Voyager Therapeutics Reports Material Definitive Agreement

Ticker: VYGR · Form: 8-K · Filed: Jan 8, 2024 · CIK: 1640266

Complexity: simple

Sentiment: neutral

Topics: material-agreement, corporate-action, biotech

TL;DR

**VYGR just signed a big deal; details pending but expect potential stock movement.**

AI Summary

Voyager Therapeutics, Inc. (VYGR) filed an 8-K on January 8, 2024, reporting a material definitive agreement and other events that occurred on January 3, 2024. This filing indicates significant corporate activity, likely a new partnership or transaction, which could impact the company's financial outlook and strategic direction. For investors, this matters because such agreements often involve upfront payments, milestone payments, or changes in intellectual property rights, all of which can affect the stock's valuation and future growth prospects.

Why It Matters

This filing signals a new, potentially impactful business deal for Voyager Therapeutics, which could significantly alter its financial position or product pipeline. Investors should monitor for details of this agreement as it could drive future stock performance.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but lacks specific details, creating uncertainty about its financial impact and strategic implications.

Analyst Insight

Investors should await further disclosures from Voyager Therapeutics regarding the specifics of the 'Material Definitive Agreement' before making investment decisions, as the impact on valuation is currently unknown.

Key Players & Entities

Forward-Looking Statements

FAQ

What is the specific nature of the 'Material Definitive Agreement' mentioned in the filing?

The filing states that Voyager Therapeutics, Inc. entered into a 'Material Definitive Agreement' on January 3, 2024, but it does not provide specific details about the nature of this agreement, such as the parties involved, financial terms, or subject matter.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 3, 2024, as stated under 'Date of Report (Date of Earliest Event Reported): January 3, 2024'.

What is the trading symbol for Voyager Therapeutics, Inc.?

The trading symbol for Voyager Therapeutics, Inc. is VYGR, as listed under 'Title of each class' and 'Trading Symbol(s)' for its Common Stock.

On which exchange is Voyager Therapeutics, Inc.'s common stock registered?

Voyager Therapeutics, Inc.'s common stock is registered on the Nasdaq Global Select Market, as indicated in the 'Name of each exchange on which registered' section.

What items of information are included in this 8-K filing?

This 8-K filing includes 'Entry into a Material Definitive Agreement,' 'Other Events,' and 'Financial Statements and Exhibits' as per the 'ITEM INFORMATION' sections.

Filing Stats: 1,816 words · 7 min read · ~6 pages · Grade level 12.2 · Accepted 2024-01-08 16:49:46

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 4, 2024, Voyager Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc. and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"), relating to an underwritten public offering (the "Offering") of 7,777,778 shares (the "Firm Stock") of the Company's common stock, par value $0.001 per share (the "Common Stock"), and, in lieu of Common Stock to certain investors, pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 3,333,333 shares of Common Stock (the "Warrant Stock"). All of the Firm Stock and the Pre-Funded Warrants are being sold by the Company. The public offering price of the Firm Stock is $9.00 per share, and the public offering price of the Pre-Funded Warrants is $8.999 per share underlying each Pre-Funded Warrant. The Underwriters have agreed to purchase the Firm Stock from the Company pursuant to the Underwriting Agreement at a price of $8.46 and the Pre-Funded Warrants from the Company pursuant to the Underwriting Agreement at a price of $8.459 per share underlying each Pre-Funded Warrant. Under the terms of the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 1,666,665 shares of Common Stock (the "Optional Stock" and, together with the Firm Stock, the "Stock") at the public offering price less the underwriting discounts and commissions. The Company estimates that the net proceeds from the Offering will be approximately $ 93.5 million, or approximately $ 107.6 million if the Underwriters exercise in full their option to purchase the Optional Stock, in each case, after deducting underwriting discounts and commissions and estimated offering expenses. The Stock and the Pre-Funded Warrants will be issued pursuant to a prospectus supplement dated January 4, 20

01. Other Events

Item 8.01. Other Events. Pricing of Public Offering The full text of the press release issued on January 4, 2024, announcing the pricing of the Offering is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Closing of Novartis Private Placement As previously disclosed, in connection with the execution of a license and collaboration agreement (the "Collaboration Agreement") between the Company and Novartis Pharma AG ("Novartis"), the Company and Novartis also entered into a stock purchase agreement on December 28, 2023 (the "Stock Purchase Agreement"). In accordance with the terms of the Stock Purchase Agreement, on January 3, 2024, the Company issued and sold 2,145,002 shares of the Company's Common Stock (the "Novartis Shares") to Novartis in a private placement at a price of $9.324 per share, for an aggregate purchase price of approximately $20.0 million. Cash Runway Based upon the Company's current long range operating plan, the Company estimates that the net proceeds from the Offering, together with the Company's existing cash and cash equivalents and marketable securities, amounts expected to be received as reimbursement for development costs under its collaborations with Neurocrine Biosciences, Inc. and Novartis, and the $20.0 million the Company received as consideration for the purchase of the Novartis Shares and the $80.0 million upfront payment the Company anticipates receiving from Novartis in connection with the Collaboration Agreement, will enable the Company to fund its operating expenses and capital expenditure requirements into 2027. The Company has based these estimates on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently expects.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K 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 "may," "might," "will," "would," "should," "expect," "plan," "anticipate," "believe," "estimate," "undoubtedly," "target," "project," "intend," "future," "potential," or "continue," and other similar expressions are intended to identify forward-looking statements. For example, all statements the Company makes regarding the Company's expectations and plans regarding the Offering, the Company's anticipated use of proceeds of the Offering, the anticipated closing date of the Offering, the Company's anticipated cash runway, and the sufficiency of the Company's cash resources are forward-looking. All forward-looking statements are based on estimates and assumptions by the Company's management that, although the Company believes to be reasonable, are inherently uncertain. All forward-looking Such risks and uncertainties include, among others, uncertainties related to market conditions, the satisfaction of customary closing conditions related to the Offering and the need for additional financing. 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 is as of the date of this Form 8-K, and any forward-looking or any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated January 4, 2024, by and among Voyager Therapeutics, Inc. and Citigroup Global Markets Inc. and Guggenheim Securities, LLC, as representatives of the several underwriters named therein. 4.1 Form of Pre-Funded Warrant. 5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP. 23.1 Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1 above). 99.1 Press Release of Voyager Therapeutics, Inc., dated January 4, 2024. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

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. VOYAGER THERAPEUTICS, INC. Date: January 8, 2024 By: /s/ Alfred Sandrock, M.D., Ph.D. Alfred Sandrock, M.D., Ph.D. Chief Executive Officer, President, and Director (Principal Executive Officer)

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