Voyager Therapeutics, Inc. 10-Q

ITEM 5. OTHER INFORMATION ​ Director and Officer Trading Arrangements ​ A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is in the form of equity awards and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or our other securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons. ​ Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. ​ 38 Table of Contents The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of our securities adopted or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”) or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K): ​ ​ ​ ​ ​ ​ ​ Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities Nancy Vitale ( Director ) Adoption ( March 19, 2024 ) Rule 10b5-1 trading arrangement for exercises of options and sales of shares Sale Until August 29, 2025, or such earlier date upon which all transactions are completed or expire without execution Up to 89,000 shares Toby Ferguson, M.D., Ph.D. ( Chief Medical Officer ) Adoption ( March 22, 2024 ) Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions related to restricted stock units ("RSUs") granted on or after April 1, 2024 Sale Until final settlement of any covered RSU Indeterminable (1) ​ (1) The number of shares subject to covered RSUs that will be sold to satisfy applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied, the market price of our common stock at the time of settlement, and the potential future grant of additional RSUs subject to this arrangement. This trading arrangement, which applies to RSUs whether vesting based on the passage of time or the achievement of performance goals, provides for the automatic sale of shares that would otherwise be issuable on each settlement date of a covered RSU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to us in satisfaction of the applicable withholding obligation. ​ ITEM 6. EXHIBIT S The exhibits filed or furnished as part of this Quarterly Report are set forth on the Exhibit Index, which is incorporated herein by reference. INDEX TO EXHIBITS ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference to: ​ ​ ​ ​ ​ ​ ​ ​ ​ Exhibit No. Description Form or Schedule Exhibit No. Filing Date with SEC SEC File Number Filed Herewith ​ ​ ​ ​ ​ ​ ​ 4.1 ​ Form of Pre-Funded Warrant ​ 8-K ​ 4.1 ​ 01/08/2024 ​ 001-37625 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1 ​ Amendment No. 4 to Consulting Agreement by and between the Registrant and Dinah Sah, Ph.D., dated as of February 1, 2024. ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Employment Agreement, by and between the Registrant and Toby Ferguson, M.D., Ph.D., dated as of February 29, 2024. ​ 8-K ​ 10.1 ​ 03/13/2024 ​ 001-37625 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3 ​ Transition, Separation and Release of Claims Agreement, by and between the Registrant and Peter P. Pfreundschuh, dated April 1, 2024. ​ 8-K ​ 10.1 ​ 04/02/2024 ​ 001-37625 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4 ​ Consulting Agreement by and between the Registrant and Peter P. Pfreundschuh, dated as of May 6, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 39 Table of Contents 31.1 ​ Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14 or 15d-14. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14 or 15d-14. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1+ ​ Certification of Principal Executive Officer and Principal Financial Officer pursuant to Exchange Act Rules 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.INS ​ Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Document . ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. + The certification furnished in Exhibit 32.1 hereto is deemed to be furnished with this Quarterly Report on Form 10-Q and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. ​ 40 Table of Contents SIGNATURE S 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, thereunto duly authorized. ​ ​ ​ ​ Date: May 13, 2024 VOYAGER THERAPEUTICS, INC. ​ ​ ​ ​ ​ By: ​ /s/ Alfred Sandrock, M.D., Ph.D. ​ ​ ​ Alfred Sandrock, M.D., Ph.D. ​ ​ ​ Chief Executive Officer, President, and Director ​ ​ ​ (Principal Executive Officer) ​ ​ ​ ​ ​ By: ​ /s/ Robin Swartz ​ ​ ​ Robin Swartz ​ ​ ​ Chief Operating Officer ​ ​ ​ (Principal Financial and Accounting Officer) ​ ​ 41