Voyager Therapeutics, Inc. 10-Q

ITEM 5. OTHER INFORMATION (c) 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, or 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, 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. ​ 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), or 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ Type of Nature of Duration of Trading Aggregate ​ Action Taken Trading Trading Trading Number of Name (Title) (Date of Action) Arrangement Arrangement Arrangement Securities Todd Carter, Ph.D. (Chief Scientific Officer) Adoption ( September 9, 2024 ) Rule 10b5-1 trading arrangement for exercises of options and sales of shares Sale Until August 15, 2025, or such earlier date upon which all transactions are completed or expire without execution Up to 79,000 shares ​ ​ ​ ​ ​ ​ ​ ​ 34 Table of Contents 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 ​ ​ ​ ​ ​ ​ ​ 10.1* ​ First Amendment to Option and License Agreement, by and between Registrant and Novartis Pharma AG, dated S eptember 3 , 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2* ​ First Amendment to Option and License Agreement, by and between Registrant and AstraZeneca Ireland Limited, dated September 30, 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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. 35 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: November 12, 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/ Nathan Jorgensen, Ph.D. ​ ​ ​ Nathan Jorgensen, Ph.D. ​ ​ ​ Chief Financial Officer ​ ​ ​ (Principal Financial and Accounting Officer) ​ ​ 36