As filed with the Securities and Exchange Commission on March 8, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VOYAGER THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 46-3003182 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| 75 Sidney Street, Cambridge, MA | 02139 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Voyager Therapeutics, Inc. 2015 Stock Option and Incentive Plan
Voyager Therapeutics, Inc. 2015 Employee Stock Purchase Plan
(Full Title of the Plans)
Michael Higgins
Interim Chief Executive Officer and President
Voyager Therapeutics, Inc.
75 Sidney Street
Cambridge, Massachusetts 02139
(Name and Address of Agent for Service)
(857) 259-5340
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
|
Brian A. Johnson, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 7 World Trade Center 250 Greenwich Street New York, New York 10007 (212) 230-8800 |
Robert Hesslein, Esq. Senior Vice President and General Counsel Voyager Therapeutics, Inc. 75 Sidney Street Cambridge, Massachusetts 02139 (857) 259-5340 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company 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 ¨ | Accelerated filer x |
| Non-accelerated filer ¨ | Smaller reporting company x |
| Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Statement of Incorporation by Reference
This Registration Statement on Form S-8 (this “Registration Statement”) relating to the 2015 Stock Option and Incentive Plan (the “2015 Stock Plan”) and the 2015 Employee Stock Purchase Plan, as amended (the “2015 ESPP”), of Voyager Therapeutics, Inc. (the “Registrant”) is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-207958, filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2015, by the Registrant, relating to the Registrant’s 2014 Stock Option and Grant Plan, the 2015 Stock Plan, and the 2015 ESPP; the contents of the Registration Statement on Form S-8, File No. 333-210258, filed with the Commission on March 17, 2016, by the Registrant, relating to the 2015 Stock Plan and the 2015 ESPP; the contents of the Registration Statement on Form S-8, File No. 333-216699, filed with the Commission on March 15, 2017, by the Registrant, relating to the 2015 Stock Plan and the 2015 ESPP; the contents of the Registration Statement on Form S-8, File No. 333-223638, filed with the Commission on March 14, 2018, by the Registrant, relating to the 2015 Stock Plan and the 2015 ESPP; the contents of the Registration Statement on Form S-8, File No. 333-229891, filed with the Commission on February 26, 2019, by the Registrant, relating to the 2015 Stock Plan, the 2015 ESPP, inducement stock option grant awards and inducement restricted stock unit awards; the contents of the Registration Statement on Form S-8, File No. 333-236870, filed with the Commission on March 3, 2020, by the Registrant, relating to the 2015 Stock Plan and the 2015 ESPP; and the contents of the Registration Statement on Form S-8, File No. 333-253549, filed with the Commission on February 26, 2021, by the Registrant, relating to the 2015 Stock Plan, the 2015 ESPP, inducement stock option grant awards and inducement restricted stock unit awards, in each case, except for Item 8, Exhibits.
Item 8. Exhibits.
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts, on this 8th day of March, 2022.
| VOYAGER THERAPEUTICS, INC. | ||
| By: | /s/ Michael Higgins | |
| Michael Higgins | ||
| Interim Chief Executive Officer and President | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Voyager Therapeutics, Inc., hereby severally constitute and appoint Michael Higgins and Julie Burek, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Voyager Therapeutics, Inc., to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ G. Michael Higgins | Interim Chief Executive Officer and President, Director | March 8, 2022 | ||
| Michael Higgins | (Principal Executive Officer) | |||
| /s/ Julie Burek | Vice President of Finance | March 8, 2022 | ||
| Julie Burek | (Principal Financial and Accounting Officer) | |||
| /s/ Mark Levin | Director | March 8, 2022 | ||
| Mark Levin | ||||
| /s/ Jim Geraghty | Director | March 8, 2022 | ||
| Jim Geraghty | ||||
| /s/ Steven Hyman, M.D. | Director | March 8, 2022 | ||
| Steven Hyman, M.D. | ||||
| /s/ Steven Paul, M.D. | Director | March 8, 2022 | ||
| Steven Paul, M.D. | ||||
| /s/ Glenn Pierce, M.D., Ph.D. | Interim Chief Scientific Officer, Director | March 8, 2022 | ||
| Glenn Pierce, M.D., Ph.D. | ||||
| /s/ Alfred Sandrock, M.D., Ph.D. | Director | March 8, 2022 | ||
| Alfred Sandrock, M.D., Ph.D. | ||||
| /s/ Nancy Vitale | Director | March 8, 2022 | ||
| Nancy Vitale |
Exhibit 5.1
+1 212 230-8800 (t)
+1 212 230 8888 (f)
Wilmerhale.com
March 8, 2022
Voyager Therapeutics, Inc.
75 Sidney Street
Cambridge, Massachusetts 02139
| Re: | 2015 Stock Option and Incentive Plan | ||
| 2015 Employee Stock Purchase Plan |
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 1,897,868 shares of common stock, $0.001 par value per share (the “Shares”), of Voyager Therapeutics, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2015 Stock Option and Incentive Plan and the Company’s 2015 Employee Stock Purchase Plan, as amended (collectively, the “Plans”).
We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws .
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, as applicable, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
|
Very truly yours, | |
|
WILMER CUTLER PICKERING HALE AND DORR LLP |
| By: | /s/ Brian A. Johnson | |
| Brian A. Johnson, a Partner |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2015 Stock Option and Incentive Plan and the 2015 Employee Stock Purchase Plan of Voyager Therapeutics, Inc. of our reports dated March 8, 2022, with respect to the consolidated financial statements of Voyager Therapeutics, Inc. and the effectiveness of internal control over financial reporting of Voyager Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
March 8, 2022
Exhibit 107
Calculation of Filing Fee Tables
| Form S-8 |
| (Form Type) |
| Voyager Therapeutics, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
Table 1—Newly Registered Securities
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, $0.001 par value per share |
Other
|
1,897,868 shares (2)
|
$3.78 (3) | $7,173,941.04 (3) |
$92.70 per $1,000,000 |
$665.03 |
| Total Offering Amounts | $7,173,941.04 | $665.03 | |||||
| Total Fee Offsets | $0 | ||||||
| Net Fee Due | $665.03 | ||||||
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Consists of (i) 1,518,295 shares issuable under the 2015 Stock Option and Incentive Plan and (ii) 379,573 shares issuable under the 2015 Employee Stock Purchase Plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on March 4, 2022, in accordance with Rule 457(c) under the Securities Act, for the 1,897,868 shares issuable in the aggregate under the 2015 Stock Option and Incentive Plan and 2015 Employee Stock Purchase Plan that are not subject to outstanding equity awards. |