A Temporary Hiatus Instructed on VHAI Series B and C Warrant Conversions; Comprehensive Review of Authorized Shares Underway; Paul Taylor Acquires ~28.8% Stake, Appointed Chairman & COOBOCA RATON, Fla., Oct. 07, 2025 (GLOBE NEWSWIRE) -- Vocodia Holdings Corp (OTC: VHAI), a pioneer in AI-driven customer engagement and innovative voice and data solutions, today announced a series of strategic measures and leadership changes designed to fortify its financial structure, enhance governance, and accelerate growth ...

Core Insights - Vocodia Holdings Corp has appointed Paul Taylor as Chairman of the Board and interim Chief Operating Officer, marking a significant leadership change aimed at transforming the company’s strategic direction [1][2][6] - The company is pivoting its Digital Intelligence Sales Agent (DISA) platform to focus on collaborative business, aligning with market trends that predict the AI-driven customer service market will grow to $47 billion by 2030 [1][4][10] Leadership and Strategic Direction - Paul Taylor brings over 30 years of experience in public company turnarounds and operational efficiencies, which will guide Vocodia's transition from a standalone SaaS provider to a high-margin enabler [2][7] - Taylor's leadership will focus on operational restructuring and strategic partnerships to enhance Vocodia's market positioning and drive sustainable revenue growth [9][10] Product and Market Positioning - The DISA platform will be redefined as the foundational "AI plumbing" for collaborative networks, handling both menial and critical customer engagement functions [3][4] - Vocodia aims to capture significant market share in sectors evolving towards AI-powered agent assistance and dynamic call routing, with industry analysts projecting 3-5x valuation multiples from these network-driven models [4][10] Financial Strategy and Operational Restructuring - The company has implemented immediate austerity measures to streamline operations and prioritize AI developments and partnership integrations, demonstrating a commitment to financial stability [5][9] - Vocodia's disciplined approach aims to enhance operational efficiency while pursuing high-growth opportunities within the AI ecosystem [5][9]

```markdown PART I. FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the company's unaudited financial statements, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with their accompanying notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The company's total assets increased slightly from $147,982 at December 31, 2024, to $159,642 at June 30, 2025, driven by a significant increase in non-current digital assets, while current assets decreased substantially and total liabilities more than doubled, leading to a larger shareholders' deficit | Metric | June 30, 2025 | December 31, 2024 | Change | % Change | | :-------------------------- | :------------ | :---------------- | :----- | :------- | | Total Assets | $159,642 | $147,982 | $11,660 | 7.88% | | Current Assets | $5,130 | $128,357 | $(123,227) | -96.00% | | Non-Current Assets | $154,512 | $19,625 | $134,887 | 687.33% | | Total Liabilities | $5,910,110 | $2,363,345 | $3,546,765 | 150.00% | | Shareholders' Deficit | $(5,750,468) | $(2,215,363) | $(3,535,105) | 159.57% | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the six months ended June 30, 2025, the company reported a net loss of **$4.04 million**, a significant improvement from the **$8.50 million** net loss in the prior year period, with revenue seeing a substantial increase, but gross loss widened due to higher cost of sales, while operating expenses decreased significantly and other expenses remained substantial, primarily due to derivative and warrant liabilities | Metric (Six Months Ended June 30) | 2025 | 2024 | Change | % Change | | :-------------------------------- | :------------ | :------------ | :------------ | :------- | | Sales, net | $15,136 | $75 | $15,061 | 20081% | | Cost of sales | $85,939 | $56,259 | $29,680 | 53% | | Gross loss | $(70,803) | $(56,184) | $(14,619) | 26% | | Total Operating Expenses | $812,282 | $4,399,453 | $(3,587,171) | -82% | | Total other expense | $(3,159,700) | $(4,048,725) | $889,025 | -22% | | Net Loss | $(4,042,785) | $(8,504,362) | $4,461,577 | -52% | | Basic and diluted loss per common share | $(0.01) | $(0.07) | $0.06 | -85.71% | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) The company's total stockholders' deficit increased from **$2.22 million** at December 31, 2024, to **$5.75 million** at June 30, 2025, primarily due to the net loss incurred during the period, partially offset by increases in common stock and additional paid-in capital from warrant exercises and debt settlements/conversions - Total stockholders' deficit increased by **$3.54 million** from **$(2.22 million)** at December 31, 2024, to **$(5.75 million)** at June 30, 2025[14](index=14&type=chunk) - Common stock issued and outstanding increased from 300,213,026 shares to 1,256,214,474 shares during the six months ended June 30, 2025[14](index=14&type=chunk) - Issuance of common stock for settlement of debt contributed **$167,798** to equity, and conversion of convertible notes to common stock contributed **$162,492** to equity[14](index=14&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, cash used in operating activities significantly decreased to **$357,158** from **$4.56 million** in the prior year, while investing activities used **$154,177**, primarily for digital asset purchases, and financing activities provided **$511,337**, mainly from convertible notes, a substantial decrease from **$5.19 million** in the prior year which included IPO proceeds | Cash Flow Activity (Six Months Ended June 30) | 2025 | 2024 | Change | | :-------------------------------------------- | :------------ | :------------ | :------------ | | Net cash used in operating activities | $(357,158) | $(4,557,406) | $4,200,248 | | Net cash used in investing activities | $(154,177) | $(2,131) | $(152,046) | | Net cash provided by financing activities | $511,337 | $5,187,384 | $(4,676,047) | | Net decrease in cash | $2 | $627,847 | $(627,845) | | Cash, end of year | $283 | $627,847 | $(627,564) | - Non-cash investing and financing activities for 2025 included **$36,078** for common stock issued for exercise of warrants[18](index=18&type=chunk) - Non-cash investing and financing activities for 2024 included **$1.50 million** for Series C warrants issued and **$7.66 million** for common stock issued for conversion of debt[18](index=18&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the figures presented in the condensed consolidated financial statements [NOTE 1 – ORGANIZATION AND GOING CONCERN](index=10&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20GOING%20CONCERN) Vocodia Holdings Corp, incorporated in Wyoming in 2021, is an AI technology provider, and its financial statements indicate substantial doubt about its ability to continue as a going concern due to a **$4.0 million** net loss and **$0.4 million** cash used in operations for the six months ended June 30, 2025, an accumulated deficit of **$104.7 million**, and negative working capital of **$5.9 million**, with management planning to raise additional funds and/or refinance indebtedness - Vocodia Holdings Corp is a conversational AI technology provider, incorporated April 27, 2021, and acquired IT services provider Click Fish Media, Inc. in 2022[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - Net loss of approximately **$4.0 million** and cash used in operations of approximately **$0.4 million** for the six months ended June 30, 2025[23](index=23&type=chunk) - Accumulated deficit of **$104.7 million** and negative working capital of **$5.9 million** as of June 30, 2025, raising substantial doubt about going concern[23](index=23&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the accounting principles used, including GAAP, basis of consolidation, use of estimates, cash management, property and equipment depreciation, accounts receivable, revenue recognition, fair value measurements, advertising expense policy, share-based compensation, derivative financial instruments, warrants, and the accounting for the May 2025 Convertible Note, with the company operating as an Emerging Growth Company and electing the extended transition period for new accounting standards - Revenues are derived from implementation fees, recurring monthly software-as-a-service (SaaS), and generation/verification of leads[33](index=33&type=chunk) - Fair value measurements for financial instruments are classified using a three-level hierarchy (Level 1: unadjusted quoted prices; Level 2: quoted prices for similar instruments; Level 3: significant unobservable inputs)[34](index=34&type=chunk)[37](index=37&type=chunk) - Derivative financial instruments are initially recorded at fair value and re-valued each reporting date, with changes reported in the statements of operations[40](index=40&type=chunk) - Warrants are classified as liability-classified instruments if they do not meet equity classification criteria, recorded at fair value, with changes recognized

BOCA RATON, Fla., Aug. 12, 2025 (GLOBE NEWSWIRE) -- Vocodia Holdings Corp. (OTC:VHAI), a leading developer of advanced AI-driven voice solutions, has demonstrated its ability to outperform traditional sales teams by helping men’s wellness brand Maxoderm achieve higher revenue per call than its American-based human call center. After evaluating several AI platforms, Maxoderm chose Vocodia for its proven performance in real-world sales environments. The results exceeded expectations, with Vocodia’s digital vo ...

BOCA RATON, Fla., Aug. 06, 2025 (GLOBE NEWSWIRE) -- Vocodia Holdings Corp. (OTC: VHAI), a conversational AI technology company, today announced that is Regulation A offering to raise up to $3 million has been qualified by the Securities and Exchange Commission. The Company expects to begin accepting subscriptions this week. Proceeds from the offering are intended to: Increase the company’s digital asset holdings as part of its growth and diversification strategy. Add new technology to the company’s portfoli ...

PART I. FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of operations, changes in stockholders' deficit, and cash flows, along with comprehensive notes detailing the company's financial position, performance, and significant accounting policies [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The company's balance sheet shows a significant decrease in total assets and an increase in total liabilities from December 31, 2024, to March 31, 2025, resulting in a larger shareholders' deficit Total Assets, Liabilities, and Shareholders' Deficit | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------- | :------------- | :---------------- | | Total Assets | $61,317 | $147,982 | | Total Current Liabilities | $3,281,696 | $2,363,345 | | Total Shareholders' Deficit | $(3,220,379) | $(2,215,363) | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2025, the company reported no sales, a gross loss, and a net loss of $1.17 million, a significant improvement from the $6.95 million net loss in the same period of 2024, primarily due to reduced operating expenses and other expenses Net Loss Comparison | Period | Net Loss | | :--------------------------------- | :------------- | | Three Months Ended March 31, 2025 | $(1,172,814) | | Three Months Ended March 31, 2024 | $(6,945,370) | | **Change** | **$5,772,556 (83% decrease in loss)** | Basic and Diluted Loss Per Common Share | Period | Loss Per Share | | :--------------------------------- | :------------- | | Three Months Ended March 31, 2025 | $(0.00) | | Three Months Ended March 31, 2024 | $(0.37) | Operating Loss Comparison | Period | Operating Loss | | :--------------------------------- | :------------- | | Three Months Ended March 31, 2025 | $(310,923) | | Three Months Ended March 31, 2024 | $(2,822,460) | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) The company's total shareholders' deficit increased from $(2,215,363) at December 31, 2024, to $(3,220,379) at March 31, 2025, primarily due to the net loss incurred during the period, partially offset by common stock issuances for debt settlement Total Shareholders' Deficit | Date | Amount | | :---------------- | :------------- | | December 31, 