Voyager Technologies Borrows $402.5 Million at 0% Through 2032, Spends $52.5 Million of It on a Capped Call and Keeps the Rest for 'General Corporate Purposes'

by Carter Whitfield · September 30, 2026

Equities Reporter, The SmallCap Signal

Voyager Technologies Inc. (NYSE: VOYG) closed a $402.5 million offering of 0% convertible senior notes due 2032 on Sept. 28, according to the company's completion release and a Form 8-K filed the same day. The deal was launched on Sept. 22 at $350 million, priced on Sept. 23 and upsized when the initial purchasers exercised in full their option for an additional $52.5 million. Net proceeds were approximately $391.6 million after discounts, commissions and estimated expenses, the company said.

The notes carry no regular interest and the principal does not accrete, so the cost of the money to Voyager, before any dilution, is the discount and the hedge. Of the net proceeds, approximately $52.5 million went to buy capped call transactions from the initial purchasers and other financial institutions, and the remainder is earmarked for "general corporate purposes," per the completion release. The launch and pricing releases were slightly more specific, saying in a bullet that "a portion of proceeds will be used to support Voyager's expansion through organic growth and strategic acquisitions." No acquisition was named.

The initial conversion rate is 24.4978 Class A shares per $1,000 of principal, an initial conversion price of approximately $40.82 per share. That is a premium of approximately 30% over $31.40, the last reported sale price of the Class A stock on Sept. 23, according to the pricing release. The capped call's cap price is initially $78.50 per share, a 150% premium to the same reference price, the 8-K says, which means the hedge is designed to offset dilution on conversions up to that level and not beyond it.

Voyager can settle conversions in cash, shares or a mix at its election. Before July 15, 2032, holders may convert only on specified triggering events; from that date they may convert at will until two trading days before the Oct. 15, 2032 maturity. The company gets a provisional redemption right from Oct. 21, 2030, at par, but only if the stock has traded above 130% of the conversion price for a specified period and, per the 8-K, the notes are "Freely Tradable." There is also a clean-up call if less than 10% of the original principal remains outstanding. Holders can put the notes back at par on a "fundamental change," subject to a limited exception for certain cash mergers.

The 8-K discloses one wrinkle: special and additional interest of up to 0.50% per annum can accrue if Voyager fails to file required SEC reports or to remove restrictive legends from the notes on schedule. The notes were sold under Rule 144A to qualified institutional buyers and neither the notes nor the underlying shares are registered. U.S. Bank Trust Company is trustee under the indenture dated Sept. 28.

To make room for the notes, Voyager and its subsidiaries signed a Fifth Amendment to their May 30, 2025 credit agreement with JPMorgan Chase Bank as administrative agent on Sept. 22, the day of the launch, to "increase the amount of convertible debt the Company is permitted to incur under the facility," according to the 8-K. The amendment is filed as an exhibit. It is the second amendment to that facility disclosed since July, when a Fourth Amendment was filed as an exhibit to a separate 8-K on July 8.

Denver-based Voyager describes itself as a defense and space technology company, and it operates in two segments after a first-quarter 2026 reorganization: Defense and Space Technologies, and Starlab Space Stations, per an Aug. 14 8-K that recast its historical segment reporting. In its Aug. 3 second-quarter release the company reported record net sales of $52.7 million, up approximately 51% from the first quarter, record bookings of $113.0 million for a 2.1x book-to-bill, and a record backlog of $335.5 million. It raised full-year 2026 revenue guidance to $275 million to $305 million, which it said represents 66% to 84% growth.

The same release shows why the balance sheet needed replenishing. Net loss attributable to Voyager was $46.5 million for the quarter, or $0.79 per share, and adjusted EBITDA was negative $37.5 million, which the company attributed primarily to "the scaling of Starlab and ongoing investments to support future growth." Net cash used in operating activities was $44.3 million in the quarter and $84.0 million for the first six months of 2026, versus $30.9 million in the same period of 2025. The company also said innovation spending for the quarter ran at 55.1% of net sales excluding Starlab and 102.0% on a consolidated basis.

Cash and cash equivalents stood at $373.4 million at June 30, down from $491.3 million at Dec. 31, 2025, with total liquidity of $585.5 million including $212.1 million of undrawn revolver capacity, according to the release. The quarter also included the completed acquisition of Astrobotic Technology, which the company called transformational. The balance sheet at June 30 showed 53,350,242 Class A shares and 5,758,566 Class B shares outstanding.

Set against that, the convertible adds approximately $391.6 million of net proceeds to a company that reported $373.4 million of cash at June 30, at the cost of a $402.5 million senior unsecured obligation that falls due in October 2032, and it does so without an interest coupon. The trade the note buyers are making is on the equity option: they get par back in 2032 if the stock goes nowhere, and shares worth more than par if it clears $40.82. For existing shareholders, the capped call means the company has pre-paid to absorb dilution between $40.82 and $78.50; above the cap, dilution resumes.

The zero coupon is the eye-catching feature. Delek US Holdings priced a $400 million 0.00% convertible due 2031 on Sept. 24, per its own 8-K, so Voyager is not alone in getting the terms. What distinguishes it is that the issuer is a company that reported a net loss and negative adjusted EBITDA in its latest quarter and whose guidance is for revenue, not profit.

What is not disclosed is where the money goes. Beyond the capped call, the company's documents commit only to general corporate purposes with a nod toward acquisitions. Nor do the releases name the initial purchasers. Investors will get their first look at the notes on the balance sheet in the third-quarter 10-Q, along with the accounting for the capped call and any acquisition the proceeds have been pointed at by then.

Chairman and Chief Executive Dylan Taylor said in the August results release that the quarter's bookings and backlog "signal something more significant — a meaningful step-function change in our scale and market penetration." The convertible is the financing for that claim. Whether $391.6 million of interest-free money turns into the revenue in the guidance range, and eventually into the profits that would make $40.82 a conversion price rather than a par redemption, is the question the 2032 maturity will answer.