VOCO SEC-arkiveringar - Vocodia Holdings Corp- Årsredovisning, Fullmaktsutlåtande, prospekt

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CIK

1880431

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Vocodia Holdings Corp

SEC Filings (Chronological Order)

Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.

March 31, 2026	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Per
January 14, 2026	8-K	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 HOLDING 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
December 30, 2025	EX-10.1	EX-10.1 Exhibit 10.1
December 30, 2025	8-K	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): December 23, 2025 VOCODIA HOLDING 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): December 23, 2025 VOCODIA HOLDINGS CORP. (Exact name of registrant as specified in its charter) Wyoming 001-41963 86-2473253 (State or other jurisdiction of incorporation) (Commission
December 29, 2025	8-K	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 HOLDING 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 001-41963 86-2473253 (State or other jurisdiction of incorporation) (Commission
December 22, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41963 VOCODIA HOLDINGS CORP (Exact Name of Registrant as Specified in its Charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation or organization) (I.
November 20, 2025	EX-10.4	CONVERTIBLE NOTE Exhibit 10.4 5NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
November 20, 2025	EX-10.5	SECURITIES PURCHASE AGREEMENT Exhibit 10.5 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated and effective October 15, 2025, by and between VOCODIA HOLDINGS CORP., a Wyoming corporation, with headquarters located at 7781 NW Beacon Square Blvd, Unit 102-V64, Boca Raton, FL 33487 (the “Company”) and CLEARTHINK CAPITAL PARTNERS, LLC, with its address at 210 West 77th Street, #7W, New York,
November 20, 2025	EX-10.3	UNANIMOUS CONSENT IN LIEU OF A SPECIAL MEETING OF DIRECTORS OF VOCODIA HOLDINGS CORP. Exhibit 10.3 UNANIMOUS CONSENT IN LIEU OF A SPECIAL MEETING OF DIRECTORS OF VOCODIA HOLDINGS CORP. The undersigned, being all of the directors of VOCODIA HOLDINGS, CORP., a corporation of the State of Wyoming (the “Corporation”), do hereby authorize and approve the actions set forth in the following resolutions without the formality of convening a meeting, and do hereby consent to the following ac
November 20, 2025	EX-10.1	STRATA PURCHASE AGREEMENT Exhibit 10.1 STRATA PURCHASE AGREEMENT THIS STRATA PURCHASE AGREEMENT (the “Agreement”), dated as of October 15, 2025, by and between VOCODIA HOLDINGS CORP., a Wyoming corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”). WHEREAS: Subject to the terms, conditions and limitations on the number of shares which may be sold set forth
November 20, 2025	8-K	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 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 in
November 20, 2025	EX-10.2	REGISTRATION RIGHTS AGREEMENT Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 15, 2025, by and between VOCODIA HOLDINGS CORP., a Wyoming corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall
November 19, 2025	8-K	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 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 of incorporation) (Commission F
November 14, 2025	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P
September 29, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41963 VOCODIA HOLDINGS CORP (Exact Name of Registrant as Specified in its Charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation or organization) (I.
August 15, 2025	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period
August 7, 2025	253G2	VOCODIA HOLDINGS CORP 30,000,000,000 Shares of Common Stock Including 480,000,000 Shares of Common Stock held by the Selling Shareholders Filed Pursuant to Rule 253(g)(2) File No. 024-12569 VOCODIA VOCODIA HOLDINGS CORP 30,000,000,000 Shares of Common Stock Including 480,000,000 Shares of Common Stock held by the Selling Shareholders Vocodia Holdings Corp, a Wyoming corporation is offering up to 30,000,000,000 (Thirty Billion) shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”), including 480,000,000
July 31, 2025	EX1A-11 CONSENT	Consent of Independent Registered Public Accounting Firm Exhibit 11.3 Consent of Independent Registered Public Accounting Firm Vocodia Holdings Corp Boca Raton, FL We hereby consent to the inclusion in this Registration Statement on Form 1-A/A of our report dated June 30, 2025, relating to the financial statements of Vocodia Holdings Corp for to the year ended December 31, 2024. Our report contains an explanatory paragraph regarding the Company’s abilit
July 31, 2025	PART II AND III	PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated July 30, 2025 PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated July 30, 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
July 31, 2025	CORRESP	July 31, 2025 (561) 484-5234 www.Vocodia.com [email protected] 7781 NW Beacon Square Blvd. Unit 102-V64 Boca Raton, FL 33487 July 31, 2025 US Securities and Exchange Commission Division of Corporation Finance Office of Technology Washington, D.C. 20549 Re: Re: Vocodia Holdings Corp Offering Statement on Form 1-A Filed February 12, 2025 File No. 024-12569 Ladies and Gentlemen: Pursuant to Rule 252(e) promulgated
July 31, 2025	EX1A-12 OPN CNSL	July 17, 2025 Exhibit 12.1 18305 BISCAYNE BLVD. SUITE 200 JONATHAN D. LEINWAND, P.A. AVENTURA, FL 33160 TEL: (954) 903-7856 FAX: (954) 252-4265 E-MAIL: [email protected] July 17, 2025 Vocodia Holdings Corp. 7781 NW Beacon Square Blvd, Unit 102-V64 Boca Raton, FL 33487 Ladies and Gentlemen: We are acting as counsel to Vocodia Holdings Corp., a Wyoming corporation (“VHAI”), for the purpose of rendering an opinio
July 31, 2025	EX1A-11 CONSENT	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Vocodia Holdings Corp Boca Raton, FL We hereby consent to the inclusion in this Registration Statement on Form 1-A/A of our report dated April 16, 2024, relating to the financial statements of Vocodia Holdings Corp for to the year ended December 31, 2023 and 2022. Our report contains an explanatory paragraph regarding the Compan
July 31, 2025	EX1A-3 HLDRS RTS	VOCODIA HOLDINGS CORP 2022 EQUITY INCENTIVE PLAN Exhibit 3.5 VOCODIA HOLDINGS CORP 2022 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ● to attract and retain the best available personnel for positions of substantial responsibility, ● to provide additional incentive to Employees, Directors and Consultants, and ● to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options,
July 31, 2025	EX1A-4 SUBS AGMT	SUBSCRIPTION AGREEMENT Exhibit 4.1 SUBSCRIPTION AGREEMENT This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between Vocodia Holdings, Corp., a Wyoming corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the
July 30, 2025	CORRESP	July 30, 2025 July 30, 2025 US Securities and Exchange Commission Division of Corporation Finance Office of Technology Washington, D.
July 28, 2025	LETTER	LETTER July 28, 2025 Brian Podolak Chief Executive Officer Vocodia Holdings Corp 7781 NW Beacon Square Blvd Unit 102-V64 Boca Raton, FL 33487 Re: Vocodia Holdings Corp Amendment No.
July 17, 2025	EX1A-11 CONSENT	Consent of Independent Registered Public Accounting Firm Exhibit 11.3 Consent of Independent Registered Public Accounting Firm Vocodia Holdings Corp Boca Raton, FL We hereby consent to the inclusion in this Registration Statement on Form 1-A/A of our report dated June 17, 2025, relating to the financial statements of Vocodia Holdings Corp for to the year ended December 31, 2024. Our report contains an explanatory paragraph regarding the Company’s abilit
July 17, 2025	EX1A-12 OPN CNSL	July 17, 2025 Exhibit 12.1 18305 BISCAYNE BLVD. SUITE 200 JONATHAN D. LEINWAND, P.A. AVENTURA, FL 33160 TEL: (954) 903-7856 FAX: (954) 252-4265 E-MAIL: [email protected] July 17, 2025 Vocodia Holdings Corp. 7781 NW Beacon Square Blvd, Unit 102-V64 Boca Raton, FL 33487 Ladies and Gentlemen: We are acting as counsel to Vocodia Holdings Corp., a Wyoming corporation (“VHAI”), for the purpose of rendering an opinio
July 17, 2025	EX1A-4 SUBS AGMT	SUBSCRIPTION AGREEMENT Exhibit 4.1 SUBSCRIPTION AGREEMENT This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between Vocodia Holdings, Corp., a Wyoming corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the
July 17, 2025	PART II AND III	PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated July 14, 2025 PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated July 14, 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
July 17, 2025	EX1A-3 HLDRS RTS	VOCODIA HOLDINGS CORP 2022 EQUITY INCENTIVE PLAN Exhibit 3.5 VOCODIA HOLDINGS CORP 2022 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ● to attract and retain the best available personnel for positions of substantial responsibility, ● to provide additional incentive to Employees, Directors and Consultants, and ● to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options,
July 17, 2025	EX1A-11 CONSENT	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Vocodia Holdings Corp Boca Raton, FL We hereby consent to the inclusion in this Registration Statement on Form 1-A/A of our report dated April 16, 2024, relating to the financial statements of Vocodia Holdings Corp for to the year ended December 31, 2023 and 2022. Our report contains an explanatory paragraph regarding the Compan
July 17, 2025	CORRESP	July 17, 2025 July 17, 2025 US Securities and Exchange Commission Division of Corporation Finance Office of Technology Washington, D.
