Voyager Tech issues additional $25M 0.75% Convertible Notes due 2030; enters capped call hedges

Voyager Technologies, Inc./DE

Initial purchasers exercised option to buy $25M aggregate principal of 0.75% Convertible Senior Notes due 2030; closed Nov 24, 2025.
Net proceeds ~$24.375M after discounts; $3.6M used for Additional Capped Call Transactions.
Capped call transactions cover shares underlying Option Notes, cap price ~$59.58/share (150% premium over Nov 6 close).
Up to ~19.3M shares of Class A common stock issuable upon conversion at initial max rate of 41.9639 shares per $1,000.
Option Notes have same terms as $X Original Notes issued Nov 12, 2025, under same indenture.

item 1.01 item 8.01 item 2.03 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.85

Voyager Technologies, Inc./DE issued a maximum of 19,303,394 shares of the Company's Class A common stock may be issued upon conversion of the Notes of convertible note to initial purchasers.

Security: convertible note
Shares: a maximum of 19,303,394 shares of the Company's Class A common stock may be issued upon conversion of the Notes
Purchaser: initial purchasers

Exact text from the filing

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.

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Voyager Technologies, Inc./DE filing history →

Source: SEC EDGAR

accession 0001628280-25-053867

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