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Voyager Technologies, Inc. 8-K Filings

VOYG NYSE

Every 8-K that Voyager Technologies, Inc. (VOYG) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow VOYG and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full VOYG filings page.

Rhea-AI Summary

Voyager Technologies, Inc. has recast prior-period results to reflect a new segment structure with two reportable segments: Defense and Space Technologies and Starlab Space Stations. The recast applies to each of the three years ended December 31, 2025 and does not change previously issued audited financial statements.

Under the updated presentation, 2025 net sales were $166.4 million, up 15.4% from 2024, driven mainly by increased U.S. government work in Defense and Space Technologies. However, the 2025 net loss attributable to Voyager widened to $104.8 million, and Adjusted EBITDA declined to $(69.9) million, reflecting higher R&D, corporate costs, IPO-related stock-based compensation and Starlab build-out.

Backlog expanded to $265.6 million, including $146.1 million funded, with about 76.5% of funded backlog expected to convert to 2026 revenue. Voyager reported strong liquidity with $491.3 million in cash and cash equivalents plus a $220.0 million undrawn revolver, supporting heavy 2025 capital expenditures of $144.7 million, largely for Starlab.

Rhea-AI Summary

Voyager Technologies reported a defining second quarter 2026, with record net sales of $52.7 million, up 51% sequentially and 15.5% year over year, driven by defense and space demand, Astrobotic integration and strong execution. Quarterly bookings reached $113.0 million, a 2.1x book-to-bill ratio, and backlog increased to a record $335.5 million, enhancing visibility into future revenue.

Profitability remains deeply negative. Net loss attributable to Voyager was $(46.5) million, or $(0.79) per share, and Adjusted EBITDA was $(37.5) million, with first-half free cash flow of $(139.6) million. Innovation spend equaled 102.0% of Q2 net sales, or 55.1% excluding Starlab Space Stations. Voyager ended the quarter with $373.4 million in cash and $585.5 million of total liquidity and raised its full-year 2026 revenue outlook to $275–$305 million, representing 66%–84% growth.

Rhea-AI Summary

Voyager Technologies, Inc. entered into a Fourth Amendment to its existing Credit Agreement with JPMorgan Chase Bank and other lenders. The amendment increases the aggregate lending commitments by $50.0 million, bringing total committed capacity to $250.0 million and updates certain covenants and provisions.

The amended Credit Agreement continues to include an uncommitted accordion feature that allows Voyager, subject to conditions, to request up to an additional $150.0 million in commitments, for a total potential credit facility size of $400.0 million. The detailed terms of the amendment are set out in Exhibit 10.1.

Rhea-AI 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.

Rhea-AI Summary

Voyager Technologies, Inc. agreed to acquire 100% of the outstanding capital stock of Astrobotic Technology, Inc. through an Agreement and Plan of Merger. As part of the purchase price, Voyager plans to issue Class A common stock to the sellers.

The company may issue up to 2,031,694 Closing Shares at closing, with the final amount adjusted for cash, debt, option exercises, and transaction expenses. Additional Contingent Shares may be issued later if specific earnout milestones are met, using the 20‑trading day volume‑weighted average price to calculate the number of shares.

The closing is subject to customary conditions, including required regulatory approvals, and is expected in the second half of 2026. All shares will be issued as unregistered, relying on the Section 4(a)(2) exemption, and will be "restricted securities" under Rule 144.

Rhea-AI Summary

Voyager Technologies, Inc. held its 2026 annual stockholder meeting where all management proposals were approved. Common stock representing approximately 67.93% in voting power as of the April 1, 2026 record date was present or represented by proxy. Stockholders elected three Class I directors — Gabe Finke, Marian Joh and Matthew Kuta — to serve until the 2029 annual meeting. They also ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. Stockholders approved the redomestication of the company from Delaware to Texas by conversion, which is expected to become effective on or about June 15, 2026, and also approved a contingent adjournment proposal that ultimately was not used.

Rhea-AI Summary

Voyager Technologies reported first-quarter 2026 results showing fast-growing demand but continued heavy investment and losses. Net sales were $35.2 million, up modestly from $34.5 million a year earlier, while a record backlog of $275.3 million rose 54% year over year, giving strong visibility into future work.