July 8, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PUR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41963 VOCODIA HOLDINGS CORP (Exact Name of Registrant as Specified in its Charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation or organization) (I.
June 18, 2025	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K/A Amendment No. 2 to Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K/A Amendment No. 2 to Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41963 VOCODIA HOLDI
May 19, 2025	EX-10.3	Security Agreement Exhibit 10.3 PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (the “Agreement”) is made and entered into on May 13, 2025, by and between Vocodia Holdings Corp, a corporation organized under the laws of the State of Wyoming (the “Debtor”) and Eleven 11 Management LLC, a limited liability company organized under the laws of the State of Nevada, and its permitted endorsees, transferee
May 19, 2025	EX-10.1	Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of May 13, 2025, by and among Vocodia Holdings Corp, a corporation organized under the laws of the State of Wyoming (the “Company”), and Eleven 11 Management LLC, a limited liability company organized under the laws of the State of Nevada (the “Purchaser”). Recital A. The Company and the Purc
May 19, 2025	EX-10.2	Convertible Note Exhibit 10.2 THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” FOR U.S. FEDERAL INCOME TAX PURPOSES. THE ISSUER WILL MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE: (1) THE ISSUE PRICE AND ISSUE DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE DISCOUNT ON THE NOTE, (3) THE YIELD TO MATURITY OF THE NOTE, AND (4) ANY OTHER INFORMATION REQUIRED TO BE MADE AVAILABLE BY U.S. TREASURY REGULATIONS UP
May 19, 2025	EX-10.4	Form of Warrant Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE
May 19, 2025	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 13, 2025 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 16, 2025	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio
May 1, 2025	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K/A Amendment No. 1 to Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K/A Amendment No. 1 to Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41963 VOCODIA HOLDI
April 30, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15( UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41963 VOCODIA HOLDINGS CORP (Exact name of registr
April 1, 2025	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe
March 11, 2025	EX-3.1	Amended and Restated Designation of the Series A Preferred Stock Exhibit 3.1
March 11, 2025	EX-3.2	Amendment to Articles of Incorporation Exhibit 3.2
March 11, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 24, 2025 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 28, 2025	LETTER	LETTER February 28, 2025 Brian Podolak Chief Executive Officer Vocodia Holdings Corp 7781 NW Beacon Square Blvd Unit 102-V64 Boca Raton, FL 33487 Re: Vocodia Holdings Corp Offering Statement on Form 1-A Filed February 12, 2025 File No.
February 12, 2025	PART II AND III	PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated February 11, 2025 PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR Preliminary Offering Circular dated February 11, 2025 An Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission.
February 12, 2025	EX1A-12 OPN CNSL	February 11, 2025 Exhibit 12.1 18305 BISCAYNE BLVD. SUITE 200 JONATHAN D. LEINWAND, P.A. AVENTURA, FL 33160 TEL: (954) 903-7856 FAX: (954) 252-4265 E-MAIL: [email protected] February 11, 2025 Vocodia Holdings Corp. 7781 NW Beacon Square Blvd, Unit 102-V64 Boca Raton, FL 33487 Ladies and Gentlemen: We are acting as counsel to Vocodia Holdings Corp., a Wyoming corporation (“VHAI”), for the purpose of rendering an op
February 12, 2025	EX1A-11 CONSENT	CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Vocodia Holdings Corp Boca Raton, FL We hereby consent to the inclusion in this Registration Statement on Form 1-A of our report dated April 12, 2024, relating to the financial statements of Vocodia Holdings Corp for to the year ended December 31, 2022 and December 31, 2023. Our report contains an explanatory paragraph regarding
February 12, 2025	EX1A-4 SUBS AGMT	SUBSCRIPTION AGREEMENT Exhibit 4.1 SUBSCRIPTION AGREEMENT This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between Vocodia Holdings, Corp., a Wyoming corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the
January 13, 2025	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 8, 2025 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
January 13, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41963 VOCODIA HOLDINGS CORP (Exact Name of Registrant as Specified in its Charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation or organization) (I.
January 13, 2025	EX-16.1	Letter from Rosenberg Rich Baker Berman, P.A to the Securities and Exchange Commission dated January 6, 2025 Exhibit 16.1 January 6, 2025 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have read Item 4.01 of Form 8-K of Vocodia Holdings Corp. dated January 6, 2025, and are in agreement with the statements as they relate to our Firm contained therein. We have no basis to agree or disagree with the other statements contained therein. Very truly yours, /s/ Rosenberg Rich Bake
January 13, 2025	8-K/A	Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
January 8, 2025	8-K	Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): January 6, 2025 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
January 8, 2025	EX-16.1	Letter from Rosenberg Rich Baker Berman, P.A to the Securities and Exchange Commission dated January 6, 2025 Exhibit 16.1 January 6, 2025 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have read Item 4.01 of Form 8-K of Vocodia Holdings Corp. dated January 6, 2025, and are in agreement with the statements as they relate to our Firm contained therein. We have no basis to agree or disagree with the other statements contained therein. Very truly yours, /s/ Rosenberg Rich Bake
November 15, 2024	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P
October 22, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 22, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
October 22, 2024	EX-99.1	Boca Raton, FL – October 22, 2024 Exhibit 99.1 Boca Raton, FL – October 22, 2024 – Vocodia Holdings Corp (OTCMKTS: VHAI), a leader in AI-driven conversational platforms, has filed and published a provisional patent (US 2024/0340375 A1) for its groundbreaking AI-powered system designed to automate telephony-based interactions. The system uses artificial intelligence and natural language processing (NLP) to manage real-time conversa
October 16, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 12, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
October 16, 2024	EX-3.1	Amendment No. 1 to Bylaws of Vocodia Holdings Corp. Exhibit 3.1 AMENDMENT NO. 1 TO BYLAWS OF VOCODIA HOLDINGS CORP. (a Wyoming corporation) Effective as of October 4, 2024, the Bylaws (the “Bylaws”) of Vocodia Holdings Corp., a Wyoming corporation, are hereby amended by replacing the text of Article III, Section 3.2 with the following: “Section 3.2 Number, Tenure and Qualifications. The number of directors of the Corporation shall be two (2), provi
September 18, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Entry into a Material Definitive Agreement, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 16, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
September 18, 2024	EX-10.1	Termination Agreement dated September 16, 2024. Exhibit 10.1 TERMINATION AGREEMENT This Termination Agreement, dated as of September 11, 2024 (the “Termination Agreement”), between Vocodia Holdings Corp, a Wyoming corporation, having its principal place of business at 36401 Congress Avenue, Suite #160, Boca Raton, Florida 33487 (“Vocodia”), Thornhill Advisory Group, Inc. (f/k/a EverAsia Financial Group), a Florida corporation, having its princi
September 10, 2024	8-K	SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 6, 2024 VOCODIA HOLDINGS CORP (Exact na SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 6, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
August 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41963 VOCODIA HOLDINGS CORP (Exact Name of Registrant as Specified in its Charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation or organization) (I.
August 5, 2024	8-K	SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 2, 2024 VOCODIA HOLDINGS CORP (Exact name SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 2, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
August 5, 2024	EX-10.2	Form of Placement Agency Agreement Exhibit 10.2 August 2, 2024 Vocodia Holdings Corp 6401 Congress Ave, Suite #160 Boca Raton, FL 33487 Attn: Brian Podolak, Chief Executive Officer Re: Placement Agency Agreement Dear Brian: Vocodia Holdings Corp, a Wyoming corporation (hereinafter referred to as the “Company” or “you”), proposes to offer for sale in a private placement a maximum of Three Million and Two Dollars ($3,000,002) (the “O
August 5, 2024	EX-10.1	Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 2, 2024, is by and among Vocodia Holdings Corp, a Wyoming corporation with offices located at 6401 Congress Avenue, Suite #160, Boca Raton, Florida 33487 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto and any subsequent investors party her
August 5, 2024	EX-3.2	Certificate of Designation of Series D Redeemable Preferred Stock Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SERIES D REDEEMABLE PREFERRED STOCK OF VOCODIA HOLDINGS CORP PURSUANT TO TITLE 17 OF THE wyoming statutes The undersigned, Brian Podolak, does hereby certify that: 1. He is the Chief Executive Officer of Vocodia Holdings Corp, a Wyoming corporation (the “Corporation”). 2. The Corporation is authorized to issue 24,000,000 shares of preferred stock, par valu
August 5, 2024	EX-3.1	Certificate of Designation of Series C Convertible Preferred Stock Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES C CONVERTIBLE PREFERRED STOCK OF VOCODIA HOLDINGS CORP I, Brian Podolak, hereby certify that I am the Chief Executive Officer of Vocodia Holdings Corp (the “Company”), a corporation organized and existing under Title 17 of the Wyoming Statutes (the “WS”), and further do hereby certify: That pursuant to the authority expressly conferred upon the boar
August 5, 2024	EX-10.3	Form of Registration Rights Agreement Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 2, 2024 (the “Signing Date”), by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory hereto (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective mean
June 21, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 14, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
June 11, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 10, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
May 21, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PUR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41963 VOCODIA HOLDINGS CORP (Exact Name of Registrant as Specified in its Charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation or organization) (I.
