Emerging GrowthCompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒As of July 23, 2025, there were62,784,397shares of the registrant’s common stock, $0.0001 par value per share, outstanding. Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward-looking statements that involve risksand uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the PrivateSecurities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements ofhistorical facts contained in this Quarterly Report are forward-looking statements. In some cases, you can identifyforward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “intends”, “plans”,“anticipates”, “believes”, “estimates”, “predicts”, “potential”, “continue” or the negative of these terms or othercomparable terminology. These forward-looking statements include, but are not limited to, statements about: •the proposed acquisition of our company by Supernus Pharmaceuticals, Inc., including the anticipated timeframe for completion of the transaction;•our expectations and goals for commercialization of ZURZUVAE®in the U.S. for the treatment of womenwith postpartum depression, or PPD, including our beliefs in the potential benefit and profile ofZURZUVAE for the treatment of women with PPD; our estimates as to the number of women with PPD; thepotential market opportunity for ZURZUVAE for the treatment of women with PPD; our market access,sales and marketing, customer support, investment, and distribution strategies for ZURZUVAE and relatedexpectations, goals, and assumptions, including our goals to establish ZURZUVAE as the standard of carefor women with PPD, expand market growth in PPD, accelerate topline revenue growth, and ultimately helpmore women with PPD; our market access goal of helping all women with PPD who are prescribedZURZUVAE gain access to ZURZUVAE as quickly as possible with minimal restrictions; and the potentialfuture results of our commercialization efforts and investment in the U.S., including as a result of our recentsales force expansion;•our expectations and estimates regarding: the level of expenses we may incur in connection with ouractivities, including the cost savings we may realize as a result of our October 2024 corporate reorganizationand pipeline prioritization efforts; use of cash, cash runway and projected cash balance at any given time;timing of future cash needs; capital requirements; funding from potential revenue; anticipated funding fromongoing collaborations; sources of future financing; and our ability to obtain additional financing, includingon acceptable terms, when needed to fund future operations;•our plans for the development of our product candidates for the treatment of bra