Item 5. Other Information
ITEM 5. OTHER INFORMATION.
(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.
None.
(b) Material changes to the procedures by which security holders may recommend nominees to the board of directors.
None.
(c) Insider trading arrangements and policies.
During the quarter ended June 30, 2025, none of our directors or "officers" (as defined in 16a-1(f) of the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as each such terms are defined under Rule 408 of Regulation S-K.
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ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report:
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
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.
*
10.2† 2025 Incentive Award Plan
S-1/A 333-287354 10.5 6/2/2025
10.3† 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
10.4† Form of Stock Option Grant Notice and Agreement under the 2025 Incentive Award Plan
S-1/A 333-287354 10.7 6/2/2025
10.5† Form of Restricted Stock Agreement under the 2025 Incentive Award Plan
S-1/A 333-287354 10.8 6/2/2025
10.6† 2025 Employee Stock Purchase Plan
S-1/A 333-287354 10.9 6/2/2025
10.7† Non-Employee Director Compensation Policy
S-1/A 333-287354 10.10 6/2/2025
10.8 Form of Indemnification Agreement
S-1/A 333-287354 10.11 6/2/2025
10.9 Second Amended and Restated Limited Liability Company Agreement of Starlab Space LLC
S-1/A 333-287354 10.14 6/2/2025
10.10† Employment agreement by and between Voyager Technologies, Inc. and Dylan Taylor
S-1/A 333-287354 10.19 6/2/2025
10.11† Employment agreement by and between Voyager Technologies, Inc. and Matthew Kuta
S-1/A 333-287354 10.20 6/2/2025
10.12† Employment agreement by and between Voyager Technologies, Inc. and Filipe de Sousa
S-1/A 333-287354 10.21 6/2/2025
10.13 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 10.22 6/2/2025
10.14 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
*
10.15 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.
*
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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
**
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 *
104
Cover Page Interactive Data File (embedded within the Inline XBRL document) *
________________
* Filed herewith
** Furnished herewith
† Indicates a management contract or compensatory plan.
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SIGNATURES
Pursuant to the requirements the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
Voyager Technologies, Inc.
Date: August 5, 2025 /s/ Dylan Taylor
Dylan Taylor
Chief Executive Officer and Chairman
(principal executive officer)
Date: August 5, 2025 /s/ Filipe De Sousa
Filipe De Sousa
Chief Financial Officer
(principal financial officer)
Date: August 5, 2025 /s/ Lance Weber
Lance Weber
Chief Accounting Officer
(principal accounting officer)
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