May 15, 2024	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Perio
May 3, 2024	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 3, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
April 16, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NO. 001-41963 VOCODIA HOLDINGS CORP (Exact
March 29, 2024	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe
March 28, 2024	EX-99.2	Vocodia Launches Pilot Program with Major Utility Provider -Company’s Conversational AI to Provide 3rd Party Verification for Switching Energy Providers- Exhibit 99.2 Vocodia Launches Pilot Program with Major Utility Provider -Company’s Conversational AI to Provide 3rd Party Verification for Switching Energy Providers- CHICAGO, March 28, 2024 — Vocodia Holdings Corp. (CBOE: VHAI) (“Vocodia” or the “Company”), an AI software company that builds practical AI functions, today announced that it has signed an agreement with a large utility services comp
March 28, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): March 28, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
March 28, 2024	EX-99.1	CORRECTION - Vocodia Announces Founder and Management Team Investments in Company IPO Exhibit 99.1 CORRECTION - Vocodia Announces Founder and Management Team Investments in Company IPO In a release issued under the same headline yesterday, March 26th, please note that the date of Vocodia’s IPO completion should be February 26th, not February 22nd, as previously stated. The corrected release follows: CHICAGO, March 27, 2024 - Vocodia Holdings Corp. (CBOE: VHAI) (“Vocodia” or the “Co
March 18, 2024	DEF 14C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement VOCODIA HOLDINGS CORP (Name of
March 7, 2024	PRER14C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.1) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement VOCODIA HOLDINGS CORP (Name of
March 6, 2024	PRE 14C	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement VOCODIA HOLDINGS CORP (Name of
February 27, 2024	EX-1.1	Underwriting Agreement dated February 21, 2024, by and between Vocodia Holdings Corp., and Alexander Capital L.P., as Representative of the Underwriters Exhibit 1.1 UNDERWRITING AGREEMENT by and between VOCODIA HOLDINGS CORP And ALEXANDER CAPITAL, L.P., AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS VOCODIA HOLDINGS CORP UNDERWRITING AGREEMENT February 21, 2024 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 10 Drs James Parker Boulevard #202 Red Bank, NJ 07701 La
February 27, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 21, 2024 VOCODIA HOLDINGS CORP (Exact name of the registrant as specified in its charter) Wyoming 001-41963 86-3519415 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.
February 27, 2024	EX-99.2	Vocodia Holdings Corp Announces Closing of $5.95 Million Initial Public Offering and the First IPO to be Listed on The BZX Exchange of CBOE Global Markets Shares, Series A Warrants and Series B Warrants Trading under Ticker Symbols “VHAI”, “VHAI+A”, Exhibit 99.2 Vocodia Holdings Corp Announces Closing of $5.95 Million Initial Public Offering and the First IPO to be Listed on The BZX Exchange of CBOE Global Markets Shares, Series A Warrants and Series B Warrants Trading under Ticker Symbols “VHAI”, “VHAI+A”, and “VHAI+B”, respectively CHICAGO, Feb. 26, 2024 - Vocodia Holdings Corp (CBOE: VHAI) (“Vocodia” or the “Company”), an AI software compa
February 27, 2024	EX-4.1	Representative’s Warrant Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HED
February 27, 2024	EX-99.1	Vocodia Holdings Corp. Announces Pricing of $5.95 Million Initial Public Offering, the Inaugural Initial Public Offering on The BZX Exchange of CBOE Global Markets Shares, Series A Warrants and Series B Warrants Trading under Ticker Symbols VHAI,” “V Exhibit 99.1 Vocodia Holdings Corp. Announces Pricing of $5.95 Million Initial Public Offering, the Inaugural Initial Public Offering on The BZX Exchange of CBOE Global Markets Shares, Series A Warrants and Series B Warrants Trading under Ticker Symbols VHAI,” “VHAI+A” and “VHAI+B, respectively CHICAGO, Feb. 22, 2024 /PRNewswire/ - Vocodia Holdings Corp. (“Vocodia” or the “Company”), an AI softwar
February 23, 2024	424B4	VOCODIA HOLDINGS CORP 1,400,000 Units Each Consisting of: One Share of Common Stock One Series A Warrant to Purchase One Share of Common Stock One Series B Warrant to Purchase One Share of Common Stock Shares of Common Stock Underlying the Representa Filed Pursuant to Rule 424(b)(4) Registration No. 333-269489 PROSPECTUS VOCODIA HOLDINGS CORP 1,400,000 Units Each Consisting of: One Share of Common Stock One Series A Warrant to Purchase One Share of Common Stock One Series B Warrant to Purchase One Share of Common Stock 42,000 Shares of Common Stock Underlying the Representative’s Warrants 2,296,956 Shares of Common Stock held by the Selling Sh
February 14, 2024	8-A12B	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Vocodia Holdings Corp. (Exact name of registrant as specified in its charter) Wyoming 86-3519415 (State or other jurisdiction of incorporation) (IRS Employer Identification Number) 6401 Congresses
February 14, 2024	CERT	CBOE BZX CERTIFICATION By Electronic Mail February 14, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 RE: Vocodia Holdings Corp Issuer CIK: 0001880431 Issuer File Number: 333-269489 Form Type: S-1 Filing Date: February 14, 2024 To Whom It May Concern: Please be advised that Cboe BZX Exchange, Inc. has received an application dated December 27, 2023, f
February 13, 2024	CORRESP	February 13, 2024 February 13, 2024 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F.
February 13, 2024	FWP	Vocodia Holdings Corp. Free Writing Prospectus Filed Pursuant to Rule 433 To Prospectus dated February 13, 2024 Registration Statement File No.
February 13, 2024	CORRESP	[Signature Page to Follow] February 13, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Vocodia Holdings Corp. Registration Statement on Form S-1, as amended File No. 333-269489 Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities
February 13, 2024	EX-FILING FEES	Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.
February 13, 2024	S-1/A	As filed with the Securities and Exchange Commission on February 13, 2024. As filed with the Securities and Exchange Commission on February 13, 2024. Registration No. 333-269489 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorpor
February 5, 2024	S-1/A	As filed with the Securities and Exchange Commission on February 5, 2024. As filed with the Securities and Exchange Commission on February 5, 2024. Registration No. 333-269489 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorpora
February 5, 2024	EX-4.22	Form of Warrant Agency Agreement Exhibit 4.22 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT (this “Warrant Agreement”) dated as of [●], 2024 (the “Issuance Date”) between Vocodia Holdings Corp, a company incorporated under the laws of the State of Wyoming (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”). WHEREAS, pursuant to the terms of that certain underwriting agreement (the “Underwriting Agreement”), dated
February 5, 2024	EX-4.20	Form of Series B Common Stock Purchase Warrant Exhibit 4.20 SERIES B COMMON STOCK PURCHASE WARRANT VOCODIA HOLDINGS CORP Warrant Shares: [] Issue Date: [], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [], 2024 (the “Initial Exercise
February 5, 2024	EX-FILING FEES	Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.
February 5, 2024	EX-4.19	Form of Series A Common Stock Purchase Warrant Exhibit 4.19 SERIES A COMMON STOCK PURCHASE WARRANT VOCODIA HOLDINGS CORP Warrant Shares: Issue Date [], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [], 2024 (the “Initial Exercise Date
February 5, 2024	EX-4.21	Form of Series C Common Stock Purchase Warrant Exhibit 4.21 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
February 5, 2024	EX-1.1	Form of Underwriting Agreement Exhibit 1.1 FORM OF UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT [●], 2024 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and
February 5, 2024	EX-4.1	Form of Representative’s Warrant Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HED
January 23, 2024	LETTER	LETTER United States securities and exchange commission logo January 23, 2024 Brian Podolak Chief Executive Officer Vocodia Holdings Corp 6401 Congress Ave Boca Raton, FL 33487 Re: Vocodia Holdings Corp Amendment No.
