Voyager Acquisition (NASDAQ: VACH) inks $27.5M note and $50M Veraxa share deal
Rhea-AI Filing Summary
Voyager Acquisition Corp. and Veraxa Biotech agreed to a financing package to support their planned business combination and Veraxa’s growth. Veraxa’s holding company, PubCo, will privately issue $27.5 million of senior secured notes due in 15 months, plus warrants to buy 2,391,305 ordinary shares at $11.50 per share. The notes feature monthly redemptions of $2.75 million, a 15% default interest rate and a 20% cash sweep from certain future equity financings, and are secured by substantially all group assets. PubCo also entered into a share purchase agreement with Lincoln Park Capital, giving it the right, but not the obligation, to sell up to $50 million of stock over 24 months at discounts to market, subject to a 4.99% beneficial ownership cap, adjustable to 9.99%. PubCo will issue $750,000 of shares to Lincoln Park as consideration and plans to use proceeds primarily for working capital, corporate purposes and limited underwriter compensation.
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Insights
Voyager and Veraxa lock in structured debt plus an equity line to fund their deSPAC.
The transaction combines a $27.5M senior secured note with warrants for 2,391,305 PubCo shares and a $50M share purchase agreement with Lincoln Park. Together, these arrangements are designed to backstop liquidity around the deSPAC and early pipeline development.
The note is relatively tight: it matures in 15 months, amortizes $2.75M monthly, carries a 15% default rate, and requires a 20% cash sweep from qualifying equity raises. Security over substantially all assets and ranking ahead of unsecured debt increase lender protection and constrain future leverage flexibility.
The Lincoln Park facility provides optional equity funding over up to 24 months, with per-day purchase caps tied to share price and a 4.99%–9.99% ownership cap. Actual dilution and cash inflow will depend on PubCo’s use of this facility after the business combination closes and the resale registration becomes effective.
8-K Event Classification
Key Figures
Key Terms
deSPAC Transaction financial
senior secured notes financial
Variable Rate Transaction financial
cash sweep financial
beneficial ownership limitation financial
Accelerated Purchase financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
Voyager Acquisition Corp.
(Exact name of registrant as specified in its charter)
| N/A | ||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| share beginning 30 days after the completion of our initial business combination and expiring five years after the completion of our initial business combination or earlier upon redemption or our liquidation | The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Securities Purchase Agreement
On May 27, 2026, Voyager Acquisition Corp., a Cayman Islands exempted company with limited liability (“Voyager”), Veraxa Biotech AG, a public limited company organized under the laws of Switzerland (the “Company”), and Veraxa Biotech Holding AG, a company limited by shares organized under the laws of Switzerland (“PubCo”), entered into a securities purchase agreement (the “Purchase Agreement”) with each of the investors listed on the Schedule of Buyers attached thereto (each, a “Buyer” and collectively, the “Buyers”), pursuant to which PubCo agreed to issue and sell, in a private placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder (the “Private Placement”): (i) senior secured notes of PubCo due August 27, 2027 (the “Notes”) in an aggregate principal amount of $27,500,000, and (ii) warrants (the “Warrants” and, together with the Notes, the “Securities”) to purchase up to 2,391,305 of PubCo’s ordinary shares, CHF 1/113.25 par value (the “PubCo Ordinary Shares”).
The Private Placement is being entered into in connection with a business combination transaction (the “deSPAC Transaction”) contemplated by that certain Business Combination Agreement, dated April 22, 2025 (as amended, the “Business Combination Agreement”), by and among PubCo, Voyager, and the other parties thereto, pursuant to which, among other things, (i) Voyager will merge with and into Veraxa Cayman Merger Sub, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), with Merger Sub surviving such merger as a wholly owned subsidiary of PubCo, and (ii) the Company will merge with and into PubCo, with PubCo surviving as a publicly traded company. In connection with and effective upon completion of the deSPAC Transaction, PubCo will assume all of the business, operations, assets, and liabilities of Voyager and the Company.
