As filed with the Securities and Exchange Commission on March 15, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VOYAGER THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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46-3003182
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Voyager Therapeutics, Inc.
75 Sidney Street,
Cambridge, Massachusetts
(857) 259-5340
(Address of Principal Executive Offices)
Voyager Therapeutics, Inc. 2015 Stock Option and Incentive Plan
Voyager Therapeutics, Inc. 2015 Employee Stock Purchase Plan
(Full Title of the Plans)
Steven M. Paul, M.D.
Chief Executive Officer
Voyager Therapeutics, Inc.
75 Sidney Street,
Cambridge, Massachusetts, 02139
(Name and Address of Agent For Service)
Copy to:
Mitchell S. Bloom, Esq.
Edwin M. OConnor, Esq.
Laurie A. Burlingame, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
per Share(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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1,070,635 shares (3)
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$
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12.19
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$
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13,051,040.65
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$
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1,512.62
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Common Stock, $0.001 par value per share
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267,658 shares (4)
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$
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12.19
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$
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3,262,751.02
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$
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378.15
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(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrants outstanding shares of common stock.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrants common stock, as quoted on the Nasdaq Global Select Market, on March 13, 2017.
(3)
Represents an automatic increase to the number of shares available for issuance under the 2015 Stock Option and Incentive Plan (the 2015 Plan), effective January 1, 2017. Shares available for issuance under the 2015 Stock Option and Incentive Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on March 17, 2016 (Registration No. 333-210258) and November 12, 2015 (Registration No. 333-207958).
(4)
Represents an automatic increase to the number of shares available for issuance under the 2015 Employee Stock Purchase Plan (the ESPP), effective January 1, 2017. Shares available for issuance under the 2015 Employee Stock Purchase Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on March 17, 2016 (Registration No. 333-210258) and November 12, 2015 (Registration No. 333-207958).
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers additional shares of Common Stock under the Registrants 2015 Plan and ESPP.
The number of shares of Common Stock reserved and available for issuance under the 2015 Plan is subject to an automatic annual increase on each January 1, beginning in 2016, by an amount equal to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the 2015 Plan). Accordingly, on January 1, 2017, the number of shares of Common Stock reserved and available for issuance under the 2015 Plan increased by 1,070,635. This Registration Statement registers these additional 1,070,635 shares of Common Stock. The additional shares are of the same class as other securities relating to the 2015 Plan for which the Registrants registration statement filed on Form S-8 (Registration No. 333-207958) on November 12, 2015, is effective.
The number of shares of Common Stock reserved and available for issuance under the ESPP is subject to an automatic annual increase on each January 1, beginning in 2016, by an amount equal to one percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the ESPP). Accordingly, on January 1, 2017, the number of shares of Common Stock reserved and available for issuance under the ESPP increased by 267,658. This Registration Statement registers these additional 267,658 shares of Common Stock. The additional shares are of the same class as other securities relating to the ESPP for which the Registrants registration statement filed on Form S-8 (Registration No. 333-207958) on November 12, 2015, is effective.
The information contained in the Registrants registration statement on Form S-8 (Registration No. 333-207958) is hereby incorporated by reference pursuant to General Instruction E.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts on the March 15, 2017.
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VOYAGER THERAPEUTICS, INC.
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By:
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/s/ Steven M. Paul, M.D.
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Steven M. Paul, M.D.
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Chief Executive Officer, President and Director
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POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Steven Paul, M.D. and Jane Henderson as such persons true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such persons name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
Name
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Title
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Date
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/s/ Steven Paul, M.D.
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President, Chief Executive Officer and Director
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March 15, 2016
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Steven Paul, M.D.
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(Principal Executive Officer)
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/s/ Jane Henderson
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Chief Financial Officer
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March 15, 2016
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Jane Henderson
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(Principal Financial and Accounting Officer)
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/s/ Mark Levin
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Director
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March 15, 2016
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Mark Levin
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/s/ Jim Geraghty
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Director
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March 15, 2016
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Jim Geraghty
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/s/ Michael Higgins
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Director
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March 15, 2016
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Michael Higgins
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/s/ Perry A. Karsen
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Director
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March 15, 2016
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Perry A. Karsen
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/s/ Steven Hyman, M.D.
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Director
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March 15, 2016
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Steven Hyman, M.D.
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/s/ Wendy Dixon, Ph.D.
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Director
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March 15, 2016
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Wendy Dixon, Ph.D.
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/s/ Glenn Pierce, M.D., Ph.D.
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Director
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March 15, 2016
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Glenn Pierce, M.D., Ph.D.
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