VHAI Vocodia Holdings Corp

 

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): September 16, 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		N/A
Series A Warrants		VHAIIW		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 1.01 Entry into a Material Definitive Agreement.

 

The information set forth in Item 5.02 and 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 1.02 Termination of a Material Definitive Agreement.

As reported on Form 8-K filed with the SEC on August 5, 2024, on August 2, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “Buyers”) for the sale of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”) and Series D Preferred Stock, par value $0.0001 (the “Series D Preferred Stock”). On September 17, 2024, pursuant to section 8 of the SPA, the Buyers and the Company have terminated the SPA and any and all obligations therein for both the Company and the Buyers under the SPA and any related transaction documents.

 

Additionally, given that the Series D Preferred Stock had already been issued to the Buyers pursuant to section 1(b)(i) of the SPA, the Company has exercised its right pursuant to section 9 of the Certificate of Designation of the Series D Preferred Stock and the Board of Directors of the Company has approved the redemption of all of the 20,000 outstanding shares of Series D Preferred Stock for their stated value of $0.0001 per share.

 

Item 5.02 Departure of Certain Officers; Appointment of Certain Officers

 

On September 16, 2024, Scott Silverman resigned from his position as Chief Financial Officer of Vocodia Holdings Corp. (the “Company”). To this end the Company and Mr. Silverman, in his capacity as Chief Executive Officer of Thornhill Advisory Group Inc. (f/k/a EverAsia Financial Group Inc.) (“Thornhill Advisory”), entered into a termination agreement dated September 16, 2024 (the “Termination Agreement”) to terminate the Financial Advisory Services Agreement dated November 2, 2023, as amended on January 7, 2024, between the Company and EverAsia Financial Group Inc.

 

Pursuant to the Termination Agreement, the Company will pay Thornhill Advisory a Termination Payment of $80,000 in four equal installments beginning on October 1, 2024, with each subsequent installment to be paid on the first business day of every subsequent month until the balance has been paid in full (the “Termination Payment”). The Termination Payment will become payable in full within five (5) business days after the receipt of net proceeds (after expenses and applicable taxes) of at least eighty thousand dollars ($80,000) from any public or private placement of Vocodia’s securities or any other capital-raising financing of equity, equity-linked or debt securities of Vocodia. Additionally, the Company has agreed to compensate Thornhill Advisory for its fees and expense due through September 30, 2024, in the amount of $22,000, payable upon the Company’s receipt of net proceeds of at least $75,000 from any public or private placement of Vocodia’s securities or any other capital-raising financing of equity, equity-linked or debt securities of Vocodia or October 15, 2024. Thornhill Advisory and Mr. Silverman have agreed to continue to provide services until the earlier of the Company hiring, engaging or naming a new Chief Financial Officer, or September 30, 2024, as well as assisting with the filing of the Form 10-Q for the period ending September 30, 2024. Mr. Silverman’s resignation as Chief Financial Officer was not because of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices, including accounting principles and practices.

 

The foregoing description of the Termination Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as an exhibit to this report and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
10.1		Termination Agreement dated September 16, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: September 18, 2024	By:	/s/ Brian Podolak
		Brian Podolak
		Chief Executive Officer

 

 

2

 

Exhibit 10.1

 

TERMINATION AGREEMENT

 

This Termination Agreement, dated as of September 11, 2024 (the “Termination Agreement”), between Vocodia Holdings Corp, a Wyoming corporation, having its principal place of business at 36401 Congress Avenue, Suite #160, Boca Raton, Florida 33487 (“Vocodia”), Thornhill Advisory Group, Inc. (f/k/a EverAsia Financial Group), a Florida corporation, having its principal place of business at 8950 SW 74th Ct. Ste 2201-A44, Miami, Florida 33156 (“Thornhill”) and Scott Silverman (“Scott”, and together with Vocodia, the “Parties”, and each, a “Party”).

 

WHEREAS, the Parties have entered into a Financial Advisory Agreement, dated November 2, 2023, as amended on January 7, 2024 (the “Agreement”);

 

WHEREAS, the Parties have agreed that the Agreement is no longer in the best interest of either Party;

 

WHEREAS, the Parties hereto desire to terminate the Agreements on the terms and subject to the conditions set forth herein; and

 

WHEREAS, each Party desires to release and forever discharge the other Parties and their agents, affiliates, servants, employees, heirs, executors, administrators, officers, directors, members, shareholders, privies, insurance carriers, predecessors, parents, subsidiaries, successors and assigns (: Affiliates”) from any and all debts, controversies, claims, demands, damages, actions, causes of action or suits of any kind or nature, including by contract, statute, tort, or otherwise, known or unknown, arising from the Agreement.

 

NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1. Definitions. Capitalized terms used and not defined in this Termination Agreement have the respective meanings assigned to them in the Agreements.

 

2. Termination of the Agreement. Subject to the terms and conditions of this Termination Agreement, the Agreement is hereby terminated as of the date first written above (the “Termination Date”). From and after the Termination Date, the Agreement will be of no further force or effect, and the rights and obligations of each of the Parties thereunder shall terminate, except for (a) any rights and obligations of the Parties that are expressly designated under Section VII, VIII, X, XII, XIV, XVI and VIII of the Advisory Agreement which shall survive the termination of the Agreement and (b) any other rights and obligations of the Parties that come into being or effect upon the termination of the Agreement, in each case under clause (a) and clause (b), subject to the terms and conditions of this Termination Agreement. In addition, for the avoidance of doubt, this Termination Agreement shall have no effect of the Indemnification Agreement between the Parties dated November 28, 2023.

 

 

3. Certain Rights and Obligations.

 

As material consideration for the covenants, agreements, and undertakings of the Parties under this Termination Agreement:

 

(a) Vocodia shall pay Thornhill an amount equal to eighty thousand dollars ($80,000), as an early termination fee (the “Termination Payment”). The Termination Payment will be paid in four equal installments of twenty thousand dollars ($20,000) beginning on October 1, 2024, with the three following installments due on the first of each subsequent month until the full balance of the Termination Payment is satisfied. The Termination Payment will become payable in full within five (5) business days after the receipt of net proceeds (after expenses and applicable taxes) of at least eighty thousand dollars ($80,000) from any public or private placement of Vocodia’s securities or any other capital-raising financing of equity, equity-linked or debt securities of Vocodia (a “Capital Raise”).

 

(b) Vocodia shall pay Thornhill an amount equal to twenty-two thousand dollars ($22,000), as compensation for all fees and expenses due through September 30, 2024 (the “Fees and Expenses Payment”). The Fees and Expenses Payment will be payable immediately upon the earlier of receipt of net proceeds (after expenses and applicable taxes) of at least seventy-five thousand dollars ($75,000) from a Capital Raise or October 15, 2024.

 

(c) Immediately following the full execution of this Termination Agreement, Scott will resign from his position as Chief Financial Officer of Vocodia, as well as any other positions held at Vocodia. However, Thornhill shall continue to provide their Service under the Agreement (the “Transition Services”) through the earlier of September 30, 2024, or until Vocodia names, hires, or engages, a new Chief Financial Officer. Thornhill shall also assist Vocodia in it’s transition to a new Chief Financial Officer and with the filing of its Form 10-Q for the period ended September 30, 2024. For avoidance of doubt, Scott will not be a signatory to the financial statements nor the 10Q, regardless of whether Vocodia has named, hired or engaged a new Chief Financial Officer prior to the filing date of the 10Q. In addition to the Transition Services, Scott further agrees that he will cooperate fully with Vocodia and its counsel with respect to any matter (including litigation, investigations, or governmental proceedings) which relates to matters with which Scott was involved during his services at Vocodia. Such cooperation shall extend beyond September 30, 2024. Scott shall render such cooperation in a timely manner on reasonable notice from Vocodia.

 

(d) The Parties have mutually agreed that the termination contemplated herein as having been by Vocodia, without cause.

 

4. Representations and Warranties. Each Party hereby represents and warrants to the other Party that:

 

(a) It has the full right, corporate power, and authority to enter into this Termination Agreement and to perform its obligations hereunder.

 

 

(b) The execution of this Termination Agreement by the individual whose signature is set forth at the end of this Termination Agreement on behalf of such Party, and the delivery of this Termination Agreement by such Party, have been duly authorized by all necessary corporate action on the part of such Party.

 

(c) This Termination Agreement has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally or the effect of general principles of equity.

 

(d) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THE AGREEMENT AND IN THIS SECTION 5 OF THIS TERMINATION AGREEMENT, (A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY HERETO ACKNOWLEDGES THAT, IN ENTERING INTO THIS TERMINATION AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 4.

