Voyager Technologies (VOYG) risk factors, FY2025 10-K

Risks Related to Our Business and Industry

1. 01We may not be able to generate, sustain and manage our growth due to a variety of external factors. We have a limited operating history in an evolving industry, which makes it difficult to forecast our revenue, plan our expenses, and evaluate our business and future prospects
2. 02Our success and revenue growth depend on several factors, many of which are out of our control
3. 03Our future revenue and operating results are dependent on our ability to generate a sustainable order rate for our products and services and develop new technologies to meet the needs of our customers or potential new customers
4. 04Our development contracts may be difficult for us to comply with and may expose us to third-party claims for damages, and we may experience losses from fixed-price contracts
5. 05We have a history of losses, we anticipate increasing operating expenses in the future, and we may not be able to achieve and, if achieved, maintain profitability
6. 06Our financial results of operations could be materially adversely affected by impairment of our goodwill or other intangible assets
7. 07We will require additional capital to support business growth and this capital might not be available
8. 08Starlab will require significant additional capital expenditures for which we have not yet secured and we may be unable to secure additional financing
9. 09Starlab is currently a joint venture that we own with other co-venturers and investors, and we may invest in additional joint ventures in the future and face risks stemming from such joint venture investments
10. 10Our business relies on projects with extended timelines and failure to realize these projects may adversely impact our business
11. 11Any technology intended for use in outer space, including Starlab, may be delayed, damaged or destroyed during pre-launch operations, launch failures or during the execution of the operation, which can materially and adversely affect our operations
12. 12We have never launched or maintained a space station before and may lack the necessary expertise, personnel and resources to successfully launch and maintain a space station on our own
13. 13The benefits that we believe will result from the completion and commercialization of Starlab may not actually materialize
14. 14If our technologies fail to operate as intended, it could have a material adverse effect on us
15. 15unanticipated catastrophic event, such as a meteor shower or a collision with space debris, could reduce the performance of, or completely destroy, the affected technology
16. 16We operate in highly competitive industries
17. 17As our contracts expire, we may not be able to renew them or replace them with agreements on similar terms
18. 18acceptable to us, or at all. In addition, a concentrated pool of potential buyers for our products and services may restrict our ability to negotiate favorable terms under new contracts or existing contracts that are subject to re-contracting
19. 19At times, we rely on a single vendor or a limited number of vendors to provide certain key products or services and the inability of these key vendors to meet our needs could have a material adverse effect on our business
20. 20foreign subcontractors. If we are unable to maintain required licenses and/or security clearances, or are otherwise restricted by the regulatory agencies that our businesses are subject to, it could have a material adverse effect on us
21. 21The DoD’s increasing use of OTA agreements could adversely impact us
22. 22Some of our contracts with the U.S. government are classified, which may limit investor insight into portions of our business
23. 23Our current and future acquisitions, dispositions or strategic transactions may fail to successfully integrate with our business activities or fail to deliver the expected return on investment and could have a material adverse effect on us
24. 24We may not be able to convert our projects in backlog, including funded backlog, into revenue
25. 25Our products and equipment have a finite useful life
26. 26Our business involves significant risks and uncertainties that may not be covered by insurance
27. 27The release, unplanned ignition, explosion or improper handling of dangerous materials used in our business could disrupt our operations and adversely affect our financial results
28. 28We provide products and services involving hazardous and high risk operations, which subjects us to various environmental, regulatory, financial, reputational and other risks
29. 29In addition, our customers may use our products and services in ways that can be unusually hazardous or risky, or in ways that are not intended, which may create potential liabilities for our company, as well as reputational harm
30. 30Our products and services support human exploration of space, which includes a risk to human life and the risk of liability
31. 31Interruption or failure of our infrastructure, including our information technology and communications systems, could hurt our ability to effectively perform our daily operations and provide and produce our products and services, which could damage our reputation and harm our operating results
32. 32Disruptions in the supply of key raw materials or components and difficulties in the supplier qualification process, as well as increases in prices of raw materials, could adversely impact us
33. 33Adverse global market, economic and political conditions, including military conflicts or terrorist acts, pandemics and other catastrophic events could have a material adverse effect on us
34. 34We have existing contracts with customers in the Middle East and the continuation or escalation of hostilities in the region may make it difficult or impossible for us to deliver on our obligations under such contracts or to realize expected revenue under such contracts
35. 35Efforts to reduce the U.S. federal budget or spending could adversely affect our business
36. 36Changes in tax law, effective tax rates or adverse outcomes from other tax increases or an examination of our income or other tax returns could adversely affect our results of operations and financial condition

Risks Related to Our International Operations

1. 37Our international business exposes us to risks relating to regulation, currency fluctuations and political or economic instability in foreign markets, which could have a material adverse effect on us
2. 38Our international sales and operations are subject to applicable laws relating to trade, including economic and trade sanctions and trade controls, the violation of which could adversely affect our operations
3. 39If significant tariffs or other trade restrictions are placed on foreign imports by the United States and related countermeasures are taken by impacted foreign countries, our sales and results of operations may be harmed
4. 40Seeking to enforce an international contract through foreign courts may take significant amounts of time and expense with no certainty of success

Risks Related to Information Technology, Cybersecurity, Data Privacy and Intellectual Property