Among other things, the Purchase Agreement provides for the following: (i) PubCo will hold an extraordinary general meeting of shareholders as soon as reasonably practicable following the closing of the deSPAC Transaction, and in any event no later than thirty (30) days following the closing date under the Purchase Agreement (the “Closing Date”), for the purpose of obtaining shareholder approval to amend PubCo’s articles of association, including a revised conditional capital article and a revised capital band article (the “Amendments”); (ii) commencing upon completion of the deSPAC Transaction, PubCo will file a resale registration statement on Form F-1 or Form F-3 as soon as practicable and no later than thirty (30) days after the Closing Date to register the resale of at least 11,000,000 PubCo Ordinary Shares underlying the Securities, subject to adjustment as provided in the Purchase Agreement, and will use commercially reasonable efforts to cause such registration statement to be declared effective within thirty (30) days of filing (or sixty (60) days if reviewed by the SEC); (iii) restrictions on the issuance of variable rate transactions by PubCo, the Company and Voyager, subject to specified exceptions; (iv) restrictions on the payment of cash dividends or redemptions by PubCo while Notes are outstanding, without the prior written consent of the holders of a majority of the Notes; and (v) PubCo’s obligation to maintain the listing of the PubCo Ordinary Shares on an eligible market, including the Nasdaq Global Market. PubCo intends to use the net proceeds from the sale of the Securities for working capital and general corporate purposes and for the payment of underwriter compensation up to $500,000, subject to the restrictions set forth in the Purchase Agreement.
Senior Secured Notes
Pursuant to the Purchase Agreement, at the closing of the Private Placement, PubCo will issue Notes in an aggregate principal amount of $27,500,000. The Notes mature fifteen (15) months from the date of issuance. The Notes are senior secured obligations of PubCo and provide, among other things, for: (i) scheduled monthly partial redemption payments of $2,750,000, payable in cash or, at PubCo’s election and subject to specified equity conditions, payable in PubCo Ordinary Shares; (ii) an optional redemption right for PubCo to redeem all or a portion (not less than $1,000,000) of the outstanding principal amount, subject to the conditions and limitations set forth in the Notes, at a price equal to the outstanding principal amount being redeemed plus accrued and unpaid interest (or, if certain defaults have occurred, 115% of the principal amount being redeemed plus accrued and unpaid interest); (iii) customary events of default and remedies, including acceleration at 115% of the outstanding principal amount plus accrued and unpaid interest and default interest at a rate of 15% per annum; (iv) ranking effectively senior to all unsecured indebtedness of PubCo to the extent of the value of the collateral and senior to any subordinated indebtedness; (v) customary affirmative, negative and compliance covenants, including minimum liquidity and cash burn covenants; (vi) a beneficial ownership limitation of 4.99% with respect to any share settlement or conversion (subject to increase to 9.99% upon 61 days’ notice); and (vii) cash sweep payment provisions requiring application of 20% of the gross proceeds of certain equity issuances.
Warrants
Under the Purchase Agreement, PubCo will also issue to the Buyers Warrants to purchase up to an aggregate of 2,391,305 PubCo Ordinary Shares at an initial exercise price of $11.50 per share, subject to adjustment as set forth in the Warrants. The Warrants will be exercisable beginning on the date of issuance and will expire at 5:00 p.m. New York City time on the four-year anniversary of the date on which a resale registration statement covering the resale of all PubCo Ordinary Shares underlying the Warrants is declared effective by the SEC. The Warrants include a beneficial ownership limitation of 4.99% (subject to increase to 9.99% upon 61 days’ notice by the holder), exercise mechanics permitting cash exercise, nominal value exercise and, at the holder’s option, reduction of principal outstanding under the Notes to pay the exercise price, and adjustment provisions for share dividends, splits, subsequent rights offerings, subsequent equity sales, pro rata distributions and other specified transactions. The Warrants also contain protections in connection with fundamental transactions, including mergers, consolidations, sales of all or substantially all assets, tender or exchange offers, reclassifications, reorganizations and similar transactions, including the right, in certain circumstances, to receive alternate consideration or require purchase of the Warrant at its Black Scholes Value (as defined in the Warrants).
