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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON JULY 30, 2025, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

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SUMMARY TERM SHEET	​	​	​	​	i	​	​
INTRODUCTION	​	​	​	​	1	​	​
THE TENDER OFFER	​	​	​	​	3	​	​
1. Terms of the Offer ​	​	​	​	​	3	​	​
2. Acceptance for Payment and Payment for Shares ​	​	​	​	​	5	​	​
3. Procedures for Accepting the Offer and Tendering Shares ​	​	​	​	​	6	​	​
4. Withdrawal Rights ​	​	​	​	​	9	​	​
5. Material U.S. Federal Income Tax Considerations ​	​	​	​	​	10	​	​
6. Price Range of Shares; Dividends on the Shares ​	​	​	​	​	15	​	​
7. Certain Information Concerning Sage ​	​	​	​	​	15	​	​
8. Certain Information Concerning Supernus and Purchaser ​	​	​	​	​	16	​	​
9. Source and Amount of Funds ​	​	​	​	​	17	​	​
10. Background of the Offer; Past Contacts or Negotiations with Sage ​	​	​	​	​	17	​	​
11. The Merger Agreement; the CVR Agreement; Other Agreements ​	​	​	​	​	22	​	​
12. Purpose of the Offer; Plans for Sage ​	​	​	​	​	46	​	​
13. Certain Effects of the Offer ​	​	​	​	​	47	​	​
14. Dividends and Distributions ​	​	​	​	​	48	​	​
15. Conditions of the Offer ​	​	​	​	​	48	​	​
16. Certain Legal Matters; Regulatory Approvals ​	​	​	​	​	49	​	​
17. Appraisal Rights ​	​	​	​	​	51	​	​
18. Fees and Expenses ​	​	​	​	​	53	​	​
19. Miscellaneous ​	​	​	​	​	53	​	​

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​	Securities Sought	​	​	Subject to certain conditions, including the satisfaction of the Minimum Condition (as defined below in Section 15 — “Conditions of the Offer”), all of the outstanding shares of common stock, par value $0.0001 per share, of Sage.	​
​	Price Offered Per Share	​	​	(a) $8.50 per Share, net to the seller in cash, subject to any withholding of taxes and without interest (the “Closing Amount”), plus (b) one non-transferable and non-tradable contingent value right per Share (a “CVR”), which represents the right to receive up to $3.50 per Share, net to the seller in cash, subject to any withholding of taxes and without interest, upon the satisfaction of specified milestones (as described below) in accordance with the terms of the CVR Agreement (as defined below), which amounts will become payable, if at all, if the specified milestones are achieved prior to the applicable Milestone Deadline Date (the Closing Amount plus one CVR collectively, the “Offer Price”).	​
​	Scheduled Expiration of Offer	​	​	One minute following 11:59 p.m., Eastern Time, on July 30, 2025, unless the Offer is extended or terminated. See Section 1 — “Terms of the Offer.”	​
​	Purchaser	​	​	Saphire, Inc., a Delaware corporation and wholly owned subsidiary of Supernus.	​
​	Sage Board Recommendation	​	​	The board of directors of Sage (the “Sage Board”) has unanimously: (1) determined that the Merger Agreement and the transactions contemplated thereby (including the Offer and the Merger, the “Transactions”), are fair to, and in the	​

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best interest of, Sage and its stockholders; (2) declared it advisable to enter into the Merger Agreement; (3) approved the execution, delivery and performance by Sage of the Merger Agreement and the consummation of the Transactions, including the Offer and the Merger; (4) resolved that the Merger shall be effected under Section 251(h) of the DGCL; and (5) resolved to recommend that Sage’s stockholders tender their Shares to Purchaser pursuant to the Offer; in each case, on the terms and subject to the conditions of the Merger Agreement.

