Core Insights - Vocodia Holdings Corp. has engaged Alpine Securities Corporation as its new investment banker to enhance financial strategies and support growth in the AI industry [1][2] - The partnership aims to leverage Alpine's industry knowledge and personalized investment banking approach to expand Vocodia's offerings and market reach [2] Company Overview - Vocodia is an AI software company that develops practical AI solutions, focusing on making them accessible for businesses through cloud-based platforms [3] - The company specializes in conversational AI, offering scalable enterprise-level AI sales and customer service solutions, including Digital Intelligent Sales Agents (DISAs) that mimic human conversation [3] Investment Banking Partner - Alpine Securities Corporation is a boutique investment firm known for providing tailored financial solutions to emerging companies [4] - The firm offers a range of services, including investment banking, brokerage, and advisory services, with a commitment to supporting the growth of emerging companies across various industries [4]

PART I. FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The unaudited condensed consolidated financial statements for Vocodia Holdings Corp as of September 30, 2024, reveal a significant net loss and a working capital deficit, raising substantial doubt about the company's ability to continue as a going concern - The company reported a net loss of approximately **$9,835,044** for the nine months ended September 30, 2024, and had an accumulated deficit of approximately **$100,300,000**, raising substantial doubt about its ability to continue as a going concern[26](index=26&type=chunk) - In February 2024, the company completed an Initial Public Offering (IPO), raising **$5,950,000** in gross proceeds, which were used in part to settle outstanding convertible notes[26](index=26&type=chunk)[68](index=68&type=chunk) [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of September 30, 2024, the company's total assets significantly decreased to $492,452 from **$4,459,346** at year-end 2023, primarily due to the reclassification of deferred offering costs, while total liabilities also saw a substantial reduction to **$2,443,947** from **$8,126,916**, mainly from the settlement of convertible notes and derivative liabilities post-IPO, and shareholders' deficit improved from **($3,667,570)** to **($1,951,495)** Condensed Consolidated Balance Sheet Highlights (as of Sep 30, 2024 vs. Dec 31, 2023) | Balance Sheet Item | September 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$492,452** | **$4,459,346** | | Total Current Assets | $209,583 | $12,770 | | Deferred offering costs | $0 | $4,085,726 | | **Total Liabilities** | **$2,443,947** | **$8,126,916** | | Convertible notes payable, net | $84,881 | $3,688,566 | | Derivative liability | $0 | $1,922,879 | | **Total shareholders' equity (deficit)** | **($1,951,495)** | **($3,667,570)** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the nine months ended September 30, 2024, net sales plummeted to $50,231 from $252,820 in the prior year period, resulting in a gross loss of $80,090 compared to a gross profit of $52,531 in 2023, with operating expenses increasing to a higher operating loss of **$5,786,645**, and the net loss widening to **$9,835,044** from **$7,148,940** year-over-year, significantly impacted by a $3.82 million loss on debt settlement Statement of Operations Summary (Nine Months Ended Sep 30) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Sales, net | $50,231 | $252,820 | | Gross Profit (Loss) | ($80,090) | $52,531 | | Operating Loss | ($5,786,645) | ($4,623,865) | | Net Loss | ($9,835,044) | ($7,148,940) | | Basic and diluted loss per share | ($0.02) | ($1.77) | Statement of Operations Summary (Three Months Ended Sep 30) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Sales, net | $50,156 | $9,620 | | Gross Profit (Loss) | ($23,906) | ($7,300) | | Operating Loss | ($1,331,008) | ($971,301) | | Net Loss | ($1,330,682) | ($1,808,120) | [Condensed Consolidated Statements of Stockholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20(Deficit)) Shareholders' deficit improved from **($3,667,570)** at the start of 2024 to **($1,951,495)** by September 30, 2024, driven by capital raising activities, including the issuance of common stock units for **$5,370,000** in cash from the IPO and the conversion of debt and preferred stock, offset by a net loss of **$9,835,044** for the nine-month period - The company issued **1,400,000** common stock units for **$5,370,000** in cash and converted debt into **1,801,880** shares of common stock valued at **$7,660,000**[16](index=16&type=chunk) - The accumulated deficit increased from **$90,500,000** to **$100,300,000** during the first nine months of 2024 due to ongoing net losses[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the nine months ended September 30, 2024, cash used in operating activities was **$5,289,085**, a significant increase from **$2,271,260** in the prior year period, driven by a larger net loss, while cash provided by financing activities was **$5,292,432**, primarily from IPO proceeds, which was used to fund operations and repay debt, resulting in a minimal ending cash balance of $1,216 Cash Flow Summary (Nine Months Ended Sep 30) | Activity | 2024 | 2023 | | :--- | :--- | :--- | | Cash used in operating activities | ($5,289,085) | ($2,271,260) | | Cash used in investing activities | ($2,131) | $0 | | Cash provided by financing activities | $5,292,432 | $1,605,167 | | **Change in cash and cash equivalents** | **$1,216** | **($666,093)** | | **Cash and cash equivalents, ending balance** | **$1,216** | **$31,533** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes provide critical details on accounting policies and specific financial items, including a going concern warning due to significant losses and low cash, the settlement of all convertible notes and derivative liabilities following its February 2024 IPO, recognizing a $3.8 million loss on debt settlement, and terms of preferred stock, stock-based