SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2024
VOCODIA HOLDINGS CORP
(Exact name of the registrant as specified in its charter)
| Wyoming | | 001-41963 | | 86-3519415 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer 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 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 | | 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 3, 2024, Vocodia Holdings Corp. (the “Company”) received a letter from the Listing Qualifications Department of The Cboe BZX Exchange, Inc. (“Cboe BZX”) notifying the Company that its Common Stock did not maintain a minimum bid price of $1.00 over 30 consecutive business days as required by Cboe BZX Listing Rule 14.9(e)(1)(B) (the “Minimum Bid Price Requirement”). The receipt of the Cboe notification letter does not result in the immediate delisting of the Company’s Common Stock from the Cboe BZX and has no immediate effect on the listing or trading of the Company’s Common Stock or Warrants on the Cboe BZX, under the symbols “VHAI,” “VHAI+A,” and “VHAI+B.” This determination starts a 180-day period ending on October 28, 2024, for the Company to comply with the Minimum Bid Price Requirement. If at any time before October 28, 2024, the closing bid price of the Company's Common Stock is at least $1.00 for a minimum of 10 consecutive business days, unless the Cboe BZX exercises its discretion to extend this 10 day period, the Company will be deemed to have regained compliance with the Minimum Bid Price Requirement, following which, Cboe BZX will provide a written confirmation of compliance and the matter will be closed.
The Company intends to closely monitor the closing bid price of the Common Stock and consider all available options to remedy the bid price deficiency, but no decision regarding any action has yet been made.
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: May 3, 2024 | By: | /s/ Brian Podolak |
| | | Brian Podolak |
| | | Chief Executive Officer |
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