SEC Form S-8 filed by Voyager Therapeutics Inc.

As filed with the Securities and Exchange Commission on March 11, 2025

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)

Voyager Therapeutics, Inc. 2015 Stock Option and Incentive Plan 

Voyager Therapeutics, Inc. 2015 Employee Stock Purchase Plan

(Full Title of the Plans)

Alfred Sandrock

President and Chief Executive Officer

Voyager Therapeutics, Inc.

75 Hayden Avenue

Lexington, Massachusetts 02421

(Name and Address of Agent for Service)

(857) 259-5340

(Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 (this “Registration Statement”) relating to the 2015 Stock Option and Incentive Plan (the “2015 Stock Plan”) and the 2015 Employee Stock Purchase Plan, as amended (the “2015 ESPP”), of Voyager Therapeutics, Inc. (the “Registrant”) is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-207958, filed with the Securities and Exchange Commission (the “Commission”) on November 12, 2015, by the Registrant, relating to the Registrant’s 2014 Stock Option and Grant Plan, the 2015 Stock Plan, and the 2015 ESPP; the contents of the Registration Statement on Form S-8, File No. 333-210258, filed with the Commission on March 17, 2016, by the Registrant, relating to the 2015 Stock Plan and the 2015 ESPP; the contents of the Registration Statement on Form S-8, File No. 333-216699, filed with the Commission on March 15, 2017, by the Registrant, relating to the 2015 Stock Plan and the 2015 ESPP; the contents of the Registration Statement on Form S-8, File No. 333-223638, filed with the Commission on March 14, 2018, by the Registrant, relating to the 2015 Stock Plan and the 2015 ESPP; the contents of the Registration Statement on Form S-8, File No. 333-229891, filed with the Commission on February 26, 2019, by the Registrant, relating to the 2015 Stock Plan, the 2015 ESPP, inducement stock option grant awards and inducement restricted stock unit awards; the contents of the Registration Statement on Form S-8, File No. 333-236870, filed with the Commission on March 3, 2020, by the Registrant, relating to the 2015 Stock Plan and the 2015 ESPP; the contents of the Registration Statement on Form S-8, File No. 333-253549, filed with the Commission on February 26, 2021, by the Registrant, relating to the 2015 Stock Plan, the 2015 ESPP, inducement stock option grant awards and inducement restricted stock unit awards; the contents of the Registration Statement on Form S-8, File No. 333-263356, filed with the Commission on March 8, 2022, by the Registrant, relating to the 2015 Stock Plan and the 2015 ESPP; the contents of the Registration Statement on Form S-8, File No. 333-270317, filed with the Commission on March 7, 2023, by the Registrant, relating to the 2015 Stock Plan, the 2015 ESPP, inducement stock option grant awards and inducement restricted stock unit awards; and the contents of the Registration Statement on Form S-8, File No. 333-277474, filed with the Commission on February 28, 2024, by the Registrant, relating to the 2015 Stock Plan, the 2015 ESPP, inducement stock option grant awards and inducement restricted stock unit awards, in each case, except to the extent amended or superseded by the contents hereof.

Item 8. Exhibits.

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 Lexington, Massachusetts, on this 11^th day of March, 2025.

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Voyager Therapeutics, Inc., hereby severally constitute and appoint Alfred Sandrock and Nathan Jorgensen, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Voyager Therapeutics, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.