Voyager Technologies Reports Material Agreements and Equity Sales

TL;DR

Voyager Tech signed a big deal, took on debt, and sold stock. Big moves happening.

AI Summary

On November 5, 2025, Voyager Technologies, Inc./DE entered into a material definitive agreement, creating a direct financial obligation. The company also reported on the unregistered sales of equity securities and other events. This filing details significant financial and operational developments for Voyager Technologies.

Why It Matters

This filing indicates significant financial activities and potential new obligations for Voyager Technologies, which could impact its financial health and stock performance.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and direct financial obligations, which inherently carry financial risks.

Key Players & Entities

• Voyager Technologies, Inc./DE (company) — Registrant
• November 5, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 1225 17th Street, Suite 1100 Denver, Colorado 80202 (address) — Principal executive offices
• Voyager Space Holdings, Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share VOYG The New York Stock Excha
• $0.001 — tered Class A Common Stock, par value $0.001 per share VOYG The New York Stock Exc
• $435,000,000 — nologies, Inc. (the " Company ") issued $435,000,000 aggregate principal amount of its 0.75%
• $65,000,000 — s are first issued, up to an additional $65,000,000 aggregate principal amount of Notes.
• $1,000 — the Company's Class A common stock per $1,000 principal amount of Notes, which repres
• $30.98 — itial conversion price of approximately $30.98 per share of the Company's Class A comm
• $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
• $30,000,000 — btedness for borrowed money of at least $30,000,000; and (vii) certain events of bankruptcy
• $59.58 — Transactions is initially approximately $59.58 per share (subject to adjustment under
• $63.1 million — ped Call Transactions was approximately $63.1 million. The Capped Call Transactions are sep
• $131.1 million — 2, 2025, the Company used approximately $131.1 million of the net proceeds of the offering of
• $27.7 million — 2, 2025, the Company used approximately $27.7 million of the net proceeds of the offering of

Filing Documents

• voyg-20251105.htm (8-K) — 68KB
• ex41indenturevoyg-2025x11x.htm (EX-4.1) — 944KB
• ex101voyg-formofcappedcall.htm (EX-10.1) — 276KB
• ex102voyg-convertprepaidfo.htm (EX-10.2) — 160KB
• ex10313877000_163561248v9x.htm (EX-10.3) — 1371KB
• ex991launchpressrelease.htm (EX-99.1) — 24KB
• ex992pricingpressreleasefi.htm (EX-99.2) — 27KB
• image_0.jpg (GRAPHIC) — 1KB
• image_1.jpg (GRAPHIC) — 2KB
• image_2.jpg (GRAPHIC) — 2KB
• image_3.jpg (GRAPHIC) — 2KB
• image_4.jpg (GRAPHIC) — 1KB
• image_5.jpg (GRAPHIC) — 2KB
• 0001628280-25-051764.txt ( ) — 3463KB
• voyg-20251105.xsd (EX-101.SCH) — 2KB
• voyg-20251105_lab.xml (EX-101.LAB) — 23KB
• voyg-20251105_pre.xml (EX-101.PRE) — 13KB
• voyg-20251105_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. Indenture and Notes On November 12, 2025, Voyager Technologies, Inc. (the " Company ") issued $435,000,000 aggregate principal amount of its 0.75% Convertible Senior Notes due 2030 (the " Notes "). The Notes were issued pursuant to, and are governed by, an indenture (the " Indenture "), dated as of November 12, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee (the " Trustee "). Pursuant to the purchase agreement between the Company and the representatives of the initial purchasers of the Notes, the Company granted the initial purchasers an option to purchase, for settlement within a period of 13 calendar days from, and including, the date the Notes are first issued, up to an additional $65,000,000 aggregate principal amount of Notes. The Notes will be the Company's senior, unsecured obligations and will be (i) equal in right of payment with the Company's existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company's existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company's existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company's subsidiaries. The Notes will accrue interest at a rate of 0.75% per annum, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2026. The Notes will mature on November 15, 2030, unless earlier repurchased, redeemed or converted. Before August 15, 2030, noteholders will have the right to convert their Notes only upon the occurrence of certain events. From and after August 15, 2030, noteholders may convert their Notes at an

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth in Item 1.01 above under the caption "Indenture and Notes" is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the " Securities Act "), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are "qualified institutional buyers," as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company's Class A common stock that may be issued upon conversion of the Notes will be issued in reliance upon Section 3(a)(9) of the Securities Act as involving an exchange by the Company exclusively with its security holders. Assuming the initial purchasers fully exercise their option to purchase additional Notes, initially, a maximum of 20,981,950 shares of the Company's Class A common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 41.9639 shares of Class A common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01. Other Events

Item 8.01. Other Events. Press Releases On November 5, 2025, the Company issued a press release announcing its intention to offer, subject to market conditions and other factors, the Notes. A copy of the press release is attached here to as Exhibit 99.1 and is incorporated herein by reference. On November 7, 2025, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Repurchase of Class A Common Stock On November 12, 2025, the Company used approximately $27.7 million of the net proceeds of the offering of the Notes to repurchase 1,162,477 shares of its Class A common stock in privately negotiated transactions with certain of the Company's existing stockholders who were investors before the Company's initial public offering (the " Repurchase "). Such share repurchases were negotiated on a stockholder-by-stockholder basis.

Forward-Looking Statements

Forward-Looking Statements This Current Report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report other than statements of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the Notes, including, without limitation, the conversion thereof, timing of the consummation, and expectations regarding the effects, of the Capped Call Transactions, including, without limitation, the expected entry to Additional Capped Call Transactions and Prepaid Forward Transaction. The words "expect," "expectation," "believe," "anticipate," "may," "could," "intend," "belief," "plan," "estimate," "target," "predict," "likely," "seek," "project," "model," "ongoing," "will," "should," "forecast," "outlook" or similar terminology are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These forward-looking statements are based on and reflect the Company's current expectations, estimates, assumptions and/or projections, the Company's perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements are neither promises nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and other important factors that could cause the Company's actual results, performance or achievements to differ materially from those indicated by those statements including, but not limited to: the Company's ability to generate, sustain and mana

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibits Exhibit No. Description 4.1 Indenture, dated as of November 12, 2025, between Voyager Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of certificate representing the 0.75% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.1). 10.1 Form of Confirmation for Capped Call Transaction. 10.2 Form of Confirmation for Prepaid Forward Transaction. 10.3 Third Amendment to Credit Agreement, dated November 10, 2025, among Voyager Technologies, Inc., the guarantors party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent. 99.1 Press release of Voyager Technologies, Inc., dated November 5, 2025. 99.2 Press release of Voyager Technologies, Inc., dated November 7, 2025. 104 Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

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. VOYAGER TECHNOLOGIES, INC. Date: November 12, 2025 By: /s/ Dylan Taylor Dylan Taylor Chief Executive Officer Date: November 12, 2025 By: /s/ Filipe De Sousa Filipe De Sousa Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR