December 19, 2016
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
100 F. Street, N.E.
Washington, D.C. 20549
Attention: Suzanne Hayes
Joseph McCann
Re: Voyager Therapeutics, Inc.
Registration Statement on Form S-3
Filed December 1, 2016
File No. 333-214861
Dear Ms. Hayes:
This letter is being submitted on behalf of Voyager Therapeutics, Inc. (the Company) in response to the comments of the staff of the Division of Corporation Finance (the Staff) of the U.S. Securities and Exchange Commission (the Commission) with respect to the Companys Registration Statement on Form S-3, File No. 333-214861, filed December 1, 2016 (the Registration Statement), as set forth in your letter dated December 16, 2016 addressed to Dr. Steven M. Paul, President and Chief Executive Officer of the Company (the Comment Letter). The Company is concurrently filing with the Commission an amended Registration Statement, which includes changes that reflect responses to the Staffs comments. For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment.
Registration Statement on Form S-3 filed December 1, 2016
1. Your plan of distribution and coverpage for the sales agreement prospectus indicate that sales of your common stock, if any, will be made at market prices by any method that is deemed to be an at the market offering as defined in Rule 415 under the Securities Act, including sales made directly on The NASDAQ Global Select Market or any other trading market for your common stock, or sales to or through a market maker other than on an exchange. Your disclosure also states that Cowen and Company may sell your common stock by any other method permitted by law, including negotiated transactions. Please tell us whether sales made to or through a market maker or sales made in negotiated transactions satisfy the at the market offering definition under Rule 415. If any sales method does not constitute a sales method that is deemed to be an at the market offering as defined in Rule 415 or if any material information
with respect to a particular offering has been omitted, please confirm that you will file an additional prospectus supplement at the time of such sales or tell us why such additional filing would not be necessary.
RESPONSE: The Company acknowledges the Staffs comment. The Company has revised its disclosure on the coverpage and page 10 of the sales agreement prospectus to provide that sales may be made only in an at the market offering as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended (the Securities Act). The Company hereby confirms that if any sales method does not constitute a sales method that is deemed to be an at the market offering as defined in Rule 415(a)(4) of the Securities Act, or if any material information with respect to a particular offering has been omitted, it will file an additional prospectus supplement at the time of such sales.
Exhibits
2. Please file your indentures (Exhibits 4.2 and 4.3) prior to effectiveness of the registration statement.
RESPONSE: The Company acknowledges the Staffs comment and has filed the indentures as Exhibits 4.2 and 4.3 to the Registration Statement.
Should you have any further comments or questions with regard to the foregoing, please do not hesitate to contact the undersigned by phone at (617) 570-1879, by facsimile transmission at (617) 321-4398 or by e-mail LBurlingame@goodwinlaw.com, or Edwin OConnor by phone at (212) 813-8853, by facsimile transmission at (212) 937-3476 or by email at EOConnor@goodwinlaw.com.com.
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Sincerely, | |
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/s/ Laurie A. Burlingame, Esq. | |
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Goodwin Procter LLP | |
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cc: |
Dr. Steven M. Paul, Voyager Therapeutics, Inc. |
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J. Jeffrey Goater, Voyager Therapeutics, Inc. |
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Mitchell S. Bloom, Esq., Goodwin Procter LLP |
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Edwin OConnor, Esq., Goodwin Procter LLP |