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Security Agreements
In connection with the Purchase Agreement and the issuance of the Notes, PubCo and the Buyers will enter into security agreements (the “Security Agreements”), pursuant to which PubCo has agreed to grant a first-priority security interest to the collateral agent (the “Collateral Agent”), as collateral agent for the holders of the Notes, in all tangible and intangible assets of the Company and its subsidiaries, whether now owned or hereafter created or acquired, to secure the obligations under the Notes and related transaction documents. In addition, PubCo and the Collateral Agent will enter into bank account pledge agreements and other control agreements (collectively, the “Control Agreements”) with respect to certain deposit accounts and securities accounts of the Company and its subsidiaries, perfecting the Collateral Agent’s lien in such accounts.
The foregoing descriptions of the Purchase Agreement, the Notes, the Warrants, the Security Agreements and the Control Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1, 4.2, 4.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Lincoln Park Purchase Agreement
On May 27, 2026, Voyager, PubCo and Lincoln Park Capital Fund, LLC (“Lincoln Park”) entered into a purchase agreement (the “LPC Purchase Agreement”), pursuant to which Lincoln Park committed to purchase, at PubCo’s direction from time to time, up to an aggregate of $50,000,000 of PubCo Ordinary Shares, subject to the terms and conditions set forth in the LPC Purchase Agreement. In connection therewith, Voyager, PubCo and Lincoln Park also entered into a registration rights agreement (the “LPC Registration Rights Agreement” and, together with the LPC Purchase Agreement, the “LPC Agreements”), pursuant to which PubCo agreed to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement covering the resale by Lincoln Park of the PubCo Ordinary Shares that have been and may be issued and sold to Lincoln Park under the LPC Purchase Agreement, including the commitment shares described below, and to take such other actions as are reasonably necessary to maintain the effectiveness of such registration statement as provided in the LPC Registration Rights Agreement.
The LPC Purchase Agreement was entered into in connection with the Business Combination Agreement, pursuant to which, among other things, (i) PubCo formed Merger Sub as a direct wholly owned subsidiary of PubCo, (ii) Voyager will merge with and into Merger Sub, with Merger Sub surviving the merger and continuing as a wholly owned subsidiary of PubCo (the “Initial Merger”), (iii) Merger Sub will distribute its assets to PubCo as a liquidating distribution and, as soon as reasonably possible, Merger Sub shall be dissolved under the laws of the Cayman Islands and will cease to be a wholly owned subsidiary of PubCo, and (iv) as soon as practicable, but not less than twenty-four hours following the completion of the Initial Merger, the Company will merge with and into PubCo, with PubCo as the surviving entity in the merger (the “Acquisition Merger” and, collectively with the other transactions contemplated in the Business Combination Agreement, the “Merger”). Upon consummation of the Merger (the “Merger Closing”), PubCo will be a public company and the surviving entity of the Acquisition Merger.
Under the terms of the LPC Purchase Agreement, from and after the date on which the conditions to Lincoln Park’s purchase obligations have been satisfied, including that the Merger shall have been completed, the PubCo Ordinary Shares shall be listed on the applicable principal market, the registration statement described above is declared effective by the SEC and a final prospectus is filed with the SEC (the “Commencement Date”), PubCo will have the right, but not the obligation, in its sole discretion to direct Lincoln Park to purchase PubCo Ordinary Shares from time to time over a period of up to 24 months, for aggregate gross proceeds to PubCo of up to $50,000,000, subject to certain limitations contained in the LPC Purchase Agreement. Lincoln Park has no right to require PubCo to sell any PubCo Ordinary Shares, but Lincoln Park is obligated to make purchases of PubCo Ordinary Shares from PubCo as directed by PubCo in accordance with the LPC Purchase Agreement.
From and after the Commencement Date, on any business day on which the closing sale price of the PubCo Ordinary Shares is not below the Floor Price (as defined in the LPC Purchase Agreement), PubCo may, by written notice, direct Lincoln Park to purchase up to $100,000 of PubCo Ordinary Shares (a “Regular Purchase”), which amount may be increased to up to $200,000 if the closing sale price is not below $2.50, up to $300,000 if the closing sale price is not below $3.50 and up to $500,000 if the closing sale price is not below $5.00, in each case subject to adjustment for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction. The purchase price per share for each Regular Purchase will be equal to 97% of the lower of (i) the lowest sale price of the PubCo Ordinary Shares on the applicable purchase date and (ii) the average of the three lowest closing sale prices of the PubCo Ordinary Shares during the ten business days immediately preceding the applicable purchase date. Regular Purchases may be effected as frequently as each business day after the close of trading so that the applicable purchase price is fixed and known at the time PubCo elects to sell shares to Lincoln Park.
