Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based upon such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.
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Management’s Report on Internal Control over Financial Reporting
This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. In addition, because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.
Changes in Internal Control Over Financial Reporting
Management is in the process of integrating the internal controls of the acquired businesses into Voyager’s existing operations as part of planned integration activities. There were no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Item 9B. Other Information
During the fiscal quarter ended December 31, 2025, no director or “officer” (as defined in 16a-1(f) of the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-rule 10b5-1 trading arrangement” as each terms are defined in Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Voyager has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. It is also our policy to comply with applicable insider trading laws and regulations with respect to transactions in our own securities. A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
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Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated by reference to the definitive Proxy Statement for our 2026 Annual Meeting of Stockholders, which will be filed with the SEC no later than 120 days after December 31, 2025.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as part of this Annual Report on Form 10-K:
(1) Financial Statements. Our consolidated financial statements are listed under Part II, Item 8.
(2) Financial Statement Schedules. Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included in the consolidated financial statements or the related footnotes.
(3) Exhibits. The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below:
Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith
3.1 Amended and Restated Certificate of Incorporation of Voyager Technologies, Inc.
8-K 001-42694 3.1 6/12/2025
3.2 Amended and Restated Bylaws of Voyager Technologies, Inc.
8-K 001-42694 3.2 6/12/2025
4.1 Specimen Stock Certificate evidencing the shares of Class A common stock
S-1/A 333-287354 4.1 6/2/2025
4.2 Description of Capital Stock
*
4.3 Indenture, dated as of November 12, 2025, between Voyager Technologies, Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K 001-42694 4.1 11/13/2025
4.4 Form of certificate representing the 0.75% Convertible Senior Notes due 2030 (included as Exhibit A to Exhibit 4.3)
8-K 001-42694 4.2 11/13/2025
10.1 Credit Agreement, dated as of May 30, 2025, among Voyager Technologies, Inc., the other loan parties party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
10-Q 001-42694 10.1 8/5/2025
10.2 First Amendment to Credit Agreement, dated as of September 18, 2025, among Voyager Technologies, Inc., the other loan parties party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
10-Q 001-42694 10.1 11/4/2025
10.3 Second Amendment to Credit Agreement, dated as of October 22, 2025, among Voyager Technologies, Inc., the other loan parties party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent
10-Q 001-42694 10.2 11/4/2025
10.4 Third Amendment to Credit Agreement, dated November 10, 2025, among Voyager Technologies, Inc., the guarantors party thereto, the lenders party thereto, the lenders and issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
8-K 001-42694 10.3 11/13/2025
10.5† 2020 Incentive Plan.
S-1/A 333-287354 10.3 6/2/2025
10.6† Form of Stock Option Agreement under the 2020 Incentive Plan.
S-1/A 333-287354 10.4 6/2/2025
10.7† 2025 Incentive Award Plan.
S-1/A 333-287354 10.5 6/2/2025
10.8† Form of Restricted Stock Unit Grant Notice and Agreement under the 2025 Incentive Award Plan.
S-1/A 333-287354 10.6 6/2/2025
10.9† Form of Stock Option Grant Notice and Agreement under the 2025 Incentive Award Plan.
S-1/A 333-287354 10.7 6/2/2025
10.10† Form of Restricted Stock Agreement under the 2025 Incentive Award Plan.
S-1/A 333-287354 10.8 6/2/2025
10.11† 2025 Employee Stock Purchase Plan.
S-1/A 333-287354 10.9 6/2/2025
10.12† Non-Employee Director Compensation Policy.
S-1/A 333-287354 10.10
6/2/2025
10.13† Form of Indemnification Agreement.
S-1/A 333-287354 10.11 6/2/2025
10.14# Cost Plus Fixed Fee / Cost Plus Incentive Fee Subcontract, dated November 11, 2021, by and between Valley Tech Systems, Inc. and Lockheed Martin Corporation.
S-1 333-287354 10.9 5/16/2025
10.15# Palantir Terms of Service.
S-1 333-287354 10.10 5/16/2025
10.16# Funded Space Act Agreement, by and between The National Aeronautics and Space Administration and Nanoracks, LLC, dated December 1, 2021.
S-1 333-287354 10.12 5/16/2025
10.17# Second Amended and Restated Limited Liability Company Agreement of Starlab Space LLC.
S-1/A 333-287354 10.14 6/2/2025
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10.18† Employment agreement by and between Voyager Technologies, Inc. and Dylan Taylor dated June 12, 2025.
