OTHER INFORMATION
−Removed: Director and Officer Trading Arrangements
−Removed: 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.
−Removed: 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.
−Removed: federal securities laws that prohibit trading while in possession of material nonpublic information.
−Removed: 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.
−Removed: 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):
−Removed: (Date of Action)
−Removed: Duration of Trading
−Removed: Aggregate Number of Securities
−Removed: ( March 19, 2024 )
−Removed: Rule 10b5-1 trading arrangement for exercises of options and sales of shares
−Removed: Until August 29, 2025, or such earlier date upon which all transactions are completed or expire without execution
−Removed: Up to 89,000 shares
−Removed: Toby Ferguson, M.D., Ph.D.
−Removed: ( Chief Medical Officer )
−Removed: ( March 22, 2024 )
−Removed: Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions related to restricted stock units ("RSUs") granted on or after April 1, 2024
−Removed: Until final settlement of any covered RSU
−Removed: Indeterminable (1)
−Removed: (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.
−Removed: 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.
+Added: (c) Director and Officer Trading Arrangements
+Added: None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5 -1 trading arrangement (as such terms are defined in Items 408(a) and 408(c) of Regulation S-K, respectively) during the quarterly period covered by this report.
The exhibits filed or furnished as part of this Quarterly Report are set forth on the Exhibit Index, which is incorporated herein by reference.
1 unchanged sentence
Incorporated by Reference to:
−Removed: Form of Pre-Funded Warrant
−Removed: Amendment No.
−Removed: 4 to Consulting Agreement by and between the Registrant and Dinah Sah, Ph.D., dated as of February 1, 2024.
−Removed: Employment Agreement, by and between the Registrant and Toby Ferguson, M.D., Ph.D., dated as of February 29, 2024.
−Removed: Transition, Separation and Release of Claims Agreement, by and between the Registrant and Peter P.
−Removed: Pfreundschuh, dated April 1, 2024.
−Removed: Consulting Agreement by and between the Registrant and Peter P.
−Removed: Pfreundschuh, dated as of May 6, 2024
+Added: First Amendment to Collaboration Agreement, by and between Registrant and Neurocrine Biosciences, Inc., dated April 3, 2024.
+Added: Employment Agreement, by and between the Registrant and Nathan Jorgensen, Ph.D., dated as of June 11, 2024.
Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14 or 15d-14.
12 unchanged sentences
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.
+Added: August 6, 2024
VOYAGER THERAPEUTICS, INC.
3 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ Robin Swartz
−Removed: Chief Operating Officer
+Added: /s/ Nathan Jorgensen, Ph.D.
+Added: Nathan Jorgensen, Ph.D.
+Added: Chief Financial Officer
(Principal Financial and Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.