Form 3 - Initial statement of beneficial ownership of securities
July 09 2024 - 4:10PM
Edgar (US Regulatory)
Exhibit 24.1
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints
each of Robin Swartz, Shawn Stetson, Jacquelyn Fahey Sandell, Scott Townsend, Scott MacDonald and Avery Reaves, signing singly and each
acting individually, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
(1) execute
for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Voyager Therapeutics, Inc.
(the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form
ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information
to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents;
(iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement
of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules thereunder, including any attached documents; (v) Schedule 13D; (vi) Schedule 13G; and (vii) amendments of
each thereof, in accordance with the Exchange Act and the rules thereunder, including any attached documents;
(2) do
and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Schedule 13D, Schedule 13G or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange,
national association or similar authority;
(3) seek
or obtain, as the undersigned’s representative and on the undersigned’s behalf, information regarding transactions in the
Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned
hereby authorizes any such person to release any such information to such attorney-in-fact and approves and ratifies any such release
of information; and
(4) take
any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact,
acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be
done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming nor relieving, nor is the Company assuming nor relieving, any of the undersigned’s
responsibilities to comply with Section 16 or Regulation 13D-G of the Exchange Act. The undersigned hereby acknowledges that neither the
Company nor the foregoing attorneys-in-fact assume (i) any liability for the undersigned’s responsibility to comply with the requirement
of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or
liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act and further agrees to indemnify the attorney-in-fact
and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by
the undersigned to the attorney-in-fact.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions
in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or
director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to
provide services to the Company.
IN WITNESS WHEREOF, the undersigned has caused
this Limited Power of Attorney to be executed as of June 11, 2024.
|
/s/ Nathan Jorgensen, Ph.D.,
M.B.A. |
|
Nathan Jorgensen, Ph.D., M.B.A. |
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