NET LOSS PER COMMON SHARE

6 Months Ended

Jun. 30, 2025

The following table includes the calculation of basic and diluted net loss per common share:


	Three Months Ended				Six Months Ended
(dollars in thousands, except per share data)	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Numerator:
Net loss attributable to Voyager Technologies, Inc.	$	(31,382)	$	(23,322)	$	(58,320)	$	(38,145)
Accrued value of preferred stock dividends(1)	5,258		5,481		11,259		10,488
Net loss attributable to common stockholders	(36,640)		(28,803)		(69,579)		(48,633)
Accretion and fair value adjustment on ZIN earnout	—		(5,534)		—		(5,534)
Net loss attributed to common shareholders, diluted	$	(36,640)	$	(34,337)	$	(69,579)	$	(54,167)
Denominator:
Weighted-Average common shares outstanding, basic	29,695		12,574		22,017		12,536
Shares issuable assuming ZIN earnout	—		3		—		3
Weighted-Average common shares outstanding, diluted	29,695		12,577		22,017		12,539
Net loss per share:
Basic	$	(1.23)	$	(2.29)	$	(3.16)	$	(3.88)
Diluted	$	(1.23)	$	(2.73)	$	(3.16)	$	(4.32)

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(1)During the three months ended June 30, 2025 and June 30, 2024, the Class A-1 Preferred Stock accrued dividends of approximately $3.5 and $3.4 million, respectively, equal to $0.50 and $0.32 per share, respectively. During the three months ended June 30, 2025 and June 30, 2024, the Class B Convertible Preferred Stock accrued dividends of approximately $1.8 and $2.1 million, respectively, equal to $0.54 and $0.43 per share, respectively. During the six months ended June 30, 2025 and June 30, 2024, the Class A-1 Preferred Stock accrued dividends of approximately $7.3 and $6.3 million, respectively, equal to $1.05 and $0.61 per share, respectively. During the six months ended June 30, 2025 and June 30, 2024, the Class B Convertible Preferred Stock accrued dividends of approximately $3.9 and $4.2 million, respectively, equal to $1.20 and $0.84 per share, respectively.

The Company’s potentially dilutive securities, which include preferred stock and outstanding awards under the equity plans, have been excluded from the computation of diluted earnings per share as the effect would be anti-dilutive in a net loss position. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated:


	June 30, 2025	June 30, 2024
Stock options	4,458,501	3,216,233
Warrants	1,104,489	974,156
SMI Note	—	1,425,661
Preferred stock (as converted to common shares)	—	21,744,173
Total common stock equivalents	5,562,990	27,360,223

Voyager Technologies, Inc./DE 10-Q