Vocodia Holdings Corp. Files 8-K: Equity Sales & Bylaw Changes

TL;DR

Vocodia sold equity, changed bylaws, and modified security holder rights on Aug 2nd.

AI Summary

Vocodia Holdings Corp. entered into a material definitive agreement on August 2, 2024, related to unregistered sales of equity securities. The company also made material modifications to the rights of its security holders and amended its articles of incorporation or bylaws. Financial statements and exhibits are included in this filing.

Why It Matters

This filing indicates significant corporate actions, including equity sales and changes to governance, which could impact the company's financial structure and shareholder rights.

Risk Assessment

Risk Level: medium — The filing involves unregistered equity sales and modifications to security holder rights, which can introduce complexity and potential risks.

Key Players & Entities

• Vocodia Holdings Corp (company) — Registrant
• August 2, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stoc
• $1,000 — Second Closing") at a purchase price of $1,000 per share for a total of $2,800,000 and
• $2,800,000 — rice of $1,000 per share for a total of $2,800,000 and (ii) 20,000 shares of Series D Rede
• $2.00 — ice of $0.0001 per share for a total of $2.00 (the "Offering"). Further to this initi
• $200,000 — dditional investments for an additional $200,000. The Series C Preferred Stock (the "Sh
• $1,000.00 — Preferred Stock with a stated value of $1,000.00 per share (the "Stated Value"). The Ser
• $0 — e of determination, an initial price of $0.15, subject to further adjustment as pr

Filing Documents

• ea0210570-8k_vocodia.htm (8-K) — 55KB
• ea021057001ex3-1_vocodia.htm (EX-3.1) — 240KB
• ea021057001ex3-2_vocodia.htm (EX-3.2) — 52KB
• ea021057001ex10-1_vocodia.htm (EX-10.1) — 316KB
• ea021057001ex10-2_vocodia.htm (EX-10.2) — 99KB
• ea021057001ex10-3_vocodia.htm (EX-10.3) — 119KB
• ex10-2_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-065006.txt ( ) — 1320KB
• vhai-20240802.xsd (EX-101.SCH) — 4KB
• vhai-20240802_def.xml (EX-101.DEF) — 26KB
• vhai-20240802_lab.xml (EX-101.LAB) — 36KB
• vhai-20240802_pre.xml (EX-101.PRE) — 25KB
• ea0210570-8k_vocodia_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On August 2, 2024, Vocodia Holdings Corp, Inc. (the "Company," "we" or "us") entered into a Securities Purchase Agreement (the "SPA") with certain accredited investors (the "Purchasers") for the sale of (i) 2,800 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock", and the closing of such sale the "Second Closing") at a purchase price of $1,000 per share for a total of $2,800,000 and (ii) 20,000 shares of Series D Redeemable Preferred Stock, par value $0.0001 per share (the "Series D Preferred Stock" and the closing of such sale, the "First Closing") at a purchase price of $0.0001 per share for a total of $2.00 (the "Offering"). Further to this initial investment, the SPA contemplates additional investments for an additional $200,000. The Series C Preferred Stock (the "Shares") are convertible into shares of the Company's common stock, $0.0001 per share (the "Common Stock") subject to the terms of the Series C COD (as defined below). The Series D Preferred Stock shall be redeemed in accordance with the redemption terms of the Series D COD (as defined below). The SPA includes customary representations, warranties and covenants by the Company and the Purchaser, as well as conditions to closing, including that, after appearance at a hearing panel of the Cboe Global Markets, Inc. (the "CBOE") scheduled for August 8, 2024, the CBOE shall have approved the Company's request for continued listing, subject to compliance with the minimum continued listing standards set forth in Listing Rule 14.9(e)(2) of the CBOE and compliance with the minimum bid price requirement under Listing Rule 14.9(e)(1)(B) of the CBOE. Placement Agency Agreement The Company entered into that certain placement agency agreement, dated August 2, 2024 (the "Placement Agency Agreement"), by and between the Company and Alexander Capital L.P. ("Alexander") in r

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this report is incorporated by reference into this Item 3.02. The offer and sale of the Shares, the Series D Preferred Stock and the shares of common stock issuable upon conversion of the Shares were made to an accredited investor in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The offering of the Shares and the Series D Preferred Stock were not conducted in connection with a public offering, and no public solicitation or advertisement was made or relied upon by any investor in connection with the offering. The offer and sale by the Company of the securities that may be issued and sold to the investors under the SPA have not be registered under the Securities Act or any applicable state securities or "Blue Sky" laws and, therefore, such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities or "Blue Sky" laws. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall such securities be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 1

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The disclosure set forth in Item 5.03 below is hereby incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series C Convertible Preferred Stock Pursuant to the terms of the SPA, on August 2, 2024, the Company issued a Certificate of Designation of Series C Convertible Preferred Stock (the "Series C COD") designating 7,000 shares of its authorized and unissued preferred stock as Series C Preferred Stock with a stated value of $1,000.00 per share (the "Stated Value"). The Seres C COD sets forth the rights, preferences and limitations of the shares of Series C Preferred Stock. The defined terms not otherwise defined below are as defined in the Series C COD. The following is a summary of the terms of the Series C Preferred Stock: Dividends . Under the terms of the COD, the holders of Series C Preferred Stock will be entitled to receive dividends, based on the Stated Value, at a rate of eight percent (8%) per annum, which dividends shall be paid by the Company out of funds legally available therefor, payable in shares of common stock or, at the option of the Company, cash on the stated value of such Series C Preferred Stock at the applicable dividend rate. Dividends on the Series C Preferred Stock shall commence accruing on the issuance date and shall be computed on the basis of a 360-day year and twelve 30-day months (with 1 year of dividends being guaranteed and deemed earned in full and payable on the first conversion date). From and after the occurrence and during the continuance of any Triggering Event the rate shall automatically be increased to twelve percent (12.0%) per annum Voting Rights . The Series C COD provides that holders of Series C Preferred Shares shall have the right to vote on all matters presented to the stockholders for approval together with the shares of Common Stock, voting together as a single class, on an "as converted" basis, other than in regards to the Exchange Limitation. Liquidation . In addition, upon any liquidation, dissolution or winding-up of the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Designation of Series C Convertible Preferred Stock 3.2 Certificate of Designation of Series D Redeemable Preferred Stock 10.1 Form of Securities Purchase Agreement 10.2 Form of Placement Agency Agreement 10.3 Form of Registration Rights Agreement 104 Cover Page Integrative Data File (embedded within the Inline XBRL document) 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized. VOCODIA HOLDINGS CORP. Date: August 5, 2024 By: /s/ Brian Podolak Brian Podolak Chief Executive Officer 5

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