compensation, related-party transactions, and ongoing legal contingencies - The company has substantial doubt about its ability to continue as a going concern due to a net loss of **$9,835,044** and cash used in operations of **$5,289,085** for the nine months ended September 30, 2024[26](index=26&type=chunk) - Upon completion of the IPO in February 2024, all outstanding convertible notes were settled, with the company paying **$894,072** in cash and issuing **1,801,880** shares of common stock, resulting in a recognized loss on debt settlement of **$2,660,000**[68](index=68&type=chunk) - In August 2024, the company entered into a Securities Purchase Agreement (SPA) for Series C and D Preferred Stock, but this agreement was terminated in September 2024[89](index=89&type=chunk)[90](index=90&type=chunk) - The company is involved in several legal proceedings, including a putative class action lawsuit alleging violations of the TCPA and a dispute with a former employee alleging wrongful termination[111](index=111&type=chunk)[113](index=113&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant decline in revenue for the first nine months of 2024, attributing it to the suspension of its DISA product sales for upgrades, with a relaunch anticipated in Q1 2025, while operating expenses rose due to costs associated with being a public company and R&D investments, highlighting critical liquidity issues with a working capital deficiency of over $2 million and minimal cash on hand, raising substantial doubt about its ability to continue as a going concern without raising additional capital, and disclosing its IPO in February 2024 and subsequent delisting from the Cboe BZX Exchange in September 2024, with trading moving to the OTC Pink Market - Revenue for the nine months ended Sep 30, 2024, decreased by **80%** year-over-year because the company suspended sales of its DISA product in January 2024 for functionality updates, with an improved version expected to launch in Q1 2025[134](index=134&type=chunk) - Operating expenses for the nine months increased by **22%** YoY, driven by a **176%** rise in G&A costs related to being a public company, despite a **49%** reduction in salaries and wages[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) - The company completed its IPO on February 26, 2024, but was delisted from the Cboe BZX Exchange on September 10, 2024, for failing to meet minimum bid price and other listing requirements, with the stock now trading on the OTC Pink Market[128](index=128&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk) - Management states that the company will not have sufficient cash to support operations for the next 12 months and will need to raise additional capital, acknowledging substantial doubt about its ability to continue as a going concern[154](index=154&type=chunk)[155](index=155&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=40&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 the information for this item - The company is a "smaller reporting company" as defined by Item 10 of Regulation S-K and is not required to provide information regarding market risk[182](index=182&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management acknowledges that the company does not yet have effective disclosure controls and procedures or internal controls over financial reporting, with material weaknesses and significant deficiencies identified, including an insufficient number of staff for proper segregation of duties and reliance on a third-party accounting firm for GAAP compliance, and while the company is working to develop and refine its controls, it cannot guarantee that future material weaknesses will be avoided - The company has identified material weaknesses and significant deficiencies in its internal controls, including a lack of staff for segregation of duties[185](index=185&type=chunk) - The company is not yet required to comply with Section 404 of the Sarbanes-Oxley Act for a formal assessment of internal control effectiveness[187](index=187&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in legal proceedings, including a former employee's EEOC charge for discrimination and wrongful termination, which was dismissed but grants the former employee a **90**-day right to sue, and an arbitration initiated by ProofPositive LLC against the company and its CEO over alleged unpaid sums due under a loan and consulting agreement, with the company denying liability in both matters and intending to defend itself vigorously - A former employee's EEOC charge for discrimination was dismissed, but the individual has **90** days to file a lawsuit[190](index=190&type=chunk) - ProofPositive LLC has commenced arbitration against the company and its CEO regarding alleged unpaid dues from a loan and consulting agreement[191](index=191&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Vocodia is not required to provide this information and refers to the risk factors discussed in its Annual Report on Form 10-K - The company is a smaller reporting company and is not required to provide risk factor information in the 10-Q[193](index=193&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period - None[195](index=195&type=chunk) [Item 3. Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - None[197](index=197&type=chunk) [Item 4. Mine Safety Disclosures](index=41&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[198](index=198&type=chunk) [Item 5. Other Information](index=41&type=section&id=Item%205.%20Other%20Information) This section notes subsequent events, which are detailed in Note 13 of the financial statements, including the issuance of a **$40,000** Note Payable and a **$60,000** Convertible Note in December 2024 - Refers to subsequent events, which include the issuance of new debt in December 2024 as detailed in Note 13[116](index=116&type=chunk)[199](index=199&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications (31.1, 31.2, 32.1, 32.2) and Inline XBRL data files - Lists filed exhibits, including CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906[201](index=201&type=chunk)

