Vocodia Holdings Corp 8-K

What Happened

• Vocodia Holdings Corp (VHAI) announced on December 23, 2025 that it entered a Forbearance and Warrant Exchange Agreement with Eleven 11 Management LLC addressing defaults under its Senior Secured Convertible Promissory Note dated May 13, 2025. The Investor agreed to forbear from exercising remedies for specific defaults (including SEC reporting delinquencies) provided Vocodia becomes fully current in its SEC reporting within 30 days of the Agreement’s effective date. Interest will accrue at the non-default rate during the forbearance, and the Investor will not charge Monitoring Fees or pursue collection actions against collateral during the forbearance period.

Key Details

• Date of agreement: December 23, 2025; related note dated May 13, 2025.
• Warrant surrendered/canceled: one Common Share Purchase Warrant for 611,111,111 Warrant Shares.
• Consideration: Outstanding balance under the Loan Documents increased by $385,000 as consideration for the warrant cancellation.
• Prior balance due (as of the effective date): $1,106,814.81; implied new outstanding balance after increase: $1,491,814.81.
• The exchange was effected under the Section 3(a)(9) exemption from registration.
• The Agreement includes a waiver permanently releasing the Company from covenants restricting use of proceeds for cryptocurrency and digital-asset transactions.

Why It Matters

• The agreement temporarily prevents the lender from taking immediate enforcement actions, giving Vocodia time (30 days) to cure SEC reporting delinquencies and avoid default remedies.
• Cancellation of a large warrant reduces potential future equity dilution but increased the company’s reported debt by $385,000, raising the total owed to roughly $1.49 million.
• The permanent waiver of cryptocurrency-related covenants changes restrictions on how the Company may use proceeds, which may affect business strategy and risk exposure.
• Investors should note the tradeoff: short-term relief from creditor action versus higher outstanding indebtedness and changed contractual limits on use of funds.