2024 | $(2,215,363) | | March 31, 2025 | $(3,220,379) | - For the three months ended March 31, 2025, the company issued **101,855,000 shares** of common stock for settlement of debt, valued at **$167,798**[12](index=12&type=chunk) - The net loss for the three months ended March 31, 2025, was **$(1,172,814)**[12](index=12&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the three months ended March 31, 2025, the company used $188,550 in operating activities, a significant reduction from $2,428,570 used in the prior year period. Financing activities provided $189,608, leading to a net increase in cash of $1,058, bringing the ending cash balance to $1,339 Cash Flow from Operating Activities | Period | Cash Flow | | :--------------------------------- | :------------- | | Three Months Ended March 31, 2025 | $(188,550) | | Three Months Ended March 31, 2024 | $(2,428,570) | | **Change** | **$2,240,020 (reduced cash usage)** | Cash Flow from Financing Activities | Period | Cash Flow | | :--------------------------------- | :------------- | | Three Months Ended March 31, 2025 | $189,608 | | Three Months Ended March 31, 2024 | $5,125,428 | | **Change** | **$(4,935,820) (decreased cash provided)** | Ending Cash Balance | Date | Cash | | :---------------- | :----- | | March 31, 2025 | $1,339 | | March 31, 2024 | $2,696,858 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed information on the company's organization, significant accounting policies, financial instruments, equity structure, related party transactions, legal proceedings, and subsequent events, highlighting the company's going concern risk due to recurring losses and negative working capital [NOTE 1 – ORGANIZATION AND GOING CONCERN](index=9&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20GOING%20CONCERN) Vocodia Holdings Corp, incorporated in Wyoming in 2021, is an AI technology provider. The company's ability to continue as a going concern is in substantial doubt due to a net loss of $1.2 million, an accumulated deficit of $101.8 million, and negative working capital of $3.2 million for the three months ended March 31, 2025. Management plans to raise additional funds and/or refinance indebtedness - Vocodia Holdings Corp is a conversational artificial intelligence (AI) technology provider[18](index=18&type=chunk)[124](index=124&type=chunk) - Net Loss (3 months ended March 31, 2025): Approximately **$1.2 million**[21](index=21&type=chunk) - Accumulated Deficit (3 months ended March 31, 2025): **$101.8 million**[21](index=21&type=chunk) - Cash Used in Operations (3 months ended March 31, 2025): Approximately **$0.2 million**[21](index=21&type=chunk) - Negative Working Capital (3 months ended March 31, 2025): **$3.2 million**[21](index=21&type=chunk) - In May 2025, the company closed on a private offering for a Senior Secured Convertible Note in the original principal amount of **$3.3 million**[21](index=21&type=chunk)[115](index=115&type=chunk) [NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=9&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the company's accounting policies, including basis of presentation, consolidation, use of estimates, cash and cash equivalents, property and equipment, accounts receivable, revenue recognition, fair value measurements, advertising, share-based compensation, convertible notes, derivative financial instruments, warrants, net income (loss) per share, leases, and recent accounting pronouncements - The unaudited consolidated financial statements are prepared in accordance with GAAP for interim financial information[23](index=23&type=chunk) - Significant estimates include valuation of derivatives, valuation allowance on deferred tax assets, share-based compensation, useful lives for long-lived assets, and incremental borrowing rate for right-of-use assets[26](index=26&type=chunk) - Revenue is derived from implementation fees, recurring monthly software-as-a-service, and lead generation/verification, following a five-step recognition process[32](index=32&type=chunk) - Derivative liabilities are classified as **Level 3 fair value measurements**, determined using pricing models, discounted cash flow methodologies, or similar techniques requiring significant judgment[35](index=35&type=chunk)[36](index=36&type=chunk) [NOTE 3 – PROPERTY AND EQUIPMENT](index=14&type=section&id=NOTE%203%20%E2%80%93%20PROPERTY%20AND%20EQUIPMENT) Net property and equipment decreased from $18,912 at December 31, 2024, to $17,326 at March 31, 2025, primarily due to accumulated depreciation Property and Equipment, Net | Date | Amount | | :---------------- | :----- | | March 31, 2025 | $17,326 | | December 31, 2024 | $18,912 | Depreciation and Amortization Expenses | Period | Amount | | :--------------------------------- | :----- | | Three Months Ended March 31, 2025 | $1,586 | | Three Months Ended March 31, 2024 | $1,480 | [NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES](index=14&type=section&id=NOTE%204%20%E2%80%93%20ACCOUNTS%20PAYABLE%20AND%20ACCRUED%20EXPENSES) Accounts payable and accrued expenses increased from $1,945,207 at December 31, 2024, to $2,090,276 at March 31, 2025, driven mainly by an increase in accounts payable and accrued interest Accounts Payable and Accrued Expenses | Date | Amount | | :---------------- | :------------- | | March 31, 2025 | $2,090,276 | | December 31, 2024 | $1,945,207 | - Accrued interest increased from **$11,612** at December 31, 2024, to **$60,696** at March 31, 2025[56](index=56&type=chunk) [NOTE 5 – OPERATING LEASES](index=15&type=section&id=NOTE%205%20%E2%80%93%20OPERATING%20LEASES) The company's lease liabilities were nil as of March 31, 2025, and December 31, 2024, as it moved out of its corporate office premises in December 2024 - Lease liabilities were **$0** as of March 31, 2025, and December 31, 2024[57](index=57&type=chunk) - Total lease cost for the three months ended March 31, 2024, was **$46,545**[58](index=58&type=chunk) [NOTE 6 – NOTE PAYABLE AND CONVERTIBLE NOTES PAYABLE](index=15&type=section&id=NOTE%206%20%E2%80%93%20NOTE%20PAYABLE%20AND%20CONVERTIBLE%20NOTES%20PAYABLE) The company had a $40,000 note payable at March 31, 2025, with accrued interest. Convertible