Armistice Capital and Steven Boyd Disclose 4.8M-Share Position in VYGR

Rhea-AI Filing Summary

Armistice Capital, LLC and Steven Boyd report collective beneficial ownership of 4,800,000 shares of Voyager Therapeutics, Inc. common stock, representing 8.65% of the outstanding shares based on 55,468,806 shares outstanding. The filing states Armistice Capital is the investment manager of the direct holder, Armistice Capital Master Fund Ltd., and that Armistice exercises shared voting and dispositive power over the reported shares. Neither Armistice nor Mr. Boyd claim sole voting or dispositive power. The Master Fund is identified as the holder with the right to receive proceeds or dividends.

Positive

• Material stake disclosed: Reporting Persons hold 4,800,000 shares (8.65%), a meaningful position above the 5% reporting threshold
• Clear manager-client structure: Armistice Capital discloses its role as investment manager of the Master Fund and the basis for shared voting/dispositive power
• Affirmation of ordinary-course intent: Certification states shares were acquired and are held in the ordinary course of business and not to change control

Negative

• No sole voting or dispositive power: Reporting Persons report 0 sole voting power and 0 sole dispositive power
• Limited transactional detail: Filing does not disclose acquisition dates, prices, or changes in position over time in this amendment

Insights

Financial Analyst

TL;DR: Armistice Capital discloses an 8.65% stake in Voyager, a material passive holding above 5%.

The filing clearly shows a sizable position of 4.8 million shares, disclosed as shared voting and dispositive power via an investment manager relationship with the Master Fund. For investors, a disclosed >5% stake is material because it signals a concentrated ownership position; however, the filing asserts the shares were acquired in the ordinary course of business and not to influence control. No transaction dates or purchase prices are provided, limiting assessment of timing or cost basis.

Corporate Governance Expert

TL;DR: Reporting Persons exercise shared voting authority but disclaim sole control, consistent with an investment manager-client structure.

The document documents shared voting and dispositive power of 4.8 million shares and includes a joint filing statement under Rule 13d-1(k). The Master Fund is identified as the direct holder while Armistice, as investment manager, exercises voting/investment power. The certification states holdings are not intended to change control. The filing provides standard governance disclosure but contains no agreements or arrangements beyond the investment management relationship.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 5)

Voyager Therapeutics, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

80880W205

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 80880W205

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 4,800,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,800,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,800,000.00

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)

8.65 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 80880W205

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 4,800,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,800,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,800,000.00

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)

8.65 %

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.: 80880W205
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: 4,800,000
(b)	Percent of class: 8.65 %
(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: 4,800,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 4,800,000 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on 55,468,806 Shares outstanding as of August 1, 2025, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025. 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.
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:	08/14/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/14/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, 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: August 14, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

How many Voyager Therapeutics (VYGR) shares does Armistice Capital report owning?

Armistice Capital and Steven Boyd report beneficial ownership of 4,800,000 shares, representing 8.65% of the class.

Does Armistice Capital claim voting or dispositive control over the VYGR shares?

The filing reports shared voting power and shared dispositive power of 4,800,000 shares and 0 sole voting or dispositive power.

On what basis is the 8.65% ownership percentage calculated?

The percentage is based on 55,468,806 shares outstanding, as reported in the issuer's SEC filing referenced in this statement.

Who is the direct holder of the reported Voyager shares?

The direct holder is Armistice Capital Master Fund Ltd., a Cayman Islands exempted company, for which Armistice Capital acts as investment manager.

Did the filers indicate intent to influence control of Voyager Therapeutics?

The certification states the securities were not acquired and are not held for the purpose of changing or influencing control.