aibioSupernus inherits Sage securities class action, derivative suits and SEC subpoena
Tickers SUPN
Supernus (Nasdaq: SUPN) took on Sage's New York class action naming Barry Greene and Kimi Iguchi, three derivative suits against sixteen unnamed insiders, and an SEC subpoena. Supernus faces two merger suits of its own.
Key facts
- Company
- Supernus Pharmaceuticals, Inc. (NASDAQ: SUPN)
- News type
- Legal
- Primary source
- Supernus Pharmaceuticals 10-Q for the quarter ended June 30, 2026 (SEC EDGAR)
Supernus Pharmaceuticals, Inc. (Nasdaq: SUPN) took on lawsuits and an SEC inquiry when it completed its acquisition of Sage Therapeutics, Inc. on July 31, 2025. Its 10-Q filed August 3, 2026 describes Sage Therapeutics, LLC as a wholly owned indirect subsidiary. Each Sage matter predates the deal, and in each the 10-Q names Sage or Sage insiders as defendants, not Supernus. The main case is a securities class action filed by Darren Korver on August 28, 2024 in the United States District Court for the Southern District of New York against Sage and two former Sage officers, Barry E. Greene and Kimi Iguchi.
Two new class representatives, Steamfitters Local 449 Pension & Retirement Security Funds and Trust of the Retirement System of the UPR, filed an amended complaint on March 3, 2025 that added five other former Sage officers, unnamed in the 10-Q. Sage also faces three derivative suits against sixteen current and former officers and directors, an SEC subpoena, and two state-court complaints over the Supernus deal.
The case
The amended class action complaint alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act and Rule 10b-5. It seeks unspecified damages for people who bought Sage stock between April 12, 2021 and July 23, 2024, plus attorneys' fees and costs.
Three derivative suits in the same court, filed by Qingping Zhu on March 26, 2025, Jurgen Matton on May 13, 2025 and Joseph Pizzelanti on May 22, 2025, allege violations of Section 14(a) and Rule 14a-9, breach of fiduciary duty, unjust enrichment and waste of corporate assets, and seek unspecified damages and equitable relief.
On July 8 and 9, 2025, purported stockholders filed Taylor v. Sage Therapeutics, Inc., et al., Index No. 654060/2025, and Morgan v. Sage Therapeutics, Inc., et al., Index No. 654094/2025, in New York Supreme Court, New York County. They allege negligent misrepresentation, concealment and negligence, claiming Sage's Schedule 14D-9 omitted purportedly material information. They seek to block the merger or, if it closed, rescission or damages.
Defendants
Class action: Sage, Greene, Iguchi and five unnamed former officers. Sage's 10-K filed February 11, 2025 shows Greene as Chief Executive Officer, and its July 2024 10-Q shows Iguchi as Chief Financial Officer.
Derivative suits: the 10-Q says sixteen current and former Sage officers and directors, without names. Sage's February 2025 10-K, its last annual report before the first suit, was signed by Greene, Christopher Benecchi (Chief Operating Officer) and directors Michael F. Cola, James Frates, Geno Germano, Elizabeth Barrett, George Golumbeski and Jessica Federer. The filings do not say whether any of them is a defendant.
Merger complaints: Sage and "each member of the Board." Sage's Schedule 14D-9 filed July 2, 2025 lists Greene and non-employee directors Barrett, Cola, Federer, Frates, Germano and Golumbeski.
Where it stands
Defendants moved to dismiss the amended complaint on April 17, 2025. A second amended complaint followed on April 30, 2026, and defendants moved to dismiss it on July 15, 2026. The 10-Q set plaintiffs' opposition for August 31, 2026 and defendants' reply for September 22, 2026. The derivative suits remain stayed until the motion is resolved. Supernus has filed no 10-Q since then.
Sage denies wrongdoing. Supernus says it cannot predict the outcome of these matters or estimate a range of possible losses.
SEC subpoena
On October 16, 2024, Sage received a subpoena from the SEC's Enforcement Division for documents about its new drug application for zuranolone in major depressive disorder, including communications with the FDA. The 10-Q says Sage is cooperating.
Why it matters to shareholders
The 10-Q does not report an accrual for these matters and does not describe insurance or indemnification.
Related matters
After its proxy statement for a merger with Indivior Pharmaceuticals, Inc., purported Supernus stockholders sent demand letters and filed two complaints in New York Supreme Court, New York County, according to a proxy supplement filed October 6, 2026. They allege disclosure deficiencies in the proxy statement. The supplement does not name the plaintiffs or the defendants. Supernus says the claims are without merit but added disclosures to moot them. Stockholders adopted the merger agreement on October 15, 2026, according to an 8-K.