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AI brief of an SEC Form 8-K · Supernus Pharmaceuticals (SUPN)

Supernus completes $561 million acquisition of Sage Therapeutics

Neutral Impact 4 of 5 m&a Written later

Supernus Pharmaceuticals completed its acquisition of Sage Therapeutics after 36,313,509 Sage shares, about 58% of those outstanding, were tendered by the July 30, 2025 expiration of the offer. Sage is now a wholly owned subsidiary, and the Sage shares will be delisted from the Nasdaq Global Market. The total cash consideration excluding contingent value rights is approximately $561 million, and the CVRs add up to $3.50 per share in potential future payments tied to milestones that may never be reached.

Key points

  • Offer price was $8.50 per Sage share in cash plus one contingent value right worth up to $3.50 per share
  • Aggregate consideration is approximately $561 million, excluding amounts that may be payable under the CVRs
  • Maximum total CVR payments are approximately $234 million, with milestones tied to ZURZUVAE net sales and a Japan approval by June 30, 2026
  • The merger closed on July 31, 2025 without a Sage stockholder vote, and the Sage shares will be delisted from the Nasdaq Global Market

The filing

CompanySupernus Pharmaceuticals (SUPN)
Form8-K, current report
Filed with the SECJul 31, 2025, 8:58 AM ET
Accession number0001104659-25-072506

Items reported: 1.01 Material Definitive Agreement2.01 Acquisition or Disposition Completed8.01 Other Events

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 6:57 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on July 31, 2025.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.