Voyager Therapeutics : Securities offered to employees pursuant to employee benefit plans

As filed with the Securities and Exchange Commission on March 3, 2020

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)

Delaware	46-3003182
(State or Other Jurisdiction of Incorporation	(I.R.S. Employer Identification No.)
or Organization)
75 Sidney Street, Cambridge, MA	02139
(Address of Principal Executive Offices)	(Zip Code)

Voyager Therapeutics, Inc. 2015 Stock Option and Incentive Plan

Voyager Therapeutics, Inc. 2015 Employee Stock Purchase Plan

(Full Title of the Plans)

G. Andre Turenne

Chief Executive Officer

Voyager Therapeutics, Inc.

75 Sidney Street

Cambridge, Massachusetts 02139

(Name and Address of Agent for Service)

[phone]

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

Copy to:

Brian A. Johnson, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, New York 10007

[phone]

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.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer ☐	Smaller reporting company ☒
	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 7(a)(2)(B) of the Securities Act. ☒

CALCULATION OF REGISTRATION FEE

			Proposed	Proposed
	Title of		Maximum	Maximum
	Securities to be	Amount to be	Offering Price Per	Aggregate	Amount of
	Registered	Registered(1)	Share	Offering Price	Registration Fee
	Common Stock, $0.001 par value per share	1,850,776 shares(2)	$10.55(3)	$19,525,686.80	$2,534.43

1. In accordance with Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
2. Consists of (i) 1,480,621 shares issuable under the 2015 Stock Option and Incentive Plan (the "2015 Stock Plan") and (ii) 370,155 shares issuable under the 2015 Employee Stock Purchase Plan, as amended (the "2015 ESPP").
3. Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based upon the average of the high and low prices of the registrant's Common Stock as reported on the Nasdaq Global Select Market on February 28, 2020, in accordance with Rule 457(c) under the Securities Act for the 1,850,776 shares issuable in the aggregate under the 2015 Stock Plan and 2015 ESPP that are not subject to outstanding equity awards.

Statement of Incorporation by Reference

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 FormS-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 FormS-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 onForm 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 FormS-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; and the contents of the Registration Statement on FormS-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, in each case, except for Item 8, Exhibits.

Item 8. Exhibits.

Number

Description

1. Specimen Common Stock Certificate of the Registrant (Incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K (File No. 001-37625) filed on March 14, 2018).
2. Fifth Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8- K (File No. 001-37625) filed on November 16, 2015).
3. Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K (File No. 001-37625) filed on November 16, 2015).
4. Second Amended and Restated Investors' Rights Agreement by and among the Registrant and certain of its stockholders, dated April 10, 2015 (Incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-207367) filed on October 28, 2015).

5.1 Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant.

1. Consent of Wilmer Cutler Pickering Hale and Dorr LLP (Included in Exhibit 5.1).
2. Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

24.1 Power of Attorney (Included on the signature page of this Registration Statement).

1. 2015 Stock Option and Incentive Plan and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-207367) filed on October 28, 2015).
2. 2015 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.12 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-207367) filed on October 28, 2015).
3. Amendment No. 1 to 2015 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K (File No. 001-37625) filed on March 14, 2018).

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 Cambridge, Massachusetts, on this 3rd day of March, 2020.

VOYAGER THERAPEUTICS, INC.

By: /s/ G. Andre Turenne

G. Andre Turenne

President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Voyager Therapeutics, Inc., hereby severally constitute and appoint G. Andre Turenne and Allison Dorval, 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.

Signature		Title		Date
/s/ G. Andre Turenne		President, Chief Executive Officer and	March 3, 2020
G. Andre Turenne		Director (Principal executive officer)
/s/ Allison Dorval		Chief Financial Officer (Principal financial	March 3, 2020
Allison Dorval		and accounting officer)
/s/ Mark Levin		Director	March 3, 2020
Mark Levin
/s/ Jim Geraghty		Director	March 3, 2020
Jim Geraghty
/s/ Michael Higgins		Director	March 3, 2020
Michael Higgins
/s/ Steven Hyman, M.D.		Director	March 3, 2020
Steven Hyman, M.D.
/s/ Wendy Dixon, Ph.D.		Director	March 3, 2020
Wendy Dixon, Ph.D.
/s/ Glenn Pierce, M.D., Ph.D.		Director	March 3, 2020
Glenn Pierce, M.D., Ph.D.
/s/ Steven Paul, M.D.		Director	March 3, 2020
Steven Paul, M.D.

Exhibit 5.1

[phone] (t)

[phone] (f) Wilmerhale.com

March 3, 2020

Voyager Therapeutics, Inc.

75 Sidney Street

Cambridge, Massachusetts 02139

Re:	2015	Stock Option and Incentive Plan
	2015	Employee Stock Purchase Plan

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 1,850,776 shares of common stock, $0.001 par value per share (the "Shares"), of Voyager Therapeutics, Inc., a Delaware corporation (the "Company"), issuable under the Company's 2015 Stock Option and Incentive Plan and the Company's 2015 Employee Stock Purchase Plan, as amended (collectively, the "Plans").

We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, as applicable, the Shares will be validly issued, fully paid and nonassessable.

March 3, 2020

Page 2

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

WILMER CUTLER PICKERING HALE AND DORR LLP

By: /s/ Brian A. Johnson

Brian A. Johnson, a Partner

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2015 Stock Option and Incentive Plan and the 2015 Employee Stock Purchase Plan of Voyager Therapeutics, Inc. of our report dated March 3, 2020 with respect to the consolidated financial statements of Voyager Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP Boston, Massachusetts March 3, 2020