8-K - VHAI - Equibles

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported): March28, 2024

VOCODIA HOLDINGS CORP

(Exact name of the registrant as specified in its charter)

Wyoming	001-41963	86-3519415
(State or other jurisdiction of<br><br>incorporation)	(Commission File Number)	(IRS Employer<br><br> <br>Identification No.)

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

(Address of principle executive offices) (Zip code)

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

Not applicable

(Former name or address if changed since last report)

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

☐	Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14A-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14D-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Common Stock	VHAI	Cboe BZX Exchange
Series A Warrants	VHAI+A	Cboe BZX Exchange
Series B Warrants	VHAI+B	Cboe BZX Exchange

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

Emerging growth company ☒

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

Item 7.01 Regulation FD Disclosure

On March 26, 2024, Vocodia Holdings Corp. (the “Company” or “Vocodia”) issued a press release announcing that the Company’s senior management team invested in Vocodia’s Initial Public Offering (“IPO”) that was completed on February 26, 2024. A Subsequent correction was issued on March 27, 2024.

On March 28, 2024, the Company issued a press release announcing that it has signed an agreement with a utility services company to launch a pilot program for third party verification to switch energy providers. Vocodia’s solutions can automate this labor intensive function by deploying its scalable enterprise-level AI that uses multiple Digital Intelligent Sales Agents (DISAs) to deliver a human-like conversation between machine and human in over 50 languages.

A copy of the above-mentioned press releases with the correction incorporated dated March 27th and the press release dated March 28th are attached herewith as Exhibit 99.1 and 99.2, respectively.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD. The Company uses, and will continue to use, its website, press releases, and various social media channels, including its Twitter account (https://twitter.com/TheVocodia/), its LinkedIn account (https://www.linkedin.com/company/vocodia), its Facebook account (https://www.facebook.com/vocodiagroup/), its Instagram account (https://www.instagram.com/vocodiaholdings), and its YouTube account (https://www.youtube.com/@vocodia), as additional means of disclosing public information to investors, the media and others interested in the Company. It is possible that certain information that the Company posts on its website, disseminated in press releases and on social media could be deemed to be material information, and the Company encourages investors, the media and others interested in the Company to review the business and financial information that the Company posts on its website, disseminates in press releases and on the social media channels identified above, as such information could be deemed as material information.

The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1 and 99.2, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed with this report:

Exhibit
Number	Description<br> of Document
99.1	Press<br> Release Announcing IPO Participation dated March 27, 2024
99.2	Press Release Announcing Pilot Program dated March 28, 2024

SIGNATURES

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

	VOCODIA HOLDINGS CORP.
Date: March 28, 2024	By:	/s/ Brian Podolak
		Brian Podolak
		Chief Executive Officer

Exhibit 99.1

CORRECTION - Vocodia Announces Founder and ManagementTeam Investments in Company IPO

In a release issued under the same headline yesterday, March 26^th^, please note that the date of Vocodia’s IPO completion should be February 26^th^, not February 22^nd^, as previously stated. The corrected release follows:

CHICAGO, March 27, 2024 -- Vocodia Holdings Corp. (CBOE: VHAI) (“Vocodia” or the “Company”), an AI software company that builds practical AI functions, today announced that the Company’s senior management team invested in Vocodia’s Initial Public Offering (“IPO”) that was completed on February 26, 2024.

Brian Podolak, Co-Founder, Chief Executive Officer and Director of Vocodia, invested $400,000 through the purchase of 94,117 units of the IPO. James Sposato, Co-Founder, Chief Technology Officer and Director, and Scott Silverman, Chief Financial Officer, also participated in the IPO. All units were purchased at the offering price of $4.25.

Mr. Podolak commented, “The team and I are proud to demonstrate our strong belief in Vocodia’s future growth by participating alongside our investors in the Company’s IPO.”

Following the IPO, Mr. Podolak and Mr. Sposato each hold approximately 1.1 million shares of Vocodia’s common stock and Mr. Silverman holds approximately 131,000 shares.

A true pioneer in the field, Vocodia’s proprietary AI boasts dedicated phone switches capable of handling 20,000 calls simultaneously, eradicating hold times and propelling the client company into a new era of efficiency and customer satisfaction.

About Vocodia Holdings Corp.

Vocodia is an AI software company that build 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. Vocodia is a conversational AI software developer and provider that offers scalable enterprise-level AI sales and customer service solutions which allow for AI sales representatives to reduce human labor costs and responsibilities while increasing the reach and efficacy of human-led, purposeful, agenda driven and conversational communications. Vocodia deliver its patent pending conversational AI software in the form of Digital Intelligent Sales Agents (the “DISAs”), which are built with AI software programmed to sound and feel human and to perform business tasks that require humans to converse with one another effectively, and thus to provide the best representation for each of its customers’ businesses. For more information, please visit: www.vocodia.com

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” strategy,” “future,” “likely,” “may,”, “should,” “will” and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risks and uncertainties more fully in the section captioned “Risk Factors” in the Company’s Registration Statement on Form S-1 related to the public offering (SEC File No. File No. 333-269489) and other reports we file with the SEC. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, our actual results may differ materially from the expected results discussed in the forward-looking statements contained in this press release. Forward-looking statements contained in this announcement are made as of this date, and undertake no duty to update such information except as required under applicable law.

Contact:

Jeff Ramson

PCG Advisory

646-863-6893

jramson@pcgadvisory.com

Exhibit 99.2

Vocodia Launches Pilot Program with Major UtilityProvider

-Company’s Conversational AI to Provide3^rd^ Party Verification for Switching Energy Providers-

CHICAGO, March 28, 2024 — Vocodia Holdings Corp. (CBOE: VHAI) (“Vocodia” or the “Company”), an AI software company that builds practical AI functions, today announced that it has signed an agreement with a large utility services company to launch a pilot program for third party verification to switch energy providers.

Vocodia’s solutions can automate this labor intensive function by deploying its scalable enterprise-level AI that uses multiple Digital Intelligent Sales Agents (DISAs) to deliver a human-like conversation between machine and human in over 50 languages.

Brian Podolak, Founder and CEO of Vocodia, commented, “Third party verification requirements are expensive to fulfill and ripe for disruption from Vocodia’s practical AI functions. This is a huge industry that needs streamlining and as call center experts with many years of experience, we know just how to do that. This pilot is with an energy provider that has over 1 million customer connections, and others in the industry are watching closely. We’re confident that our proprietary solution will exceed expectations and reduce costs for our potential customers in this large vertical.”