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High

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Low

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Fiscal Year Ended December 31, 2025

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Third Quarter (through July 1, 2025)

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$

9.13

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$

9.06

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Second Quarter

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$

9.33

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$

6.14

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First Quarter

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$

8.81

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$

5.40

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Fiscal Year Ended December 31, 2024

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Fourth Quarter

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$

8.70

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$

4.62

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Third Quarter

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$

13.47

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$

6.98

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Second Quarter

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$

18.76

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$

9.76

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First Quarter

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$

28.26

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$

18.42

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Name and Position	​	​	Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)	​
Jack A. Khattar President, Treasurer and Director	​	​	Jack A. Khattar is the founder of Supernus and has served as its President, Chief Executive Officer and Secretary and a Director since 2005. From 1999 to 2005, Mr. Khattar served in various positions during that time as a board member, President and Chief Executive Officer of Shire Laboratories Inc., the drug delivery subsidiary of Shire plc. From 1999 to 2004, he also served as a member of Shire plc’s executive committee. Prior to that, Mr. Khattar served as an executive officer and the Chairman of the management committee at CIMA Labs Inc. (CIMA), a drug delivery company where he was also responsible for business development, corporate alliances and strategic planning. Prior to joining CIMA in 1995, Mr. Khattar held several marketing and business development positions at Merck & Co., Novartis, Playtex and Kodak in various locations, including the United States, Europe and the Middle East. Mr. Khattar currently serves on the boards of directors of Navitor Pharmaceuticals, LLC a privately-held development stage biotechnology company, and on the advisory board of New Rhein Healthcare, a private equity firm. Mr. Khattar also serves as Chairman of the board of directors of scPharmaceuticals and Cognition Therapeutics Inc., two publicly traded pharmaceutical companies. Mr. Khattar earned his degrees in Marketing with a BBA from American University of Beirut and an MBA from the Wharton School of the University of Pennsylvania. Mr. Khattar’s leadership, executive, managerial, business and pharmaceutical company experience, along with his more than 30 years of industry experience in the development and commercialization of pharmaceutical products and drug delivery technologies, qualify him to be a director.	​
Bryan Roecklein, Ph.D. Vice President, Secretary and Director	​	​	Bryan A. Roecklein, Ph.D, joined Supernus in 2015 as Vice President of Corporate Development. Prior to joining Supernus, he was most recently a member of the U.S. Executive Team at Meda Pharmaceuticals, leading the Corporate Development function. Prior to that, he was Vice President of Marketing and Business Development, with responsibilities covering Marketing, Access, Trade and Acquisition Strategy. From 2001 to 2011, at MedPointe, then Meda Pharmaceuticals, Dr. Roecklein held various positions with increasing responsibility in Portfolio Management, New Product Planning, Marketing, Medical Education and Commercial Development. From 1998 to 2001, Dr. Roecklein led commercial development at Kimeragen and ValiGene, and from 1995-1998, he was an independent Investigator at the Fred Hutchinson Cancer Research Center.	​

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Name and Position	​	​	Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)	​
​	​	​	Dr. Roecklein earned his B.S. from University of Maryland, College Park and Ph.D in Molecular, Cellular, and Developmental Biology from the University of Colorado Boulder.	​

