Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):  March 11, 2019



Voyager Therapeutics, Inc.

(Exact name of registrant as specified in its charter)








(State or other jurisdiction
of incorporation)


File Number)


(I.R.S. Employer
Identification No.)


75 Sidney Street
Cambridge, Massachusetts



(Address of principal executive offices)


(Zip Code)


Registrant’s telephone number, including area code (857) 259-5340


Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company  x


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 13(a) of the Exchange Act.  x





Item 8.01              Other Events.


As previously announced, on January 28, 2019, Voyager Therapeutics, Inc. (the “Company”) entered into a Collaboration and License Agreement, a Stock Purchase Agreement and an Investor Agreement, each with Neurocrine Biosciences, Inc. (“Neurocrine”).  The Collaboration and License Agreement became effective on March 11, 2019, upon expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.  On March 12, 2019, the Company received a $115.0 million upfront payment from Neurocrine under the Collaboration and License Agreement and issued and sold to Neurocrine  4,179,728 shares of the Company’s common stock at a price of $11.9625 per share, for an aggregate purchase price of approximately $50.0 million, pursuant to the Stock Purchase Agreement.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.







Date: March 12, 2019


/s/ G. Andre Turenne



G. Andre Turenne



President and Chief Executive Officer