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): January 8, 2025
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 | N/A | ||
| Series A Warrants | VHAIW | N/A | ||
| Series B Warrants | VHAIBW | N/A |
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 5.02 Departure of Certain Officers; Appointment of Certain Officers
On January 8, 2025, Ned Siegel notified the Board of Directors (“Board”) of Vocodia Holdings Corp. (the “Company”) of his resignation as a director of the Company and member of each committee of the Board, effective January 8, 2025. Mr. Siegel’s resignation was not the result of any disputes or disagreements with the Company or the Company’s Board of Directors on any matter relating to the operations, policies or practices of the Company.
Item 8.01 Other Events
On January 8, 2025, the Board unanimously agreed that the Company would no longer consolidate their earnings with its subsidiaries Vocodia JV, Inc., a Delaware corporation, and Vocodia FL, LLC, a Florida limited liability company (together, the “Subsidiaries”). The Subsidiaries have not previously had, nor do they currently have any operations.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this report:
| Exhibit Number | Description of Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: January 13, 2025 | By: | /s/ Brian Podolak |
| Brian Podolak | ||
| Chief Executive Officer | ||
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