UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from ______ to ______
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
|
| 33487 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| . |
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| 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.
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
As of January 13, 2025 the
registrant had
Table of Contents
| Page | |||
| PART I. | FINANCIAL INFORMATION | ||
| Item 1. | Condensed Consolidated Financial Statements (Unaudited) | ||
| Condensed Consolidated Balance Sheets | 1 | ||
| Condensed Consolidated Statements of Operations | 2 | ||
| Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | 3 | ||
| Condensed Consolidated Statements of Cash Flows | 4 | ||
| Notes to Unaudited Condensed Consolidated Financial Statements | 5 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 28 | |
| Item 4. | Controls and Procedures | 28 | |
| PART II. | OTHER INFORMATION | 29 | |
| Item 1. | Legal Proceedings | 29 | |
| Item 1A. | Risk Factors | 29 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 29 | |
| Item 3. | Defaults Upon Senior Securities | 29 | |
| Item 4. | Mine Safety Disclosures | 29 | |
| Item 5. | Other Information | 29 | |
| Item 6. | Exhibits | 30 | |
| Signatures | 31 | ||
i
Vocodia Holdings Corp
Condensed Consolidated Balance Sheets
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses | ||||||||
| Other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets | ||||||||
| Deferred offering costs | ||||||||
| Other assets | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Contract liabilities | ||||||||
| Related party payable | ||||||||
| Note payable | ||||||||
| Convertible notes payable, net | ||||||||
| Derivative liability | ||||||||
| Operating lease liability, current portion | ||||||||
| Total Current Liabilities | ||||||||
| Non-current Liability | ||||||||
| Operating lease liability, less current portion | ||||||||
| Total Non-Current Liability | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ Equity (Deficit) | ||||||||
| Preferred stock, $ | ||||||||
| Series A Preferred Stock, | ||||||||
| Series B Preferred Stock, | ||||||||
| Series C Convertible Preferred Stock, | ||||||||
| Series D Redeemable Preferred Stock, | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity (deficit) | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
Vocodia Holdings Corp
Condensed Consolidated Statements of Operations
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| Sales, net | $ | $ | $ | $ | ||||||||||||
| Cost of Sales | ||||||||||||||||
| Gross Profit (Loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Salaries and wages | ||||||||||||||||
| Research and development and other service providers | ||||||||||||||||
| Total Operating Expenses | ||||||||||||||||
| Operating Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Other income | ||||||||||||||||
| Change in fair value of derivative liability | ( | ) | ( | ) | ||||||||||||
| Loss on settlement of debt | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Other Income (Expense) | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss Before Taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income Taxes | ||||||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted loss per common share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Vocodia Holdings Corp
Condensed Consolidated Statements of Shareholders’ Deficit
For the Three and Nine months Ended September 30, 2024
| Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance, January 1, 2024 | $ | | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Issuance of Series B Preferred Stock | ||||||||||||||||||||||||||||||||||||
| Common stock units issued for cash | ||||||||||||||||||||||||||||||||||||
| Deferred offering costs | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Issuance common stock for settlement of debt | ||||||||||||||||||||||||||||||||||||
| Common stock issued for conversion of debt | ||||||||||||||||||||||||||||||||||||
| Common stock issued for conversion of Series B Preferred Stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Common stock issued for exercise of warrants | ( | ) | ||||||||||||||||||||||||||||||||||
| Series C warrants issued | - | - | - | |||||||||||||||||||||||||||||||||
| Stock based compensation | - | - | - | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Common stock issued for exercise of warrants | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Common stock issued for exercise of warrants | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, September 30, 2024 | $ | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||
For the Three and Nine months Ended September 30, 2023
| Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In | Accumulated | ||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||||||||
| Balance, January 1, 2023 | $ | | $ | $ | | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Issuance of common stock and warrants for non-employee services | ||||||||||||||||||||||||||||||||||||
| Employee common stock compensation | ||||||||||||||||||||||||||||||||||||
| Common stock cancelled | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Issuance of Series B Preferred Stock | ||||||||||||||||||||||||||||||||||||
| Issuance common stock for settlement of debt | ||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Issuance of common stock and warrants for non-employee services | - | - | ||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Issuance of Series B Preferred Stock | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Issuance common stock for settlement of legal fees | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, September 30, 2023 | $ | $ | - | $ | $ | | $ | ( | ) | $ | ( | |||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Vocodia Holdings Corp
Condensed Consolidated Statements of Cash Flows
| Nine Months Ended | ||||||||
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| Operating activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of debt issuance costs | ||||||||
| Stock-based compensation | ||||||||
| Convertible note default penalty | ||||||||
| Change in fair value of derivative liability | ( | ) | ||||||
| Loss on settlement of debt | ||||||||
| Write-off of accounts payable | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ||||||
| Other assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Related party payable | ||||||||
| Contract liability | ( | ) | ||||||
| Net change in operating right-of-use lease asset and liability | ( | ) | ( | ) | ||||
| Cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Cash used in investing activities | ( | ) | ||||||
| Financing activities: | ||||||||
| Proceeds from issuance of common stock units | ||||||||
| Deferred offering costs | ( | ) | ( | ) | ||||
| Proceeds from exercise of warrants | ||||||||
| Proceeds from issuance of Series B Preferred stock | ||||||||
| Payment of debt issuance costs | ( | ) | ||||||
| Proceeds from related party payable | ||||||||
| Proceeds from notes payable | ||||||||
| Repayment of notes payable | ( | ) | ||||||
| Proceeds from convertible notes payable | ||||||||
| Repayment of convertible notes payable | ( | ) | ||||||
| Cash provided by financing activities | ||||||||
| Change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning balances | ||||||||
| Cash and cash equivalents, ending balances | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Initial derivative liabilities recognized as a debt discount | $ | $ | ||||||
| Common stock cancellation | $ | $ | ||||||
| Series C warrants issued | $ | $ | ||||||
| Issuance common stock for settlement of debt | $ | $ | ||||||
| Issuance common stock for settlement of debt - related party | $ | $ | ||||||
| Common stock issued for conversion of debt | $ | $ | ||||||
| Common stock issued for conversion of Series B Preferred Shares | $ | $ | ||||||
| Common stock issued for exercise of warrants | $ | $ | ||||||
| Common stock issued for settlement of legal fees for offering costs | $ | $ | ||||||
| Issuance common stock for services -related party, restricted stock awards (‘RSA”) | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
VOCODIA HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND GOING CONCERN
Organization and Business Overview
The Company and Business: Vocodia Holdings Corp
(“we”, “us”, “Vocodia”, “the Company”) was incorporated in the State of Wyoming on
Click Fish Media, Inc. (“CFM”) was incorporated in the State of Florida on November 29, 2019 and is an IT services provider.
