Vocodia (OTCQB: VHAI) to buy 51% of WEB3 REX in 2026

Rhea-AI Filing Summary

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.

Insights

Equity & M&A Analyst

Vocodia plans a stock-based 51% acquisition of WEB3 REX with CEO change and financing clawback conditions.

Vocodia Holdings Corp. has signed an agreement to acquire 51% of WEB3 REX, a data privacy software business, by issuing 5,000 Series C Convertible Preferred shares and 2,000,000 Series A Super-Voting Preferred shares in a private transaction. The filing notes that existing Series A preferred holders, Brian Podolak and James Sposato, will still hold aggregate majority voting control, so the company characterizes this as not constituting a change of control.

The deal has several conditions. Closing requires WEB3 REX to deliver two years of audited financial statements from a PCAOB-registered firm, with an outside date of April 30, 2026, extendable to June 29, 2026 if auditors confirm they are proceeding in good faith. A management shift is embedded in the structure, as Jason Melo must be appointed CEO and a director as a condition to the sellers’ obligation to close, signaling a planned leadership transition tied to the acquisition.

A notable feature is the $3,000,000 gross proceeds covenant within twelve months after closing. If this financing target is not met, the 51% interest in WEB3 REX will revert to the sellers, all Series C and Series A Preferred Stock issued to them will be cancelled, and Jason Melo will resign from all positions. This creates a built-in clawback linked to Vocodia’s ability to raise capital after closing, so the ultimate economics and leadership structure will depend on both completion of the audit-based closing and subsequent financing performance.

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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): November 26, 2025

VOCODIA HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada		001-41481		86-2473253
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Address of principal executive offices) (Zip Code)

7781NW Beacon Square Blvd. Unit 102-V64 Boca Raton Florida 33487

Registrant’s telephone number, including area code: (561) 826-2140

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 Stock, $0.0001 par value per share		VHAI		OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 175 of the Securities Act of 1933 (§230.175 of this chapter) or Rule 405 of the Securities Exchange Act of 1934 (§240.405 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 January 13, 2026 (the “Effective Date”), Vocodia Holdings Corp (“Vocodia” or the “Company”) entered into a Securities Purchase and Share Exchange Agreement (the “Agreement”) with WEB3 REX INC, a Wyoming corporation (“WEB3 REX”), and the shareholders of WEB3 REX (the “Sellers”).

The Transaction Pursuant to the Agreement, Vocodia agreed to acquire fifty-one percent (51%) of the issued and outstanding capital stock of WEB3 REX (the “Subject Shares”) from the Sellers. WEB3 REX owns and operates proprietary data privacy software and intellectual property known as the “WEB3 REX” platform.

Consideration In consideration for the Subject Shares, Vocodia agreed to issue the following securities (collectively, the “Exchange Shares”) to the Sellers or their designees:

1. Series C Convertible Preferred Stock: 5,000 shares. Each 100 shares of Series C Convertible Preferred Stock is convertible into 1% of Vocodia’s fully diluted common stock, representing a total of 50% equity, subject to weighted average anti-dilution protection.

2. Series A Super-Voting Preferred Stock: 2,000,000 shares to be issued personally to Jason Melo. These shares carry 10,000 votes per share.

The Parties acknowledged that the issuance of the Series A Super-Voting Preferred Stock does not constitute a “Change of Control” of Vocodia, as the existing Series A Preferred Stockholders (Brian Podolak and James Sposato) retain aggregate majority voting control.

Conditions to Closing The Closing of the transaction is subject to customary conditions, including the delivery of WEB3 REX’s audited financial statements for the two most recent fiscal years, prepared by a Public Company Accounting Oversight Board (“PCAOB”) registered firm. The Closing is scheduled to occur no later than three business days following the satisfaction of the closing conditions.

Closing has not occurred by April 30, 2026 (the “Outside Date”), either party may terminate the Agreement, provided that the Outside Date may be automatically extended to June 29, 2026, if the auditors confirm they are proceeding in good faith to complete the PCAOB audit.

Management Changes As a condition to the Sellers’ obligation to close, Jason Melo shall be appointed as the Chief Executive Officer (CEO) and a Director of Vocodia.

Covenants and Clawback Vocodia has covenanted to use commercially reasonable efforts to raise $3,000,000 in gross proceeds within twelve (12) months following the Closing. If this financing is not completed within the 12-month period:

	●	The 51% interest in WEB3 REX will revert to the Sellers;
	●	All Series C and Series A Preferred Stock issued to the Sellers will be cancelled; and
	●	Jason Melo will resign from all positions at Vocodia.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Pursuant to the Agreement, the Company agreed to issue 5,000 shares of Series C Convertible Preferred Stock and 2,000,000 shares of Series A Super-Voting Preferred Stock to the Sellers (the “Securities”). The issuance of the Securities will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering.

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: January 13, 2026
	By:	/s/ Brian Podolak
	Name:	Brian Podolak
	Title:	Chief Executive Officer

FAQ

What transaction did Vocodia Holdings Corp. (VHAI) announce?

Vocodia Holdings Corp. entered into a Securities Purchase and Share Exchange Agreement to acquire 51% of the issued and outstanding capital stock of WEB3 REX INC, which owns proprietary data privacy software and intellectual property known as the “WEB3 REX” platform.

How is Vocodia (VHAI) paying for the 51% stake in WEB3 REX?

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 to the WEB3 REX sellers or their designees as consideration, in an unregistered offering relying on Section 4(a)(2) of the Securities Act and/or Regulation D.

Does the WEB3 REX deal cause a change of control at Vocodia (VHAI)?

No. The parties acknowledged that issuing the Series A Super-Voting Preferred Stock to the sellers does not constitute a change of control because the existing Series A Preferred Stockholders, Brian Podolak and James Sposato, retain aggregate majority voting control of Vocodia.

What are the key conditions and deadlines for closing the WEB3 REX acquisition?

Closing is subject to customary conditions, including delivery of two most recent fiscal years of audited financial statements for WEB3 REX prepared by a PCAOB-registered firm. Closing must occur no later than April 30, 2026, with an automatic extension to June 29, 2026 if the auditors confirm they are proceeding in good faith to complete the PCAOB audit.

What management changes are tied to the Vocodia (VHAI) and WEB3 REX transaction?

As a condition to the sellers’ obligation to close, Jason Melo must be appointed as Chief Executive Officer (CEO) and a Director of Vocodia. Additionally, if the post-closing financing covenant is not met, the agreement provides that Jason Melo will resign from all positions at Vocodia.

What is the $3,000,000 financing covenant in Vocodia’s WEB3 REX deal?

Vocodia has covenanted to use commercially reasonable efforts to raise $3,000,000 in gross proceeds within twelve months after closing. If this financing is not completed in that period, the 51% interest in WEB3 REX will revert to the sellers, all Series C and Series A Preferred Stock issued to them will be cancelled, and Jason Melo will resign from all positions at Vocodia.

How will the new securities issued in the WEB3 REX deal be registered?

The 5,000 Series C Convertible Preferred shares and 2,000,000 Series A Super-Voting Preferred shares to be issued under the agreement will be issued as unregistered securities in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D.