UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 118, 2026

Voyager Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-42694	84-2754888
Texas	001-42694	84-2754888
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification Number)

1225 17th Street, Suite 1100

Denver, Colorado 80202

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (303) 500-6985

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Class A Common Stock, par value $0.0001 per share

VOYG

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.0203. ~~Unregistered~~Material ~~Sales~~Modification to Rights of ~~Equity~~Security ~~Securities~~Holders.

On June 118, 2026, Voyager Technologies, Inc. (the "“Company"”) ~~entered~~filed ~~into~~(i) ana ~~Agreement~~certificate ~~and Plan~~ of ~~Merger~~conversion ~~(the~~with ~~"Agreement") pursuant to which~~ the ~~Company~~Secretary ~~agreed~~of toState ~~acquire 100%~~ of the ~~outstanding~~State ~~capital stock~~ of ~~Astrobotic Technology~~Delaware, ~~Inc.~~ (~~the "Acquisition"~~ii). Ina ~~connection~~certificate ~~with~~of ~~the~~conversion ~~Acquisition,~~with the ~~Company~~Secretary ~~agreed~~of toState ~~issue shares~~ of ~~its~~the ~~Class~~State Aof ~~common stock~~Texas, ~~par~~with ~~value~~a ~~$0.0001~~certificate ~~per~~of ~~share~~formation (the ~~"Common~~“Texas ~~Stock"~~Charter”), toin ~~the~~each ~~sellers~~case, ofpursuant ~~such~~to ~~capital stock (the "Sellers") as~~ a ~~portion~~plan of ~~the~~conversion ~~aggregate~~previously ~~purchase~~approved ~~consideration.~~by ~~The~~the ~~share~~board ~~consideration consists~~ of ~~shares~~directors ofand ~~Common~~by ~~Stock to be issued (i) at~~ the ~~closing~~stockholders of the ~~Acquisition~~Company (the ~~"Closing")~~“Plan asof ~~closing~~Conversion,” ~~consideration (the "Closing Shares")~~ and, ~~(ii)~~collectively aswith ~~contingent consideration upon~~ the ~~achievement~~certificates of ~~certain~~conversion ~~post-closing~~described ~~earnout~~in ~~milestones (~~the ~~"Contingent~~preceding ~~Shares"~~clauses (i). ~~The~~and ~~Closing is subject to customary closing conditions~~(ii), ~~including receipt of required regulatory approvals, and is expected to occur in~~ the ~~second~~“Conversion ~~half of 2026~~Documents”).

~~The~~Pursuant ~~Company may issue up~~ to ~~2,031,694 Closing Shares to~~ the ~~Sellers~~Conversion atDocuments, the ~~Closing,~~Company ~~dependent~~converted ~~upon~~from ~~adjustments~~a ~~for~~Delaware ~~cash,~~corporation ~~indebtedness,~~into ~~option~~a ~~exercises,~~Texas ~~and~~corporation ~~transaction~~(the ~~expenses.~~“Texas ~~The~~Redomestication”) ~~foregoing~~effective ~~number~~on ofJune ~~shares~~18, ~~is an estimate only~~2026, ~~and~~upon the ~~actual~~acceptance ~~number~~ of ~~shares of Common Stock to be issued pursuant to~~ the ~~Agreement~~applicable isConversion ~~subject~~Documents toby the ~~occurrence~~Secretary of ~~the~~State ~~Closing~~of ~~and~~Texas (the ~~finalization~~“Effective ~~of the purchase price calculations and adjustments set forth therein~~Time”).

~~The~~At ~~number of Contingent Shares issuable in respect of each earnout milestone, if any, will be calculated using~~ the ~~volume-weighted~~Effective ~~average~~Time ~~trading~~(or ~~price~~otherwise of the Common Stock during the 20-trading day period immediately preceding the applicable earnout valuation date. The exact number of Contingent Shares to be issued will depend on whether the applicable earnout milestones are achieved and the trading price of the Common Stock at such time. described below):

•The ~~shares~~Company’s ofdomicile ~~Common~~changed ~~Stock to be issued as described above will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption~~ from ~~registration provided by Section 4(a)(2) of~~ the ~~Securities~~State ~~Act for transactions by an issuer not involving a public offering. The Company did not engage in general solicitation or advertising in connection with the issuance~~ of ~~such~~Delaware ~~shares.~~to ~~When issued,~~ the ~~Closing~~State ~~Shares and any Contingent Shares will constitute "restricted securities" within the meaning~~ of Rule 144 under the Securities Act and may not be offered or sold absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities lawsTexas.

•The Company continues in existence as a Texas corporation and continues to operate its business under the current name, “Voyager Technologies, Inc.” The Texas Redomestication did not result in any change in the Company’s business, jobs, management, properties, location of any of the Company’s offices or facilities, number of employees, obligations, assets, liabilities or net worth (other than as a result of the costs related to the Texas Redomestication and the costs of corporate franchise taxes).

•The affairs of the Company ceased to be governed by the General Corporation Law of the State of Delaware and the Company’s existing Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, and are now instead governed by the Texas Business Organizations Code, the Texas Certificate of Formation and the Bylaws approved by the Company’s board of directors (the “Texas Bylaws”).

•Each outstanding share of Class A common stock, par value $0.0001 per share, of the Delaware corporation automatically converted into one validly issued, fully paid and nonassessable share of Class A common stock of the Texas corporation (the “Texas Corporation”), and each outstanding share of Class B common stock, par value $0.0001 per share, of the Delaware corporation automatically converted into one validly issued, fully paid and nonassessable share of Class B common stock of the Texas Corporation.

•There has been no interruption in trading of the Company’s Class A common stock, which continues to be traded on the New York Stock Exchange under the symbol “VOYG.”

•Each service provider letter or agreement, benefit plan or agreement, incentive compensation plan or agreement (including equity or cash plans), or other similar plan or agreement to which the Company is a party, or otherwise maintains, sponsors or contributes, will continue as a plan or agreement of the Texas Corporation on the same terms and conditions, and any references to the Delaware corporation thereunder will mean the Texas Corporation. To the extent that any such plan, letter or agreement provides for the issuance, or is otherwise based on the value, of any common stock or other equity security of the Company, such plan or agreement will be deemed to provide for the issuance, or be based on the value, of common stock or other equity security of the Texas Corporation, respectively.

Certain rights of the Company’s stockholders were changed as a result of the Texas Redomestication. A more detailed description of the Plan of Conversion, the Texas Charter, the Texas Bylaws and the effects of the Texas Redomestication is set forth in the Company’s definitive proxy statement on Schedule 14A for the Company’s 2026 annual meeting of stockholders filed with the Securities and Exchange Commission on April 17, 2026 under “Proposal No. 3 Approval of the Redomestication of Voyager Technologies, Inc. from the State of Delaware to the State of Texas,” which description is incorporated herein by reference. Copies of the Plan of Conversion, the Texas Charter and the Texas Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K (the “Current Report”) and are incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 3.03 of this Current Report is incorporated by reference into this Item 5.03 of this Current Report.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.						Description
2.1						Plan of Conversion

3.1						Certificate of Formation of Voyager Technologies, Inc.

3.2						Amended and Restated Bylaws of Voyager Technologies, Inc.

104						Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VOYAGER TECHNOLOGIES, INC.
Date: June 4, 2026	By:	/s/ Dylan Taylor
Date: June 18, 2026	By:	/s/ Dylan Taylor
	Name:	Dylan Taylor
	Title:	Chief Executive Officer

Filing Compare · Voyager Technologies, Inc./TX