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In addition, if PubCo directs Lincoln Park to purchase the maximum number of shares permitted in a Regular Purchase on an applicable purchase date, then, in addition to such Regular Purchase and subject to the satisfaction of certain conditions and limitations set forth in the LPC Purchase Agreement, PubCo may also direct Lincoln Park to purchase additional PubCo Ordinary Shares in one or more accelerated purchases (each, an “Accelerated Purchase”) and additional accelerated purchases (each, an “Additional Accelerated Purchase”) on the following business day. The purchase price per share for each Accelerated Purchase and Additional Accelerated Purchase will be based on market prices of the PubCo Ordinary Shares on the applicable purchase date for such Accelerated Purchases and Additional Accelerated Purchases, as calculated in the manner specified in the LPC Purchase Agreement.
PubCo will control the timing and amount of any sales of PubCo Ordinary Shares to Lincoln Park pursuant to the LPC Purchase Agreement. Actual sales of PubCo Ordinary Shares to Lincoln Park will depend on a variety of factors to be determined by PubCo from time to time, including, among others, market conditions, the trading price of the PubCo Ordinary Shares and PubCo’s determination as to the appropriate sources of funding for its operations.
The LPC Purchase Agreement also prohibits PubCo from directing Lincoln Park to purchase any PubCo Ordinary Shares if those shares, when aggregated with all other PubCo Ordinary Shares then beneficially owned by Lincoln Park and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in Lincoln Park beneficially owning more than 4.99% of the outstanding PubCo Ordinary Shares, which beneficial ownership cap may be increased by Lincoln Park up to 9.99% upon 61 days’ prior written notice to PubCo.
As consideration for Lincoln Park’s commitment to purchase PubCo Ordinary Shares under the LPC Purchase Agreement, PubCo shall issue to Lincoln Park $750,000 of PubCo Ordinary Shares (the “Commitment Shares”) on the business day prior to the filing of the initial registration statement. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of the LPC Purchase Agreement, irrespective of any subsequent termination, but the Commitment Shares will in no event be paid to Lincoln Park if the Merger Closing does not occur. Lincoln Park has agreed that it will not engage in or effect, directly or indirectly, any short sales of or hedging transactions that establish a net short position in the PubCo Ordinary Shares during the term of the LPC Purchase Agreement.
The LPC Agreements contain customary representations, warranties, conditions, covenants, suspension events and indemnification obligations of the parties. PubCo has the right to terminate the LPC Purchase Agreement at any time after the Commencement Date with one business day’s prior written notice to Lincoln Park, at no cost or penalty. Following the Commencement Date, upon the occurrence of any “Suspension Event” under the LPC Purchase Agreement, PubCo may not initiate any regular or other purchase of PubCo Ordinary Shares by Lincoln Park until such Suspension Event is cured; provided, however, that Lincoln Park may not terminate the LPC Purchase Agreement as a result of any such Suspension Event.
From the date of the LPC Purchase Agreement and for a period of six months after the termination or expiration of the LPC Purchase Agreement, PubCo is prohibited from effecting or entering into an agreement to effect any issuance of PubCo Ordinary Shares involving a “Variable Rate Transaction” (as defined in the LPC Purchase Agreement); provided, however, that PubCo may enter into or maintain an at-the-market offering program with a registered broker-dealer.
This report shall not constitute an offer to sell or a solicitation of an offer to buy any PubCo Ordinary Shares, nor shall there be any sale of PubCo Ordinary Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing summary of the material terms of the LPC Purchase Agreement and the LPC Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such LPC Agreements, copies of which are filed as Exhibits 10.4 and 10.5, respectively, to this Current Report on Form 8-K, and each of which is incorporated herein in its entirety by reference. The representations, warranties and covenants in such LPC Agreements were made only for purposes of such LPC Agreements and as of specific dates, were solely for the benefit of the parties to such LPC Agreements and may be subject to limitations agreed upon by the contracting parties.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K under the captions “Securities Purchase Agreement,” “Senior Secured Notes” and “Security Agreements” is incorporated by reference herein.