On August 2, 2022, Vocodia purchased all outstanding
shares of CFM held by an owner under common ownership for $
Going Concern
The Company’s condensed consolidated financial
statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States including
the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. However, as shown in the accompanying condensed consolidated financial statements, the Company had a net loss of approximately
$
Management recognizes that the Company must obtain additional resources to successfully develop its technology and implement its business plans. Through September 30, 2024, the Company has received funding in the form of indebtedness, from the sale stock subscriptions and the sale of units in its IPO. Management may continue to raise funds to support our operations in 2024 and beyond, however it has no plans to do so at this time. No assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital if necessary, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K of Vocodia Holdings Corp for the year ended December 31, 2023.
In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.
Basis of Consolidation
The financial statements have been prepared on a consolidated basis with those of the Company’s wholly owned subsidiary, CFM. All intercompany transactions and balances have been eliminated in consolidation.
5
Reclassification
Certain accounts from prior periods have been reclassified to conform to the current period presentation.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments Significant estimates are contained in the accompanying financial statements for the valuation of derivatives, the valuation allowance on deferred tax assets, share-based compensation, useful lives for depreciation and amortization of long-lived assets, and the incremental borrowing rate used on right-of-use asset.
Cash and Cash Equivalents
Cash and cash equivalents include cash in bank accounts and money market
funds with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the
opinion of management, are subject to an insignificant risk of loss in value. At September 30, 2024 and December 31, 2023, the Company
had cash equivalents of $
Periodically, the Company may carry cash balances
at financial institutions in excess of the federally insured limit of $
Revenue Recognition
The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised goods or services to customers. The Company follows a five-step process to achieve this core principle: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
The Company’s revenues are currently derived from three sources: (1) implementation fees, (2) offering its software as a service on a recurring monthly basis, and (3) generation and verification of leads. Implementation fees are charged for setting up or calibrating its software so that the AI can be used by the customer for its particular use case and are usually a one-time cost. The Company’s contracts with customers are structured with stated prices per service performed, which are not subject to uncertainty or probability of significant reversal; thus, do not represent variable consideration. The recurring monthly fees are charged for the ongoing use of the AI to continue to call/prospect for the Company’s customers, and are charged on a monthly recurring basis. The Company awards discounts to its customers on a discretionary basis. The Company will consider additional revenue streams as its technology develops and new opportunities present.
Fair Value of Financial Instruments
The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair Value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:
| ● | Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. |
| ● | Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. |
| ● | Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation. |
6
Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.
The carrying amounts of the Company’s financial instruments including cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities and convertible debt approximate fair value due to the short-term maturities of these instruments.
| December 31, 2023 | Level 1 | Level 2 | Level 3 | Carrying Value | ||||||||||||
| Liabilities: | ||||||||||||||||
| Derivative Liability – Warrants | $ | $ | $ | $ | ||||||||||||
| Derivative Liability – Conversion feature | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Deferred Offering Costs
Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed.
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| General and administrative expenses | $ | $ | ||||||
| Share-based equity compensation | ||||||||
| $ | $ | |||||||
For the three months ended September 30, 2024,
the Company had no additional expense or deferred offering costs. For the nine months ended September 30, 2024, the Company recognized
additional expenses of $
Advertising
The Company expenses advertising costs as they
are incurred. Advertising expenses for the three months ended September 30, 2024 and 2023, were $
Share-Based Compensation
The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.
7
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes pricing model.
Net Income (Loss) Per Share of Common Stock
Net loss per share of common stock requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, warrants unless the result would be antidilutive.
The Company includes in basic earnings per share,
common stock that is issuable for the conversion of warrants for little or no cash upon the satisfaction of certain contingent conditions.
The Company has determined that the Series B and C warrants meet these conditions as of September 30, 2024, and have included
The dilutive effect of restricted stock units, options and warrants subject to vesting and other share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator of the diluted calculation for the entire period being presented.
| September 30, | September 30, | |||||||
| 2024 | 2023 | |||||||
| Shares | Shares | |||||||
| Warrants | ||||||||
| Convertible notes payable | ||||||||
8
Recent Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting Topic 280, “Segment Reporting-Improvements to Reportable Segment Disclosures” which allows disclosure of one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires enhanced disclosures of significant segment expenses and other segment items, as well as incremental qualitative disclosures on both an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods after December 15, 2024. Early adoption is permitted and retrospective application is required for all periods presented. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Condensed Consolidated Financial Statements.
In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for the Company’s fiscal years beginning after February 1, 2025, with early adoption permitted. The Company does not expect the adoption of this standard to have any material impact on its financial statements.
NOTE 3 – PROPERTY AND EQUIPMENT
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Furniture and Fixtures | $ | $ | ||||||
| Computer Equipment | ||||||||
| Total Property and Equipment | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property and Equipment, net | $ | $ | ||||||
During the three months ended September 30, 2024
and 2023, depreciation expense relating to property and equipment was $
NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses - other | ||||||||
| Insurance payable | ||||||||
| Accrued payroll | ||||||||
| Accrued interest | ||||||||
| Bank overdraft | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
9
NOTE 5 – OPERATING LEASES
| Three months ended | ||||||||
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| The components of lease expense were as follows: | ||||||||
| Short-term lease cost | $ | $ | ||||||
| Operating lease cost | ||||||||
| Total lease cost | $ | $ | ||||||
| Nine months ended | ||||||||
| September 30, | ||||||||
| 2024 | 2023 | |||||||
| The components of lease expense were as follows: | ||||||||
| Short-term lease cost | $ | $ | ||||||
| Operating lease cost | ||||||||
| Total lease cost | $ | $ | ||||||
| Supplemental cash flow information related to leases was as follows: | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Weighted-average remaining lease term - operating leases (year) | ||||||||
| Weighted-average discount rate — operating leases | % | % | ||||||
| Year Ending December 31, | ||||
| 2024 (excluding the nine months ended September 30, 2024) | $ | |||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Less: Imputed interest | ( | ) | ||
| Operating lease liabilities | $ | |||
NOTE 6 – NOTE PAYABLE AND CONVERTIBLE NOTES PAYABLE
Note payable
During the year ended December 31, 2023, the Company
issued note payable of $
In February 2024, the Company borrowed $
Convertible notes payable
During the years ended December 31, 2023 and 2022,
the Company issued $
10
The Convertible Notes include a conversion feature,
whereupon a successful Initial Public Offering (“IPO”) (the “Liquidity Event”), the Convertible Notes may be payable
to the holders by the Company delivering to the holders shares of common stock equal to the payment amount due at the date of the Liquidity
Event divided by the conversion price. As defined in the agreement, the conversion price is the product of the offering price per share
of common stock paid in a Liquidity Event and a
In connection with the issuance of the Convertible
Notes, the Company issued common stock purchase warrants to the holders of the Convertible Notes (the “Warrants”). The Warrants
give the holders the right, but not the obligation, to purchase shares of the Company obtained by dividing
The conversion feature and Warrants have been accounted for as a derivative liability, in accordance with ASC 815 (see Note 7).
