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Voyager Technologies (NYSE: VOYG) completes move of incorporation to Texas

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Voyager Technologies, Inc. changed its legal domicile from Delaware to Texas through a redomestication effective at the acceptance of conversion documents by the Texas Secretary of State on June 18, 2026. The company continues under the same name and business operations.

Each outstanding share of Class A and Class B common stock of the Delaware corporation automatically converted into one corresponding share of the Texas corporation, with no change to trading of the Class A common stock, which continues on the New York Stock Exchange under the symbol “VOYG.”

The company’s governance is now subject to the Texas Business Organizations Code, a new Texas Certificate of Formation and new Bylaws, and certain stockholder rights changed as described in the definitive proxy statement for the 2026 annual meeting.

Positive

  • None.

Negative

  • None.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective date of Texas redomestication June 18, 2026 Conversion became effective upon acceptance by Texas Secretary of State
Share conversion ratio 1-for-1 Class A and Class B common stock Each Delaware share converted into one Texas corporation share
Trading symbol VOYG Class A common stock continues trading on the New York Stock Exchange
Governing law after move Texas Business Organizations Code Replaces Delaware General Corporation Law for the company
Texas Redomestication regulatory
"the Company converted from a Delaware corporation into a Texas corporation (the “Texas Redomestication”)"
Plan of Conversion regulatory
"pursuant to a plan of conversion previously approved by the board of directors and by the stockholders of the Company (the “Plan of Conversion”)"
A plan of conversion is a legal blueprint that lays out how a company or a class of securities will be changed from one form into another — for example converting a business type or swapping one kind of share or note for another — listing the steps, approvals required and what each owner will receive. Investors care because it can change ownership percentages, voting rights, tax treatment and whether shares remain tradable; think of it like a remodeling plan that shows who keeps which rooms and how the house will function afterwards.
Texas Business Organizations Code regulatory
"are now instead governed by the Texas Business Organizations Code, the Texas Certificate of Formation and the Bylaws"
Certificate of Formation regulatory
"a certificate of conversion with the Secretary of State of the State of Texas, with a certificate of formation (the “Texas Charter”)"
A certificate of formation is the official paperwork filed with a government authority to create a limited liability company or similar business entity, like registering a birth certificate for a company. It proves the business legally exists, records basic facts (name, address, and sometimes ownership or management structure), and becomes a public document investors use in due diligence to verify legitimacy, liability protection, and who controls the company.
Bylaws regulatory
"the Bylaws approved by the Company’s board of directors (the “Texas Bylaws”)"
Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Voyager Technologies (VOYG) change in this 8-K filing?
Voyager Technologies changed its state of incorporation from Delaware to Texas on June 18, 2026. The company continues operating under the same name and business, but is now governed by Texas corporate law and new Texas organizational documents.

How does the Texas redomestication affect Voyager Technologies (VOYG) shares?
Each outstanding Delaware share of Class A and Class B common stock converted into one corresponding share of the Texas corporation. The Class A common stock remains validly issued, fully paid and nonassessable, preserving existing ownership positions on a one-for-one basis.

Does Voyager Technologies (VOYG) still trade on the New York Stock Exchange?
Yes, Voyager Technologies’ Class A common stock continues to trade on the New York Stock Exchange under the symbol “VOYG.” The filing states there has been no interruption in trading as a result of the Texas redomestication.

Were Voyager Technologies’ (VOYG) business operations changed by moving to Texas?
The filing states the Texas redomestication did not change Voyager Technologies’ business, jobs, management, properties, office locations, number of employees, obligations, assets, liabilities or net worth, other than costs related to the redomestication and corporate franchise taxes.

How did stockholder rights change in Voyager Technologies’ move to Texas?
Certain stockholder rights changed because the company is now governed by Texas law, a new Texas Certificate of Formation and new Bylaws. Detailed descriptions appear in the definitive proxy statement for the 2026 annual meeting under Proposal No. 3 on the redomestication.

