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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.)

 

6401 Congress Avenue, Suite #160, Boca Raton, Florida 33487

(Address of principle executive offices) (Zip code)

 

Registrant’s telephone number, including area code: (561) 484-5234

 

Not applicable

(Former name or address if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14D-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class:   Trading Symbol(s)   Name of Each Exchange on Which
Registered:
Common Stock   VHAI    N/A
Series A Warrants   VHAIIW   N/A
Series B Warrants   VHAIBW   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.02 Departure of Certain Officers; Appointment of Certain Officers

 

On October 12, 2024, Lourdes Felix and Randall Miles notified the Board of Directors (“Board”) of Vocodia Holdings Corp. (the “Company”) of their resignation as directors of the Company and members of each committee of the Board, effective October 7, 2024. Ms. Felix and Mr. Miles resignations were not the result of any disputes or disagreements with the Company or the Company’s Board of Directors on any matter relating to the operations, policies or practices of the Company.

 

The Board has also chosen to appoint Brian Podolak, James Sposato and Ned Siegel to the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Company.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

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

 

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

  Description
     
3.1   Amendment No. 1 to Bylaws of Vocodia Holdings Corp.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the undersigned hereunto duly authorized.

 

  VOCODIA HOLDINGS CORP.
   
Date: October 15, 2024 By: /s/ Brian Podolak
    Brian Podolak
    Chief Executive Officer

 

 

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