Core Insights - Vocodia has entered the medical alert industry with the launch of an emergency response pendant designed for immediate assistance [1][2] - The pendant offers 24/7 emergency support, targeting seniors and individuals with medical conditions [1] - The CEO of Vocodia emphasizes the company's commitment to enhancing lives through advanced technology [2] Company Overview - Vocodia is an AI software company that provides practical AI solutions via cloud-based platforms, focusing on cost-effective and scalable enterprise solutions [2] - The company specializes in conversational AI, offering Digital Intelligent Sales Agents (DISAs) that perform human-like tasks to improve communication and reduce labor costs [2]

BOCA RATON, Fla., Oct. 22, 2024 /PRNewswire/ -- Vocodia Holdings Corp (OTCMKTS: VHAI), a leader in AI-driven conversational platforms, has filed and published a provisional patent (US 2024/0340375 A1) for its groundbreaking AI-powered system designed to automate telephony-based interactions. The system uses artificial intelligence and natural language processing (NLP) to manage real-time conversations between machines and humans, responding in under 10 milliseconds."This provisional patent marks a major adv ...

BOCA RATON, Fla., Oct. 18, 2024 /PRNewswire/ -- Vocodia (OTCMKTS: VHAI), a leading innovator in artificial intelligence solutions for communications and business automation, today addressed the recent decline in its stock price and reaffirmed its commitment to increasing shareholder value through strategic partnerships and joint ventures. "We are currently trading at a $2 million market cap, down from $35 million at our IPO. However, this movement is unrelated to the fundamentals or valuation of our technol ...

BOCA RATON, Fla., Sept. 27, 2024 /PRNewswire/ -- Vocodia (OTCMKTS: VHAI), Vocodia Holdings yesterday announced the appointment of John Tabacco, a nationally recognized cable TV host, fintech innovator, and political strategist, as the Chairman of Political and Media. Mr. Tabacco will spearhead Vocodia's strategic initiatives aimed at monetizing the convergence of politics, digital media, and AI technology. In conjunction with yesterday's appointment press release, Mr. Tabacco announced that Vocodia has rece ...

Vocodia Provides Corporate Update and Strategic Path Forward Boca Raton, FL, September 11, 2024 – PRISM MediaWire – Vocodia Holdings Corp. (OTC: VHAI) (the "Company"), a pioneering AI software company specializing in practical AI solutions, is pleased to provide shareholders with an update on its recent progress and outline the company's strategic path forward. As we continue to execute on our long-term growth plan, we are excited about the numerous opportunities ahead, including our goal of securing a NASD ...