notes payable significantly increased from $157,871 at December 31, 2024, to $364,455 at March 31, 2025, due to new issuances in January and March 2025, and a modification of a December 2024 note - Note payable balance was **$40,000** as of March 31, 2025, and December 31, 2024[61](index=61&type=chunk) Convertible Notes Payable, Net | Date | Amount | | :---------------- | :------------- | | March 31, 2025 | $364,455 | | December 31, 2024 | $157,871 | - New convertible notes issued in January and March 2025 had a total face value of **$461,714**[61](index=61&type=chunk)[65](index=65&type=chunk)[69](index=69&type=chunk) - Interest expense for convertible notes was **$68,900** for Q1 2025, down from **$89,133** for Q1 2024[61](index=61&type=chunk)[65](index=65&type=chunk)[69](index=69&type=chunk) [NOTE 7 – DERIVATIVE LIABILITITES](index=18&type=section&id=NOTE%207%20%E2%80%93%20DERIVATIVE%20LIABILITITES) Derivative liabilities related to convertible notes were valued at $106,521 as of March 31, 2025, using a Level 3 fair value measurement (Black-Scholes model). The company recognized a day-one loss of $91,456 on new derivatives and a gain of $140,272 from changes in fair value during Q1 2025 Derivative Liability Balance | Date | Amount | | :---------------- | :------------- | | March 31, 2025 | $106,521 | | December 31, 2024 | $105,337 | - Derivative liabilities are classified as **Level 3 fair value measurements** and valued using the Black-Scholes pricing model[71](index=71&type=chunk)[72](index=72&type=chunk) - The aggregate loss on derivatives for the three months ended March 31, 2025, was **$(48,816)**, including a day-one loss of **$91,456** and a gain on change in fair value of **$(140,272)**[75](index=75&type=chunk) [NOTE 8 – STOCKHOLDERS' EQUITY](index=19&type=section&id=NOTE%208%20%E2%80%93%20STOCKHOLDERS'%20EQUITY) The company increased its authorized common shares to 15 billion and amended Series A Preferred Stock to restore voting rights. As of March 31, 2025, 584,065,699 common shares and 4,000,000 Series A Preferred shares were outstanding, while Series B, C, and D Preferred Stock had no outstanding shares - Authorized common shares increased to **15,000,000,000**, and Series A Preferred Stock had voting rights restored, effective **February 28, 2025**[76](index=76&type=chunk)[78](index=78&type=chunk) Common Stock Outstanding | Date | Shares Outstanding | | :---------------- | :----------------- | | March 31, 2025 | 584,065,699 | | December 31, 2024 | 300,213,026 | - As of March 31, 2025, **4,000,000 shares** of Series A Preferred Stock were outstanding, while Series B, C, and D Preferred Stock had no shares issued and outstanding[80](index=80&type=chunk)[83](index=83&type=chunk)[87](index=87&type=chunk)[90](index=90&type=chunk) [NOTE 9 – STOCK-BASED COMPENSATION](index=24&type=section&id=NOTE%209%20%E2%80%93%20STOCK-BASED%20COMPENSATION) Stock-based compensation was $0 for the three months ended March 31, 2025, a decrease from $153,000 in the prior year period. The number of outstanding warrants decreased slightly to 1,810,052 as of March 31, 2025, with an average exercise price of $5.42 Stock-Based Compensation Expense | Period | Amount | | :--------------------------------- | :----- | | Three Months Ended March 31, 2025 | $0 | | Three Months Ended March 31, 2024 | $153,000 | Warrants Outstanding | Date | Number of Warrants | Weighted Average Exercise Price | | :---------------- | :----------------- | :------------------------------ | | December 31, 2024 | 1,846,352 | $5.48 | | March 31, 2025 | 1,810,052 | $5.42 | [NOTE 10 – RELATED PARTY TRANSACTIONS](index=25&type=section&id=NOTE%2010%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) Related party transactions for Q1 2025 included $33,277 in management fees billed by an entity owned by the CEO, and a repayment of $21,729 to related parties. The related party note payable balance remained at $77,251 - Related party payable balance was **$77,251** as of March 31, 2025, and December 31, 2024[98](index=98&type=chunk) - Management fees of **$33,277** were billed by SGT Teams, an entity wholly owned by the Company's CEO, during the three months ended March 31, 2025[101](index=101&type=chunk) - The company repaid **$21,729** due to related parties during the three months ended March 31, 2025[104](index=104&type=chunk) [NOTE 11 – LEGAL PROCEEDINGS](index=25&type=section&id=NOTE%2011%20%E2%80%93%20LEGAL%20PROCEEDINGS) The company is involved in several legal disputes, including a class action lawsuit under the TCPA, an arbitration claim, and lawsuits for unpaid professional fees. One lawsuit with Carstens, Allen & Gourley, LLP was settled in April 2025 for $160,000 - TCPA class action lawsuit alleging prerecorded calls to Do-Not-Call Registry numbers; mediation scheduled for **October 15, 2024**[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) - Arbitration claim by ProofPositive LLC under the Arizona Securities Act[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) - Lawsuits for unpaid professional fees from Carstens, Allen & Gourley, LLP (settled for **$160,000** in April 2025), MAI Voice GCO, LLC (**$32,090**), and Berkowitz Pollack & Brant Advisors (**$48,057**)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) [NOTE 12 – COMMITMENTS AND CONTINGENCIES](index=26&type=section&id=NOTE%2012%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) The company recognized liquidated damages payable of $587,243 as of March 31, 2025, stemming from settlement agreements with investors for default in issuing common stock related to warrants - Liquidated damages payable amounted to **$587,243** as of March 31, 2025[113](index=113&type=chunk) - Settlement of **$500,000** liquidated damages with an investor, partially settled by **78,855,000 common shares** valued at **$133,297**[111](index=111&type=chunk) - Settlement of **$210,375** liquidated damages with an investor, partially settled by **23,000,000 common shares** valued at **$34,500**[112](index=112&type=chunk) [NOTE 13 – PREPAID EXPENSE](index=26&type=section&id=NOTE%2013%20%E2%80%93%20PREPAID%20EXPENSE) Prepaid expenses decreased from $77,076 at December 31, 