Vocodia Holdings Corp filings document the issuer's reporting status, capital structure, financing agreements and governance matters. The record includes a Form 12b-25 notification for a delayed Form 10-K tied to completion of audit procedures, along with Form 8-K disclosures covering material definitive agreements, direct financial obligations and unregistered securities issuances.
Company filings also describe senior secured convertible promissory notes, a standby equity purchase agreement, registration-rights obligations, warrant exchange activity, covenant waivers, board and officer changes, and related risk and compliance matters affecting the issuer's public-company reporting profile.
Vocodia Holdings Corp ownership disclosure: Clearthink Capital Partners, LLC reports beneficial ownership of 1,250,000,000 shares of Common Stock, representing 8.49% of the class. The filing lists Clearthink with sole voting and dispositive power over those shares. The filing is signed by Stephen Hart on 05/13/2026.
Vocodia Holdings Corp ownership disclosure: Clearthink Capital Partners, LLC reports beneficial ownership of 1,250,000,000 shares of Common Stock, representing 8.49% of the class. The filing lists Clearthink with sole voting and dispositive power over those shares. The filing is signed by Stephen Hart on 05/13/2026.
Vocodia Holdings Corp. notified the SEC on a Form 12b-25 that its annual report on Form 10-K for the period ended December 31, 2025 could not be filed on time because the company required additional time to complete its audit procedures. The notification is signed by the CEO on March 31, 2026.
Vocodia Holdings Corp. agreed on January 13, 2026 to acquire 51% of WEB3 REX INC, which owns proprietary data privacy software, through a Securities Purchase and Share Exchange Agreement with WEB3 REX and its shareholders.
As consideration, Vocodia agreed to issue 5,000 shares of Series C Convertible Preferred Stock and 2,000,000 shares of Series A Super-Voting Preferred Stock in a private, unregistered offering relying on Section 4(a)(2) and/or Regulation D. The parties state this preferred issuance does not create a change of control because existing Series A holders retain majority voting power.
Closing depends on customary conditions, including delivery of WEB3 REX’s two most recent years of audited financials from a PCAOB-registered firm, and must occur by April 30, 2026, with an automatic extension to June 29, 2026 if auditors are proceeding in good faith. As a closing condition, Jason Melo will become Vocodia’s CEO and a director. Vocodia also covenants to use commercially reasonable efforts to raise $3,000,000 in gross proceeds within twelve months after closing; if this financing is not completed, the 51% WEB3 REX interest reverts to the sellers, the preferred shares issued to them are cancelled, and Jason Melo will resign from all positions.
Vocodia Holdings Corp. agreed on January 13, 2026 to acquire 51% of WEB3 REX INC, which owns proprietary data privacy software, through a Securities Purchase and Share Exchange Agreement with WEB3 REX and its shareholders.
As consideration, Vocodia agreed to issue 5,000 shares of Series C Convertible Preferred Stock and 2,000,000 shares of Series A Super-Voting Preferred Stock in a private, unregistered offering relying on Section 4(a)(2) and/or Regulation D. The parties state this preferred issuance does not create a change of control because existing Series A holders retain majority voting power.
Closing depends on customary conditions, including delivery of WEB3 REX’s two most recent years of audited financials from a PCAOB-registered firm, and must occur by April 30, 2026, with an automatic extension to June 29, 2026 if auditors are proceeding in good faith. As a closing condition, Jason Melo will become Vocodia’s CEO and a director. Vocodia also covenants to use commercially reasonable efforts to raise $3,000,000 in gross proceeds within twelve months after closing; if this financing is not completed, the 51% WEB3 REX interest reverts to the sellers, the preferred shares issued to them are cancelled, and Jason Melo will resign from all positions.
Vocodia Holdings Corp. entered into a Forbearance and Warrant Exchange Agreement with Eleven 11 Management LLC to address existing defaults under its senior secured convertible note and related loan documents. The investor agreed to temporarily forbear from exercising remedies on specified defaults, including the company’s failure to stay current with SEC reporting, provided Vocodia becomes fully current within 30 days of the agreement’s effective date. During this period, interest will accrue at the non‑default rate and the investor will not charge monitoring fees or pursue collection against collateral.
As part of the deal, the investor surrendered and the company canceled a common share purchase warrant originally covering 611,111,111 warrant shares, in a securities exchange under Section 3(a)(9) of the Securities Act. In return, the outstanding balance under the loan documents is increased by $385,000; prior to the agreement, the balance due was $1,106,814.81. The agreement also waives certain covenants related to cryptocurrency and digital‑asset transactions, permanently releasing Vocodia from obligations on the use of proceeds for such activities.
Vocodia Holdings Corp. entered into a Forbearance and Warrant Exchange Agreement with Eleven 11 Management LLC to address existing defaults under its senior secured convertible note and related loan documents. The investor agreed to temporarily forbear from exercising remedies on specified defaults, including the company’s failure to stay current with SEC reporting, provided Vocodia becomes fully current within 30 days of the agreement’s effective date. During this period, interest will accrue at the non‑default rate and the investor will not charge monitoring fees or pursue collection against collateral.