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| Item 3.02 | Unregistered Sale of Equity Securities. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Securities under the Purchase Agreement are being offered and will be sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. The Buyers are accredited investors and are acquiring the Securities for investment purposes, and no general solicitation or general advertising was used in connection with the offer and sale of the Securities.
In the LPC Purchase Agreement, Lincoln Park represented to Voyager and PubCo, among other things, that it is an “accredited investor” (as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act). The Commitment Shares will be issued and the Purchase Shares (as defined in the LPC Agreements) will be issued and sold by PubCo to Lincoln Park in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder.
| Item 7.01 | Regulation FD Disclosure. |
On May 28, 2026, Voyager the Company issued a press release announcing the execution of the Purchase Agreement and the LPC Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 4.1 | Form of Warrant. | |
| 4.2 | Form of Senior Secured Note due 2027. | |
| 10.1** | Securities Purchase Agreement, dated May 27, 2026, by and among Veraxa Biotech Holding AG, Veraxa Biotech AG, Voyager Acquisition Corp. and the investors listed therein. | |
| 10.2* | Form of Security Agreement, by and among Veraxa Biotech Holding AG and the Collateral Agent. | |
| 10.3* | Form of Control Agreement. | |
| 10.4** | Purchase Agreement, dated May 27, 2026, by and among Voyager Acquisition Corp., Veraxa Biotech Holding AG and Lincoln Park Capital Fund, LLC. | |
| 10.5 | Registration Rights Agreement, dated May 27, 2026, by and among Voyager Acquisition Corp., Veraxa Biotech Holding AG and Lincoln Park Capital Fund, LLC. | |
| 99.1 | Press Release, dated May 28, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain personally identifiable information has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. The registrant agrees to furnish an unredacted copy of this exhibit to the Securities and Exchange Commission upon request. |
| ** | Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request. |
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SIGNATURE
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 Acquisition Corp. | |||
| By: | /s/ Adeel Rouf | ||
| Name: | Adeel Rouf | ||
| Title: | Chief Executive Officer | ||
Dated: May 29, 2026
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Exhibit 99.1
Press Release
VERAXA Biotech Strengthens Financial Position with $27.5 Million
Principal Amount Senior Secured Note Financing and $50 Million Share Purchase Agreement
| ● | Transactions Provide Financial Flexibility to Advance Pipeline of Next Generation Cancer Therapies Comprised of Novel Bispecific T-cell Engagers (TCEs) and Antibody-Drug Conjugates (ADCs) |
| ● | Support Closing of Business Combination with Voyager Acquisition Corp. |
ZURICH, SWITZERLAND – May 28, 2026 – VERAXA Biotech AG (“VERAXA”), an emerging leader in designing novel cancer therapies, today announced that it has strengthened its financial position to support the closing of its business combination with Voyager Acquisition Corp. (“Voyager”) and support advancement of its pipeline of BiTAC-TCE and BiTAC-ADC programs toward clinical development and through initial value inflection points.
In connection with the proposed business combination, the Company has entered into a securities purchase agreement with an institutional investor pursuant to which such institutional investor will be issued a senior secured note with a principal amount of $27.5 million (the “Note”). In addition, VERAXA has entered into a $50 million share purchase agreement (the “SPA”) with Lincoln Park Capital Fund (“LPC”). In addition, VERAXA has applied for listing on the Nasdaq Capital Market.
“Securing these financings marks a significant step in our ongoing business combination with Voyager Acquisition Corp. and the expected listing of VERAXA shares on NASDAQ,” said Torsten Bürgermeister, Chief Financial Officer at VERAXA. “We appreciate the financial support of these investors as we continue to employ a disciplined approach to balance sheet management through efficient and flexible access to capital.”