During January 2024, the Company modified outstanding
2022 Original Issue Discount Convertible Notes with original principal and accrued interest, by agreeing to certain penalties, to extend
the maturity dates until
During February 2024, the Company modified certain 2023 Original Issue Discount Convertible Notes with original principal and accrued interest, to extend the maturity dates until February 28, 2024. The Company determined these to be a modification.
In February 2024, on completion of the IPO, all
outstanding 2023 and 2022 Original Issue Discount Convertible Notes with original principal and accrued interest have been settled. In
connection with settlements, the Company paid $
Prior to the modifications and settlements in
January and February 2024, the Company recognized a gain on change in fair value of derivative liability for the convertible debt of $
On September 18, 2024, entered into a Convertible
Note with a principal amount of $
11
| Maturities | Stated Interest | Effective Interest | September 30, | December 31, | ||||||||||||||
| (calendar year) | Rate | Rate | 2024 | 2023 | ||||||||||||||
| August 2022 issuances | % | % | $ | $ | ||||||||||||||
| September 2022 issuances | % | % | ||||||||||||||||
| November 2022 issuances | % | % | ||||||||||||||||
| December 2022 issuances | % | % | ||||||||||||||||
| April 2023 issuances | % | % | ||||||||||||||||
| May 2023 issuances | % | % | ||||||||||||||||
| June 2023 issuances | % | % | ||||||||||||||||
| September 2024 issuances | % | % | - | |||||||||||||||
| Total face value | ||||||||||||||||||
| Unamortized debt discount and issuance costs | ( | ) | ( | ) | ||||||||||||||
| Total convertible notes | ||||||||||||||||||
| Current portion of convertible notes | ( | ) | ( | ) | ||||||||||||||
| Long-term convertible notes | $ | $ | ||||||||||||||||
During the three months ended September 30, 2024
and 2023, the Company recorded interest expense of $
NOTE 7 – DERIVATIVE LIABILITITES
Fair Value Assumptions Used in Accounting for Derivative Liabilities
ASC 815 requires us to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of issuance and at the IPO settlement date of February 26, 2024
The Black-Scholes model, which requires six basic data inputs: the exercise or strike price, expected term, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The current stock price is based on historical issuances. Expected volatility is based on the historical stock price volatility of comparable companies’ common stock, as our stock does not have sufficient historical trading activity. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods.
| 2024 | ||||
| Expected exercise price | $ | |||
| Expected conversion price | ||||
| Expected term | ||||
| Expected average volatility | % | |||
| Expected dividend yield | ||||
| Risk-free interest rate | % | |||
12
| Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ||||
| Balance - December 31, 2023 | $ | |||
| Settlement of derivative liability from conversion of debt | ( | ) | ||
| Settlement of derivative liability of warrants to Series C warrants | ( | ) | ||
| Change in fair value of the derivative | ( | ) | ||
| Balance – September 30, 2024 | $ | |||
NOTE 8 – SHAREHOLDERS’ EQUITY
The Company has authorized
Series A Preferred Stock
The Company has designated
The Series A Preferred Stockholders are not entitled to any dividends, or mandatory conversion right or liquidation preference, however, they do have a voluntary conversion right.
Holders of the Company’s Series A Preferred
Stock shall have the right to convert at a ratio of
As of September 30, 2024 and December 31, 2023,
Series B Preferred Stock
Effective September 27, 2023, the Company has
amended the certificate of designation to authorize
In January 2024, the Company issued an aggregate
of
As of September 30, 2024 and December 31, 2023,
13
Series C Convertible Preferred Stock
On August 2, 2024, the Company issued a Certificate
of Designation of Series C Convertible Preferred Stock designating
The following is a summary of the terms of the Series C Preferred Stock:
| ● | Dividends. The holders of
Series C Preferred Stock will be entitled to receive dividends, based on the Stated Value, at a rate of eight percent ( |
| ● | Voting Rights. The Series C COD provides that holders of Series C Preferred Shares shall have the right to vote on all matters presented to the stockholders for approval together with the shares of Common Stock, voting together as a single class, on an “as converted” basis, other than in regards to the Exchange Limitation. |
| ● | Liquidation. In addition, upon
any liquidation, dissolution or winding-up of the Company, prior and in preference to the Common Stock, holders of Series C Preferred
Stock shall be entitled to receive out of the assets available for distribution to stockholders before any amount shall be paid to the
holders of any of shares of Junior Stock, but pari passu with any Parity Stock then outstanding, an amount per Preferred Share equal to
the greater of (A) |
| ● | Conversion. The number of shares of Common Stock issuable upon conversion of any share of Series C Preferred Stock shall be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (the “Conversion Rate”): |
| (i) | “Conversion Amount” means, with respect to each Share, as of the applicable date of determination,
the sum of (1) |
| (ii) | “Conversion Price” means, with respect to each Share, as of any Conversion Date or other date
of determination, an initial price of $ |
14
| ● | Redemption. Upon the occurrence
of a Triggering Event, each Holder shall (in addition to all other rights it may have hereunder or under applicable law) have the right,
exercisable at the sole option of such Holder, to require the Company with respect to each share of Preferred Stock to redeem each share
of Preferred Stock then held by such Holder for a redemption price, in cash, equal to |
As of September 30, 2024 and December 31, 2023,
Series D Redeemable Preferred Stock
On August 2, 2024, the Company issued a Certificate
of Designation of Series D Preferred Stock designating
The following is a summary of the terms of the Series D Preferred Stock:
| ● | Dividends. Under the terms of the Series D Preferred Stock, the Company shall not pay any dividends on the Series D Preferred Stock. |
| ● | Voting Rights. Each share
of Series D Preferred Stock shall entitle the holder thereof (a) to vote exclusively with respect to the Reverse Stock Split proposal
at the Company’s next stockholder meeting following the Original Issue Date (and the Series D Preferred Stock shall not be entitled
to vote on any other matter except to the extent required under Title 17 of the Wyoming Statutes or provided herein) and (b) to |
| ● | Liquidation. In addition, upon
any liquidation, dissolution or winding-up of the Company, prior and in preference to the Common Stock, the Holders shall be entitled
to receive out of the assets available for distribution to stockholders an amount in cash equal to |
| ● | Redemption. On the earlier of the date on which (i) the Company obtains Stockholder Approval and (ii) the SPA is terminated prior to the Second Closing, the Company shall immediately redeem, out of funds legally available therefor, each of the Series D Preferred Stock then outstanding at a redemption price equal to the Redemption Price, without the requirement for any notice or demand or other action by any Holder or any other person or entity, provided that a Holder may, in its sole discretion, waive such right to receive payment on the date of Stockholder Approval or such termination, in whole or in part, and any such waiver shall not affect any other rights of such Holder or any other Holder hereunder. Upon receipt of full payment in cash for a complete redemption, each Holder will promptly submit to the Company such Holder’s Series D Preferred Stock certificates, if any, and such redeemed shares shall no longer be deemed to be outstanding. |
As of September 30, 2024 and December 31, 2023,
15
Security purchase agreement
On August 2, 2024, the Company entered into a
Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “Purchasers”) for the sale of
(i)
On September 17, 2024, pursuant to section 8 of the SPA, the Purchasers and the Company have terminated the SPA and any and all obligations therein for both the Company and the Purchasers under the SPA and any related transaction documents.
