Voyager Therapeutics (VYGR) risk factors, FY2025 10-K

Risks Related to Our Financial Position and Need for Capital

1. 01We have a history of incurring significant losses and anticipate that we will continue to incur losses for the foreseeable future and may never achieve or maintain consistent profitability
2. 02We may not be able to generate sufficient revenue from the commercialization of our product candidates and may never be consistently profitable
3. 03We will need to raise additional funding, which may not be available on acceptable terms, or at all. Failure to obtain this necessary capital when needed may force us to delay, limit or terminate certain of our product development efforts or other operations
4. 04Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates
5. 05The early stage of our development efforts may make it difficult for our stockholders to evaluate the success of our business to date and to assess our future viability67% rewritten
6. 06trials, and all of our other active product candidates are currently in preclinical development, including VY1706, our tau silencing programNew

Risks Related to the Development and Regulatory Approval of Our Product Candidates

1. 07decrease our ability to generate sufficient product revenue, and our business, financial condition, results of operations and prospects may be harmedNew
2. 08Results from preclinical studies and early-stage clinical trials may not be indicative of efficacy in late-stage clinical trials25% rewritten
3. 09We have conducted, and may in the future choose to conduct, one or more of our clinical trials outside the United StatesNew
4. 10non-human primate GLP toxicology study suggesting that a different payload would be necessary to achieve the desired product profile for the programNew
5. 11If we have difficulty enrolling a sufficient number of patients to conduct our clinical trials as planned, we may need to delay, limit or terminate ongoing or planned clinical trials in some or all localities, any of which would harm our business, financial condition, results of operations and prospects
6. 12Our product candidates may cause undesirable side effects or have other properties that could delay or prevent their further development or regulatory approval, limit their commercial potential or result in significant negative consequences following any potential marketing approval42% rewritten
7. 13Any of these events could prevent us from achieving or maintaining market acceptance of our product candidates and could significantly harm our business, prospects, financial condition and results of operations24% rewritten
8. 14A potential breakthrough therapy designation by the FDA for our product candidates may not lead to a faster development or regulatory review or approval process, and it does not increase the likelihood that our product candidates will receive marketing approval
9. 15A potential regenerative medicine advanced therapy designation by the FDA for our product candidates may not lead to a faster development or regulatory review or approval process, and it does not increase the likelihood that our product candidates will receive marketing approval
10. 16Fast Track designation by the FDA may not actually lead to a faster development or regulatory review or approval process and does not assure FDA approval of our product candidate
11. 17Priority review designation by the FDA may not lead to a faster regulatory review or approval process and, in any event, does not assure FDA approval of our product candidate25% rewritten
12. 18Even if we obtain regulatory approval for a product candidate, our products will remain subject to regulatory oversight
13. 19requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain profitability, which would harm our business, financial condition, results of operations and prospects98% rewritten
14. 20In addition, government funding of the SEC and other government agencies on which our operations may rely, including those that fund research and development activities, is subject to the political process, which is inherently fluid and unpredictableNew
15. 21government shutdown occurs, it could significantly impact the ability of the FDA to timely review and process our regulatory submissions and could impact our ability to access the public markets and obtain necessary capital to properly capitalize and continue our operationsNew
16. 22Even if we obtain and maintain approval for our product candidates from the FDA, we may never obtain approval for our product candidates outside of the United States, which would limit our market opportunities and adversely affect our business32% rewritten
17. 23If approved, our product candidates that are licensed and regulated as biologics may face competition from biosimilars approved through an abbreviated regulatory pathway

Risks Related to Third Parties

1. 24We may seek to enter into collaborations and out-licensing transactions in the future with other third parties. If we are unable to enter into such collaborations or out-licensing transactions, or if these collaborations or out-licensing transactions are not successful, our business could be adversely affected
2. 25We and our collaborators have relied, and we and our collaborators expect to continue to rely, on third parties to conduct, supervise and monitor our preclinical studies and clinical trials, and if these third parties perform in an unsatisfactory manner, our business could be harmed

Risks Related to Manufacturing

1. 26Our gene therapies, non-viral therapeutics, and other biological modalities are novel, complex and difficult to manufacture. We could experience manufacturing problems that result in delays in the development or commercialization of our product candidates or otherwise harm our business
2. 27Failure to comply with ongoing regulatory requirements could cause us to suspend production or put in place costly or time-consuming remedial measures
3. 28Given the nature of biologics manufacturing, there is a risk of contamination. Any contamination could adversely affect our ability to produce product candidates on schedule and could, therefore, harm our results of operations and cause reputational damage
4. 29Failure to obtain access to or to protect intellectual property related to the manufacturing of our products or product candidates may result in changes, delays and/or inability to manufacture such products or product candidates