2024, to $41,652 at March 31, 2025, primarily due to a reduction in prepaid insurance Prepaid Expenses | Date | Amount | | :---------------- | :----- | | March 31, 2025 | $41,652 | | December 31, 2024 | $77,076 | [NOTE 14 – SUBSEQUENT EVENTS](index=27&type=section&id=NOTE%2014%20%E2%80%93%20SUBSEQUENT%20EVENTS) Subsequent to March 31, 2025, the company entered into a Senior Secured Convertible Note for $3.3 million, issued common stock for liquidated damages settlements and warrant exercises, and settled a lawsuit for $160,000 - On May 13, 2025, the company entered into a Senior Secured Convertible Note for **$3,333,333** (including OID) with a **10% interest rate** and issued warrants for **611,111,111 shares**[115](index=115&type=chunk) - Issued **116,400,000 common shares** in April/May 2025 for partial settlement of **$500,000** liquidated damages[116](index=116&type=chunk) - Issued **92,000,000 common shares** in June 2025 for partial settlement of **$210,375** liquidated damages[117](index=117&type=chunk) - Issued **178,775,882 common shares** in April/May 2025 for cashless exercise of Series B warrants[116](index=116&type=chunk)[117](index=117&type=chunk) - Issued **215,872,894 common shares** in May 2025 for conversion of **$91,365** note payable principal and accrued interest[116](index=116&type=chunk)[117](index=117&type=chunk) - In April 2025, the company settled a lawsuit with Carstens Allen and Gourley for **$160,000**[118](index=118&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance and condition, highlighting a significant reduction in net loss and operating expenses for Q1 2025 compared to Q1 2024, but also emphasizing ongoing liquidity challenges and substantial doubt about its ability to continue as a going concern [CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS](index=28&type=section&id=CAUTIONARY%20STATEMENT%20CONCERNING%20FORWARD-LOOKING%20STATEMENTS) This section advises readers that the report contains forward-looking statements subject to known and unknown risks and uncertainties, and that actual results may differ materially from projections. The company assumes no obligation to update these statements unless required by law - Forward-looking statements are identified by words such as 'may,' 'will,' 'should,' 'expect,' 'anticipate,' 'continue,' 'estimate,' 'believe,' 'intend,' or 'project'[120](index=120&type=chunk) - Actual results may differ materially from forward-looking statements due to various known and unknown risks and uncertainties[121](index=121&type=chunk)[122](index=122&type=chunk) - The company assumes no obligation to update forward-looking statements unless required by applicable law or regulation[122](index=122&type=chunk) [Overview and Business Summary](index=28&type=section&id=Overview%20and%20Business%20Summary) Vocodia Holdings Corp is a conversational AI technology provider focused on scalable cloud-based solutions to increase sales and customer service efficiency for businesses. Its wholly-owned subsidiary, Click Fish Media, Inc., provides IT services. The company completed its IPO in February 2024 but was delisted from Cboe in September 2024 and now trades on the OTC Pink Market - Vocodia Holdings Corp is a conversational AI technology provider aiming to offer scalable enterprise AI sales and customer service solutions[124](index=124&type=chunk)[125](index=125&type=chunk)[129](index=129&type=chunk) - The company's wholly-owned subsidiary, Click Fish Media, Inc. (CFM), provides IT services[126](index=126&type=chunk) - Completed IPO on **February 26, 2024**, on the BZX Exchange[131](index=131&type=chunk) - Delisted from Cboe on **September 10, 2024**, due to non-compliance with minimum bid price and stockholders' equity requirements[133](index=133&type=chunk)[134](index=134&type=chunk) - Common stock began trading on the OTC Pink Market on **September 11, 2024**[135](index=135&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) For the three months ended March 31, 2025, the company reported no revenue, a gross loss of $47,130, and a net loss of $1,172,814. This represents an 83% reduction in net loss compared to the prior year, primarily driven by a 91% decrease in total operating expenses due to reduced IPO-related costs, staff, and software development - No revenue was earned for the three months ended March 31, 2025 or 2024; sales of the DISA product were suspended for functionality updates, with relaunch anticipated in **Q3 2025**[136](index=136&type=chunk) Key Financial Results (Three Months Ended March 31) | Metric | 2025 | 2024 | Change | % Change | | :-------------------------- | :----------- | :----------- | :----------- | :--------- | | Revenues | $0 | $0 | $0 | 0% | | Cost of Revenue | $47,130 | $0 | $47,130 | 100% | | Gross Profit (Loss) | $(47,130) | $0 | $(47,130) | 100% | | Total Operating Expenses | $263,793 | $2,822,460 | $(2,558,667) | -91% | | Other Income (Expenses) | $(861,891) | $(4,122,910) | $3,261,019 | -79% | | Net Loss | $(1,172,814) | $(6,945,370) | $5,772,556 | -83% | - General and administrative expenses decreased by **88% ($1,444,012)** due to reduced IPO-related costs[140](index=140&type=chunk) - Salaries and wages decreased by **91% ($349,106)** due to staff reduction and lower stock-based compensation[141](index=141&type=chunk) - Research and development expenses decreased by **97% ($765,549)** due to reduced DISA product development costs[142](index=142&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity challenges, with a working capital deficiency of $3,237,705 and only $1,339 in cash as of March 31, 2025. Current assets decreased by 66% while current liabilities increased by 39% since December 31, 2024, raising substantial doubt about its ability to continue as a going concern. Management plans to rely on cash from operations, equity, and debt offerings, and may implement cost controls or explore strategic options if capital is not available Liquidity and Capital Resources Summary | Metric | March 31, 2025 | December 31, 2024 | Change | % Change | | :---------------------- | :------------- | :---------------- | :----------- | :--------- | | Current Assets | $43,991 | $128,357 | $(84,366) | -66% | | Current