Vocodia Holdings Corp 8-K

What Happened
Vocodia Holdings Corp (VHAI) announced on January 13, 2026 that it entered into a Securities Purchase and Share Exchange Agreement to acquire 51% of the issued and outstanding capital stock of WEB3 REX Inc., which owns the proprietary "WEB3 REX" data privacy software and related IP. In exchange, Vocodia will issue preferred securities (the "Exchange Shares") to the sellers, including 5,000 shares of Series C Convertible Preferred Stock and 2,000,000 shares of Series A Super-Voting Preferred Stock to be issued personally to Jason Melo. As a condition to the sellers’ obligation to close, Jason Melo is to be appointed CEO and a director of Vocodia. The transaction closing is subject to customary conditions, including delivery of WEB3 REX’s audited financial statements (two most recent years) prepared by a PCAOB-registered firm.

Key Details

• Effective date of the agreement: January 13, 2026.
• Target: 51% of WEB3 REX’s issued and outstanding stock.
• Consideration: 5,000 Series C Convertible Preferred shares (100 Series C = 1% of fully diluted common stock; the 5,000 shares equate to 50% on that conversion basis, subject to weighted-average anti-dilution) and 2,000,000 Series A Super-Voting Preferred shares to Jason Melo (10,000 votes per share).
• Closing conditions and timing: Closing occurs no later than three business days after conditions are satisfied; Outside Date April 30, 2026 (may extend automatically to June 29, 2026 if auditors are proceeding in good faith).
• Financing covenant/clawback: Vocodia must use commercially reasonable efforts to raise $3.0 million within 12 months after closing; failure to do so will revert the 51% interest to the sellers, cancel the issued Series C and Series A Preferred shares, and require Jason Melo’s resignation.
• The filing also reports the unregistered issuance of the Exchange Shares (Item 3.02).

Why It Matters
This agreement would give Vocodia a controlling economic interest (51%) in WEB3 REX’s data-privacy platform and introduces significant preferred-stock-based consideration that could materially affect Vocodia’s capital structure and voting dynamics (notably a large block of super-voting preferred stock issued to the incoming CEO). The deal remains conditional on audited financials and a required $3.0 million financing post-closing — failure to meet those conditions triggers reversal and cancellation provisions, so the transaction is not guaranteed to close. Investors should watch for completion of the PCAOB audit, any announced closing, the $3.0M financing progress, and subsequent disclosures about share issuance and potential dilution.