UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
Not Applicable
(Former name or former address, if changed since last report)
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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 8.01 Other Events.
Appointment of Toby Ferguson, M.D., Ph.D. as Chief Medical Officer
On February 29, 2024, Voyager Therapeutics, Inc. (the “Company”) and Toby Ferguson, M.D., Ph.D. entered into an employment agreement (the “Employment Agreement”), pursuant to which Dr. Ferguson agreed to serve as the Chief Medical Officer of the Company, with the first date of employment to commence on March 25, 2024 (the “Commencement Date”).
Dr. Ferguson, age 54, previously served in positions of increasing responsibility at Biogen Inc. (“Biogen”) from October 2013 to February 2024, culminating in his service as Vice President, Head of Neuromuscular Development Unit from February 2020 to February 2024. Dr. Ferguson also served as Executive Medical Director from July 2019 to February 2020, Senior Medical Director from May 2018 to July 2019, and other medical director roles from October 2013 to May 2018. Prior to joining Biogen, Dr. Ferguson was Assistant Professor of Neurology at Shriners Pediatric Research Center and Temple University School of Medicine. Dr. Ferguson received his B.S. from the University of Florida and his M.D. and Ph.D. from the University of Florida College of Medicine.
Dr. Ferguson has no family relationship with any of the executive officers or directors of the Company or any person nominated or chosen by the Company to become a director or executive officer of the Company. There are no transactions in which Dr. Ferguson has an interest requiring disclosure under Item 404(a) of Regulation S-K.
The Employment Agreement provides for Dr. Ferguson’s at-will employment as Chief Medical Officer. Pursuant to the Employment Agreement, Dr. Ferguson is entitled to receive an annual base salary of $485,000. He is also eligible to receive an annual cash bonus, determined by and payable at the sole discretion of the board of directors of the Company (the “Board”), at a target level of 40% of his annual base salary then in effect.
In accordance with the Employment Agreement, the Board approved the grant to Dr. Ferguson of the following equity awards: (i) effective as of the Commencement Date, a stock option to purchase 210,000 shares of the Company’s common stock at an exercise price per share equal to the closing price per share of the Company’s common stock on The Nasdaq Global Select Market on the Commencement Date and (ii) effective as of the first day of the calendar quarter immediately following the Commencement Date (the “RSU Grant Date”), a restricted stock unit award representing the right to receive 105,000 shares of the Company’s common stock. The option award vests over a four-year period, with 25% of the shares underlying the award vesting on the first anniversary of the Commencement Date and the remaining 75% of the shares underlying the award vesting monthly over the subsequent three-year period, subject to Dr. Ferguson’s continued employment by the Company. The restricted stock unit award vests over a three-year period, with 33.333% of the shares underlying the award vesting on the first anniversary of the RSU Grant Date and an additional 33.333% of the shares underlying the award vesting annually at the end of each subsequent one-year period, subject to Dr. Ferguson’s continued employment by the Company. The option award and the restricted stock unit award are being granted outside of the Company’s 2015 Stock Option and Incentive Plan as an inducement material to Dr. Ferguson’s entering into employment with the Company in accordance with Nasdaq Stock Market Listing Rule 5635(c)(4).
Under the Employment Agreement, in the event Dr. Ferguson terminates his employment with “good reason” or is terminated without “cause” (as such terms are defined in the Employment Agreement), Dr. Ferguson becomes eligible to receive the continuation of his base salary then in effect for a period of 12 months, a pro rata portion of his target annual bonus and continuation of group health insurance premium payments under COBRA for up to 12 months. In the event Dr. Ferguson terminates his employment with “good reason” or is terminated without “cause” within the period ending 12 months following the consummation of a “sale event” (as defined in the Employment Agreement), Dr. Ferguson becomes eligible to receive the continuation of his base salary for 12 months, a pro rata portion of his target annual bonus, continuation of group health insurance premium payments under COBRA for up to 12 months and acceleration in full of the vesting of all equity awards held by him that vest solely based on continued service. These severance benefits are subject to the execution and effectiveness of a separation agreement and release of claims in favor of the Company and its affiliates.
The Employment Agreement also obligates Dr. Ferguson under standard invention assignment, confidentiality, non-competition, and non-solicitation provisions.
The foregoing description of certain terms of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Employment Agreement, by and between Voyager Therapeutics, Inc. and Toby Ferguson, M.D., Ph.D., dated as of February 29, 2024. | |
| 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: March 13, 2024 | 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) | ||