Liabilities | $3,281,696 | $2,363,345 | $918,351 | 39% | | Working Capital (Deficiency) | $(3,237,705) | $(2,234,988) | $(1,002,717) | 45% | - As of March 31, 2025, the company had total cash of **$1,339** and a working capital deficiency of **$3,237,705**, raising substantial doubt about its ability to continue as a going concern[147](index=147&type=chunk) - The company intends to rely on cash from operations, equity, and debt offerings, and may implement cost control measures or explore strategic options if additional capital is not available[148](index=148&type=chunk) [Cash Flow](index=35&type=section&id=Cash%20Flow) For Q1 2025, cash used in operating activities significantly decreased to $188,550 from $2,428,570 in Q1 2024. Cash provided by financing activities was $189,608, a substantial decrease from $5,125,428 in Q1 2024, primarily due to lower proceeds from stock and preferred stock issuances Cash Flow Summary (Three Months Ended March 31) | Activity | 2025 | 2024 | Change | | :--------------------------------- | :----------- | :----------- | :----------- | | Cash provided by / (used in) operating activities | $(188,550) | $(2,428,570) | $2,240,020 | | Cash provided by / (used in) financing activities | $189,608 | $5,125,428 | $(4,935,820) | | Cash on hand (ending balance) | $1,339 | $2,696,858 | $(2,695,519) | - Cash provided by financing activities in Q1 2025 included **$260,000** from convertible notes payable, offset by repayments to related parties and convertible notes[154](index=154&type=chunk) [Off-Balance Sheet Arrangements](index=35&type=section&id=Off-Balance%20Sheet%20Arrangements) The company does not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships - The company has no off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships[155](index=155&type=chunk) [Going Concern](index=35&type=section&id=Going%20Concern) The company's financial statements are prepared under the going concern assumption, but management has identified conditions (net loss, accumulated deficit, negative working capital) that raise substantial doubt about its ability to continue as a going concern within one year - Management evaluates conditions that raise substantial doubt about the company's ability to continue as a going concern within one year[157](index=157&type=chunk) [Critical Accounting Policies](index=35&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies involve significant judgments and estimates, particularly for fair value measurements of financial instruments (Level 3 for derivative liabilities), derivative liabilities, beneficial conversion features, debt discount, research and development, and stock-based compensation - Critical accounting policies include Fair Value of Financial Instruments, Derivative Liabilities, Beneficial Conversion Features, Debt Discount, Research and Development, and Stock-based Compensation[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - Fair value measurements use a three-tier hierarchy, with **Level 3 valuations** involving significant judgment and complexity due to unobservable inputs[167](index=167&type=chunk)[168](index=168&type=chunk) - Derivative liabilities are adjusted to fair value at each reporting period using a binomial pricing model, with changes recorded in the statements of operations[163](index=163&type=chunk) [Recent Accounting Standards](index=37&type=section&id=Recent%20Accounting%20Standards) The company evaluated recent accounting pronouncements, including ASU 2020-06 (Convertible Instruments), and does not expect it to have a material effect on its financial statements - The company does not expect ASU 2020-06, 'Accounting for Convertible Instruments and Contracts in an Entity; Own Equity,' to have a material effect on its financial statements[171](index=171&type=chunk)[172](index=172&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Vocodia Holdings Corp is not required to provide quantitative and qualitative disclosures about market risk - The company is exempt from providing quantitative and qualitative disclosures about market risk as a 'smaller reporting company'[174](index=174&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) The company acknowledges that it does not yet have effective disclosure controls and procedures or internal controls over all aspects of financial reporting. Material weaknesses include insufficient staff for segregation of duties and reliance on a third-party accounting firm for GAAP compliance. The company is working to improve controls but cannot assure future effectiveness - The company does not yet have effective disclosure controls and procedures or internal controls over all aspects of its financial reporting[177](index=177&type=chunk) - Material weaknesses include insufficient staff for optimal segregation of duties and reliance on a third-party accounting firm for GAAP compliance[175](index=175&type=chunk)[177](index=177&type=chunk) - The company expects increased legal, accounting, and financial compliance costs due to public company requirements[175](index=175&type=chunk)[177](index=177&type=chunk) - The company will be required to provide an annual management report on the effectiveness of its internal control over financial reporting commencing with its second annual report on Form 10-K[179](index=179&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal disputes, including a customer claim for unprocessed leads, a former employee's sexual harassment and wrongful termination allegations (dismissed by EEOC), a TCPA class action lawsuit, an arbitration claim, and several lawsuits for unpaid professional fees. One lawsuit was settled in April 2025 - Customer claim regarding unprocessed leads, with **$15,950** accrued as unearned revenue[182](index=182&type=chunk) - Former employee's allegations of sexual harassment and wrongful termination, dismissed by the EEOC in **December 2024**[183](index=183&type=chunk) - Putative class action lawsuit under the Telephone Consumer Protection Act (TCPA) for prerecorded calls, with mediation scheduled for **October 15, 2024**[184](index=184&type=chunk) - Arbitration by ProofPositive LLC asserting claims under the Arizona