Name and Position	​	​	Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)	​
Dr. Carrolee Barlow, M.D., Ph.D. Director	​	​	Carrolee Barlow has served as a member of Supernus’ Board of Directors since 2018. Dr. Barlow is a renowned expert in neuroscience and neurodegeneration, rare diseases and clinical development of new therapies. Dr. Barlow serves as Consulting Chief Medical Officer to several companies. Most recently, she was the Chief Medical Officer of Arialys, a position she held from August 2023 to March 2024. Prior to assuming that role, she served as Chief Medical Officer of EScape Bio, a position she held from January 2019 to August 2022. Prior to EScape, Dr. Barlow served as Chief Executive Officer of the Parkinson’s Institute and Clinical Center (Parkinson’s Institute), an independent nonprofit organization providing research, clinical trials and patient care for Parkinson’s and related disorders. There, she led all aspects of basic research, clinical research, and clinical care, as well as partnerships with biotech and pharmaceutical companies. She remained a member of the board of directors for the Parkinson’s Institute until 2019. Before joining the Parkinson’s Institute in 2014, since 2008 Dr. Barlow has also served as a consultant and advisor to a variety of biotechnology companies addressing neurologic, psychiatric, metabolic and rare genetic diseases. She was acting Chief Medical Officer at Amicus Therapeutics leading the execution, analysis and regulatory interactions that resulted in the approval of the first small-molecule therapy for Fabry disease (migalastat). She also led efforts that resulted in the first proof-of-concept clinical studies in patients for two novel biologic programs for Pompe and Fabry diseases. Previously, Dr. Barlow was a co-founder, Chief Scientific Officer and Chief Medical Officer of BrainCells Inc., advancing new therapeutic approaches for neurological and psychiatric disease, and worked at Merck Research Laboratories as Director of Molecular Neuroscience and worldwide leader of the Stroke and Neurodegeneration therapeutic areas. Earlier in her career, Dr. Barlow was a professor at the Salk Institute for Biological Studies, where she was a pioneer in the nascent field of neurogenomics. Dr. Barlow served as a member of the board of directors of Orphazyme A/S, a publicly traded company, and on the scientific advisory boards of ReCode Therapeutics, Kainos Medicine, CIONIC, and Rune Biosciences, each a private company. Dr. Barlow received her M.D. from the University of Utah and completed her residency in internal medicine at The New York Hospital, Cornell Medical Center. She went on to earn a Ph.D. in molecular and developmental biology at the Karolinska Medical Nobel Institute in Stockholm, Sweden. Shortly thereafter, she joined the National Institutes of Health and completed specialty training in	​

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Name and Position	​	​	Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)	​
​	​	​	endocrinology and a postdoctoral fellowship in neurogenetics at the National Human Genome Research Institute. Dr. Barlow is an author of approximately 100 peer-reviewed research papers, review articles and book chapters, and is an inventor on numerous U.S. patents. Dr. Barlow’s extensive executive and pharmaceutical research experience with various neurological and psychiatric diseases qualifies her to serve as a director.	​
Padmanabh P. Bhatt, Ph.D. Senior Vice President, Chief Scientific Officer Intellectual Property	​	​	Padmanabh P. Bhatt, Ph.D., has served as Supernus’ Senior Vice President of Intellectual Property and Chief Scientific Officer since March 2012. Prior to that, he served as Supernus’ Vice President of Pharmaceutical Sciences since 2005. From 2003 to 2005, Dr. Bhatt was Vice President of Advanced Drug Delivery at Shire Laboratories Inc. From 2001 to 2003, Dr. Bhatt served as Vice President of Research and Development and Chief Technology Officer at Point Biomedical Corporation. From 1996 to 2001, he served at ALZA Corporation (now a Johnson & Johnson company) in various positions from Product Development Manager to Director of Technical Development. Prior to that time, Dr. Bhatt held positions as Research Specialist and Group Leader of Novel Drug Delivery at Dow Corning Corporation (from 1992 to 1996) and Senior Scientist at Hercon Laboratories (from 1989 to 1992). Dr. Bhatt earned his Bachelor of Pharmacy and Master of Pharmacy degrees from the University of Bombay, India. Dr. Bhatt also holds M.S. and Ph.D. degrees in Pharmaceutical Chemistry from the University of Kansas.	​
Timothy C. Dec Senior Vice President, Chief Financial Officer	​	​	Timothy C. Dec has served as Supernus’ Senior Vice President, Chief Financial Officer since August 2021. He has more than 35 years of experience in accounting and finance across many industries, including healthcare. His experience includes serving in chief financial officer or other senior financial executive roles at three publicly traded companies listed on Nasdaq, and with private equity-backed companies. Most recently, from April 2015 to July 2021, Mr. Dec was Chief Financial Officer of OpGen, Inc., a Nasdaq listed company engaged in the development and commercialization of molecular microbiology solutions to help combat infectious diseases. Prior to joining OpGen, Mr. Dec served as Senior Vice President and Chief Financial Officer for Clubwidesports, LLC, a start-up sports management software company, from January 2014 to April 2015. From August 2007 to December 2012, Mr. Dec served as Senior Vice President and Chief Financial Officer of Fortress International Group, Inc., a publicly traded company. From June 2006 to August 2007, Mr. Dec was Senior Vice President, Chief Financial Officer of Presidio Networked Solutions, a private company, and from June 1999 to June 2006, was Senior Vice President, Chief Accounting Officer and Treasurer of Broadwing Corporation (formerly Corvis Corporation), a publicly traded company. Mr. Dec also has public accounting firm experience and served as an Adjunct Professor teaching M.B.A courses in finance at Mount St. Mary’s University from January 2013 to August 2017. Mr. Dec received his B.S. in accounting from Mount St. Mary’s University and an M.B.A. in finance from American University.	​