January 10, 2024	EX-10.12	Amendment to EverAsia Financial Advisory Services Agreement Exhibit 10.12 AMENDMENT TO FINANCIAL ADVISORY SERVICES AGREEMENT THIS AMENDMENT TO FINANCIAL ADVISORY SERVICES AGREEMENT (“Amendment”) made and entered into this (“Amendment Effective Date” herein), by and between EverAsia Financial Group, Inc., a Corporation formed under the laws of the State of Florida, USA (“Consultant” herein) and Vocodia Holdings Corporation., a Corporation formed under the l
January 10, 2024	EX-99.6	Audit Committee Charter Exhibit 99.6 Vocodia Holdings Corp Audit Committee Charter Purpose The Audit Committee of the Board of Directors (the “Board”) of Vocodia Holdings Corp (the “Company”) oversees the Company’s accounting and financial reporting processes and audits of its financial statements on behalf of the Board of Directors and provides advice with respect to the Company’s risk evaluation and mitigation processe
January 10, 2024	EX-1.1	Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlem
January 10, 2024	EX-99.7	Compensation Committee Charter Exhibit 99.7 Vocodia Holdings Corp Compensation Committee Charter This charter (“Charter”) sets forth the purpose, composition, operations, responsibilities, duties and powers of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Vocodia Holdings Corp (the “Corporation”). A. Purpose. The purpose of the Committee is to discharge the Board’s responsibilities rela
January 10, 2024	EX-3.7	Form of Certificate of Designations, Authorization of 2,000 Additional Shares of Series B Convertible Preferred Stock of Vocodia Holdings Corp Exhibit 3.7 ARTICLES OF AMENDMENT FOR CERTIFICATE OF DESIGNATIONS, AUTHORIZATION OF 2,000 ADDITIONAL SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK OF VOCODIA HOLDINGS CORP Vocodia Holdings Corp, a corporation organized and existing under the laws of the State of Wyoming (the “Company”), hereby certifies that the following resolution was adopted by the Board of Directors of the Company on Septembe
January 10, 2024	EX-FILING FEES	Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.
January 10, 2024	S-1/A	As filed with the Securities and Exchange Commission on January 10, 2024. As filed with the Securities and Exchange Commission on January 10, 2024. Registration No. 333-269489 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorpora
January 10, 2024	EX-99.10	Whistleblower Policy Exhibit 99.10 VOCODIA HOLDINGS CORP. WHISTLEBLOWER PROTECTION POLICY Introduction The organization will not retaliate against a whistleblower. This includes, but is not limited to, protection from retaliation in the form of an adverse employment action such as termination, compensation decreases, or poor work assignments and threats of physical harm. Any whistleblower who believes he/she is being
January 10, 2024	EX-14.1	Code of Ethics and Business Standards Exhibit 14.1 CODE OF CONDUCT OF VOCODIA HOLDINGS CORP I. Covered Persons and Purpose This code of conduct (this “Code”) for Vocodia Holdings Corp, a Wyoming Corporation (the “Company”), applies to the Company’s directors, officers, controllers, consultants and employees (collectively, the “Covered Persons”) and shall be publicly available for the purpose of promoting: ● honest and ethical conduct,
January 10, 2024	EX-99.9	Clawback Policy Exhibit 99.9 VOCODIA HOLDINGS CORP. CLAWBACK POLICY Introduction The Board of Directors (“Board”) of Vocodia Holding Corp. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial
January 10, 2024	EX-10.11	EverAsia Financial Advisory Services Agreement Exhibit 10.11 FINANCIAL ADVISORY SERVICES AGREEMENT THIS CONSULTING AGREEMENT made and entered into this (“Effective Date” herein), by and between Scott Silverman and EverAsia Financial Group, Inc. a Corporation formed under the laws of the State of Florida, USA (“Consultant” herein) and , a formed under the laws of (“Client” herein). Consultant and Client shall, at times, be referred to collectiv
January 10, 2024	EX-10.10	Form of Extension Letter for the 2022 Convertible Notes and 2023 Convertible Notes Exhibit 10.10 VOCODIA HOLDINGS CORP. 6401 Congress Avenue Suite 160 Boca Raton, Florida 33487 December , 2023 [ * ] Re: Note Extension and Increased Conversion Shares Holder: [] Original Issue Discount: 15% Original Issue Date: September 14, 2022 Subscription Amount: $[] Maturity Date: June 30, 2023 Original Principal Amount and Accrued Interest: $$[*] Extended Maturity Date: February 14, 2024 I
October 18, 2023	EX-99.7	Compensation Committee Charter Exhibit 99.7 Vocodia Holdings Corp Compensation Committee Charter This charter (“Charter”) sets forth the purpose, composition, operations, responsibilities, duties and powers of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Vocodia Holdings Corp (the “Corporation”). A. Purpose. The purpose of the Committee is to discharge the Board’s responsibilities rela
October 18, 2023	EX-99.6	Audit Committee Charter Exhibit 99.6 Vocodia Holdings Corp Audit Committee Charter Purpose The Audit Committee of the Board of Directors (the “Board”) of Vocodia Holdings Corp (the “Company”) oversees the Company’s accounting and financial reporting processes and audits of its financial statements on behalf of the Board of Directors and provides advice with respect to the Company’s risk evaluation and mitigation processe
October 18, 2023	EX-FILING FEES	Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.
October 18, 2023	EX-1.1	Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlem
October 18, 2023	EX-14.1	Code of Ethics and Business Standards Exhibit 14.1 CODE OF CONDUCT OF VOCODIA HOLDINGS CORP I. Covered Persons and Purpose This code of conduct (this “Code”) for Vocodia Holdings Corp, a Wyoming Corporation (the “Company”), applies to the Company’s directors, officers, controllers, consultants and employees (collectively, the “Covered Persons”) and shall be publicly available for the purpose of promoting: ● honest and ethical conduct,
October 18, 2023	EX-3.7	Form of Certificate of Designations, Authorization of 2,000 Additional Shares of Series B Convertible Preferred Stock of Vocodia Holdings Corp Exhibit 3.7 ARTICLES OF AMENDMENT FOR CERTIFICATE OF DESIGNATIONS, AUTHORIZATION OF 2,000 ADDITIONAL SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK OF VOCODIA HOLDINGS CORP Vocodia Holdings Corp, a corporation organized and existing under the laws of the State of Wyoming (the “Company”), hereby certifies that the following resolution was adopted by the Board of Directors of the Company on Septembe
October 18, 2023	S-1/A	As filed with the Securities and Exchange Commission on October 18, 2023. As filed with the Securities and Exchange Commission on October 18, 2023. Registration No. 333-269489 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorpora
October 18, 2023	CORRESP	October 18, 2023 October 18, 2023 Aliya Ishmukhamedova and Matthew Derby U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Vocodia Holdings Corp Amendment No. 2 to Registration Statement on Form S-1 Filed May 15, 2023 File No. 333-269489 Ladies and Gentlemen: On behalf of Vocodia Holdings Corp (the “Company”), we have set fort
May 30, 2023	LETTER	LETTER United States securities and exchange commission logo May 30, 2023 Brian Podolak Chief Executive Officer Vocodia Holdings Corp 6401 Congress Ave Boca Raton, FL 33487 Re: Vocodia Holdings Corp Amendment No.