Securities Act[185](index=185&type=chunk) - Lawsuits for unpaid professional fees from Carstens, Allen & Gourley, LLP (settled for **$160,000** in April 2025), MAI Voice GCO, LLC (**$32,090**), and Berkowitz Pollack & Brant Advisors (**$48,057**)[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk) [Item 1A. Risk Factors](index=40&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide detailed risk factors in this quarterly report but refers readers to its Annual Report on Form 10-K for a comprehensive discussion of risks that could materially affect its business - The company is a 'smaller reporting company' and is not required to provide detailed risk factor information in this quarterly report[189](index=189&type=chunk) - Readers are directed to the Annual Report on Form 10-K for a comprehensive discussion of risk factors[190](index=190&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=40&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report for this period - No unregistered sales of equity securities or use of proceeds were reported[191](index=191&type=chunk) [Item 3. Defaults Upon Senior Securities](index=40&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities to report for this period - No defaults upon senior securities were reported[192](index=192&type=chunk) [Item 4. Mine Safety Disclosures](index=40&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine Safety Disclosures are not applicable to the company[192](index=192&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) This section refers to subsequent events, which are detailed in the notes to the financial statements - This section refers to subsequent events, which are detailed in the notes to the financial statements[193](index=193&type=chunk) [Item 6. Exhibits](index=41&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications of principal executive and financial officers, and Inline XBRL documents - Exhibit 31.1: Certification of Principal Executive Officer[195](index=195&type=chunk) - Exhibit 31.2: Certification of Principal Financial Officer[195](index=195&type=chunk) - Exhibit 32.1: Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350[195](index=195&type=chunk) - Exhibit 32.2: Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350[195](index=195&type=chunk) - Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE: Inline XBRL Taxonomy Extension Documents[195](index=195&type=chunk) - Exhibit 104: Cover Page Interactive Data File[195](index=195&type=chunk) [Signatures](index=42&type=section&id=Signatures) The report is signed by Brian Podolak, Chief Executive Officer (Principal Executive Officer, Principal Financial and Accounting Officer) on July 8, 2025 - The report was signed by Brian Podolak, Chief Executive Officer (Principal Executive Officer, Principal Financial and Accounting Officer) on **July 8, 2025**[200](index=200&type=chunk)

Core Insights - Vocodia Holdings Corp. has secured up to $3 million in funding to enter the digital asset space [1][2] - The funding will be utilized to acquire select digital assets, aligning with the company's long-term technology and investment strategy [2] - Vocodia's proprietary Predictive AI tools will guide asset selection and risk management to build a diversified portfolio [2][3] Company Overview - Vocodia is an AI software company that develops practical AI solutions accessible for businesses through cloud-based platforms [3] - The company specializes in conversational AI, providing scalable enterprise-level AI sales and customer service solutions [3] - Vocodia's Digital Intelligent Sales Agents (DISAs) are designed to perform human-like tasks, reducing labor costs and enhancing communication effectiveness [3]

Core Viewpoint - Vocodia Holdings Corp. is expanding its business plan to include the acquisition of crypto assets as part of its strategic growth initiatives [1][2] Group 1: Business Strategy - The company is leveraging its proprietary Predictive AI technology to identify and act on optimal digital asset opportunities [2] - Vocodia is currently in advanced negotiations with investment banks for an initial investment to support the first phase of this new initiative [2] Group 2: Leadership Perspective - The CEO of Vocodia, Brian Podolak, emphasized that integrating crypto into the business model aligns with the company's long-term vision for value creation and innovation [3]

Core Insights - Vocodia Holdings Corp. is updating its business plan to include the acquisition of crypto assets as part of its strategic growth initiatives [1] - The company's proprietary Predictive AI technology will be utilized to identify and act on optimal digital asset opportunities [2] - CEO Brian Podolak emphasized that integrating crypto aligns with the company's long-term vision for value creation and innovation [3] Business Strategy - The acquisition of crypto assets is a new strategic initiative aimed at enhancing growth [1] - Vocodia is in advanced negotiations with investment banks for initial investment to support the first phase of this initiative [2] - Further details regarding the investment and execution strategy will be announced once finalized [3] Technology and Innovation - Vocodia's Predictive AI technology provides a competitive edge in the digital asset space [2][3] - The company focuses on building and deploying human-like voice automation agents across various industries [3]