Additionally, given that the Series D Preferred
Stock had already been issued to the Purchasers pursuant to section 1(b)(i) of the SPA, the Company has exercised its right pursuant to
section 9 of the Certificate of Designation of the Series D Preferred Stock and the Board of Directors of the Company has approved the
redemption of all of the
Common Stock
Each share of Common Stock entitles the holder
to
During the nine months ended September 30, 2024, the Company had the following common stock transactions:
| ● |
| ● |
| ● |
| ● |
As of September 30, 2024 and December 31, 2023,
For the nine months ended September 30, 2024,
the Company recognized additional expenses of $
NOTE 9 – STOCK-BASED COMPENSATION
| September 30, | September 30, | |||||||
| 2024 | 2023 | |||||||
| Research and development and other service providers | ||||||||
| $ | - | $ | ||||||
| September 30, | September 30, | |||||||
| 2024 | 2023 | |||||||
| Salaries and wages | $ | $ | ||||||
| Research and development and other service providers | ||||||||
| Professional fees - related party | ||||||||
| $ | $ | |||||||
16
Warrants
During the nine months ended September 30, 2024, the Company issued warrants as follows;
| ● |
| ● |
| ● |
| Warrants Outstanding | Weighted | |||||||||||
| Weighted Average | Average Remaining | |||||||||||
| Number of Warrants | Exercise Price | life (years) | ||||||||||
| Outstanding, January 1, 2023 | $ | |||||||||||
| Granted | ||||||||||||
| Expired / cancelled | ||||||||||||
| Exercised | ||||||||||||
| Outstanding, December 31, 2023 | $ | |||||||||||
| Granted | ||||||||||||
| Expired / cancelled | ( | ) | ||||||||||
| Exercised | ( | ) | ||||||||||
| Outstanding, September 30, 2024 | $ | |||||||||||
The intrinsic value of the warrants as of September
30, 2024 is $
2022 Equity Compensation Plan
On November 9, 2023, the Company’s stockholders approved the 2022 Equity Compensation Plan, or the 2022 Plan. The 2022 Plan provides that grants may be in any of the following forms: incentive stock options, nonqualified stock options, stock units, stock awards, dividend equivalents and other stock-based awards. The 2022 Plan is administered and interpreted by the Compensation Committee of the Board of Directors, or the Committee. The Committee has the authority to determine the individuals to whom grants will be made under the 2022 Plan, determine the type, size and terms of the grants, determine the time when grants will be made and the duration of any applicable exercise or restriction period (subject to the limitations of the 2022 Plan) and deal with any other matters arising under the 2022 Plan. The Committee presently consists of three directors, each of whom is a non-employee director of the Company. All the employees of the Company and its subsidiaries are eligible for grants under the 2022 Plan. Non-employee directors of the Company are also eligible to receive grants under the 2022 Plan.
Restricted Stock Awards
On November 2, 2023, the Company issued
During the nine months ended September 30, 2024
and 2023, the Company recorded stock-based compensation of $
| Unvested Outstanding at January 1, 2024 | $ | |||||||||||
| Granted | ||||||||||||
| Vested /Released | ( | ) | ( | ) | ||||||||
| Cancelled | ||||||||||||
| Unvested Outstanding at September 30, 2024 | $ |
17
NOTE 10 – RELATED PARTY TRANSACTIONS
Operating expense related party
During the three months ended September 30, 2024
and 2023, the Company incurred approximately $
During the nine months ended September 30, 2024
and 2023, the Company incurred approximately $
Related party payable
On August 1, 2022, the Company entered into a
lending arrangement with a related party, the prior owner of Click Fish Media. The loan is for a two (
Related party management fees
During the three months ended September 30, 2024
and 2023, 47 Capital Management LLC, an entity wholly owned by the former CFO billed the Company $
During the three months ended September 30, 2024
and 2023, Thornhill Advisory Group, Inc. (f/k/a EverAsia Financial Group), an entity majority owned by the former CFO, billed the Company
$
Related party debt conversion to common stock
In January 2024,
In January 2024,
In January 2024,
NOTE 11 – COMMITMENTS AND CONTINGENCIES
From time to time, we may be involved in various disputes and litigation matters that arise in the ordinary course of business.
The Company received correspondence in February, 2023 from an attorney
representing a former customer of the Company. The correspondence contains allegations that the customer provided certain leads to the
Company that were not processed by the Company according to the agreement between the Company and the customer. Further, the customer
alleges that it paid for the processing of those leads and that it was entitled to a refund of a portion of its payment. The Company has
requested details of which leads were not processed, however the customer has not provided those details. The Company denies liability
and intends to continue to vigorously defend any action, although the probability of a favorable or unfavorable outcome is difficult to
estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages
and/or awards of attorneys’ fees or expenses. While the outcome is uncertain, the Company has accrued $
The Company received a letter dated August 28, 2023, from an attorney hired on behalf of a former employee of the Company. This former employee offered her resignation, which was accepted on July 12, 2023. This letter contains allegations that the former employee was sexually harassed and terminated wrongfully by the Company. The Company is of the opinion that allegations in this letter lack merit. The Company has reported this matter to its insurance carrier and outside counsel has been engaged. The Company denies liability and intends to continue to vigorously defend any action, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses. In December 2023 the former employee’s attorney requested that the parties attend mediation, however a date for said mediation has not been determined. Due to the uncertain outcome of the case, no amounts have been accrued.