*
10.19† Employment agreement by and between Voyager Technologies, Inc. and Matthew Kuta dated June 12 , 2025.
*
10.20† Employment agreement by and between Voyager Technologies, Inc. and Filipe de Sousa dated June 12 , 2025.
*
10.21 Warrant to Purchase Common Stock, dated as of December 22, 2021, by and between Voyager Space Holdings, Inc. and JPMorgan Chase Bank, N.A.
S-1/A 333-287354 10.22 6/2/2025
10.22 Warrant to Purchase Common Stock, dated as of July 28, 2023, by and between Voyager Space Holdings, Inc. and Walleye Opportunities Master Fund, LTD.
S-1/A 333-287354 10.26 6/2/2025
10.23 Warrant to Purchase Common Stock, dated as of May 27, 2025 between Voyager Technologies, Inc. and World Equity Group, Inc.
S-1/A 333-287354 10.23 6/2/2025
10.24 Form of Warrant to Purchase Common Stock between Voyager Technologies, Inc. and each of JGB Partners, LP, JGB Capital, LP, JGB (Cayman) Lakenvelder, Ltd., Chicago Atlantic Credit Opportunities, LLC, Chicago Atlantic Credit Company, LLC and Midtown Madison Management LLC.
S-1/A 333-287354 10.24 6/2/2025
10.25 Starlab Space Convertible Promissory Note, dated June 3, 2024.
S-1/A 333-287354 10.27 6/2/2025
10.26 Form of SMI Promissory Note.
S-1/A 333-287354 10.28 6/2/2025
10.27 Loan and Security Agreement, dated as of June 28, 2024, by and among Voyager Technologies, Inc., the guarantors from time to time party thereto and Hercules Capital, Inc., as administrative agent and collateral agent
10-Q 001-42694 10.14 8/5/2025
10.28 Warrant Agreement Amendment, dated as of July 12, 2024, by and among Voyager Space Holdings, Inc. and each of Chicago Atlantic Credit Opportunities, LLC, Chicago Atlantic Credit Company, LLC, Chicago Atlantic Portfolio, LP, Midtown Madison Management, LLC, JGB Capital, LP, JGB Partners, LP and JGB (Cayman) Lakenvelder Ltd.
10-Q 001-42694 10.15 8/5/2025
10.29 Form of Confirmation for Capped Call Transaction
8-K 001-42694 10.1 11/13/2025
10.30 Form of Confirmation for Prepaid Forward Transaction
8-K 001-42694 10.2 11/13/2025
19.1 Insider Trading Policy
*
21.1 List of Subsidiaries
*
23.1
C onsent of PricewaterhouseCoopers LLP , independent registered public accounting firm
*
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
32.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
**
32.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
**
97.1 Policy for Recovery of Erroneously Awarded Compensation
*
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *
101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents *
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *
________________________________________________________
† Indicates a management contract or compensatory plan.
# Portions of this exhibit (indicated by “[***]”) have been omitted as the registrant has determined that (i) the omitted information is not material and (ii) the omitted information is the type that the registrant treats as private or confidential.
143
Item 16. Form 10-K Summary
None.
144
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VOYAGER TECHNOLOGIES, INC.
Date: March 10, 2026
By: /s/ Dylan Taylor
Dylan Taylor
Chief Executive Officer and Chairman
(principal executive officer)
Date: March 10, 2026
By: /s/ Filipe De Sousa
Filipe De Sousa
Chief Financial Officer
(principal financial officer)
Date: March 10, 2026
By: /s/ Lance Weber
Lance Weber
Chief Accounting Officer
(principal accounting officer)
145
Pursuant to the requirements the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Dylan Taylor Chief Executive Officer and Chairman March 10, 2026
Dylan Taylor (principal executive officer)
/s/ Filipe De Sousa Chief Financial Officer March 10, 2026
Filipe De Sousa (principal financial officer)
/s/ Lance Weber Chief Accounting Officer March 10, 2026
Lance Weber (principal accounting officer)
/s/ Matthew Kuta President and Director March 10, 2026
Matthew Kuta
/s/ Gabe Finke Director March 10, 2026
Gabe Finke
/s/ Marian Joh Director March 10, 2026
Marian Joh
/s/ Cheryl Shavers Director March 10, 2026
Cheryl Shavers
/s/ William Shelton Director March 10, 2026
William Shelton
/s/ Alan Stern Director March 10, 2026
Alan Stern
146