Business Model and Technology - Vocodia Holdings Corp aims to provide scalable enterprise AI sales and customer service solutions, reducing human labor costs and increasing operational efficiency [19]. - The company has developed its first software product, DISA, which can handle each stage of the sales process for both B2B and B2C interactions [29]. - Vocodia's DISAs can manage up to 20,000 simultaneous unique telephone conversations, significantly enhancing customer service capabilities [38]. - The AI sales agents are designed to cost less than one-third of human sales agents, providing a more efficient alternative without the typical human resource issues [46]. - Vocodia's AI technology can be trained in just 3 days, allowing for rapid deployment and continuous learning from interactions [46]. - The company targets corporate clients with call centers of at least 50 seats across various industries, including health, insurance, and hospitality [30]. - Vocodia's proprietary software integrates easily with existing CRM systems, facilitating seamless adoption by enterprises [42]. - The company emphasizes the importance of high-quality voice output in its AI solutions to improve customer rapport and service quality [41]. - The company operates on a scalable AI platform with a recurring revenue model through Software-as-a-Service (SaaS), aiming for high operating margins [50]. - The company charges a monthly fee of $1,495 per DISA, with a contract term of 12 months, contributing to its recurring revenue stream [51]. - The company differentiates itself in the AI sector by providing quicker delivery of services compared to competitors, utilizing proprietary augmented and AI software [56]. Financial Performance - Revenues decreased by 80% to $50,078 for the year ended December 31, 2024, compared to $256,385 in 2023, primarily due to the suspension of DISA product sales [127]. - Cost of revenue decreased to $105,954 in 2024 from $220,777 in 2023, reflecting the reduction in service revenue [128]. - Gross loss increased to $(55,876) in 2024 from a gross profit of $35,608 in 2023, attributed to the suspension of services and ongoing server costs [130]. - Total operating expenses increased by 1% to $5,844,505 in 2024, driven by an 80% rise in general and administrative expenses to $3,344,858 [131][132]. - Net loss for the year ended December 31, 2024, was $10,027,091, compared to a net loss of $8,711,203 in 2023, marking a 16% increase in losses [126]. - Current assets rose by 514% to $78,357 as of December 31, 2024, from $12,770 in 2023, mainly due to an increase in prepaid expenses [136]. - Current liabilities decreased by 72% to $2,241,525 in 2024 from $7,894,129 in 2023, primarily due to the conversion of $3,546,028 in convertible notes [137]. - Cash used in operating activities was $5,369,561 in 2024, compared to $2,696,328 in 2023, indicating increased cash outflow [139]. - The company reported a net loss of $10,027,091, with cash flows used in operating activities amounting to $5,371,973 from financing activities [141]. - The net cash flows used in operating activities for the year ended December 31, 2023 was $2,696,328, with a net loss of $8,711,203 [142]. Legal and Regulatory Matters - ProofPositive LLC initiated arbitration against the Company, claiming breach of the Arizona Securities Act related to unpaid sums under a loan agreement and consulting agreement [72]. - The Company and Mr. Podolak filed a motion to dismiss the arbitration, arguing that ProofPositive did not meet certain conditions for arbitration and that AAA lacks jurisdiction over the dispute [73]. - Carstens, Allen & Gourley, LLP filed a lawsuit against the Company for breach of contract regarding unpaid attorney fees, with settlement negotiations ongoing [74]. - MAI Voice GCO, LLC filed a complaint seeking $32,090 for breach of contract, which the Company denies and intends to defend vigorously [75]. - The company is subject to evolving domestic and foreign regulations impacting its operations, particularly concerning privacy and data security laws [60]. Strategic Plans and Acquisitions - The company plans to pursue acquisitions selectively to enhance its service offerings and improve operational efficiencies [47]. - The company aims to expand its portfolio through strategic acquisitions post-IPO, targeting complementary technology and existing revenue sources [53]. - The company’s operational strategy includes identifying new markets and industries to expand its technology solutions and enhance market recognition [48]. - The company anticipates launching an improved DISA product in the second quarter of 2025 [127]. Stock and Financing - The Company’s common stock is traded on the OTC PINK tier, with a closing price of $0.0012 as of April 14, 2025 [93]. - The Company does not expect to declare or pay cash dividends in the foreseeable future, intending to retain earnings for business expansion [95]. - The Company issued $3,368,236 in convertible notes with a 15% annual interest rate, maturing nine months after issuance [101]. - The Company recognized a loss on settlement of debt totaling $2,662,842 related to the conversion of convertible notes into common stock upon IPO [104]. - The Company recorded interest expense of $432,824 and $2,761,631 for the years ended December 31, 2024 and 2023, respectively, including amortization of debt discount [208]. - The Company amended the certificate of designation to authorize 3,000 shares of Series B Preferred Stock, which has no voting rights and is mandatorily convertible upon IPO completion [209]. - During the year ended December 31, 2023, the Company issued 1,305 shares of Series B Preferred Stock for $1,305,000 [210]. - As of December 31, 2024, the Company had 0 shares of Series B Preferred Stock outstanding, down from 1,305 shares in 2023 [211]. Operational Challenges - The company has substantial doubt about its ability to continue as a going concern, as indicated by management and independent auditors [146]. - As of December 31, 2024, the company did not have any off-balance sheet arrangements that could materially affect its financial condition [145]. - The company did not capitalize any costs associated with software development as technological feasibility was established shortly after general availability [165]. - Contract liabilities for customer deposits for future services were $15,950 for both years ended December 31, 2024 and 2023 [164]. - The company accounts for share-based compensation under ASC 718, with equity instruments recorded based on fair value [151]. - The Company operates as a single operating segment, primarily providing conversational artificial intelligence technology, with substantial revenue derived from the United States [191]. Advertising and Marketing - Advertising expenses for the years ended December 31, 2024 and 2023 were $492,756 and $78,097, respectively, indicating a significant increase in advertising costs [172].