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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 8, 2026
Voyager
Therapeutics, Inc.
(Exact name of
registrant as specified in its charter)
| Delaware |
|
001-37625 |
|
46-3003182 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
75 Hayden Avenue
Lexington,
Massachusetts |
|
02421 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number,
including area code (857) 259-5340
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
| Common
Stock, $0.001 par value |
VYGR |
Nasdaq
Global Select Market |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
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 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
From time to time, Voyager Therapeutics, Inc. (the “Company”)
presents or distributes slide presentations to the investment community to provide updates and summaries of its business. The Company
is posting a copy of its current corporate investor presentation to the “Investors” portion of its website at https://www.voyagertherapeutics.com/.
The Company also plans to distribute a letter summarizing certain of the information included in the corporate investor presentation to
specified stockholders. Copies of the corporate investor presentation and letter to stockholders are furnished as Exhibit 99.1 and Exhibit
99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The information contained on, or accessible
through, the Company’s website is not incorporated by reference into this Current Report on Form 8-K and should not be considered
to be a part hereof.
The information in this Current Report on Form 8-K (including Item
7.01, Exhibit 99.1 and Exhibit 99.2) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth
by specific reference in such a filing.
By providing the information in Item 7.01
of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 hereto, the Company is not making an admission as to the materiality
of any information herein. The information contained in this Current Report on Form 8-K is intended to be considered in the context of
more complete information included in the Company’s filings with the SEC and other public announcements that the Company has made
and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information
contained in this Current Report on Form 8-K, although it may do so from time to time as its management believes is appropriate. Any such
updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K (including Exhibit 99.1 and Exhibit
99.2) contains forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform
Act of 1995 and other federal securities laws. The use of words such as “expect,” “anticipate,” “potential,”
“may,” “plan,” “future,” “suggest,” “would,” “believe,” “will,”
or “continue,” and other similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. These forward-looking statements include, among other things, statements about expectations
for the Company’s achievement of preclinical and clinical development milestones for its potential development candidates, such
as the identification of lead development candidates, IND and CTA filings, the initiation of clinical trials, and the generation of clinical
data and proof-of-concept data; the potential for third-party clinical data to inform the Company’s product development programs;
the Company’s ability to expand beyond gene therapy and antibodies into other modalities of neurogenetic medicine, including Voyager
NeuroShuttles and small molecule therapies; the Company’s ability to generate near-term and long-term funding through reimbursement,
upfront, milestone and royalty-based fees (as applicable) under its existing licensing and collaboration agreements, and to obtain data
regarding the performance of its TRACER-derived capsid families licensed to its collaborators and partners under such agreements; the
Company’s ability to maintain and advance product development programs under its current partnerships and collaborations, including
the anticipated timing of regulatory submissions by collaborators; and the sufficiency of the Company’s cash resources.
These forward-looking statements are only predictions, and the Company
may not actually achieve the plans, intentions, or expectations disclosed in the forward-looking statements. All forward-looking statements
are based on estimates and assumptions by the Company’s management that, although the Company believes such forward-looking statements
to be reasonable, are inherently uncertain and subject to risks and uncertainties that may cause actual results to differ materially from
those that the Company expected. Such risks and uncertainties include, among others, the expectations and decisions of regulatory authorities;
the timing, initiation, conduct, and outcomes of the Company’s preclinical studies and clinical trials; the availability of data
from internal or third-party clinical trials; the success of the Company’s product candidates; the availability or commercial potential
of product candidates under collaborations; the willingness and ability of the Company’s collaboration partners to meet obligations
under collaboration agreements with the Company; the continued development of the Company’s technology platforms, including the
Company’s TRACER capsid discovery platform and its non-viral discovery platform; the Company’s scientific approach and program
development progress, and the restricted supply and increased costs of critical research components; the development by third parties
of capsid identification platforms and capsids that may be competitive to the Company’s TRACER capsid discovery platform; the Company’s
ability to create and protect intellectual property rights associated with the TRACER capsid discovery and non-viral platforms, the capsids
and ligands identified by the platforms, and development candidates for the Company’s pipeline programs; the possibility and the
timing of the Company’s receipt of program reimbursement, development or commercialization milestones, option exercise, and other
payments under the Company’s existing licensing or collaboration agreements; the ability of the Company to negotiate and complete
licensing or collaboration agreements with other parties on terms acceptable to the Company and the third parties; the success of programs
controlled by third-party collaborators in which the Company retains a financial interest; the ability to attract and retain talented
directors, employees, and contractors; and the sufficiency of the Company’s cash resources.
These statements are also subject to a number of material risks and
uncertainties that are described in the Company’s most recent Annual Report on Form 10-K filed with the SEC, as updated by its subsequent
filings with the SEC. All information in this Form 8-K (including Exhibit 99.1 and Exhibit 99.2) is as of the date of this Form 8-K, and
any forward-looking statement speaks only as of the date on which it was made. The Company undertakes no obligation to publicly update
or revise this information or any forward-looking statement, whether as a result of new information, future events or otherwise, except
as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Corporate slide presentation of Voyager Therapeutics, Inc. dated January 8, 2026 |
| 99.2 |
|
Letter to stockholders of Voyager Therapeutics, Inc. dated January 8, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURES
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 hereunto duly authorized.
| Date: January 8, 2026 |
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) |