Key Terms of the Note with HTC
The securities purchase agreement signed on May 27, 2026, provides for, upon closing, the private placement to an institutional investor of (i) the Note, which will be issued by Veraxa Biotech Holding AG with a stated principal amount of $27.5 million, and (ii) a four-year warrant issued by Veraxa Biotech Holding AG to purchase 2,391,305 ordinary shares for an aggregate exercise price of approximately $27.5 million, with an initial exercise price of $11.50 per share (with anti-dilution protections), for an aggregate purchase price of approximately $24.1 million. The term of the Note is 15 months, amortizing monthly beginning three months after Closing of the Business Combination.
At VERAXA’s sole option and subject to customary conditions, any amortization payment may be made in cash, in registered-for-resale shares of common stock, or a combination thereof. The Note will be a senior secured obligation of VERAXA, secured by all VERAXA assets and ranking senior to all unsecured indebtedness of VERAXA to the extent of the value of the collateral and senior to any subordinated indebtedness. The holder of the Note will have the right, upon completion by VERAXA of any equity or equity-linked financing, to require VERAXA to redeem up to 20% of the gross proceeds of such financing in principal amount of the Note (a “cash sweep”). VERAXA may redeem the Note, subject to certain conditions, at par at any time without penalty. The Note will include customary operating, financial and other covenants.
Funding will occur concurrently with the Closing of the Business Combination.
VERAXA Biotech AG / Talacker 35 / CH-8001 Zürich
VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg
Key Terms of the Share Purchase Agreement with LPC
Under the terms of the SPA, and subject to certain terms and conditions, VERAXA has the right, in its sole discretion, to sell to LPC up to $50 million worth of common stock over a 24-month period in amounts as described in the agreement. VERAXA maintains full control over the timing and amount of any sales, LPC is obligated to purchase the stock at prices based on the prevailing market price at the time of each sale, and importantly, there are no upper limits on the price LPC may pay to purchase VERAXA common stock. This agreement contains no warrants, rights of first refusal or participation rights regarding future financings by the Company and LPC has also agreed not to cause or engage in any direct or indirect short selling or hedging of the Company’s common stock.
The issuance of the shares of common stock to LPC is being made pursuant to exemptions from the registration requirements of the federal and state securities laws. Pursuant to the SPA, before selling any shares under the SPA, a registration statement registering shares to be sold to LPC must be declared effective by the SEC and certain other conditions must be satisfied as more fully described in the 8-K filed today with the SEC. VERAXA will issue shares of our common stock to Lincoln Park as consideration for entering into the SPA.
About VERAXA Biotech AG
At VERAXA, we are building a premier engine for the discovery and development of next-generation antibody-based therapeutics, including bispecific T cell engagers, bispecific ADCs and other innovative formats. Powered by a suite of transformative technologies and guided by rigorous quality-by-design principles, we are rapidly advancing our pipeline of ADCs and proprietary BiTAC formats into clinical development and beyond. VERAXA was founded on scientific breakthroughs made at the European Molecular Biology Laboratory, a world-renowned institution known for pioneering life science research and cutting-edge technology.
For regular updates about VERAXA Biotech, visit www.veraxa.com or follow us on LinkedIn, X (formerly known as Twitter) and Bluesky.
On April 22, 2025, VERAXA entered into a definitive business combination agreement (the “Business Combination Agreement”) with Voyager Acquisition Corp., a Cayman Islands exempted company and special purpose acquisition company targeting the healthcare sector (NASDAQ: VACH, “Voyager”). Upon closing of the Business Combination, the combined company is expected to become a publicly traded company listed on NASDAQ trading under the symbol “VRXA”.
The description of the Business Combination contained herein is only a high-level summary and is qualified in its entirety by reference to the underlying documents filed with the Securities and Exchange Commission (the “SEC”). A more detailed description of the terms of the transaction has been provided in a proxy statement/prospectus filed with the SEC by Voyager on February 19, 2026.
VERAXA Biotech AG / Talacker 35 / CH-8001 Zürich
VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg
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Advisors
Anne Martina is acting as sole M&A advisor to VERAXA. Duane Morris LLP is acting as legal counsel to VERAXA. Winston & Strawn LLP is serving as legal counsel to Voyager.
About Voyager Acquisition Corp.
