Vocodia to acquire 51% of WEB3 REX for preferred stock; Melo to become CEO

Vocodia Holdings Corp

Vocodia acquires 51% of WEB3 REX for Series C Convertible Preferred (convertible to 50% of fully diluted common) and Series A Super-Voting Preferred (2M shares, 10,000 votes each).
Jason Melo to be appointed CEO and Director upon closing; conditions include PCAOB-audited financials by April 30, 2026 (extendable to June 29, 2026).
Clawback: if Vocodia fails to raise $3M within 12 months post-closing, WEB3 REX stake reverts, preferred shares canceled, and Melo resigns.
Agreement effective Jan 13, 2026; securities issued under Section 4(a)(2) exemption from registration.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Vocodia Holdings Corp entered into Securities Purchase and Share Exchange Agreement with WEB3 REX INC and its shareholders (effective 2026-01-13).

Action: entry
Agreement: equity purchase
Counterparty: WEB3 REX INC and its shareholders
Effective: 2026-01-13

Exact text from the filing

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”).

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Vocodia Holdings Corp filing history →

Source: SEC EDGAR

accession 0001493152-26-002129

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