secwatch / observer

Vocodia Holdings Corp — fact timeline

Source-grounded facts extracted from Vocodia Holdings Corp's SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

VHAI Vocodia Holdings Corp JSON
Material Agreements

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

“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”).”
Equity Issuances

Vocodia Holdings Corp issued Commitment Shares and Notes of unit to the Investor for Section 4(a)(2)/Regulation D exemption, as a non-public offering.

“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.”
Debt Financings

Vocodia Holdings Corp incurred convertible notes of $240,000 principal ($200,000 net proceeds after $40,000 OID) with ClearThink Capital Partners, LLC at 10% interest maturing October 15, 2026.

“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”
Governance Changes

Vocodia Holdings Corp: Amended articles of incorporation to increase authorized common shares to 15,000,000,000, effective February 28, 2025 (effective 2025-02-28).

“Effective February 28, 2025, the Company amended its articles of incorporation to increase the number of authorized common shares to 15,000,000,000.”
Governance Changes

Vocodia Holdings Corp: Amended the Designation of Series A Preferred Stock to restore voting rights, with each share having voting power equivalent to 10,000 shares of common stock, effective February 24, 2025 (effective 2025-02-24).

“Effective February 24, 2025, the Company amended the Designation of the Series A Preferred Stock to restore voting rights previously eliminated.”
Auditor Changes

Vocodia Holdings Corp engaged Pipara & Co LLP as its auditor.

“On January 8, 2025, the Board of Directors and the Audit Committee appointed Pipara & Co LLP (“Pipara”) to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024.”
Auditor Changes

Rosenberg Rich Baker Berman, P.A. resigned as auditor of Vocodia Holdings Corp.

“On January 6, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors of Vocodia Holdings Corp. (the “Company”) was informed by Rosenberg Rich Baker Berman, P.A. (“RRBB”) that RRBB will be resigning as the Company’s independent registered public accounting firm effective January 6, 2025.”

Ned Siegel resigned as Director at Vocodia Holdings Corp.

“On January 8, 2025, Ned Siegel notified the Board of Directors (“Board”) of Vocodia Holdings Corp. (the “Company”) of his resignation as a director of the Company and member of each committee of the Board, effective January 8, 2025.”
Auditor Changes

Vocodia Holdings Corp engaged Pirpra & Co. LLP. as its auditor.

“On January 8, 2025, the Board of Directors and the Audit Committee appointed Pirpra & Co. LLP. (“Pipra”) to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024.”
Auditor Changes

Rosenberg Rich Baker Berman, P.A. resigned as auditor of Vocodia Holdings Corp.

“was informed by Rosenberg Rich Baker Berman, P.A. (“RRBB”) that RRBB will be resigning as the Company’s independent registered public accounting firm effective January 6, 2025.”
Governance Changes

Vocodia Holdings Corp: Board amended Article III, Section 3.02 of Bylaws to decrease minimum number of directors from five to two (effective 2024-10-15).

“On October 15, 2024, the Board amended Article III, Section 3.02 of the Company’s Bylaws to decrease the minimum number of directors that can serve on the Board from five (5) to two (2), effective immediately (the “ Amendment ”).”

Randall Miles resigned as Director at Vocodia Holdings Corp.

“On October 12, 2024, Lourdes Felix and Randall Miles notified the Board of Directors (“Board”) of Vocodia Holdings Corp. (the “Company”) of their resignation as directors of the Company and members of each committee of the Board, effective October 7, 2024.”

Lourdes Felix resigned as Director at Vocodia Holdings Corp.

“On October 12, 2024, Lourdes Felix and Randall Miles notified the Board of Directors (“Board”) of Vocodia Holdings Corp. (the “Company”) of their resignation as directors of the Company and members of each committee of the Board, effective October 7, 2024.”

Scott Silverman resigned as Chief Financial Officer at Vocodia Holdings Corp.

“On September 16, 2024, Scott Silverman resigned from his position as Chief Financial Officer of Vocodia Holdings Corp.”
Listing & Compliance Notices

Vocodia Holdings Corp received a other deficiency notice notice regarding minimum bid price.

“May 3, 2024, Vocodia Holdings Corp. (the “Company”) received a letter from the Listing Qualifications Department of The Cboe BZX Exchange, Inc. (“Cboe BZX”) notifying the Company that its Common Stock did not maintain a minimum bid price of $1.00 over 30 consecutive business days as required by Cboe BZX Listing Rule 14.9(e)(1)(B) (the “Minimum Bid Price Requirement”). The receipt of the Cboe notification letter does not result in the immediate delisting of the Company’s Common Stock from the Cboe BZX and has no immediate effect on the listing or trading of the Company’s Common Stock or Warrant”

Ned L. Siegel was appointed as Director and Chair of the Compensation Committee at Vocodia Holdings Corp.

“Upon the effectiveness of the Registration Statement, on February 14, 2024, Lourdes Felix, Randall Miles and Ned L. Siegel were automatically appointed members of the Company’s Board of Directors (the “Board”).”

Randall Miles was appointed as Director and Chair of the Nominating and Corporate Governance Committee at Vocodia Holdings Corp.

“Upon the effectiveness of the Registration Statement, on February 14, 2024, Lourdes Felix, Randall Miles and Ned L. Siegel were automatically appointed members of the Company’s Board of Directors (the “Board”).”

Lourdes Felix was appointed as Director and Chair of the Audit Committee at Vocodia Holdings Corp.

“Upon the effectiveness of the Registration Statement, on February 14, 2024, Lourdes Felix, Randall Miles and Ned L. Siegel were automatically appointed members of the Company’s Board of Directors (the “Board”).”
Material Agreements

Vocodia Holdings Corp entered into Underwriting Agreement with Alexander Capital, L.P. valued at 1,400,000 Units at $4.2500 per Unit for gross proceeds of approximately $5,558,764.75 (effective 2024-02-21).

“On February 21, 2024, Vocodia Holdings Corp (CBOE: VHAI) (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Alexander Capital, L.P., as the representative of the several underwriters named therein (the “Representative”) in connection with the Company’s initial public offering (the “Initial Public Offering”) of 1,400,000 Units (collectively, the “Units” or each, a “Unit”) at a price to the public of $4.2500 per Unit (the “Public Offering Price”), consisting of one share of common stock of the Company, par value $0.0001 (“Common Stock”), one Series A Warrant to purchase one share of Common Stock exercisable at an exercise price of $5.5250 (the “Series A Warrant”), and one Series B Warrant to purchase one share of Common Stock exercisable at an exercise price of $8.5000 (the “Series B Warrant”).”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.