May 15, 2023	EX-4.2	Q3 2021 Vocodia Subscription Purchase Agreement, $5,000,000 Exhibit 4.2 VOCODIA HOLDINGS CORP. A Wyoming Corporation SUBSCRIPTION AGREEMENT for Private Offering 2,500,000 Shares of Vocodia Holdings Corp Common Stock for $5,000,000 Vocodia Holdings Corp. Attn: Brian Podolak, President 6401 Congress Ave. Suite 160 Boca Raton, Florida 33487 Dear Mr. Podolak: In connection with an equity offering to raise up to Five Million Dollars ($5,000,000) of cash (the “O
May 15, 2023	EX-99.5	Director Consent for Amendments to Employment Agreements for Reverse Stock Split Exhibit 99.5 VOCODIA HOLDINGS CORP ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS Pursuant to Title 17-16-821 of the Wyoming Statutes and the amended and restated bylaws of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), the undersigned, constituting all the members of the board of directors of the Company (the “Board”), resolve as follows: 1. Amendments to Employment
May 15, 2023	EX-99.1	Director Consent for Lourdes Felix Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U
May 15, 2023	EX-4.18	Q1 2023 Evergreen Securities Form of Warrant Exhibit 4.18 APPENDIX C FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS
May 15, 2023	EX-4.16	Q1 2023 Evergreen Original Issue Discount Senior Secured Convertible Note Exhibit 4.16 APPENDIX B FORM OF 15% ORIGINGAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AN
May 15, 2023	EX-3.5	Articles of Amendment to Certificate of Incorporation, dated August 6, 2021 Exhibit 3.5 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street WY Secretary of State Cheyenne, WY 82002-0020 FILED: 09/01/2021 09:56 AM Ph. 307.777.7311 Original ID: 2021-001000290 Email: [email protected] Amendment ID: 2021-003306456 Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) Vocodia Hold
May 15, 2023	EX-3.4	Articles of Amendment to Certificate of Incorporation, dated August 29, 2022 Exhibit 3.4 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street For Office Use Only Cheyenne, WY 82002-0020 Ph. 307.777.7311 Email: [email protected] Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) VOCODIA HOLDINGS CORP 2. Article number(s) V. is amended as follows: *See checklist below for arti
May 15, 2023	EX-1.1	Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlem
May 15, 2023	EX-10.7	Capital Market Advisory Agreement by and between Vocodia Holdings Corp and Exchange Listing, LLC dated March 21, 2022 Exhibit 10.7 CAPITAL MARKET ADVISORY AGREEMENT THIS AGREEMENT, dated as March 21, 2022, between Vocodia Holdings Corp. (the “Company”), having its principal place of business at 601 Congress Avenue, Suite 160, Boca Raton, Florida 33487 and Exchange Listing, LLC (“Consultant”), having its principal place of business at 515 E. Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301. RECITALS WHEREA
May 15, 2023	EX-3.6	Form of Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Vocodia Holdings Corp EX-3.6 9 cm312ex3-6.htm EXHIBIT 3.6 Exihibit 3.6 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF VOCODIA HOLDINGS CORP Vocodia Holdings Corp, a corporation organized and existing under the laws of the State of Wyoming (the “Company”), hereby certifies that the following resolution was adopted by the Board of Directors of the Company on April [17], 202
May 15, 2023	EX-4.6	Q4 2022 Emmis 15% Original Issue Discount Senior Secured Convertible Note Exhibit 4.6 APPENDIX B FORM OF 15% ORIGINGAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
May 15, 2023	EX-4.7	Q4 2022 Emmis Registration Rights Agreement Exhibit 4.7 APPENDIX E REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2022 (this “Agreement”), is by and among Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (“Investor”). Except as otherwise specified herein or in the Purchase Agreement (defined below), all capitalized terms used in this Agreement
May 15, 2023	EX-3.1I	Amendment to the Articles of Incorporation, dated October 21, 2022 Exhibit 3.1.1 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street For Office Use Only Cheyenne, WY 82002-0020 Ph. 307.777.7311 Email: [email protected] Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) Vocodia Holdings Corp 2. Article number(s) V is amended as follows: *See checklist below for art
May 15, 2023	EX-10.1	Bill of Sale and Assignment EX-10.1 29 cm312ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 BILL OF SALE AND ASSIGNMENT This Bill of Sale and Assignment (this “Assignment”) is made and entered into 1st day of August, 2022 (the “Effective Date”), by and between (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“Assignee”), on the one hand, and (2) each of JAMES SPOSATO and BRIAN PODOLAK (each individually, an “Assignor”, and, collective
May 15, 2023	EX-99.8	Nominating and Corporate Governance Committee Charter EX-99.8 47 cm312ex99-8.htm EXHIBIT 99.8 Exhibit 99.8 Vocodia Holdings Corp Nominating and Corporate Governance Committee Charter 1. Mission Statement The Nominating and Corporate Governance Committee has been established by the Board of Directors (the “Board”) of Vocodia Holdings Corp. (the “Company”), in order, among other things to: · develop and recommend to the Board the Corporate Governance G
May 15, 2023	EX-3.2	Certificate of Amendment to the Articles of Incorporation, dated January 27, 2023 Exhibit 3.2 WY Secretary of State FILED: 01/27/2023 11:06 AM Original ID: 2021-001000290 Amendment ID: 2023-004000333 STATE OF WYOMING CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION (Pursuant to Title 17-10-107 of the Wyoming Statutes of the State of Wyoming) Vocodia Holdings Corp, a corporation organized and existing under and by virtue of the laws of the State of Wyoming does hereby ce
May 15, 2023	EX-10.8	Executive Employment Agreement for Brian Podolak, CEO of Vocodia Holdings Corp EX-10.8 35 cm312ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 CMF Draft-12-12-22 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of January 2, 2023 (this “Agreement”), is made and entered into by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and Brian Podolak (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms use
May 15, 2023	EX-99.4	Director Consent for Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Vocodia Holdings Corp Exhibit 99.4 UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF VOCODIA HOLDINGS CORP The undersigned, constituting all members of the Board of Directors (“Board”) of Vocodia Holdings Corp, a State of Wyoming corporation (the “Company”), in lieu of a meeting of the Board and pursuant to the authority of Title 17 of the Wyoming Statutes and Section 2.13 of Article II of the Amended and Restated
May 15, 2023	EX-4.11	Q1 2023 Cavalry Investment Fund LP Securities Purchase Agreement Exhibit 4.11 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is dated as of April 2023 between Vocodia Holdings Corp, a Wyoming corporation (“Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors wish to purchase from the Company, and the Com
May 15, 2023	EX-21.1	List of Subsidiaries Exhibit 21.1 List of Subsidiaries Subsidiary State of Incorporation or Organization Vocodia FL, LLC Florida Vocodia JV, LLC Delaware Click Fish Media, Inc. Flordia
May 15, 2023	EX-10.4	Form of Independent Director Compensation Agreement for Lourdes Felix Exhibit 10.4 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi
May 15, 2023	EX-4.9	Series B Preferred Stock Purchase Agreement Exhibit 4.9 VOCODIA HOLDINGS CORP SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This Series B Convertible Preferred Stock Purchase Agreement (the “Agreement”) is made and entered into as of March , 2023, by and among VOCODIA HOLDINGS CORP, a Wyoming corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the subscriptio
May 15, 2023	EX-4.5	Q4 2022 Emmis Securities Purchase Agreement Exhibit 4.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is dated as of December 23, 2022 between Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (including its successors and assigns, an “Investor”). WHEREAS, the Investor wish to purchase from the Company, and the Company wishes to sell and issue to the Investor: (1) 15% origin
May 15, 2023	EX-4.4	CFM Contribution Agreement Exhibit 4.4 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into and made effective as of August 1, 2022 (the “Effective Date” or “Contribution Date”), by and among: (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“VHC”); and (2) JAMES V. SPOSATO (“Contributor”), an individual and the sole stockholder of Click Fish Media, Inc., a Florida corporation (“CFM”). Each
May 15, 2023	EX-4.1	Form of Representative’s Warrant EX-4.1 10 cm312ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR
May 15, 2023	CORRESP	May 15, 2023 May 15, 2023 Via EDGAR Jan Woo and Aliya Ishmukhamedova U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Vocodia Holdings Corp Amendment No. 1 to Registration Statement on Form S-1 Filed April 24, 2023 File No. 333-269489 Ladies and Gentlemen: On behalf of Vocodia Holdings Corp (the “Company”), we have set fo
May 15, 2023	EX-99.7	Compensation Committee Charter Exhibit 99.7 Vocodia Holdings Corp Compensation Committee Charter This charter (“Charter”) sets forth the purpose, composition, operations, responsibilities, duties and powers of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Vocodia Holdings Corp (the “Corporation”). A. Purpose. The purpose of the Committee is to discharge the Board’s responsibilities rela
May 15, 2023	EX-99.3	Director Consent for Ned L. Siegel Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U
May 15, 2023	EX-3.1	Articles of Incorporation Exhibit 3.1 Wyoming Secretary of State For Office Use Only Herschler Bldg East, Ste.100 & 101 WY Secretary of State FILED: Apr 27 2021 10:30AM Cheyenne, WY 82002-0020 Original ID: 2021-001000290 Ph. 307-777-7311 Profit Corporation Articles of Incorporation I. The name of the profit corporation is: Vocodia Holdings Corp II. The name and physical address of the registered agent of the profit corpora
May 15, 2023	EX-14.1	Code of Ethics and Business Standards Exhibit 14.1 CODE OF CONDUCT OF VOCODIA HOLDINGS CORP I. Covered Persons and Purpose This code of conduct (this “Code”) for Vocodia Holdings Corp, a Wyoming Corporation (the “Company”), applies to the Company’s directors, officers, controllers, consultants and employees (collectively, the “Covered Persons”) and shall be publicly available for the purpose of promoting: · honest and ethical conduct,
May 15, 2023	EX-10.9	Executive Employment Agreement for James Sposato, CTO of Vocodia Holdings Corp Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of January 2, 2023 (this “Agreement”), is made and entered into by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and James Sposato (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings
May 15, 2023	EX-10.6	Form of Independent Director Compensation Agreement for Ned L. Siegel Exhibit 10.6 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi
May 15, 2023	EX-10.2	Commercial Lease Exhibit 10.2 Commercial Lease THIS COMMERCIAL lease is made and entered into this day of May 2021 by and between Catexor Limited Partnership-I, (the “Lessor”), a Florida Limited Partnership, whose address is 2730 SW 3rd Avenue, Suite 800, Miami, Florida 33128-2237 and Vocodia Group, LLC (the “Lessee”), a Delaware Limited Liability Corporation (state of origin/type of entity), whose address, 900 Li
May 15, 2023	EX-FILING FEES	CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.