The company raised its 2026 revenue guidance to $230–$255 million, a projected increase of 39–53% over last year. Profitability remains pressured, with a net loss of $44.0 million, or $(0.75) per share, and non‑GAAP adjusted EBITDA of $(33.3) million, reflecting large innovation and Starlab investments. Voyager ended the quarter with $429.4 million in cash and total liquidity of $641.4 million, but free cash flow was $(66.8) million for the quarter.

Rhea-AI Summary

Voyager Technologies, Inc. reported strong 2025 growth but remained deeply loss-making as it entered 2026 with a record backlog and higher revenue outlook. Net sales reached $166.4 million, up 15% year over year, driven by its Defense and National Security segment, which grew 59% to $123.0 million. Fourth quarter net sales were $46.7 million, up 24%.

Total year-end backlog rose 33% to $265.6 million, supporting new 2026 net sales guidance of $225–$255 million, implying 35–53% growth. The company advanced its Starlab program, achieving ten NASA milestones in 2025 and receiving $56.0 million in related cash, while total liquidity increased to $704.7 million.

Profitability remained weak: 2025 net loss available to common shareholders was $116.1 million, or $(2.89) per share, with full-year Non-GAAP Adjusted EBITDA of $(69.9) million and free cash flow of $(155.2) million. Voyager also completed five strategic acquisitions, including ExoTerra Resource and Estes Energetics, and significantly increased innovation spend across propulsion, energetics, space infrastructure and defense systems.

Rhea-AI Summary

Voyager Technologies, Inc. reported that initial purchasers partially exercised their option to buy an additional $25.0 million of its 0.75% Convertible Senior Notes due 2030. The company closed this issuance on November 24, 2025, receiving approximately $24.375 million in net proceeds.

The notes are convertible into a maximum of 19,303,394 shares of Class A common stock, based on an initial conversion rate of 41.9639 shares per $1,000 principal amount, subject to anti-dilution adjustments. Voyager used about $3.6 million of the proceeds to enter into additional capped call transactions designed to cover the shares underlying the option notes.

These additional capped call transactions have an initial cap price of $59.58 per share, which is about 150.0% above the last reported sale price of the stock on November 6, 2025, and are intended to reduce potential dilution or offset cash payments above principal upon conversion, up to that cap.

Rhea-AI Summary

Voyager Technologies, Inc. announced that it will host an Investor Day presentation on November 21, 2025, beginning at 8:00 a.m. Central Time. The company plans to make the related presentation materials available shortly before the event on its investor relations website at investors.voyagertechnologies.com. The information about the Investor Day is being provided under a disclosure rule and is classified as "furnished" rather than "filed," which means it is not automatically subject to certain liability and incorporation provisions under U.S. securities laws.

Rhea-AI Summary

Voyager Technologies, Inc. completed a private offering of $435,000,000 0.75% Convertible Senior Notes due 2030, with an option for initial purchasers to buy an additional $65,000,000. The notes pay interest semi‑annually and are initially convertible at 32.2799 shares per $1,000 (conversion price about $30.98). The company may redeem the notes on or after November 20, 2028 if share‑price conditions are met, including a price above 130% of the conversion price over specified trading days.

Voyager entered capped call transactions with an initial cap price of $59.58 (about 150.0% of the reference price) and paid approximately $63.1 million for the base tranche. It also executed a prepaid forward stock purchase covering 5,503,464 shares and used approximately $131.1 million of note proceeds to fund it. Separately, the company repurchased 1,162,477 shares for about $27.7 million in privately negotiated transactions.

A credit agreement amendment permits the notes, capped calls, prepaid forward, and repurchase. Item 3.02 notes that, assuming the option is fully exercised and at the initial maximum conversion rate of 41.9639 shares per $1,000, up to 20,981,950 shares may be issuable upon conversion.

Rhea-AI Summary

Voyager Technologies, Inc. furnished an 8-K announcing financial results for the quarter ended September 30, 2025. The company issued a press release on November 3, 2025, attached as Exhibit 99.1 and incorporated by reference.

The press release includes non-GAAP financial measures, with reconciliations to the nearest GAAP equivalents provided within that release. The information under Item 2.02, including Exhibit 99.1, is furnished and not deemed “filed” under Section 18 of the Exchange Act, and will not be incorporated by reference into other filings except as specifically referenced. The filing also includes Exhibit 104, the Cover Page Interactive Data File embedded within Inline XBRL.