Revenue and Cost of Revenue - Revenue decreased by $243,125, or 100%, to $75 for the six months ended June 30, 2024 compared to $243,200 for the same period in 2023, primarily due to the suspension of DISA product sales[90] - Cost of revenue decreased by $127,110, or 69%, to $56,259 for the six months ended June 30, 2024 from $183,369 in 2023, mainly due to reduced DISA deployment costs[91] - Revenues increased by $75 million, representing a 100% growth compared to the previous year[101] Gross Profit and Operating Expenses - Gross profit turned into a loss of $56,184 for the six months ended June 30, 2024, compared to a profit of $59,831 in 2023, primarily due to suspended DISA sales while server expenses continued[92] - Operating expenses increased by $687,058, or 19%, to $4,399,453 for the six months ended June 30, 2024, driven by higher public company costs and software development expenses[95] - Operating expenses increased by $329,201 (26%) to $1,609,883, driven by higher general and administrative expenses and software development costs[102] General and Administrative Expenses - General and administrative expenses surged by $1,676,549, or 217%, to $2,448,256 for the six months ended June 30, 2024, mainly due to public company-related costs[95] - General and administrative expenses rose by $371,150 (80%) to $834,244 due to increased costs related to being a public company[103] Salaries and Wages - Salaries and wages decreased by $1,054,219, or 56%, to $829,307 for the six months ended June 30, 2024, due to staff reductions and lower stock-based compensation[96] - Salaries and wages decreased by $35,938 (7%) to $446,924 due to staff reductions and lower stock-based compensation[103] Research and Development Expenses - Research and development expenses increased by $64,728, or 6%, to $1,121,890 for the six months ended June 30, 2024, driven by investments in next-generation AI platform development[96] - Research and development expenses decreased by $6,011 (2%) to $328,715 due to the elimination of certain software costs[103] - All research and development costs are expensed as incurred, including internal and third-party R&D costs[124] Net Loss and Financial Performance - Net loss widened by $3,163,542, or 59%, to $8,504,362 for the six months ended June 30, 2024 compared to the same period in 2023[89] - The company has a working capital deficiency of $776,256 and total cash of $627,847, raising substantial doubt about its ability to continue as a going concern[106] - Net cash used in operating activities was $4,557,406 for the six months ended June 30, 2024, compared to $1,602,982 in the same period in 2023[109] IPO and Financing Activities - The company completed its IPO on February 26, 2024, raising approximately $5.95 million gross proceeds by offering 1.4 million units at $4.25 per unit[88] - Cash provided by financing activities was $5,187,384, primarily from the sale of common stock units and preferred shares[112] - Current assets increased by $861,157 (6744%) to $873,927, primarily due to the initial public offering[105] - Current liabilities decreased by $6,243,946 (79%) to $1,650,183, mainly due to the settlement of convertible notes and trade liabilities[106] Product Development and Future Plans - The company anticipates launching its improved DISA product in the third quarter of 2024[90] Stock-Based Compensation and Accounting Policies - Stock-based compensation is measured using the fair value-based method and recognized over the vesting period[125] - The Black-Scholes model is used to measure the fair value of stock-based compensation, considering exercise price, expected dividends, volatility, risk-free rate, and expected life of options[126] FASB Updates and Accounting Standards - FASB issued ASU 2020-06, simplifying accounting for convertible instruments, effective for fiscal years beginning after December 15, 2023[127] - The adoption of ASU 2020-06 is not expected to have a material effect on the company's financial statements[128] - FASB issued ASU 2023-07, enhancing segment reporting disclosures, effective for annual periods beginning after December 15, 2023[129] - FASB issued ASU 2023-09, improving income tax disclosures, effective for fiscal years beginning after February 1, 2025[130] - The company does not expect ASU 2023-09 to have a material impact on its financial statements[130] - The company is currently evaluating the impact of ASU 2023-07 on its financial statements and disclosures[129] - As a smaller reporting company, the company is not required to provide certain market risk disclosures[130]

Vocodia Holdings Announces $2.8 million Preferred Stock Purchase Agreement as part of a $3.0 million Capital Raise Boca Raton, FL, August 5, 2024 – Vocodia Holdings Corp (CBOE: VHAI) ("Vocodia" or the "Company") a leader in AI software development focusing on practical AI applications, today announced the execution of a Securities Purchase Agreement (the "SPA") and a Placement Agency Agreement marking a pivotal step in Vocodia's strategic growth initiatives and capital structure optimization. Under the term ...

CHICAGO, Aug. 02, 2024 (GLOBE NEWSWIRE) -- Vocodia Holdings Corp. (CBOE: VHAI), a pioneering AI software company specializing in practical AI solutions, today invites the public to try out one of four groundbreaking Conversational AI demos to see how Vocodia's Digital Intelligent Sales Agents (DISA) actually work. Vocodia's technology platform harnessed the power of conversational AI and is changing the game for contact centers in all industries and today we are inviting you to take a closer look at DISA an ...