May 15, 2023	EX-99.6	Audit Committee Charter Exhibit 99.6 Vocodia Holdings Corp Audit Committee Charter Purpose The Audit Committee of the Board of Directors (the “Board”) of Vocodia Holdings Corp (the “Company”) oversees the Company’s accounting and financial reporting processes and audits of its financial statements on behalf of the Board of Directors and provides advice with respect to the Company’s risk evaluation and mitigation processe
May 15, 2023	EX-99.2	Director Consent for Randall Miles Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U
May 15, 2023	EX-4.8	Form of Restricted Stock Units Agreement EX-4.8 17 cm312ex4-8.htm EXHIBIT 4.8 Exhibit 4.8 VOCODIA HOLD$INGS CORP 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Vocodia Holdings Corp 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restri
May 15, 2023	EX-4.17	Q1 2023 Evergreen Securities Registration Rights Agreement Exhibit 4.16 APPENDIX E REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 24, 2023 (this “Agreement”), is by and among Vocodia Holdings Corp, a Wyoming corporation (“Company ”), and each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, “Investors”). Except as otherwise specified herein or in the
May 15, 2023	EX-4.15	Q1 2023 Evergreen Securities Purchase Agreement Exhibit 4.15 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is dated as of April 2023 between Vocodia Holdings Corp, a Wyoming corporation (“Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors wish to purchase from the Company, and the Com
May 15, 2023	EX-4.14	Q1 2023 Cavalry Investment Fund LP Form of Warrant Exhibit 4.14 APPENDIX C FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS
May 15, 2023	EX-4.13	Q1 2023 Cavalry Investment Fund LP Registration Rights Agreement Exhibit 4.13 APPENDIX E REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [Closing Date], 2023 (this “Agreement”), is by and among Vocodia Holdings Corp, a Wyoming corporation (“Company”), and each of the investors listed on the signature pages hereto under the caption “Investors” (collectively, “Investors”). Except as otherwise specified herein or in
May 15, 2023	EX-4.10	Warrant issued to Exchange Listing, LLC Exhibit 4.10 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATIS
May 15, 2023	EX-3.3	AMENDED AND RESTATED BYLAWS OF VOCODIA HOLDINGS CORP Article I Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF VOCODIA HOLDINGS CORP Article I OFFICES The principal office of Vocodia Holdings Corp, a Wyoming corporation (the “Corporation”), shall be located either within or outside of Wyoming, as the Board of Directors of the Corporation (the “Board”) may designate from time to time. The Corporation may have such other offices either within or outside the state of
May 15, 2023	EX-4.12	Q1 2023 Cavalry Investment Fund LP Original Issue Discount Senior Secured Convertible Note Exhibit 4.12 APPENDIX B FORM OF 15% ORIGINGAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AN
May 15, 2023	S-1/A	As filed with the Securities and Exchange Commission on May 15, 2023. As filed with the Securities and Exchange Commission on May 15, 2023. Registration No. 333- 269489 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorporatio
May 15, 2023	EX-4.3	Q2 2021 Vocodia Subscription Purchase Agreement, $1,150,000 Exhibit 4.3 PRIVATE OFFERING $1,000,000 for TWO MILLION SHARES of COMMON STOCK of VOCODIA HOLDINGS CORPORATION 04/26/2021 EXHIBIT A Subscription Agreement & Investment Questionnaire \| SUBSCRIPTION AGREEMENT Vocodia Holdings Corp EXHIBIT A \| Vocodia Holdings Corp Subscription Agreement & Accredited Investor Assertation 04/26/2021 Dear Sir or Madam: This will acknowledge that the undersigned hereby
May 15, 2023	EX-10.5	Form of Independent Director Compensation Agreement for Randall Miles EX-10.5 32 cm312ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I.
May 8, 2023	LETTER	LETTER United States securities and exchange commission logo May 8, 2023 Brian Podolak Chief Executive Officer Vocodia Holdings Corp 6401 Congress Ave Boca Raton, FL 33487 Re: Vocodia Holdings Corp Amendment 1 to Registration Statement on Form S-1 Filed April 24, 2023 File No.
April 24, 2023	EX-3.4	Articles of Amendment to Certificate of Incorporation, dated August 29, 2022 Exhibit 3.4 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street For Office Use Only Cheyenne, WY 82002-0020 Ph. 307.777.7311 Email: [email protected] Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) VOCODIA HOLDINGS CORP 2. Article number(s) V. is amended as follows: *See checklist below for arti
April 24, 2023	EX-3.1I	Amendment to the Articles of Incorporation, dated October 21, 2022 Exhibit 3.1.1 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street For Office Use Only Cheyenne, WY 82002-0020 Ph. 307.777.7311 Email: [email protected] Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) Vocodia Holdings Corp 2. Article number(s) V is amended as follows: *See checklist below for art
April 24, 2023	EX-99.3	Director Consent for Ned L. Siegel Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U
April 24, 2023	EX-10.4	Form of Independent Director Compensation Agreement for Lourdes Felix Exhibit 10.4 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi
April 24, 2023	EX-3.6	Form of Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Vocodia Holdings Corp Exihibit 3.6 CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK OF VOCODIA HOLDINGS CORP Vocodia Holdings Corp, a corporation organized and existing under the laws of the State of Wyoming (the “Company”), hereby certifies that the following resolution was adopted by the Board of Directors of the Company on April [17], 2023 in accordance with the provisions
April 24, 2023	EX-4.9	Series B Preferred Stock Purchase Agreement Exhibit 4.9 VOCODIA HOLDINGS CORP SERIES B CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT This Series B Convertible Preferred Stock Purchase Agreement (the “Agreement”) is made and entered into as of March , 2023, by and among VOCODIA HOLDINGS CORP, a Wyoming corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the subscriptio
April 24, 2023	EX-99.1	Director Consent for Lourdes Felix Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U
April 24, 2023	EX-4.8	Form of Restricted Stock Units Agreement Exhibit 4.8 VOCODIA HOLD$INGS CORP 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Vocodia Holdings Corp 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of
April 24, 2023	EX-14.1	Code of Ethics and Business Standards Exhibit 14.1 CODE OF CONDUCT OF VOCODIA HOLDINGS CORP I. Covered Persons and Purpose This code of conduct (this “Code”) for Vocodia Holdings Corp, a Wyoming Corporation (the “Company”), applies to the Company’s directors, officers, controllers, consultants and employees (collectively, the “Covered Persons”) and shall be publicly available for the purpose of promoting: · honest and ethical conduct,
April 24, 2023	EX-10.2	Commercial Lease Exhibit 10.2 Commercial Lease THIS COMMERCIAL lease is made and entered into this day of May 2021 by and between Catexor Limited Partnership-I, (the “Lessor”), a Florida Limited Partnership, whose address is 2730 SW 3rd Avenue, Suite 800, Miami, Florida 33128-2237 and Vocodia Group, LLC (the “Lessee”), a Delaware Limited Liability Corporation (state of origin/type of entity), whose address, 900 Li
April 24, 2023	EX-10.5	Form of Independent Director Compensation Agreement for Randall Miles Exhibit 10.5 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi
April 24, 2023	EX-3.3	AMENDED AND RESTATED BYLAWS OF VOCODIA HOLDINGS CORP Article I Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF VOCODIA HOLDINGS CORP Article I OFFICES The principal office of Vocodia Holdings Corp, a Wyoming corporation (the “Corporation”), shall be located either within or outside of Wyoming, as the Board of Directors of the Corporation (the “Board”) may designate from time to time. The Corporation may have such other offices either within or outside the state of
April 24, 2023	EX-4.2	Q3 2021 Vocodia Subscription Purchase Agreement, $5,000,000 Exhibit 4.2 VOCODIA HOLDINGS CORP. A Wyoming Corporation SUBSCRIPTION AGREEMENT for Private Offering 2,500,000 Shares of Vocodia Holdings Corp Common Stock for $5,000,000 Vocodia Holdings Corp. Attn: Brian Podolak, President 6401 Congress Ave. Suite 160 Boca Raton, Florida 33487 Dear Mr. Podolak: In connection with an equity offering to raise up to Five Million Dollars ($5,000,000) of cash (the “O
April 24, 2023	EX-99.2	Director Consent for Randall Miles Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U
April 24, 2023	EX-1.1	Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlem
April 24, 2023	EX-10.6	Form of Independent Director Compensation Agreement for Ned L. Siegel Exhibit 10.6 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi
April 24, 2023	EX-10.8	Executive Employment Agreement for Brian Podolak, CEO of Vocodia Holdings Corp Exhibit 10.8 CMF Draft-12-12-22 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of January 2, 2023 (this “Agreement”), is made and entered into by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and Brian Podolak (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall
April 24, 2023	EX-10.9	Executive Employment Agreement for James Sposato, CTO of Vocodia Holdings Corp Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement, dated as of January 2, 2023 (this “Agreement”), is made and entered into by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and James Sposato (the “Executive” and together with the Company, the “Parties” and individually a “Party”). Capitalized terms used herein and not otherwise defined shall have the meanings
April 24, 2023	EX-21.1	List of Subsidiaries Exhibit 21.1 List of Subsidiaries Subsidiary State of Incorporation or Organization Vocodia FL, LLC Florida Vocodia JV, LLC Delaware Click Fish Media, Inc. Flordia
April 24, 2023	EX-4.7	Q4 2022 Emmis Registration Rights Agreement Exhibit 4.7 APPENDIX E REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2022 (this “Agreement”), is by and among Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (“Investor”). Except as otherwise specified herein or in the Purchase Agreement (defined below), all capitalized terms used in this Agreement
April 24, 2023	EX-99.5	Director Consent for Amendments to Employment Agreements for Reverse Stock Split Exhibit 99.5 VOCODIA HOLDINGS CORP ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS Pursuant to Title 17-16-821 of the Wyoming Statutes and the amended and restated bylaws of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), the undersigned, constituting all the members of the board of directors of the Company (the “Board”), resolve as follows: 1. Amendments to Employment
April 24, 2023	EX-3.1	Articles of Incorporation Exhibit 3.1 Wyoming Secretary of State For Office Use Only Herschler Bldg East, Ste.100 & 101 WY Secretary of State FILED: Apr 27 2021 10:30AM Cheyenne, WY 82002-0020 Original ID: 2021-001000290 Ph. 307-777-7311 Profit Corporation Articles of Incorporation I. The name of the profit corporation is: Vocodia Holdings Corp II. The name and physical address of the registered agent of the profit corpora
April 24, 2023	EX-3.5	Articles of Amendment to Certificate of Incorporation, dated August 6, 2021 Exhibit 3.5 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street WY Secretary of State Cheyenne, WY 82002-0020 FILED: 09/01/2021 09:56 AM Ph. 307.777.7311 Original ID: 2021-001000290 Email: [email protected] Amendment ID: 2021-003306456 Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) Vocodia Hold
April 24, 2023	EX-4.3	Q2 2021 Vocodia Subscription Purchase Agreement, $1,150,000 Exhibit 4.3 PRIVATE OFFERING $1,000,000 for TWO MILLION SHARES of COMMON STOCK of VOCODIA HOLDINGS CORPORATION 04/26/2021 EXHIBIT A Subscription Agreement & Investment Questionnaire \| SUBSCRIPTION AGREEMENT Vocodia Holdings Corp EXHIBIT A \| Vocodia Holdings Corp Subscription Agreement & Accredited Investor Assertation 04/26/2021 Dear Sir or Madam: This will acknowledge that the undersigned hereby
April 24, 2023	EX-99.4	Director Consent for Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock of Vocodia Holdings Corp Exhibit 99.4 UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF VOCODIA HOLDINGS CORP The undersigned, constituting all members of the Board of Directors (“Board”) of Vocodia Holdings Corp, a State of Wyoming corporation (the “Company”), in lieu of a meeting of the Board and pursuant to the authority of Title 17 of the Wyoming Statutes and Section 2.13 of Article II of the Amended and Restated
April 24, 2023	EX-FILING FEES	Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.