 

5. Publicity and Announcements; Non-Disparagement.

 

(a) Neither Party shall (orally or in writing) publicly disclose or issue any press release or make any other public statement, or otherwise communicate with the media, concerning the existence of this Termination Agreement or the subject matter hereof, without the prior written approval of the other Party (which shall not be unreasonably withheld or delayed), except to the extent that such Party (based upon the reasonable advice of counsel) is required to make any public disclosure or filing with respect to the subject matter of this Termination Agreement (i) by applicable law or (ii) pursuant to any rules or regulations of any securities exchange of which the securities of such party or any of its affiliates are listed or traded or (iii) in connection with enforcing its rights under this Termination Agreement.

 

(b) Vocodia will not disparage Thornhill or Scott or their performance or otherwise take any action which could reasonably be expected to adversely affect Thornhill’s or Scott’s personal or professional reputation. Similarly, Thornhill and Scott will not disparage Vocodia or any of its directors, officers, agents or executives or otherwise take any action which could reasonably be expected to adversely affect the personal or professional reputation of Vocodia or any of its directors, officers, agents or employees.The parties hereto acknowledge that they will be irreparably harmed and that there shall be no adequate remedy at law for a violation of any of the covenants or agreements set forth in this Section 5(b). Therefore, it is agreed that, in addition to any other remedies that may be available to the non-breaching party upon any such violation, the non-breaching party shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to it in equity.

 

 

6. Release and Discharge.

 

(a) Each Party hereby unconditionally releases and forever discharges the other Parties and their Affiliates from any and all debts, controversies, claims, demands, damages, actions, causes of action or suits of any kind or nature, including by contract, statute, tort, or otherwise, known or unknown, arising from the Agreement.

 

(b) Thornhill and Scott expressly represent that they have not filed a lawsuit or initiated any other administrative proceeding against Vocodia and that they have not assigned any claim against Vocodia to any other person or entity. Vocodia expressly represents that it has not filed a lawsuit or initiated any other administrative proceeding against Thornhill or Scott and that it has not assigned any claim against Thornhill or Scott to any other person or entity. The Parties further promise not to initiate a lawsuit or to bring any other claim against the other arising out of or in any way related to the Agreement or Scott’s services at Vocodia.

 

7. Miscellaneous.

 

(a) All notices, requests, consents, claims, demands, waivers, summons, and other legal process, and other similar types of communications hereunder (each, a “Notice”) must be in writing and addressed to the relevant Party at the address set forth on the first page of this Termination Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section 7(a)). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the Notice has complied with the requirements of this Section 7(a).

 

(b) This Termination Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Florida, United States of America (including its statutes of limitations).

 

(c) This Termination Agreement and each of the terms and provisions hereof may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.

 

(d) Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Termination Agreement without the prior written consent of the other party. No assignment will relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing will be null and void. This Termination Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

 

 

(e) The Parties drafted this Termination Agreement without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

 

(f) If any term or provision of this Termination Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Termination Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Termination Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

 

(g) This Termination Agreement constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

 

(h) This Termination Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement. Delivery of an executed counterpart of this Termination Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Termination Agreement.

 

 

IN WITNESS WHEREOF, the Parties have executed this Termination Agreement as of the date first written above.

 

	VOCODIA HOLDING CORP.
	By	/s/ Brian Podolak
	Name:	Brian Podolak
	Title:
	THORNHILL ADVISORY GROUP, INC (F/K/A EVERASIA FINANCIAL GROUP, INC)
	By	/s/ Scott Silverman
	Name:	Scott Silverman
	Title:	President and Chief Executive Officer
	SCOTT SILVERMAN
	/s/ Scott Silverman

 

 

6

 

v3.24.3

Cover	Sep. 16, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 16, 2024
Entity File Number	001-41963
Entity Registrant Name	VOCODIA HOLDINGS CORP
Entity Central Index Key	0001880431
Entity Tax Identification Number	86-3519415
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	6401 Congress Avenue
Entity Address, Address Line Two	Suite #160
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33487
City Area Code	561
Local Phone Number	484-5234
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	VHAI
Series A Warrants
Title of 12(b) Security	Series A Warrants
Trading Symbol	VHAIIW
Series B Warrants
Title of 12(b) Security	Series B Warrants
Trading Symbol	VHAIBW

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