18
On December 20, 2023, an individual filed a putative class action lawsuit against a customer of the Company that was using the Company’s DISA’s. Shortly thereafter, the individual filed a first amended complaint (FAC) adding the Company as a party. The FAC states that Plaintiff’s phone number has been on the National Do-Not-Call Registry since 2009. Despite this, Plaintiff alleges he received two prerecorded calls from the Company on behalf of its Customer on October 10 and November 28, 2023. Based on these alleged violations, Plaintiff asserts that the Company violated the Telephone Consumer Protection Act’s (TCPA) prerecorded call provision and the South Carolina Telephone Privacy Protection Act. In response to the FAC, both the Company and its Customer filed a motion to dismiss and motion to strike the class allegations. The motions are fully briefed, but the Court has yet to issue a ruling. The parties each exchanged discovery responses. The parties agreed to attend mediation on October 15, 2024. The Company denies liability and intends to continue to vigorously defend any action, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses.
ProofPositive LLC (“ProofPositive”) commenced an arbitration (“Arbitration”) before the American Arbitration Association (“AAA”) against the Company, Brian Podolak and his wife (under a pseudonym) (“Respondents”) on or about May 31, 2024. In the Arbitration, ProofPositive asserted a number of claims, including claims under the Arizona Securities Act, arising from Respondents’ alleged failure to pay sums purportedly due under a loan agreement and promissory note, an addendum and consulting agreement. The Company denies liability and intends to continue to vigorously defend any action, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses.
NOTE 12 – PREPAID EXPENSE
| September 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Prepaid operating expense | $ | $ | ||||||
| Prepaid insurance | ||||||||
| Prepaid rent | ||||||||
| Prepaid expense | $ | $ | ||||||
NOTE 13 – SUBSEQUENT EVENTS
On December 16, 2024, the Company issued a Note
Payable in the amount of $
On December 20, 2024, the On September 18, 2024,
entered into a Convertible Note with a principal amount of $
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, our consolidated financial statements and the financial data included in this Quarterly Report on Form 10-Q K reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these and other risks and uncertainties, please see the items listed above under the section captioned “Risk Factors”, as well as any other cautionary language contained in this Quarterly Report on Form 10-Q. Except as may be required by law, we undertake no obligation to update any forward-looking statements to reflect events after the date of this Quarterly Report on Form 10-Q.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements represent our expectations, beliefs, intentions, or strategies concerning future events, including, but not limited to, any statements regarding our assumptions about financial performance; the continuation of historical trends; growth strategies; the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future operations; our future financing plans and anticipated needs for working capital; and the economy in general or the future of the food production industry, all of which were subject to various risks and uncertainties. Such statements, when used in this Annual Report on Form 10-K and other reports, statements, and information we have filed with the Securities and Exchange Commission (“SEC”), in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of an executive officer, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “continue,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. However, any statements contained in this Annual Report on Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.
This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under Part I Item 1 “Business” and Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in other parts of this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors as described in this Quarterly Report on Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Quarterly Report on Form 10-Q will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to ensure that the required statements, in light of the circumstances under which they are made, are not misleading.
Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report on Form 10-Q, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission (“SEC”) which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.
This Quarterly Report on Form 10-Q also contains estimates, projections, and other information concerning our industry, our business, and particular markets, including data regarding the estimated size of those markets. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, general publications, government data, and similar sources.
20
Overview
Vocodia Holdings Corp (“VHC”) was incorporated in the State of Wyoming on April 27, 2021 and is a conversational AI technology provider. Vocodia’s technology is designed to drive better sales and services for its customers. Clients turn to Vocodia for their product and service needs.
Business Summary
We are an AI software company that builds practical AI functions and makes them easily obtainable for businesses on cloud-based platform solutions at low costs and scalable to multiagent vast enterprise solutions.
Our operations include our wholly owned subsidiary, Click Fish Media, Inc. (“CFM”), which was incorporated in the State of Florida on November 26, 2019 and is an IT services provider. CFM was formerly owned by James Sposato, who is an officer and director of the Company. CFM was wholly acquired by the Company from Mr. Sposato per the Contribution Agreement. CFM was formerly owned by James Sposato, who is an officer and director of the Company. CFM was acquired by us from Mr. Sposato per the Contribution Agreement, dated August 1, 2022. In the Contribution Agreement, Mr. Sposato (“Contributor”), has contributed, assigned, transferred and delivered to us, the outstanding capital stock of CFM and we have accepted the contributed shares from the Contributor. As full consideration for the contribution, we have paid the Contributor consideration in the amount of $10.
An illustration of our organizational structure is provided below:
We aim to offer corporate clients scalable enterprise AI sales and customer service solutions intended to rapidly increase sales and service, while lowering employment costs.
We seek to enhance rapport and relationship building for customers, which is as necessary component to sales. We believe that there is a positive correlation between AI which sounds similar to a human voice over the phone and better customer rapport and customer service benefits. With our advanced AI, we believe that it will be difficult for customers to distinguish between speaking to a human sales representative and to an AI bot. We believe we can increase customer satisfaction and maximize potential service efficiency for our clients. Our goal is to provide quick training and deployment, potentially unlimited scalability, easy integration with existing corporate platforms and other benefits to our customers from AI’s efficiency. We strive to help our customers manage budgets and perform better than the high costs of existing sales and service personnel.
On February 26, 2024, we completed our initial public offering (the “IPO”) of 1,400,000 units, each consisting of one share of common stock, par value $0.0001 (“Common Stock”), one Series A Warrant to purchase one share of Common Stock at $4.25 (the “Series A Warrant”), and one Series B Warrant to purchase one share of Common Stock at $8.50 (the “Series B Warrant”), at a price to the public of $4.25 per Unit.
The gross proceeds from the IPO, before underwriting discounts and commissions and estimated offering expenses payable by us, were approximately $5,950,000. On February 22, 2024, our Common Stock, Series A Warrants and Series B Warrants began trading on the BZX Exchange, a division of Cboe Global Markets, under the ticker symbols “VHAI,” “VHAI+A” and “VHAI+B”, respectively.
21
On June 14, 2024, Vocodia Holdings Corp. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Cboe BZX Exchange, Inc. (“Cboe”) notifying the Company that Cboe had decided to exercise its discretionary authority pursuant to Exchange Rule 14.2 to delist the Company and suspend trading of the Company’s Common Stock (VHAI), Series A Warrants (VHAI+A) and Series B Warrants (VHAI+B) on June 24, 2024. The Letter cited that the basis for this decision is that the Company is currently not in compliance with (i) Exchange Rule 14.9(e)(1)(B) because its Common Stock did not maintain a minimum bid price of $1.00 over 30 consecutive business days and (ii) Exchange Rule 14.9(e)(2) because the Company has failed to me at least one of the following requirements: (A) stockholders’ equity of at least $2.5 million; (B) market value of listed securities of at least $35 million; or (C) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently complete fiscal years.
