SCHEDULE: EcoR1 Capital Boosts Voyager Therapeutics Stake to 6.8%

EcoR1 Capital, LLC and its affiliates reported an amended beneficial ownership of 6.8% in Voyager Therapeutics, Inc., totaling 4,003,636 shares, including warrants.

Summary

• EcoR1 Capital, LLC and Oleg Nodelman, its control person, beneficially own 4,003,636 shares of Voyager Therapeutics, Inc. common stock, representing 6.8% of the class.
• This ownership includes 670,303 shares of common stock and warrants to acquire 3,333,333 shares.
• EcoR1 Capital Fund Qualified, L.P., an investment fund managed by EcoR1 Capital, LLC, beneficially owns 3,738,856 shares, representing 6.4% of the class.
• The Qualified Fund's ownership comprises 594,523 shares of common stock and warrants to acquire 3,144,333 shares.
• The percentage of class is calculated based on 55,600,084 shares of Common Stock outstanding on November 3, 2025, as reported in the Issuer's Form 10-Q for the quarter ended September 30, 2025.
• The securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 5

Explanation: Neutral, as this is a factual report of beneficial ownership and does not contain performance or strategic updates from the issuer.

Positives

• A significant institutional investor, EcoR1 Capital, maintains a substantial stake in Voyager Therapeutics, indicating continued confidence in the company's long-term prospects.
• The beneficial ownership includes a significant number of warrants, suggesting a potential future capital inflow to the company if these warrants are exercised.

Negatives

• No explicit negative information regarding Voyager Therapeutics, Inc. is contained within this beneficial ownership filing.

Risks

• The reporting persons explicitly state that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, which mitigates immediate control-related risks but does not preclude future changes in investment strategy.

Future Outlook

This filing does not contain forward-looking statements or guidance from Voyager Therapeutics, Inc. It solely reports beneficial ownership by an investment entity.

Industry Context

This Schedule 13G filing is a standard regulatory disclosure for institutional investors who acquire more than 5% of a company's voting class of securities. EcoR1 Capital is a healthcare-focused investment firm, and its significant stake in Voyager Therapeutics, a biotechnology company, aligns with its investment strategy in the life sciences sector.

Comparison to Industry Standards

• The reported beneficial ownership percentage of 6.8% by EcoR1 Capital and Oleg Nodelman is a substantial stake, placing them among the larger institutional holders in Voyager Therapeutics.
• The inclusion of warrants in the beneficial ownership calculation is a common practice for investment funds that have participated in financing rounds, providing them with future equity upside.

Related Party Transactions

• EcoR1 Capital, LLC is the general partner and investment adviser of EcoR1 Capital Fund Qualified, L.P.
• Oleg Nodelman is the control person of EcoR1 Capital, LLC.
• These relationships define the joint filing group for beneficial ownership reporting purposes.

Stakeholder Impact

• Shareholders: Disclosure of a significant institutional holder provides transparency regarding the company's ownership structure and may influence investor sentiment.
• Management: Awareness of a large, long-term investor can influence strategic decisions, though the filing explicitly states no intent to influence control.

Key Dates

Keywords

Voyager Therapeutics, EcoR1 Capital, Oleg Nodelman, Beneficial Ownership, Schedule 13G, Common Stock, Warrants, Biotechnology Investment, Institutional Investor