UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~December~~Act ~~23,~~of ~~2025~~1934

~~VOCODIA~~Date ~~HOLDINGS~~of ~~CORP.~~ Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported): inNovember ~~its~~26, ~~charter)~~2025

Wyoming		001-41963		86-2473253
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

VOCODIA HOLDINGS CORP.

~~7781NW~~(Exact ~~Beacon~~name ~~Square~~of ~~Blvd.~~registrant ~~Unit~~as ~~102-V64~~specified ~~Boca~~in ~~Raton~~its ~~Florida 33487~~charter)

Nevada

001-41481

86-2473253

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

(Address of principal executive offices) (Zip Code)

7781NW Beacon Square Blvd. Unit 102-V64 Boca Raton Florida 33487

Registrant’s telephone number, including area code: (561) 826-2140

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		VHAI		~~OTC Markets~~OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 175 of the Securities Act of 1933 (§230.175 of this chapter) or Rule 405 of the Securities Exchange Act of 1934 (§240.405 of this chapter).

Emerging growth company ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

On ~~December~~January 2313, ~~2025~~2026 (the “Effective Date”), Vocodia Holdings Corp (“Vocodia” or the “Company”) entered into a ~~Forbearance~~Securities Purchase and ~~Warrant~~Share Exchange Agreement (the “Agreement”) with ~~Eleven~~WEB3 11REX ~~Management~~INC, ~~LLC~~a ~~(the~~Wyoming corporation (“~~Investor~~WEB3 REX”)., ~~The~~and ~~Agreement~~the ~~addresses~~shareholders ~~certain events~~ of ~~default~~WEB3 ~~under~~REX ~~the Company’s existing Senior Secured Convertible Promissory Note dated May 13, 2025, and related agreements~~ (the “~~Loan Documents~~Sellers”).

~~Pursuant~~The Transaction Pursuant to the Agreement, ~~the~~Vocodia ~~Investor has~~ agreed to ~~forbear~~acquire ~~from~~fifty-one ~~exercising~~percent ~~its~~(51%) ~~rights~~of ~~and remedies with respect to specific existing defaults, including~~ the ~~Company’s~~issued ~~failure~~and tooutstanding ~~remain~~capital ~~current with its SEC reporting obligations. The forbearance is conditioned upon the Company~~stock ~~becoming~~of ~~fully~~WEB3 ~~current~~REX ~~in its SEC reporting obligations within thirty~~ (~~30) days following~~ the ~~effective~~“Subject ~~date~~Shares”) offrom the ~~Agreement~~Sellers. ~~During the~~WEB3 ~~forbearance~~REX ~~period,~~owns ~~interest~~and ~~will~~operates ~~accrue~~proprietary atdata ~~the~~privacy ~~non-default~~software ~~rate,~~ and ~~the Investor will not charge Monitoring Fees or initiate collection~~intellectual ~~actions~~property ~~against~~known as the ~~collateral~~“WEB3 ~~securing~~REX” ~~the Note~~platform.

InConsideration ~~connection~~In ~~with~~consideration ~~the forbearance, the Agreement effectuates a securities exchange under Section 3(a)(9) of the Securities Act of 1933, which provides an exemption from registration~~ for ~~securities exchanged by~~ the ~~issuer~~Subject with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The Investor has surrendered and the Company has canceled a Common Share Purchase Warrant issued on May 13, 2025, for 611,111,111 Warrant Shares~~. As consideration for the surrender and cancellation of the Warrant~~, ~~the~~Vocodia ~~Outstanding~~agreed ~~Balance~~to ~~under~~issue the ~~Loan~~following ~~Documents~~securities ~~is increased by $385~~(collectively,~~000.~~ ~~Prior to~~ the ~~Agreement~~“Exchange ~~the balance due under the Loan Documents as of the Effective Date, including principal, interest, penalties, fees and all~~Shares”) ~~other amounts due pursuant~~ to the ~~terms~~Sellers ofor ~~the~~their ~~Loan Documents was $1,106,814.81~~designees:

~~The Agreement~~1. ~~also~~Series ~~includes~~C aConvertible ~~waiver~~Preferred Stock: 5,000 shares. Each 100 shares of ~~certain~~Series ~~covenants~~C ~~related~~Convertible toPreferred ~~cryptocurrency~~Stock ~~and~~is ~~digital-asset~~convertible ~~transactions,~~into ~~permanently~~1% ~~releasing the~~of ~~Company~~Vocodia’s ~~from~~fully ~~obligations~~diluted ~~regarding~~common ~~the~~stock, ~~use~~representing a total of ~~proceeds~~50% ~~for~~equity, ~~such~~subject ~~transactions~~to weighted average anti-dilution protection.

~~This summary~~2. isSeries ~~qualified~~A inSuper-Voting ~~its~~Preferred ~~entirety~~Stock: by2,000,000 ~~reference~~shares to ~~the~~be ~~full~~issued ~~text~~personally ofto ~~the~~Jason ~~Forbearance~~Melo. ~~and~~These ~~Warrant~~shares ~~Exchange~~carry ~~Agreement~~10,000 avotes ~~copy~~per ~~of which is filed as Exhibit 10~~share.~~1 hereto and incorporated herein by reference.~~

~~Item~~The ~~9.01~~Parties ~~Financial~~acknowledged ~~Statements~~that the issuance of the Series A Super-Voting Preferred Stock does not constitute a “Change of Control” of Vocodia, as the existing Series A Preferred Stockholders (Brian Podolak and ~~Exhibits~~James Sposato) retain aggregate majority voting control.

Conditions to Closing The Closing of the transaction is subject to customary conditions, including the delivery of WEB3 REX’s audited financial statements for the two most recent fiscal years, prepared by a Public Company Accounting Oversight Board (d“PCAOB”) ~~Exhibits~~registered firm. The Closing is scheduled to occur no later than three business days following the satisfaction of the closing conditions.

Exhibit No.		Description
10.1		Forbearance and Warrant Exchange Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Closing has not occurred by April 30, 2026 (the “Outside Date”), either party may terminate the Agreement, provided that the Outside Date may be automatically extended to June 29, 2026, if the auditors confirm they are proceeding in good faith to complete the PCAOB audit.

Management Changes As a condition to the Sellers’ obligation to close, Jason Melo shall be appointed as the Chief Executive Officer (CEO) and a Director of Vocodia.

Covenants and Clawback Vocodia has covenanted to use commercially reasonable efforts to raise $3,000,000 in gross proceeds within twelve (12) months following the Closing. If this financing is not completed within the 12-month period:

	●	The 51% interest in WEB3 REX will revert to the Sellers;
	●	All Series C and Series A Preferred Stock issued to the Sellers will be cancelled; and
	●	Jason Melo will resign from all positions at Vocodia.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Pursuant to the Agreement, the Company agreed to issue 5,000 shares of Series C Convertible Preferred Stock and 2,000,000 shares of Series A Super-Voting Preferred Stock to the Sellers (the “Securities”). The issuance of the Securities will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering.

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 hereunto duly authorized.

	VOCODIA HOLDINGS CORP.
Date: January 13, 2026
	By:	/s/ Brian Podolak
Date: December 30, 2025	Name:	Brian Podolak
	Name:	Brian Podolak
	Title:	Chief Executive Officer

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