Pursuant to Exchange Rule 14.12(h) the Company appealed the staff’s decision, and an appeal hearing was held on August 8, 2024 before a two-member Panel (the “Panel”). On September 6, 2024, the Company received notice that the Panel rejected the Company’s appeal and determined to delist the Company’s securities. The receipt of the Panel’s decision will result in the immediate delisting of the Company’s Common Stock and Warrants on the Cboe, under the symbols “VHAI,” “VHAI+A,” and “VHAI+B”, and a Form 25-NSE will be filed with the Commission, which will remove the Company’s securities from listing and registration on Cboe. The Company did not appeal the Panel’s decision. Therefore, the trading of the Company’s Common Stock and Warrants was suspended at the close of business on September 10, 2024, and delisted from Cboe, as indicated in the Panel’s letter.
The Company’s common stock began trading under the trading symbols “VHAI,” “VHAI+A,” and VHAI+B” on the OTC Pink Market operated on the OTC Markets system effective with the open of the markets on September 11, 2024. The Company intends to apply to have its common stock quoted on the OTCQB Venture Market on the OTC Markets; however, there can be no assurances that its common stock and warrants will be approved, or will continue, to be traded on such market.
Results of Operations
Comparison of the nine months ended September 30, 2024 to the nine months ended September 30, 2023
The following tables set forth selected consolidated statements of operations data and such data as a percentage of total revenues for each of the periods indicated:
| Nine Months Ended | ||||||||||||||||
| September 30, | ||||||||||||||||
| 2024 | 2023 | Change | % | |||||||||||||
| Revenues | $ | 50,231 | $ | 252,820 | (202,589 | ) | -80 | % | ||||||||
| Cost of revenue | 130,321 | 200,289 | (69,968 | ) | -35 | % | ||||||||||
| Gross profit (loss) | (80,090 | ) | 52,531 | (136,621 | ) | -252 | % | |||||||||
| Operating costs and expenses: | ||||||||||||||||
| Operating expense | 5,706,554 | 4,676,396 | 1,030,158 | 22 | % | |||||||||||
| Other income (expenses) | (4,048,400 | ) | (2,525,075 | ) | (1,523,325 | ) | 60 | % | ||||||||
| Net loss | $ | (9,834,044 | ) | $ | (7,148,940 | ) | (2,686,104 | ) | 38 | % | ||||||
Revenue
Revenue decreased by $202,589, or 80%, to $50,156 for the nine months ended September 30, 2024 as compared to $252,820 for the nine months ended September 30, 2023. Beginning in January 2024, we suspended sales of our DISA product in order to update its functionality so it could scale to the needs of our customers. As a result, we only earned $50,231 in revenue from integration, lead generation, and setup fees. We anticipate launching our improved DISA product in the first quarter of 2025. For the nine months ended September 30, 2023, we had 1 paying client who subscribed to 10 DISAs at a selling price of $795 per DISA for one month and another paying client who subscribed to 10 DISAs at a selling price of $800 per DISA for one month for total revenue of $15,950 for the period. Additionally, we earned $236,870 in integration, lead generation, and setup fees, resulting in total revenue of $252,820.
Cost of Revenue
Cost of revenue decreased by $69,968, or 35%, to $130,321 for the nine months ended September 30, 2024 from $200,289 for the nine months ended September 30, 2023, primarily due to the reduction of costs related to the deployment of our DISAs.
Gross profit (loss)
The decrease in our gross profit of $132,621 to a gross loss of $80,090 for the nine months ended September 30, 2024 from a gross profit of $52,531 for the nine months ended September 30, 2023 is primarily attributable to the suspension of DISA sales during the nine months, while our server expenses continued.
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Operating Expenses
| Nine Months Ended | ||||||||||||||||
| September 30, | ||||||||||||||||
| 2024 | 2023 | Change | % | |||||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative expenses | $ | 3,188,266 | $ | 1,155,262 | 2,033,006 | 176 | % | |||||||||
| Salaries and wages | 1,179,038 | 2,324,214 | (1,145,176 | ) | -49 | % | ||||||||||
| Software development and other service providers | 1,339,250 | 1,196,920 | 142,330 | 12 | % | |||||||||||
| Total Operating Expenses | $ | 5,706,554 | $ | 4,676,396 | 1,030,158 | 22 | % | |||||||||
Operating expense increased by $1,030,158 or 22% to $5,076,555 for the nine months ended September 30, 2024 from $4,676,396 for the nine months ended September 30, 2023. This increase is primarily due to the increase in general and administrative expenses related to operating a public company and software development costs related to improving our DISA products offset by a reduction in salaries and wages and stock-based compensation expenses paid to employees and service providers.
General and Administrative Expenses increased by $2,033,004 or 176% to $3,188,266 during the nine months ended September 30, 2024 from $1,155,262 during the nine months ended September 30, 2023. The increase is primarily a result of the Company’s increased costs related to being a public company related to insurance, professional fees, and investor relations.
Salaries and wages expense decreased by $1,451.176, or 49%, to $1.179.038 for the nine months ended September 30, 2024 from $2,324,214 for the nine months ended September 30, 2023, due to a reduction in staff in 2024 and a reduction in stock based compensation paid.
Research and development and other service providers expense increased by $142,330, or 12%, to $1,339,250 for the nine months ended September 30, 2024 from $1,196,920 for the nine months ended September 30, 2023, primarily related to accelerated investments in developing our next-generation AI-powered virtual agent platform. We are also incurring considerable data labeling expenses as we scale out language model training across multiple domains, industries and languages, which is essential for our virtual agents to provide highly contextualized and personalized customer experiences. Finally, we are developing advanced multimodal AI capabilities that we anticipate will intelligently interpret voice and text during customer interactions.
Total other income (expense)
During the nine months ended September 30, 2024, we had other expense of $4,048,400, which consisted of other income of $76,943, a change in fair value of derivative liabilities of $115,296, a loss on the settlement of debt of $3,824,936 and interest expense of $415,703.
