Voyager Therapeutics disclosure: Armistice Capital, LLC and Steven Boyd report beneficial ownership of 3,500,000 shares of common stock, representing 5.87% of the class. The filing states shared voting and dispositive power over those shares.
The filing explains Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder, and that Mr. Boyd, as managing member, may be deemed to beneficially own the reported shares.
Positive
None.
Negative
None.
Insights
Large passive stake reported by an institutional manager.
The filing documents a 3,500,000-share position equal to 5.87% of Voyager Therapeutics' common stock as reported by Armistice Capital and Steven Boyd. The reporting clarifies shared voting and dispositive power rather than sole control.
Investor impact depends on whether the holder takes active governance steps; subsequent filings would show any changes to voting or disposition intentions.
Stake held through a managed fund; disclosure follows Schedule 13G/A mechanics.
The statement attributes ownership to Armistice Capital as manager of the Master Fund, noting the Master Fund is the direct holder and Armistice exercises voting/investment power under an Investment Management Agreement.
Cash‑flow treatment and any plans to sell or acquire additional shares are not stated in the excerpt; further amendments would disclose material changes.
Key Figures
Beneficial ownership:3,500,000 sharesPercent of class:5.87%Shared voting power:3,500,000 shares+2 more
5 metrics
Beneficial ownership3,500,000 sharesSchedule 13G/A reported by Armistice Capital/Steven Boyd
Percent of class5.87%Percent of Voyager common stock reported in Item 4(b)
Shared voting power3,500,000 sharesItem 4(c)(ii): shared power to vote or direct the vote
Shared dispositive power3,500,000 sharesItem 4(c)(iv): shared power to dispose or direct disposition
CUSIP92915B106Voyager Therapeutics common stock CUSIP
"Amendment No. 8 Voyager Therapeutics, Inc. Common Stock"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficial ownershipregulatory
"Amount beneficially owned: 3,500,000 (b) Percent of class: 5.87%"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
dispositive powerregulatory
"Shared Dispositive Power 3,500,000.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Investment Management Agreementfinancial
"pursuant to an Investment Management Agreement, Armistice Capital exercises voting"
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
What stake does Armistice Capital report in Voyager Therapeutics (VYGR)?
Armistice Capital reports beneficial ownership of 3,500,000 shares, equal to 5.87% of Voyager's common stock. The filing states the shares are held directly by Armistice Capital Master Fund Ltd., with Armistice Capital exercising voting and investment power.
Who holds voting and dispositive power over the reported Voyager shares?
Armistice Capital is reported to exercise shared voting and dispositive power over the 3,500,000 shares. Steven Boyd, as the managing member, is noted as potentially deemed to beneficially own the same securities.
Is the Master Fund the direct owner of the Voyager shares?
Yes. The filing states Armistice Capital Master Fund Ltd. is the direct holder of the reported shares. Armistice Capital acts as investment manager and exercises voting and investment authority under an Investment Management Agreement.
Does the filing state whether Armistice will buy or sell additional Voyager shares?
No purchase or sale instructions are included in this excerpt. The statement documents current beneficial ownership and management relationships; any plans to trade would require a future amendment or separate disclosure.
What is the filing date and who signed the Schedule 13G/A for VYGR?
The amendment is signed May 15, 2026 by Steven Boyd as Managing Member of Armistice Capital, LLC. The filing lists Voyager Therapeutics' issuer details and the reporting persons' addresses in New York and Lexington, MA.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
Voyager Therapeutics, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
92915B106
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
92915B106
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.87 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
92915B106
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,500,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.87 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Voyager Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
75 HAYDEN AVENUE, LEXINGTON, MA, 02421
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
92915B106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
3,500,000
(b)
Percent of class:
5.87%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
3,500,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
3,500,000
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