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Name and Position	​	​	Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)	​
Georges Gemayel, Ph.D. Director	​	​	Georges Gemayel has served as a member of Supernus’ Board of Directors since 2015. From February 2011 to December 2012, Dr. Gemayel served as Executive Chairman of Syndexa Pharmaceuticals Corp., a privately held drug development company. Prior to that, in 2010, Dr. Gemayel served as Executive Chairman of FoldRx until its acquisition by Pfizer. From June 2008 until November 2009, Dr. Gemayel served as President and Chief Executive Officer of Altus Pharmaceuticals, a publicly traded pharmaceutical company. From 2003 to 2008, he was Executive Vice President at Genzyme Corporation where he was responsible for Genzyme’s global therapeutics, transplant, renal and biosurgery businesses. From 2000 to 2003, Dr. Gemayel was employed as Vice President National Specialty Care for Hoffmann La-Roche, responsible for its U.S. business for dermatology, oncology, transplantation, hepatitis and HIV. Dr. Gemayel joined Hoffmann-La Roche in 1988 and served in various positions of increasing responsibility over his tenure there. Dr. Gemayel received his doctorate in pharmacy from St. Joseph University in Beirut, Lebanon and his Ph.D. in Pharmacology from Paris-Sud University in Paris. France. Dr. Gemayel currently serves as Chairman of the board of directors of GlycoEra AG a privately held company, as well as serving as a director of Disc Medicine Inc., a publicly traded company, and of Flamingo Therapeutics, a privately held company. He was previously a director of Adolor Corporation, a publicly traded company, acquired by Cubist Pharmaceuticals. Inc., a director at Prosensa, acquired by Biomarin, a director at NPS, acquired by Shire, a director of Epitherapeutics, acquired by Gilead, a director of Raptor Pharmaceutical Corp., acquired by Horizon Pharma plc, the Chairman of Enterome Bioscience SA and Dimension Therapeutics, acquired by Ultragenyx, a director of Momenta Pharmaceuticals, a publicly traded company acquired by Johnson and Johnson, the Executive Chairman of Gemini Therapeutics, which merged with Disc Medicine Inc., the Chairman of Dynacure, which merged with Flamingo Therapeutics, and the Chairman of Vascular Magnetics and Oxthera AB, both privately owned companies. Dr. Gemayel’s substantial experience on the boards of directors of life science and healthcare companies and his over 25 years of experience in the pharmaceutical industry, including management and executive positions spanning the United States, Europe and the Middle East, qualify him to serve as a director.	​
Frederick M. Hudson Director	​	​	Frederick M. Hudson has served as a member of Supernus’ Board of Directors and chair of the Audit Committee since 2010. Mr. Hudson retired as a partner in the accounting firm of KPMG LLP in 2006 after a 37 year career with the firm. During Mr. Hudson’s career with KPMG, he was the partner in charge of the health care audit practice for the Washington — Baltimore business unit, and held leadership positions for serving the middle market practice and due diligence and mergers and acquisitions services. He was also a leader of the health care audit practice for the Mid-Atlantic area of KPMG, and served as national account lead partner and venture capital liaison partner. Mr. Hudson currently chairs the audit committee of the board of directors of scPharmaceuticals, Inc., a publicly traded pharmaceutical company. From 2014 to 2019, Mr. Hudson was on the board of directors of Aradigm Corporation, a publicly traded specialty	​