Comparison of the three months ended September 30, 2024 to the three months ended September 30, 2023
The following tables set forth selected consolidated statements of operations data and such data as a percentage of total revenues for each of the periods indicated:
| Three Months Ended | ||||||||||||||||
| September 30, | ||||||||||||||||
| 2024 | 2023 | Change | % | |||||||||||||
| Revenues | $ | 50,156 | $ | 9,620 | 40,536 | 421 | % | |||||||||
| Cost of revenue | 74,062 | 16,920 | 57,142 | 338 | % | |||||||||||
| Gross profit (loss) | (23,906 | ) | (7,300 | ) | (16,606 | ) | 227 | % | ||||||||
| Operating costs and expenses: | ||||||||||||||||
| Operating expense | 1,307,101 | 964,001 | 343,100 | 36 | % | |||||||||||
| Other income (expenses) | 325 | (836,819 | ) | 837,144 | -100 | % | ||||||||||
| Net loss | $ | (1,330,682 | ) | $ | (1,808,120 | ) | 477,438 | -26 | % | |||||||
Revenue increased by $40,536, or 421%, to $50,156 for the three months ended September 30, 2024 as compared to $9,620 for the three months ended September 30, 2023. The increase was primarily due to the sale of advisory services. Beginning in January 2024, we suspended sales of our DISA product in order to update its functionality so it could scale to the needs of our customers. We anticipate launching our improved DISA product in the first quarter of 2025.
Cost of Revenue
Cost of revenue increased by $57,142, or 338%, to $74,062 for the three months ended September 30, 2024 from $16,920 for the three months ended September 30, 2023, primarily due to increased cost of our cloud hosting platform.
Gross Loss
The increase in our gross loss of $16,606 to a gross loss of $23,906 for the three months ended September 30, 2024 from a gross loss of $7,300 for the three months ended September 30, 2023 is primarily attributable to the increased costs of our cloud server expenses.
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Operating Expenses
| Three Months Ended | ||||||||||||||||
| September 30, | ||||||||||||||||
| 2024 | 2023 | Change | % | |||||||||||||
| Operating Expenses | ||||||||||||||||
| General and administrative expenses | $ | 740,010 | $ | 383,555 | 356,455 | 93 | % | |||||||||
| Salaries and wages | 349,731 | 440,688 | (90,957 | ) | -21 | % | ||||||||||
| Software development and other service providers | 217,360 | 139,758 | 77,602 | 56 | % | |||||||||||
| Total Operating Expenses | $ | 1,307,101 | $ | 964,001 | 343,100 | 36 | % | |||||||||
Operating expense increased by $343,100 or 36% to $1,307,101 for the three months ended September 30, 2024 from $964,001 for the three months ended September 30, 2023 primarily due to the increase in general and administrative expenses related to operating a public company and software development costs related to improving our DISA products offset by a reduction in salaries and wages and stock based compensation expenses paid to employees and service providers.
General and Administrative Expenses increased by $356,455 or 93% to $740,010 during the three months ended September 30, 2024 from $383,555 during the three months ended September 30, 2023. The increase is primarily a result of the Company’s increased costs related to being a public company related to insurance, professional fees, and investor relations.
Salaries and wages expense decreased by $90,957, or 21%, to $349,731 for the three months ended September 30, 2024 from $440,688 for the three months ended September 30, 2023, due to a reduction in staff in 2024 and a reduction in stock based compensation paid.
Research and development and other service providers expense increased by $77,602, or 56%, to $217,360 for the three months ended September 30, 2024 from $139,758 for the three months ended September 30, 2023, primarily related to an increase in software development costs related to improving our DISA products.
Total other income (expense)
During the three months ended September 30, 2024, we had other income of $325, which consisted of dividend income of $,1875 and interest expense of $1,550.
Liquidity and Capital Resources
The following table provides selected financial data about us as of September 30, 2024 and December 31, 2023
| September 30, | December 31, | |||||||||||||||
| 2024 | 2023 | Change | % | |||||||||||||
| Current assets | $ | 209,583 | $ | 12,770 | $ | 196,813 | 1541 | % | ||||||||
| Current liabilities | $ | 2,329,828 | $ | 7,894,129 | $ | (5,564,301 | ) | -70 | % | |||||||
| Working capital (deficiency) | $ | (2,120,245 | ) | $ | (7,881,359 | ) | $ | 5761,114 | -73 | % | ||||||
Current assets increased by $196,813, or 1,541%, to $209,583 as of September 30, 2024 from $12,770 as of December 31, 2023. The increase was primarily attributable to the sale of 1,400,000 units, comprised of 1,400,000 shares of common stock, Series A Warrants and Series B Warrants in our initial public offering at $4.25 per unit, for gross proceeds of $5,950,000 before underwriter fees and discounts offset by operating expenses.
Current liabilities decreased by $5,564,301, or 70%, to $2,329,828 as of September 30, 2024 from $7,894,129 as of December 31, 2023. The decrease was primarily attributable to conversion and settlement of approximately $3.7 million in convertible notes and associated $1.9 million in derivative liabilities, and the settlement of other trade liabilities subsequent to our initial public offering.
We believe we will not have sufficient cash on hand to support our operations for at least 12 months. As of September 30, 2024, we had a working capital deficiency of $2,038,342 and total cash of $1,344. As discussed below, this condition and other factors raise substantial doubt regarding our ability to continue as a going concern.
We intend to generally rely on cash from operations and equity and debt offerings to the extent necessary and available, to satisfy our liquidity needs. There are several factors that could result in the need to raise additional funds, including a decline in revenue, a lack of anticipated sales growth and increased costs. Our efforts are directed toward generating positive cash flow and, ultimately, profitability. As our efforts during our fiscal 2023 and the nine months ended September 30, 2024 have not generated positive cash flows, we will need to raise additional capital. Should capital not be available to us at reasonable terms, other actions will become necessary, including implementing cost control measures and additional efforts to increase sales. We may also be required to take more strategic actions such as exploring strategic options for the sale of our company, the creation of joint ventures or strategic alliances under which we will pursue business opportunities, or other alternatives.
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Cash Flow
| Nine Months ended September 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| Cash provided by / (used in) operating activities | $ | (5,289,085 | ) | $ | (2,271,260 | ) | $ | (3,017,825 | ) | |||
| Cash provided by / (used in) investing activities | $ | (2,131 | ) | $ | - | $ | (2,131 | ) | ||||
| Cash provided by / (used in) financing activities | $ | 5,290,432 | $ | 1,605,167 | $ | 3,685,265 | ||||||
| Cash on hand | $ | 1,216 | $ | 31,533 | $ | (30,317 | ) | |||||
Cash Flow from Operating Activities
Nine months ended September 30, 2024 and 2023
For the nine months ended September 30, 2024 and 2023, we did not generate positive cash flows from operating activities. for the nine months ended September 30, 2024, net cash flows used in operating activities was $5,289,085 compared to $2,271,260 during the nine months ended September 30, 2023.
Cash flows used in operating activities for the nine months ended September 30, 2024 was comprised of a net loss of $9,835,044, which was reduced by non-cash expenses of $4,118,695 for stock-based compensation, depreciation and amortization, convertible notes default penalties, change in fair value of derivative liabilities, loss on settlement of debts and offset by write-offs of accounts payable, and net change in working capital of $347,264.