April 24, 2023	S-1/A	As filed with the Securities and Exchange Commission on April 21, 2023. As filed with the Securities and Exchange Commission on April 21, 2023. Registration No. 333- 269489 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorporat
April 24, 2023	EX-4.10	Warrant issued to Exchange Listing, LLC Exhibit 4.10 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE 1933 ACT, OR AN OPINION OF COUNSEL, SATIS
April 24, 2023	EX-10.3	Executive Employment Agreement for Mark Terrill, COO of Vocodia Holdings Corp Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January 1, 2022 (the "Effective Date"), between Vocodia Holdings Corp., a Wyoming corporation, whose principal place of business is 6401 Congress Avenue, Suite 160, Boca Raton, FL 33487 (the "Company") and Mark Terrill, an individual whose mailing address is 2339 Treasur
April 24, 2023	EX-4.6	Q4 2022 Emmis 15% Original Issue Discount Senior Secured Convertible Note Exhibit 4.6 APPENDIX B FORM OF 15% ORIGINGAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND
April 24, 2023	EX-10.1	Bill of Sale and Assignment Exhibit 10.1 BILL OF SALE AND ASSIGNMENT This Bill of Sale and Assignment (this “Assignment”) is made and entered into 1st day of August, 2022 (the “Effective Date”), by and between (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“Assignee”), on the one hand, and (2) each of JAMES SPOSATO and BRIAN PODOLAK (each individually, an “Assignor”, and, collectively, “Assignors”), each Assignor being an
April 24, 2023	EX-10.7	Capital Market Advisory Agreement by and between Vocodia Holdings Corp and Exchange Listing, LLC dated March 21, 2022 Exhibit 10.7 CAPITAL MARKET ADVISORY AGREEMENT THIS AGREEMENT, dated as March 21, 2022, between Vocodia Holdings Corp. (the “Company”), having its principal place of business at 601 Congress Avenue, Suite 160, Boca Raton, Florida 33487 and Exchange Listing, LLC (“Consultant”), having its principal place of business at 515 E. Las Olas Blvd, Suite 120, Fort Lauderdale, Florida 33301. RECITALS WHEREA
April 24, 2023	EX-3.2	Certificate of Amendment to the Articles of Incorporation, dated January 27, 2023 Exhibit 3.2 WY Secretary of State FILED: 01/27/2023 11:06 AM Original ID: 2021-001000290 Amendment ID: 2023-004000333 STATE OF WYOMING CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION (Pursuant to Title 17-10-107 of the Wyoming Statutes of the State of Wyoming) Vocodia Holdings Corp, a corporation organized and existing under and by virtue of the laws of the State of Wyoming does hereby ce
April 24, 2023	EX-4.1	Form of Representative’s Warrant Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO BE THE SUBJECT OF ANY HED
April 24, 2023	EX-4.4	CFM Contribution Agreement Exhibit 4.4 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into and made effective as of August 1, 2022 (the “Effective Date” or “Contribution Date”), by and among: (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“VHC”); and (2) JAMES V. SPOSATO (“Contributor”), an individual and the sole stockholder of Click Fish Media, Inc., a Florida corporation (“CFM”). Each
April 24, 2023	EX-4.5	Q4 2022 Emmis Securities Purchase Agreement Exhibit 4.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is dated as of December 23, 2022 between Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (including its successors and assigns, an “Investor”). WHEREAS, the Investor wish to purchase from the Company, and the Company wishes to sell and issue to the Investor: (1) 15% origin
April 21, 2023	CORRESP	April 21, 2023 April 21, 2023 Via EDGAR Jan Woo and Aliya Ishmukhamedova U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Re: Vocodia Holdings Corp Registration Statement on Form S-1 Filed January 31, 2023 File No. 333-269489 Ladies and Gentlemen: On behalf of Vocodia Holdings Corp (the “Company”), we have set forth below respo
February 14, 2023	LETTER	LETTER United States securities and exchange commission logo February 14, 2023 Brian Podolak Chief Executive Officer Vocodia Holdings Corp 6401 Congress Ave Boca Raton, FL 33487 Re: Vocodia Holdings Corp Registration Statement on Form S-1 Filed January 31, 2023 File No.
January 31, 2023	EX-10.1	Bill of Sale and Assignment Exhibit 10.1 BILL OF SALE AND ASSIGNMENT This Bill of Sale and Assignment (this “Assignment”) is made and entered into 1st day of August, 2022 (the “Effective Date”), by and between (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“Assignee”), on the one hand, and (2) each of JAMES SPOSATO and BRIAN PODOLAK (each individually, an “Assignor”, and, collectively, “Assignors”), each Assignor being an
January 31, 2023	EX-10.4	Form of Independent Director Compensation Agreement for Lourdes Felix Exhibit 10.4 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi
January 31, 2023	EX-3.4	Articles of Amendment to Certificate of Incorporation, dated August 29, 2022 Exhibit 3.4 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street For Office Use Only Cheyenne, WY 82002-0020 Ph. 307.777.7311 Email: [email protected] Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) VOCODIA HOLDINGS CORP 2. Article number(s) V. is amended as follows: *See checklist below for arti
January 31, 2023	EX-10.6	Form of Independent Director Compensation Agreement for Ned L. Siegel Exhibit 10.6 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi
January 31, 2023	EX-99.3	Director Consent for Ned L. Siegel EX-99.3 29 cm250ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registratio
January 31, 2023	EX-1.1	Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT by and between vocodia holdings corp And ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters vocodia holdings corp UNDERWRITING AGREEMENT [●], 2023 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 Ladies and Gentlem
January 31, 2023	EX-4.7	Q4 2022 Emmis Registration Rights Agreement Exhibit 4.7 APPENDIX E REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 23, 2022 (this “Agreement”), is by and among Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (“Investor”). Except as otherwise specified herein or in the Purchase Agreement (defined below), all capitalized terms used in this Agreement
January 31, 2023	EX-3.3	AMENDED AND RESTATED BYLAWS OF VOCODIA HOLDINGS CORP Article I EX-3.3 6 cm250ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF VOCODIA HOLDINGS CORP Article I OFFICES The principal office of Vocodia Holdings Corp, a Wyoming corporation (the “Corporation”), shall be located either within or outside of Wyoming, as the Board of Directors of the Corporation (the “Board”) may designate from time to time. The Corporation may have such other offices e
January 31, 2023	EX-4.6	Q4 2022 Emmis 15% Original Issue Discount Senior Secured Convertible Note EX-4.6 14 cm250ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 APPENDIX B FORM OF 15% ORIGINGAL ISSUE DISCOUNT SENIOR SECURED CONVERTIBLE NOTE] NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, A
January 31, 2023	EX-4.1	Form of Representative’s Warrant EX-4.1 9 cm250ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR C
January 31, 2023	EX-3.1	Articles of Incorporation EX-3.1 3 cm250ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 Wyoming Secretary of State For Office Use Only Herschler Bldg East, Ste.100 & 101 WY Secretary of State FILED: Apr 27 2021 10:30AM Cheyenne, WY 82002-0020 Original ID: 2021-001000290 Ph. 307-777-7311 Profit Corporation Articles of Incorporation I. The name of the profit corporation is: Vocodia Holdings Corp II. The name and physical address of the re
January 31, 2023	EX-10.3	Executive Employment Agreement for Mark Terrill, COO of Vocodia Holdings Corp Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January 1, 2022 (the "Effective Date"), between Vocodia Holdings Corp., a Wyoming corporation, whose principal place of business is 6401 Congress Avenue, Suite 160, Boca Raton, FL 33487 (the "Company") and Mark Terrill, an individual whose mailing address is 2339 Treasur
January 31, 2023	EX-3.2	Certificate of Amendment to the Articles of Incorporation, dated January 27, 2023 Exhibit 3.2 WY Secretary of State FILED: 01/27/2023 11:06 AM Original ID: 2021-001000290 Amendment ID: 2023-004000333 STATE OF WYOMING CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION (Pursuant to Title 17-10-107 of the Wyoming Statutes of the State of Wyoming) Vocodia Holdings Corp, a corporation organized and existing under and by virtue of the laws of the State of Wyoming does hereby ce
January 31, 2023	EX-FILING FEES	Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vocodia Holdings Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common stock, par value $0.