1. 41Any actual or perceived failure to comply with new or existing data privacy, data protection, and cybersecurity laws, regulations and other requirements could cause substantial harm to our business
2. 42We are subject to U.S. federal, state, local and international laws, regulations, industry standards and contractual obligations regarding data privacy, data protection and cybersecurity, including those governing the processing and protection of personal, sensitive and other proprietary or confidential information
3. 43challenging, which may increase our compliance costs and potential liability, particularly in the event of a data breach, and such compliance costs may have a material adverse effect on our business
4. 44the EU Data Act applies, non-compliance can result in regulatory enforcement and fines, civil claims, and reputational damage
5. 45Our use of artificial intelligence and machine learning technologies could adversely affect our products and services, harm our reputation, or cause us to incur liability resulting from harm to individuals or violation of laws and regulations or contracts to which we are a party
6. 46If we cannot successfully establish, maintain, protect, and enforce our intellectual property, our business could suffer
7. 47Third parties may allege that we are infringing, misappropriating, or otherwise violating their intellectual property rights, which could involve substantial costs and adversely impact our business
8. 48Intellectual property rights discovered through government-funded programs may be subject to federal regulations such as “march-in” rights, certain reporting requirements and a preference for U.S.-based companies and compliance with such regulations may limit our intellectual property rights
9. 49Our use of open source software could compromise the proprietary nature of our software and expose us to other legal liabilities and technological risks

Risks Related to Employees and the Workforce

1. 50Our inability to hire or retain key personnel could have a material adverse effect on us
2. 51Labor-related matters, including labor disputes, may adversely affect our operations

Legal and Regulatory Risks

1. 52Our business is subject to various regulatory risks that could have a material adverse effect on us
2. 53Our operations in the U.S. government market are subject to significant regulatory risk
3. 54We are routinely subject to audit by our customers on government contracts and the results of those audits could have an adverse effect on our business, reputation and results of operations
4. 55The U.S. government’s determination to award a future contract or contract option may be challenged by an interested party, and, if that challenge is successful, that future contract or option may be terminated
5. 56Our performance on contracts with the U.S. Department of Defense may result in restrictions on our ability to repurchase our Class A common stock or may affect our eligibility for Foreign Military Sales or Government assistance with international direct commercial sales
6. 57production capacity, not prioritizing contract performance or whose production speed is insufficient (collectively, “Underperformance”)
7. 58Failure to comply with the requirements of the National Industrial Security Program Operating Manual could result in interruption, delay, or suspension of our ability to provide our products and services, and could result in loss of current and future business with the U.S. government
8. 59Our operations are subject to governmental law and regulations relating to environmental matters, which may expose us to significant costs and liabilities that could negatively impact our financial condition
9. 60We may be adversely affected by global climate change or by legal, regulatory or market responses to such change
10. 61Failure to comply with anti-corruption laws, including the FCPA and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences
11. 62We may be unable to obtain or maintain required authorization or contractual arrangements

Risks Related to Our Indebtedness

1. 63Our level of indebtedness could have a material adverse effect on us
2. 64The failure to comply with the covenants under our Revolving Credit Agreement or the volatile credit and capital markets could have a material adverse effect on us
3. 65Provisions in the indenture governing the 2030 Convertible Notes could delay or prevent an otherwise beneficial takeover of us

Risks Related to Financial and Accounting Matters

1. 66We use estimates when accounting for contracts. Contract cost growth or changes in estimated contract revenues and costs can have a material adverse effect on us
2. 67We will continue to incur increased costs as a result of operating as a publicly traded company, and our management will be required to devote substantial time to new compliance initiatives
3. 68requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers
4. 69If we fail to implement and maintain an effective system of internal control over financial reporting, we may not be able to accurately determine or disclose our financial results. As a result, our stockholders could lose confidence in our financial results
5. 70consolidated financial statements as of and for the year ended December 31, 2021. The material weaknesses had no impact on any amounts reported in the financial statements for the year ended December 31, 2025
6. 71Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting
7. 72Our ability to use net operating loss carryforwards and certain other tax attributes may be limited

Risks Related to Ownership of our Class A Common Stock

1. 73We are controlled by Dylan Taylor, our Chairman and Chief Executive Officer, whose interests in our business may conflict with ours or yours
2. 74The multi-class structure of our common stock may adversely affect the trading market for our Class A common stock
3. 75We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our Class A common stock less attractive to investors
4. 76Our stock price may fluctuate significantly and you may not be able to resell shares of our Class A common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result
5. 77regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low
6. 78Our quarterly operating results have fluctuated and may in the future fluctuate and be less than prior periods, our projections or the expectations of securities analysts or investors, which could materially adversely affect our stock price
7. 79We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our Class A common stock
8. 80You may be diluted by the future issuance of additional common stock in connection with our incentive plans, acquisitions or otherwise
9. 81Voyager Technologies, Inc. is a holding company with no operations of its own and, as such, it depends on its subsidiaries for cash to fund all of its operations and expenses, including future dividend payments, if any
10. 82Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our Class A common stock to decline
11. 83If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline
12. 84Provisions in our organizational documents could delay or prevent a change of control
13. 85Our board of directors will be authorized to issue and designate shares of our preferred stock in additional series without stockholder approval
14. 86The prepaid forward transaction may affect the value of the 2030 Convertible Notes and our Class A common stock and may result in unexpected market activity in the 2030 Convertible Notes and our Class A common stock
15. 87The Capped Call Transactions may affect the value of the 2030 Convertible Notes and our Class A common stock
16. 88terminate the relevant portion of the Capped Call Transactions and in connection with any negotiated unwind or modification of the Capped Call Transactions). This activity could also cause or avoid an increase or a decrease in the market price of our Class A common stock or the 2030 Convertible Notes
17. 89We are subject to counterparty risk with respect to the Capped Call Transactions and the Prepaid Forward Transaction, and the Capped Call Transactions may not operate as planned