Voyager Technologies, INC./De 8-K Filing

Ticker: VOYG · Form: 8-K · Filed: Nov 25, 2025 · CIK: 1788060

Sentiment: neutral

Filing Stats: 1,891 words · 8 min read · ~6 pages · Grade level 13.3 · Accepted 2025-11-24 17:51:19

Key Financial Figures

Filing Documents

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. The disclosure set forth under the heading Additional Capped Call Transactions in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01. Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth under the heading Option Notes in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth under the heading Option Notes in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Option Notes (as defined below in Item 8.01) 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 Option 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 Class A common stock of Voyager Technologies, Inc. (the " Company ") that may be issued upon conversion of the Option 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. A maximum of 19,303,394 shares of the Company's Class A common stock may be issued upon conversion of the Notes (as defined below in Item 8.01), 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. Option Notes On November 20, 2025, the Company was notified by the initial purchasers of the Company's 0.75% Convertible Senior Notes due 2030 (the " Original Notes ") issued in the previously announced private offering, which closed on November 12, 2025, that the initial purchasers had elected to partially exercise their option to purchase $25.0 million in aggregate principal amount of 0.75% Convertible Senior Notes due 2030 (the " Option Notes ," and together with the Original Notes, the " Notes "). On November 24, 2025, the Company closed on the issuance of the Option Notes to the initial purchasers. The net proceeds from the sale of the Option Notes were approximately $24.375 million after deducting the initial purchasers' discounts and commissions. The Company used approximately $3.6 million of the net proceeds from the sale of the Option Notes to pay the cost of the Additional Capped Call Transactions described below. The Option Notes have the same terms as the Original Notes issued on November 12, 2025 and were issued under the same Indenture as the Original Notes dated as of November 12, 2025, between the Company and U.S. Bank Trust Company, National Association, as trustee, which terms are described in the Company's Current Report on Form 8-K filed on November 12, 2025 (the " Prior 8-K "). The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Indenture, including the Form of Global Note attached as Exhibit A thereto, which was filed as Exhibit 4.1 to the Prior 8-K and is incorporated herein by reference. Additional Capped Call Transactions On November 20, 2025, in connection with the sale of the Option Notes, the Company entered into privately negotiated capped call transactions (collectively, the " Additional Capped Call Transactions ") with certain of the initial purchasers or their affiliates and certain other financial institutions (collectively, the " Option Counterpart

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 manage

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibits Exhibit No. Description 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 25, 2025 By: /s/ Dylan Taylor Dylan Taylor Chief Executive Officer Date: November 25, 2025 By: /s/ Filipe De Sousa Filipe De Sousa Chief Financial Officer

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