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Name and Position	​	​	Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)	​
​	​	​	pharmaceutical company, and was also chair of the audit committee and a member of several other board committees. He is a director of GBMC Healthcare, Inc. and its affiliate, Greater Baltimore Medical Center, serving as chair of the board from 2019-2022, and previously as chair of the finance committee and audit committee. He was previously on the board of directors and the audit committee chair of Educate, Inc., Woodhaven Holding Corp., Vicor Technologies, Inc., and Paradigm Management Services LLC; and as a member of the board of directors and the compliance committee of Maxim Healthcare Services, Inc. Mr. Hudson received a B.S. in Accounting from Loyola University Maryland and is a Certified Public Accountant (retired). Mr. Hudson’s extensive accounting and health care audit experience qualify him to serve as a director.	​
Jack A. Khattar President, Chief Executive Officer and Director	​	​	Jack A. Khattar is the founder of Supernus and has served as its President, Chief Executive Officer and Secretary and a Director since 2005. From 1999 to 2005, Mr. Khattar served in various positions during that time as a board member, President and Chief Executive Officer of Shire Laboratories Inc., the drug delivery subsidiary of Shire plc. From 1999 to 2004, he also served as a member of Shire plc’s executive committee. Prior to that, Mr. Khattar served as an executive officer and the Chairman of the management committee at CIMA Labs Inc. (CIMA), a drug delivery company where he was also responsible for business development, corporate alliances and strategic planning. Prior to joining CIMA in 1995, Mr. Khattar held several marketing and business development positions at Merck & Co., Novartis, Playtex and Kodak in various locations, including the United States, Europe and the Middle East. Mr. Khattar currently serves on the boards of directors of Navitor Pharmaceuticals, LLC a privately-held development stage biotechnology company, and on the advisory board of New Rhein Healthcare, a private equity firm. Mr. Khattar also serves as Chairman of the board of directors of scPharmaceuticals and Cognition Therapeutics Inc., two publicly traded pharmaceutical companies. Mr. Khattar earned his degrees in Marketing with a BBA from American University of Beirut and an MBA from the Wharton School of the University of Pennsylvania. Mr. Khattar’s leadership, executive, managerial, business and pharmaceutical company experience, along with his more than 30 years of industry experience in the development and commercialization of pharmaceutical products and drug delivery technologies, qualify him to be a director.	​
Frank Mottola Senior Vice President of Quality, Chief Technical Operations Officer	​	​	Frank Mottola has served as Supernus’ Senior Vice President, Chief Technical Operations Officer since June 2025. Prior to that, Mr. Mottola was Senior Vice President of Quality, GMP Operations, Information Technology and Regulatory Affairs since March 2024 and Senior Vice President of Quality, GMP Operations and Information Technology since January 2020. Before 2020, Mr. Mottola was Vice President of Quality, GMP Operations and Information Technology from 2017 to 2020. From 2014 to 2017, he served as Vice President of Quality and GMP Operations. Mr. Mottola served as Director of Quality from 2005 to 2013. Prior to 2005, Mr. Mottola was the Director of Quality at Able Laboratories and previously held various positions at Ortho Clinical Diagnostics (a Johnson & Johnson	​

