Voyager Acquisition Corp./Cayman Islands (VACH): debt financing — Voyager/Veraxa secure $27.5M senior secured notes and $50M share purchase agreement

Voyager Acquisition Corp./Cayman Islands

$27.5M senior secured notes due Aug 2027, monthly amortization of $2.75M, with warrants to buy 2.39M shares at $11.50.
$50M share purchase agreement with Lincoln Park Capital for up to $50M over 24 months, at 97% of market price.
Financing supports closing of business combination with Voyager and advancement of BiTAC-TCE/ADC pipeline.
Notes are senior secured by all assets; warrants have 4-year term, beneficial ownership limitation of 4.99%.
PubCo controls timing/amount of share sales to Lincoln Park; no short selling by Lincoln Park.

item 1.01 item 2.03 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Voyager Acquisition Corp./Cayman Islands incurred senior notes of $27,500,000 with the investors listed on the Schedule of Buyers attached thereto at Notes bear interest at a rate of 15% per annum upon default maturing August 27, 2027.

Instrument: senior notes
Principal: $27,500,000
Counterparty: the investors listed on the Schedule of Buyers attached thereto
Rate: Notes bear interest at a rate of 15% per annum upon default
Maturity: August 27, 2027
Event: incurrence

Exact text from the filing

PubCo will issue Notes in an aggregate principal amount of $27,500,000. The Notes mature fifteen (15) months from the date of issuance.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Voyager Acquisition Corp./Cayman Islands entered into Purchase Agreement with investors listed on the Schedule of Buyers valued at $27,500,000 (effective 2026-05-27).

Action: entry
Agreement: equity purchase
Counterparty: investors listed on the Schedule of Buyers
Value: $27,500,000
Effective: 2026-05-27

Exact text from the filing

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

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Source: SEC EDGAR

accession 0001829126-26-005814

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