January 31, 2023	EX-14.1	Code of Ethics and Business Standards Exhibit 14.1 CODE OF CONDUCT OF VOCODIA HOLDINGS CORP I. Covered Persons and Purpose This code of conduct (this “Code”) for Vocodia Holdings Corp, a Wyoming Corporation (the “Company”), applies to the Company’s directors, officers, controllers, consultants and employees (collectively, the “Covered Persons”) and shall be publicly available for the purpose of promoting: · honest and ethical conduct,
January 31, 2023	EX-4.2	Q3 2021 Vocodia Subscription Purchase Agreement, $5,000,000 Exhibit 4.2 VOCODIA HOLDINGS CORP. A Wyoming Corporation SUBSCRIPTION AGREEMENT for Private Offering 2,500,000 Shares of Vocodia Holdings Corp Common Stock for $5,000,000 Vocodia Holdings Corp. Attn: Brian Podolak, President 6401 Congress Ave. Suite 160 Boca Raton, Florida 33487 Dear Mr. Podolak: In connection with an equity offering to raise up to Five Million Dollars ($5,000,000) of cash (the “O
January 31, 2023	EX-4.3	Q2 2021 Vocodia Subscription Purchase Agreement, $1,150,000 Exhibit 4.3 PRIVATE OFFERING $1,000,000 for TWO MILLION SHARES of COMMON STOCK of VOCODIA HOLDINGS CORPORATION 04/26/2021 EXHIBIT A Subscription Agreement & Investment Questionnaire \| SUBSCRIPTION AGREEMENT Vocodia Holdings Corp EXHIBIT A \| Vocodia Holdings Corp Subscription Agreement & Accredited Investor Assertation 04/26/2021 Dear Sir or Madam: This will acknowledge that the undersigned hereby
January 31, 2023	EX-4.5	Q4 2022 Emmis Securities Purchase Agreement Exhibit 4.5 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (“Agreement”) is dated as of December 23, 2022 between Vocodia Holdings Corp, a Wyoming corporation (“Company”), and Emmis Capital II, LLC (including its successors and assigns, an “Investor”). WHEREAS, the Investor wish to purchase from the Company, and the Company wishes to sell and issue to the Investor: (1) 15% origin
January 31, 2023	S-1	As filed with the Securities and Exchange Commission on January 31, 2023. As filed with the Securities and Exchange Commission on January 31, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) Wyoming 7371 86-3519415 (State or Other jurisdiction of incorporation or organization) (Pr
January 31, 2023	EX-99.1	Director Consent for Lourdes Felix Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U
January 31, 2023	EX-3.5	Articles of Amendment to Certificate of Incorporation, dated August 6, 2021 Exhibit 3.5 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street WY Secretary of State Cheyenne, WY 82002-0020 FILED: 09/01/2021 09:56 AM Ph. 307.777.7311 Original ID: 2021-001000290 Email: [email protected] Amendment ID: 2021-003306456 Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) Vocodia Hold
January 31, 2023	EX-4.4	CFM Contribution Agreement EX-4.4 12 cm250ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into and made effective as of August 1, 2022 (the “Effective Date” or “Contribution Date”), by and among: (1) VOCODIA HOLDINGS CORP, a Wyoming corporation (“VHC”); and (2) JAMES V. SPOSATO (“Contributor”), an individual and the sole stockholder of Click Fish Media, Inc.
January 31, 2023	EX-99.2	Director Consent for Randall Miles Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent to being named as a person who will be appointed to the Board of Directors of Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and to all other references to me, included in the Company’s Registration Statement on Form S-1 filed with the U
January 31, 2023	EX-3.1_1	Amendment to the Articles of Incorporation, dated October 21, 2022 Exhibit 3.1.1 Wyoming Secretary of State Herschler Building East, Suite 101 122 W 25th Street For Office Use Only Cheyenne, WY 82002-0020 Ph. 307.777.7311 Email: [email protected] Profit Corporation Articles of Amendment 1. Corporation name: (Name must match exactly to the Secretary of State’s records.) Vocodia Holdings Corp 2. Article number(s) V is amended as follows: *See checklist below for art
January 31, 2023	EX-10.5	Form of Independent Director Compensation Agreement for Randall Miles Exhibit 10.5 FORM OF VOCODIA HOLDINGS CORP BOARD OF DIRECTORS AGREEMENT This BOARD OF DIRECTORS AGREEMENT (“Agreement”) dated as of January [*], 2023, by and between Vocodia Holdings Corp, a Wyoming corporation (the “Company”), and the undersigned signatory (the “Director”), provides for director services, according to the following terms and conditions: I. Position and Responsibilities (a) Positi
January 31, 2023	EX-4.8	Form of Restricted Stock Units Agreement Exhibit 4.8 VOCODIA HOLD$INGS CORP 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANT Unless otherwise defined herein, the terms defined in the Vocodia Holdings Corp 2022 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of
January 31, 2023	EX-21.1	List of Subsidiaries Exhibit 21.1 List of Subsidiaries Subsidiary State of Incorporation or Organization Vocodia FL, LLC Florida Vocodia JV, LLC Delaware Click Fish Media, Inc. Flordia
January 31, 2023	EX-10.2	Commercial Lease Exhibit 10.2 Commercial Lease THIS COMMERCIAL lease is made and entered into this day of May 2021 by and between Catexor Limited Partnership-I, (the “Lessor”), a Florida Limited Partnership, whose address is 2730 SW 3rd Avenue, Suite 800, Miami, Florida 33128-2237 and Vocodia Group, LLC (the “Lessee”), a Delaware Limited Liability Corporation (state of origin/type of entity), whose address, 900 Li
January 3, 2023	LETTER	LETTER United States securities and exchange commission logo January 3, 2023 Brian Podolak Chief Executive Officer Vocodia Holdings Corp 6401 Congress Ave Boca Raton, FL 33487 Re: Vocodia Holdings Corp Amendment No.
December 16, 2022	DRSLTR	December 16, 2022 Via EDGAR December 16, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Jan Woo Re: Vocodia Holdings Corp Amendment No.1 to Draft Registration Statement on Form S-1 Submitted November 1, 2022 CIK No. 0001880431 Dear Ms. Woo: On behalf of Vocodia Holdings Corp (the “Company”), we have set forth belo
December 16, 2022	DRS/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) As confidentially submitted to the Securities and Exchange Commission on December 16, 2022.
November 30, 2022	LETTER	LETTER United States securities and exchange commission logo November 30, 2022 Brian Podolak Chief Executive Officer Vocodia Holdings Corp 6401 Congress Ave Boca Raton, FL 33487 Re: Vocodia Holdings Corp Amendment No.
November 1, 2022	DRS/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VOCODIA HOLDINGS CORP (Exact name of registrant as specified in its charter) As confidentially submitted to the Securities and Exchange Commission on November 1, 2022.
October 31, 2022	DRSLTR	October 31, 2022 October 31, 2022 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attn: Ms. Jan Woo, Legal Branch Chief Re: Vocodia Holdings Corp Draft Registration Statement on Form S-1 (filed October 21, 2022) CIK No. 0001880431 Response to Letter Issued on October 28, 2022 Dear Ms. Woo: On behalf of Vocodia Holdings
October 28, 2022	LETTER	LETTER United States securities and exchange commission logo October 28, 2022 Brian Podolak Chief Executive Officer Vocodia Holdings Corp 6401 Congress Ave Boca Raton, FL 33487 Re: Vocodia Holdings Corp Draft Registration Statement on Form S-1 Submitted October 21, 2022 CIK No.

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