What happens to Voyager Technologies (VOYG) equity and compensation plans after redomestication?
Existing service agreements, benefit plans and incentive compensation plans continue as plans of the Texas corporation on the same terms. Any references to Delaware equity now refer to common stock or other equity securities of the Texas corporation, preserving existing plan structures.
Voyager Technologies, Inc./TXFALSE12/31000178806000017880602026-06-182026-06-1800017880602026-12-312026-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 18, 2026
Voyager Technologies, Inc.
(Exact name of registrant as specified in its charter)
Texas001-4269484-2754888
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)
1225 17th Street, Suite 1100
Denver, Colorado 80202
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (303) 500-6985
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
Name of each exchange
on which registered
Class A Common Stock, par value $0.0001 per shareVOYGThe New York Stock Exchange
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 3.03. Material Modification to Rights of Security Holders.
On June 18, 2026, Voyager Technologies, Inc. (the “Company”) filed (i) a certificate of conversion with the Secretary of State of the State of Delaware, (ii) a certificate of conversion with the Secretary of State of the State of Texas, with a certificate of formation (the “Texas Charter”), in each case, pursuant to a plan of conversion previously approved by the board of directors and by the stockholders of the Company (the “Plan of Conversion,” and, collectively with the certificates of conversion described in the preceding clauses (i) and (ii), the “Conversion Documents”).
Pursuant to the Conversion Documents, the Company converted from a Delaware corporation into a Texas corporation (the “Texas Redomestication”) effective on June 18, 2026, upon the acceptance of the applicable Conversion Documents by the Secretary of State of Texas (the “Effective Time”).
At the Effective Time (or otherwise at such time described below):
•The Company’s domicile changed from the State of Delaware to the State of Texas.
•The Company continues in existence as a Texas corporation and continues to operate its business under the current name, “Voyager Technologies, Inc.” The Texas Redomestication did not result in any change in the Company’s business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Texas Redomestication and the costs of corporate franchise taxes).
•The affairs of the Company ceased to be governed by the General Corporation Law of the State of Delaware and the Company’s existing Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and are now instead governed by the Texas Business Organizations Code, the Texas Certificate of Formation and the Bylaws approved by the Company’s board of directors (the “Texas Bylaws”).
•Each outstanding share of Class A common stock, par value $0.0001 per share, of the Delaware corporation automatically converted into one validly issued, fully paid and nonassessable share of Class A common stock of the Texas corporation (the “Texas Corporation”), and each outstanding share of Class B common stock, par value $0.0001 per share, of the Delaware corporation automatically converted into one validly issued, fully paid and nonassessable share of Class B common stock of the Texas Corporation.
•There has been no interruption in trading of the Company’s Class A common stock, which continues to be traded on the New York Stock Exchange under the symbol “VOYG.”
•Each service provider letter or agreement, benefit plan or agreement, incentive compensation plan or agreement (including equity or cash plans), or other similar plan or agreement to which the Company is a party, or otherwise maintains, sponsors or contributes, will continue as a plan or agreement of the Texas Corporation on the same terms and conditions, and any references to the Delaware corporation thereunder will mean the Texas Corporation. To the extent that any such plan, letter or agreement provides for the issuance, or is otherwise based on the value, of any common stock or other equity security of the Company, such plan or agreement will be deemed to provide for the issuance, or be based on the value, of common stock or other equity security of the Texas Corporation, respectively.
Certain rights of the Company’s stockholders were changed as a result of the Texas Redomestication. A more detailed description of the Plan of Conversion, the Texas Charter, the Texas Bylaws and the effects of the Texas Redomestication is set forth in the Company’s definitive proxy statement on Schedule 14A for the Company’s 2026 annual meeting of stockholders filed with the Securities and Exchange Commission on April 17, 2026 under “Proposal No. 3 Approval of the Redomestication of Voyager Technologies, Inc. from the State of Delaware to the State of Texas,” which description is incorporated herein by reference. Copies of the Plan of Conversion, the Texas Charter and the Texas Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K (the “Current Report”) and are incorporated herein by reference.


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 3.03 of this Current Report is incorporated by reference into this Item 5.03 of this Current Report.
Item 9.01. Financial Statements and Exhibits.
Exhibit No.Description
2.1
Plan of Conversion
3.1
Certificate of Formation of Voyager Technologies, Inc.
3.2
Amended and Restated Bylaws of Voyager Technologies, Inc.
104Cover page interactive data file (embedded within the inline XBRL document).
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: June 18, 2026
By:
/s/ Dylan Taylor
Name:
Dylan Taylor
Title:
Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

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