Risks Related to Our Business Operations

1. 30We may not be successful in our efforts to identify or discover additional product candidates and may fail to capitalize on programs or product candidates that may be a greater commercial opportunity, or for which there is a greater likelihood of success
2. 31Our future success depends on our ability to retain key members of our management and research and development teams, and to attract, retain and motivate qualified personnel41% rewritten
3. 32If we are unable to manage expected growth in the scale and complexity of our operations, our performance may suffer
4. 33Our employees, principal investigators, consultants and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading
5. 34Current and future legislation may increase the difficulty and cost for us and any collaborators to obtain marketing approval of and commercialize our product candidates and affect the prices we, or they, may obtain
6. 35The prices of prescription pharmaceuticals in the United States and foreign jurisdictions are subject to considerable legislative and executive actions and could impact the prices we obtain for our drug products, if and when approved69% rewritten
7. 36of benefits or advantages to physicians is governed by anti-bribery laws of European Union Member States and the UK Bribery Act 2010New
8. 37may not only impact the EU-U.S. Data Privacy Framework, but also further limit the viability of the so-called standard contractual clauses and other data transfer mechanismsNew
9. 38Product liability lawsuits against us could cause us to incur substantial liabilities and could limit commercialization of any product candidates that we may develop44% rewritten
10. 39If we, our collaborators, or any third-party manufacturers engaged by us or our collaborators fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could harm our business

Risks Related to the Commercialization of Our Product Candidates

1. 40The affected populations for our product candidates may be smaller than we or third parties currently project, which may affect the addressable markets for our product candidates
2. 41If we are unable to establish sales, medical affairs, market access and marketing capabilities or enter into agreements with third parties to market and sell our product candidates, we may be unable to generate any product revenue
3. 42The insurance coverage and reimbursement status of newly-approved products is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for our product candidates, if approved, could limit our ability to market those products and decrease our ability to generate product revenue56% rewritten
4. 43reimbursement for particular medications. Increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the prices charged for medical productsNew
5. 44The commercial success of any of our product candidates will depend upon its degree of market acceptance by physicians, patients, third-party payors and others in the medical community
6. 45Even if a potential product displays a favorable efficacy and safety profile in preclinical studies and clinical trials, market acceptance of the product will not be fully known until after it is launched26% rewritten
7. 46If we obtain approval to commercialize our product candidates outside of the United States, in particular in the United Kingdom or European Union, a variety of risks associated with international operations could harm our business
8. 47Changes in and uncertainty surrounding U.S. and international trade policies may adversely impact our business and operating resultsNew
9. 48November 10, 2026, that includes the continued suspension of the heightened reciprocal tariffs on China and delayed enforcement of new U.S. export rules targeting affiliates of blacklisted firmsNew
10. 49For those countries that have concluded trade deals with the United States, the tariff rates agreed to - including with regard to pharmaceuticals and pharmaceutical ingredients - have now reverted to 10% until July 24, 2026New

Risks Related to Our Intellectual Property

1. 50Our rights to develop and commercialize our product candidates are subject to, in part, the terms and conditions of licenses granted to us by others77% rewritten
2. 51If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates
3. 52We may not be successful in obtaining necessary rights to our product candidates through acquisitions and in-licenses32% rewritten
4. 53we are unable to do so, the institution may offer the intellectual property rights to other parties, potentially blocking our ability to develop our program. We may also decide not to exercise an option to such institutional rightsNew
5. 54Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements
6. 55We may not be able to protect our intellectual property rights throughout the world
7. 56Issued patents covering our technology or product candidates could be found invalid or unenforceable if challenged in court. We may not be able to protect our trade secrets in court
8. 57Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain and could harm our business82% rewritten
9. 58examination, post-grant review and inter partes review before the USPTO or foreign patent offices. Third parties may assert infringement claims against us based on existing patents or patents that may be granted in the future, regardless of the merit of the claimNew
10. 59Intellectual property litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities
11. 60We may be subject to claims asserting that our employees, consultants or advisors have wrongfully used or disclosed alleged trade secrets or other proprietary confidential information or know-how of their current or former employers or claims asserting ownership of what we regard as our own intellectual property
12. 61Changes in U.S. patent law could diminish the value of patents in general, thereby impairing our ability to protect our products
13. 62If we do not obtain patent term extension and regulatory exclusivity for our product candidates, our business may be harmed88% rewritten
14. 63are obtained, once the patent life has expired, we may be open to competition from competitive products, including generics or biosimilarsNew
15. 64Intellectual property rights do not necessarily address all potential threats
16. 65We may not be able to maintain sufficient control over our proprietary know-how or trade secrets when employees, consultants, advisors or persons with access to our proprietary information terminate their relationship with us
17. 66Our reliance on third parties requires us to share our trade secrets, confidential information and know-how, which increases the possibility that a competitor will discover them or that our trade secrets, confidential information and/or know-how will be misappropriated or disclosed32% rewritten

Risks Related to Ownership of Our Common Stock

1. 67Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall
2. 68Persons who were our stockholders prior to our initial public offering continue to hold a substantial number of shares of our common stock. If such persons sell, or indicate an intention to sell, substantial amounts of our common stock in the public market, the trading price of our common stock could decline
3. 69The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for purchasers of our common stock55% rewritten
4. 70We have been, and could in the future be, subject to legal actions and proceedings related to the decline in our stock price, which could distract our management and could result in substantial costs or large judgments against us
5. 71We have broad discretion in how we apply our available funds, and we may not use these funds effectively, which could affect our results of operations and cause our stock price to decline
6. 72Provisions in our amended and restated certificate of incorporation and bylaws and Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management
7. 73Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be our stockholders’ sole source of gain
8. 74We might not be able to utilize a significant portion of our net operating loss carryforwards
9. 75Our internal computer systems, or those of our collaborators or other contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of our product development programs