Voyager is a special purpose acquisition company with a bold mission: to revolutionize the healthcare sector through a merger, stock purchase, or business combination. Our team of experienced executives includes unparalleled expertise in investing, operations, and medical innovation, supported by a vast network of connections. With these strengths, we not only seek to drive success but commit to scaling companies to unprecedented heights in the healthcare industry. For more information, please visit https://www.voyageracq.com.
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Voyager or VERAXA, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This press release includes certain statements that may be considered forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements about future events or Voyager’s or VERAXA’s future financial or operating performance. For example, statements regarding VERAXA’s anticipated growth and the anticipated growth and other metrics, statements regarding the benefits of the Business Combination, and the anticipated timing of the completion of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology.
VERAXA Biotech AG / Talacker 35 / CH-8001 Zürich
VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg
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These forward-looking statements regarding future events and the future results of Voyager and VERAXA are based on current expectations, estimates, forecasts, and projections about the industry in which VERAXA operates, as well as the beliefs and assumptions of Voyager’s management and VERAXA’s management. These forward-looking statements are only predictions and are subject to, without limitation, (i) known and unknown risks, including the risks and uncertainties indicated from time to time in the final prospectus of Voyager relating to its initial public offering filed with the SEC, and in the proxy statement/prospectus filed by Voyager and VERAXA on February 19, 2026, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Voyager; (ii) uncertainties; (iii) assumptions; and (iv) other factors beyond Voyager’s or VERAXA’s control that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises or guarantees of future performance. Therefore, VERAXA’s actual results may differ materially and adversely from those expressed or implied in any forward-looking statements and Voyager and VERAXA therefore caution against relying on any of these forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Voyager and its management and VERAXA and its management, as the case may be, are inherently uncertain and are inherently subject to risks, variability and contingencies, many of which are beyond Voyager’s or VERAXA’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement and any subsequent definitive agreements with respect to the Business Combination; (ii) the outcome of any legal proceedings that may be instituted against Voyager, VERAXA, or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (iii) the inability to complete the Business Combination due to the failure to obtain consents and approvals of the shareholders of Voyager, to obtain financing to complete the Business Combination or to satisfy other conditions to closing, or delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (iv) the failure to realize estimated shareholder redemptions, purchase price and other adjustments; and (v) other risks and uncertainties set forth in the filings by Voyager with the SEC. There may be additional risks that neither Voyager nor VERAXA presently know or that Voyager and VERAXA currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Any forward-looking statements made by or on behalf of Voyager or VERAXA speak only as of the date they are made. None of Voyager or VERAXA undertakes any obligation to update any forward-looking statements to reflect any changes in their respective expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Additional Information and Where to Find It
In connection with the Business Combination Agreement, Voyager and VERAXA have filed a proxy statement/prospectus of Voyager, and will file other documents regarding the proposed transaction with the SEC. This communication is not intended to be, and is not, a substitute for the proxy statement/prospectus or any other document that Voyager has filed or may file with the SEC in connection with the proposed transaction. The definitive proxy statement and other relevant materials for the proposed transaction have been mailed or made available to stockholders of Voyager as of a record date to be established for voting on the proposed transaction.
VERAXA Biotech AG / Talacker 35 / CH-8001 Zürich
VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg
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Before making any voting or investment decision, investors and stockholders of Voyager are urged to carefully read the entire registration statement, the proxy statement/prospectus, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, and the documents incorporated by reference therein, because they will contain important information about Voyager, VERAXA, and the proposed transaction. Voyager’s investors and stockholders and other interested persons can also obtain copies of the registration statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, other documents filed with the SEC that will be incorporated by reference therein, and all other relevant documents filed with the SEC by Voyager and/or VERAXA in connection with the transaction, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to Voyager at the address set forth below.
Contact
| VERAXA Biotech AG – Corporate | For Media and Investors – U.S. |
| Christoph Antz, Ph.D. Chief Executive Officer, Co-Founder investors@veraxa.com |
Brandon Weiner ICR Healthcare VERAXA@icrhealthcare.com |
|
For Media and Investors – EU
Mario Brkulj Valency Communications mbrkulj@valencycomms.eu |
VERAXA Biotech AG / Talacker 35 / CH-8001 Zürich
VERAXA Biotech GmbH / Im Neuenheimer Feld 584 / 69120 Heidelberg
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