As part of the deal, the investor surrendered and the company canceled a common share purchase warrant originally covering 611,111,111 warrant shares, in a securities exchange under Section 3(a)(9) of the Securities Act. In return, the outstanding balance under the loan documents is increased by $385,000; prior to the agreement, the balance due was $1,106,814.81. The agreement also waives certain covenants related to cryptocurrency and digital‑asset transactions, permanently releasing Vocodia from obligations on the use of proceeds for such activities.
Vocodia Holdings Corp. reported that Paul Richard Taylor, who was serving as Chairman of the Board, Interim Chief Operating Officer, and a director, resigned from all of these positions effective November 26, 2025. The company states that his resignation was not due to any disagreement with Vocodia on its operations, policies, or practices, including accounting and financial disclosure matters.
Vocodia Holdings Corp, a conversational AI technology provider, reported a small increase in quarterly sales but continued heavy losses and a worsening balance sheet for the nine months ended September 30, 2025. Net sales were about $51k for the quarter and $66k year-to-date, while the company recorded a quarterly net loss of roughly $1.9 million and a year-to-date loss of about $5.9 million, though this is narrower than the prior year’s nine‑month loss.
Cash was just $4.1k and total assets $51.8k, versus current liabilities of about $7.1 million, resulting in a stockholders’ deficit of roughly $7.1 million. Management states there is substantial doubt about the company’s ability to continue as a going concern and notes it expects to keep spending significantly on technology development.
To fund operations, Vocodia has relied on multiple high‑cost convertible notes, a May 2025 senior secured convertible note financing, warrant issuances and large conversions of debt into equity. Common shares outstanding jumped from about 300 million at year‑end 2024 to roughly 3.7 billion at September 30, 2025, and over 10.9 billion by December 19, 2025, highlighting substantial dilution as part of its financing strategy.
Vocodia Holdings Corp, a conversational AI technology provider, reported a small increase in quarterly sales but continued heavy losses and a worsening balance sheet for the nine months ended September 30, 2025. Net sales were about $51k for the quarter and $66k year-to-date, while the company recorded a quarterly net loss of roughly $1.9 million and a year-to-date loss of about $5.9 million, though this is narrower than the prior year’s nine‑month loss.
Cash was just $4.1k and total assets $51.8k, versus current liabilities of about $7.1 million, resulting in a stockholders’ deficit of roughly $7.1 million. Management states there is substantial doubt about the company’s ability to continue as a going concern and notes it expects to keep spending significantly on technology development.
To fund operations, Vocodia has relied on multiple high‑cost convertible notes, a May 2025 senior secured convertible note financing, warrant issuances and large conversions of debt into equity. Common shares outstanding jumped from about 300 million at year‑end 2024 to roughly 3.7 billion at September 30, 2025, and over 10.9 billion by December 19, 2025, highlighting substantial dilution as part of its financing strategy.
Vocodia Holdings Corp. (VHAI) entered into a Standby Equity Purchase Agreement with ClearThink Capital Partners allowing it to sell up to $25,000,000 of Class A common stock. Shares may be sold in tranches up to $1,000,000 or 400% of the prior 10-day average trading volume at a price equal to 70% of the lowest closing price over the preceding 10 trading days, subject to a 9.99% ownership cap and other limits. As consideration, the company issued 250,000,000 restricted commitment shares.
The company also agreed to a Registration Rights Agreement requiring an S-1 filing within 45 days to register resales of the commitment and purchase shares. In a related financing, Vocodia issued two senior secured convertible promissory notes totaling $240,000 in principal (with $200,000 net proceeds and $40,000 original issue discount). Each $120,000 note bears 10% interest, matures October 15, 2026, and is convertible at $0.0025 per share, subject to a 9.99% ownership cap and secured by company assets. The board approved these transactions and reserved 100,000,000 shares, with an ongoing 2x reservation, for note conversions.
Vocodia Holdings Corp. (VHAI) announced a leadership change, electing Paul Taylor as Chairman of the Board and Interim Chief Operating Officer, effective October 1, 2025. Taylor brings over 30 years of experience in public company turnarounds and strategic realignments and will oversee operational restructuring and the company’s pivot to AI ecosystem integration.
The company states there are no family relationships, arrangements, or material interests involving Taylor that would require disclosure under Item 404(a) of Regulation S-K. Details of his compensation will be provided in later filings.
Vocodia Holdings Corp (VHAI) filed a Form 4/A showing insider purchases by the Chairman and COO, who is also a Director and 10% Owner. The filing lists multiple open‑market transactions (code P) in common stock from 09/29/2025 through 10/17/2025 at prices ranging from $0.0002 to $0.0004.
Following the reported transactions, the insider’s beneficially owned shares totaled 2,287,053,208, held as Direct (D) ownership. Examples include 70,898,042 shares at $0.0002 on 09/29/2025 and 231,871,580 shares at $0.0004 on 10/14/2025.
Vocodia Holdings Corp (VHAI) filed a Form 4/A showing insider purchases by the Chairman and COO, who is also a Director and 10% Owner. The filing lists multiple open‑market transactions (code P) in common stock from 09/29/2025 through 10/17/2025 at prices ranging from $0.0002 to $0.0004.
Following the reported transactions, the insider’s beneficially owned shares totaled 2,287,053,208, held as Direct (D) ownership. Examples include 70,898,042 shares at $0.0002 on 09/29/2025 and 231,871,580 shares at $0.0004 on 10/14/2025.