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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, 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) 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 (VHAI) insider Paul Taylor, the company’s Chairman and COO and a 10% owner, reported multiple transactions coded “M” (exercise or conversion of derivative securities) that resulted in acquisitions of common stock at $0.0002 to $0.0004 per share. Across a series of dates from 09/29/2025 through 10/17/2025, his beneficial ownership increased, reaching 2,287,053,208 shares direct as of 10/17/2025.
Vocodia Holdings Corp (VHAI) reported a change in beneficial ownership on Schedule 13D/A (Amendment No. 1). Paul Taylor disclosed beneficial ownership of 2,202,895,684 shares of common stock, representing 36% of the class, tied to an event dated 10/02/2025. The filing lists sole voting power over the same share amount.
Taylor identifies his role as Chairman and COO of Vocodia and indicates the shares were acquired via open market purchases. The filing cites approximately $1 million in private funds as the source of consideration. This amendment updates ownership and control information for one of the company’s senior executives and major holders.