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Name and Position	​	​	Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)	​
​	​	​	company). He has over 25 years of experience in the pharmaceutical industry and holds Bachelor of Science degrees in Biology and Business Administration from Rutgers University and Walden University, respectively.	​
Charles W. Newhall, III Chairman of the Board of Directors	​	​	Charles W. Newhall, III has served as a member of Supernus’ Board of Directors since 2005 and was elected to serve as Chairman of the Board in August 2016. In 1977, Mr. Newhall co-founded New Enterprise Associates (NEA), a venture capital firm that focuses on the medical and life sciences and information technology industries, from which he retired effective December 31, 2012. To date, Mr. Newhall has served as a director of over approximately 60 venture-backed companies. In 1986, he founded the Mid-Atlantic Venture Capital Association (MAVA) and served as its Chairman Emeritus. He served as an advisor to Greenspring Associates from 2012 to 2021. Before NEA, Mr. Newhall was a Vice President of T. Rowe Price. He served in Vietnam commanding an independent platoon including an initial reconnaissance of Hamburger Hill. His decorations include the Silver Star, Bronze Star V (1st OLC) and the Purple Heart. He earned an Honors Degree in English from the University of Pennsylvania and an MBA from Harvard Business School. Mr. Newhall’s substantial experience with companies in the healthcare sector and his venture capital, financial and business experience qualify him to serve as a director.	​
Jonathan Rubin, M.D. Senior Vice President, Chief Medical Officer Research & Development	​	​	Jonathan Rubin, M.D., has served as Supernus’ Senior Vice President, Chief Medical Officer, Research and Development since January 2021. Before joining Supernus in February 2020 as Senior Vice President, Clinical Research and Medical Affairs, Dr. Rubin was Chief Medical Officer of Atentiv, Inc. from May 2018 to February 2020 where he was responsible for clinical strategy and the design of clinical trials. From October 2017 to July 2018, Dr. Rubin was a clinical consultant to Chondrial Therapeutics, Inc. responsible for developing clinical strategy and trials for frataxin replacement therapy. From August 2013 to September 2017, Dr. Rubin was Chief Medical Officer of Alcobra, Inc. where he was responsible for oversight of the company’s clinical development, medical affairs, biometrics and pharmacovigilance, participated in the completion of two Phase III studies in ADHD and assisted with orphan drug and fast track designations for product candidates. From February 2007 to July 2013, Dr. Rubin was Medical Director of Clinical Development and Medical Affairs for Shire Pharmaceuticals where he supported the company’s ADHD portfolio and assisted with the design, execution and interpretation of Phase II, Phase IIIB and Phase IV studies, and from March 2011 to December 2011, he also served as Director, Scientific Licensing Assessment, identifying and evaluating business development opportunities in the neuropsychiatric therapeutic area including autism and ADHD. Prior to entering the biopharmaceutical industry, Dr. Rubin was in private practice as a developmental-behavioral pediatrician for 16 years. Before entering private practice, Dr. Rubin was a pediatric resident at Albert Einstein/Montefiore Hospital in the Bronx, New York and a fellow in ambulatory pediatrics at Boston’s Children Hospital. Dr. Rubin received his M.D. from the University of	​

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Name and Position	​	​	Present Principal Occupation or Employment; Material Positions Held During the Last Five Years; Citizenship (if not United States)	​
​	​	​	Connecticut School of Medicine, his Master of Business Administration from the Columbia School of Business and his Bachelor of Science in molecular biophysics and biochemistry from Yale University	​
Bethany L. Sensenig Director	​	​	Bethany L. Sensenig has served as a member of Supernus’ Board of Directors since August 2023. Ms. Sensenig is currently Chief Financial Officer and Head of Operations of Radius Health, Inc., a commercial stage company focused on osteoporosis and bone health, where her role is focused on corporate strategy, execution, and financial value creation. From January 2022 through July 2023, she was Chief Financial Officer and Interim Chief Executive Officer of 9 Meters Biopharma, a clinical-stage biotechnology company. 9 Meters Biopharma filed for bankruptcy in July 2023. Prior to that, Ms. Sensenig was Chief Financial Officer and Head of U.S. Operations of Minovia Therapeutics, Ltd., a clinical-stage cell therapy company, where she played a critical leadership role in building the company’s business and financing strategy. She spent 13 years at Biogen Inc., a multinational biotechnology company, where she held several positions of increasing responsibility, the latest of which was Vice President of Finance and Commercial Operations. Ms. Sensenig has played key roles in numerous transactions and acquisition-related deals totaling over $2 billion across Biogen and Minovia and had direct P&L accountability at Biogen for upwards of $1 billion in annual revenue across 30 countries spanning the U.S., Asia-Pacific, Latin America and Europe. Earlier in her career, Ms. Sensenig held financial management and analyst roles at Merck & Co. Inc. and Nexus Technologies, Inc. Ms. Sensenig holds a Bachelor of Science in Accounting and Business Management from Montreat College, a Master of Business Administration from Western Carolina University and is a Certified Management Accountant. Ms. Sensenig’s substantial business and strategic financial leadership experience in the pharmaceutical and biotechnology sectors qualify her to serve as a director.	​

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