For the nine months ended September 30, 2023, net cash flows used in operating activities was $2,271,260. During the nine months ended September 30, 2023, we had a net loss of $7,148,940, which was reduced by non-cash expenses of $4,006,006 for stock-based compensation, depreciation and amortization, convertible notes default penalties, and change in fair value of derivative liabilities, and net change in working capital of $871,674.
Cash Flows from Investing Activities
During the nine months ended September 30, 2024, cash used by investing activities of $2,131 included $2,131 for the purchase of computer equipment. During the nine months ended September 30, 2023 cash used in investing activities was $0.
Cash Flows from Financing Activities
During the nine months ended September 30, 2024, cash provided by financing activities of $5,290,432 included $5,372,787 from the sales of common stock units, $605,000 from the sale of 605 Preferred B shares, and $30,000 from the issuance of note payable, $82,121 from the exercise of warrant and $883 from proceeds from related party and was offset by deferred offering costs of $24,375 and the repayment of notes payable of $55,000 and convertible notes payable of $802,984. During the nine months ended September 30, 2023, net cash provided by financing activities of $1,605,167 included proceeds of $905,000 from the sale of 905 Preferred B shares and proceeds from convertible notes payable of $800,000 and was offset by deferred offering costs of $49,833 and the payment of debt offering costs of $50,000.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.
Going Concern
The accompanying financial statements of the Company are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued.
In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), the Company’s management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying financial statements are issued.
Critical Accounting Policies
Our accounting policies are more fully described in our unaudited financial statements. The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on our best knowledge of current and anticipated events, actual results could differ from the estimates.
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We have identified the following accounting policies as those that require significant judgments, assumptions and estimates and that have a significant impact on our financial condition and results of operations. These policies are considered critical because they may result in fluctuations in our reported results from period to period, due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as appropriate based on changing conditions.
Fair Value of Financial Instruments. The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.
The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.
The three tiers are defined as follows:
| ● | Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets; |
| ● | Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and |
| ● | Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions. |
The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.
Derivative Liabilities. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “Distinguishing Liabilities from Equity” and FASB ASC Topic No. 815, (“ASC 815”) “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations (other income/expense) as change in fair value of derivative liabilities. The Company uses a binomial pricing model to determine fair value of these instruments.
Beneficial Conversion Features. For instruments that are not considered liabilities under ASC 480 or ASC 815, the Company applies ASC 470-20 to convertible securities with beneficial conversion features that must be settled in stock. ASC 470-20 requires that the beneficial conversion feature be valued at the commitment date as the difference between the effective conversion price and the fair market value of the common stock (whereby the conversion price is lower than the fair market value) into which the security is convertible, multiplied by the number of shares into which the security is convertible limited to the amount of the loan. This amount is recorded as a debt discount and amortized to interest expense in the Consolidated Statements of Operations.
Debt Discount. For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.
Research and Development. The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).
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Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.
Stock-based Compensation. The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.
The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options.
The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.
When determining fair value, the Company considers the following assumptions in the Black-Scholes model:
| ● | Exercise price, | |
| ● | Expected dividends, | |
| ● | Expected volatility, | |
| ● | Risk-free interest rate; and | |
| ● | Expected life of option |
Recent Accounting Standards. Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found the following recent accounting pronouncements issued, but not yet effective accounting pronouncements, are not expected to have a material impact on the financial statements of the Company.
In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year.
We do not expect the adoption of this pronouncement will have a material effect on our financial statements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
As a public company, we will be subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting.
We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our management has deemed certain conditions to be material weaknesses and significant deficiencies in our internal controls. For example, we failed to employ a sufficient number of staff to maintain optimal segregation of duties and to provide optimal levels of oversight and we rely upon a third-party accounting firm to assist us with generally accepted in the United States of America (“GAAP”) compliance. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff. However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.
Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business, including increased complexity resulting from our international expansion. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our common stock.
We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K. Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.
The Company received a letter dated August 28, 2023, from an attorney hired on behalf of a former employee of the Company. This former employee offered her resignation, which was accepted on July 12, 2023. This letter contains allegations that the former employee was sexually harassed and terminated wrongfully by the Company. The Company is of the opinion that allegations in this letter lack merit. The former employee recently filed a charge with the Equal Employment Opportunity Commission and the Fair Employment Practices Agencies (EEOC/FEPA) alleging discrimination based on sex and retaliation, among other specific allegations including disparate impact/intent and/or treatment and discrimination/harassment/retaliation based on being a female. She also claims she was subjected to a sexually hostile environment. The Company has reported this matter to its insurance carrier and outside counsel has been engaged. The Company’s counsel filed a position statement with the EEOC in response to the filed charge. On December 9, 2024, the EEOC issued a Determination and Notice of Rights in which the EEOC dismissed all charges and stated the former employee has 90 days from the receipt of the Notice to file a lawsuit in state or federal court. The Company denies liability and intends to continue to vigorously defend any action that might subsequently be brought, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses.
ProofPositive LLC (“ProofPositive”) commenced an arbitration (“Arbitration”) before the American Arbitration Association (“AAA”) against the Company, Brian Podolak and his wife (under a pseudonym) (“Respondents”) on or about May 31, 2024. In the Arbitration, ProofPositive asserted a number of claims, including claims under the Arizona Securities Act, arising from Respondents’ alleged failure to pay sums purportedly due under a loan agreement and promissory note, an addendum and consulting agreement.
The Respondents filed their answer to the demand for Arbitration on July 1, 2024, in which they denied the material allegations contained in the demand for Arbitration and asserted affirmative defenses. Also, on July 1, 2024, the Company and Mr. Podolak moved to dismiss the Arbitration on the grounds that ProofPositive failed to satisfy certain conditions precedent to its right to demand arbitration, and on the ground that the AAA has no jurisdiction over the dispute at issue in the Arbitration.
Item 1A. Risk Factors.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
You should carefully consider the risk factors discussed in our Annual Report on Form 10-K under the heading “Part I, Item 1A. Risk Factors,” which risks could materially affect our business, financial condition or future results. Such risks are not the only risks facing the Company. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may have a material adverse effect on our business, financial condition and future results or enhance the adverse impact of the risks known to us.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5.
Subsequent Events
[*]
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Item 6. Exhibits.
Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| VOCODIA HOLDINGS CORP | ||
| Date: January 13, 2025 | By: | /s/ Brian Podolak |
| Brian Podolak | ||
| Chief Executive Officer | ||
| (Principal Executive Officer, Principal Financial and Accounting Officer) | ||
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