VHAI adds $25M ClearThink SEPA and $240K secured convert notes

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Significant dilution and secured overhang: Up to $25,000,000 of discounted stock sales, 250,000,000 commitment shares, and low-price secured convertible notes at $0.0025 per share create substantial dilution and leverage risk for existing holders.

Insights

Small-cap capital structure analyst

VHAI adds a $25M equity line and low-price secured convertibles, raising dilution and leverage risk.

Vocodia has arranged a Standby Equity Purchase Agreement with ClearThink Capital Partners for up to $25,000,000 of Class A common stock, priced at 70% of the lowest closing price over the prior 10 trading days. Tranches are capped at $1,000,000 or 400% of recent average volume and are subject to a 9.99% ownership limit. As upfront consideration, the company issued 250,000,000 restricted commitment shares, which could significantly expand the share count once freely tradable.

The company also issued two senior secured convertible notes totaling $240,000 in principal (with $200,000 net proceeds and a $40,000 original issue discount), bearing 10% interest and maturing on October 15, 2026. The notes convert at $0.0025 per share, subject to a 9.99% cap and are secured by company assets, giving the lender priority claims. The board reserved 100,000,000 shares, with a 2x ongoing reservation, for conversions, highlighting the potential issuance scale tied to these notes.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): October 1, 2025

VOCODIA HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Wyoming		001-41963		86-3519415
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)

7781NW Beacon Square Blvd. Unit 102-V64 Boca Raton Florida		33487
(Address of principal executive offices)		(Zip Code)

(561) 485 0836

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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(s)		Name of each exchange on which registered
Common		VHAI		OTC
Series A Warrant		VHAIW		OTC
Series B Warrants		VHAIBW		N/A

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).

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 1.01 Entry into a Material Definitive Agreement.

On October 15, 2025, Vocodia Holdings Corp. (the “Company”) entered into a Standby Equity Purchase Agreement (the “SEPA”) with ClearThink Capital Partners, LLC (the “Investor”), enabling the Company to sell up to $25,000,000 of its Class A common stock (the “Common Stock”) at 70% of the lowest closing price over the prior 10 trading days, in tranches up to $1M (or 400% of 10-day average volume), subject to a 9.99% ownership cap and other limits. As consideration, the Company issued 250M restricted Commitment Shares. Concurrently, the Company entered into a Registration Rights Agreement requiring an S-1 filing within 45 days to register resale of Commitment Shares and Purchase Shares, with ongoing effectiveness obligations. Also on October 15, 2025, the Company issued two senior secured convertible promissory notes totaling $240,000 principal ($200,000 net proceeds after $40,000 OID) to the Investor under a Securities Purchase Agreement. Each $120,000 Note accrues 10% interest, matures October 15, 2026, and converts at $0.0025/share (adjustable on default), subject to a 9.99% cap and secured by Company assets.

The transactions were approved by unanimous board consent, reserving 100M shares (with 2x ongoing reservation) for Note conversions.

The foregoing is qualified by reference to the full agreements (Exhibits 10.1–10.5).

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The Notes described in Item 1.01 create a direct financial obligation of the Company.

Item 3.02 Unregistered Sales of Equity Securities.

The Commitment Shares and Notes were issued to the Investor in reliance on the Section 4(a)(2)/Regulation D exemption, as a non-public offering. Conversion Shares are unregistered and subject to resale restrictions absent registration or exemption.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Standby Equity Purchase Agreement, dated October 15, 2025.
10.2		Registration Rights Agreement, dated October 15, 2025.
10.3		Unanimous Written Consent of the Board, dated October 15, 2025.
10.4		Form of Senior Secured Convertible Promissory Note.
10.5		Securities Purchase Agreement, dated October 15, 2025.
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.

	VOCODIA HOLDINGS CORP.
Date: November 20, 2025	By:	/s/ Brian Podolak
	Name:	Brian Podolak
	Title:	Chief Executive Officer