VHAI Vocodia Holdings Corp

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 terms of the SPA, the Company has entered into an agreement with certain accredited investors for the sale of (i) 2,800 shares of Series C Convertible Preferred Stock at a purchase price of $1,000 per share, totaling $2,800,000, and (ii) 20,000 shares of Series D Convertible Redeemable Stock at a purchase price of $0.0001 per share. This initial investment is part of a broader plan that includes provisions for additional investments, targeting a total capital raise of $3,000,000.

The Company has also issued Certificates of Designation for both Series C and Series D Preferred Stocks, detailing their respective rights, preferences, and limitations. The Series C Preferred Stock is convertible into common stock under specific conditions, while the Series D Preferred Stock will be redeemed according to its terms.

Series C Convertible Preferred Stock: Features include a dividend rate of 8% per annum, which dividends shall be paid by the Company in shares of common stock or in cash, at the option of the Company. A higher dividend rate of 12% applies if a triggering event occurs. The Series C Convertible Preferred Stock shall have preference in liquidation and shall entitle its holder to vote on all matters presented to the stockholders for approval together with the shares of common stock, voting together as a single class, on an “as converted” basis. The Series C Convertible Preferred Stock will be redeemed at a price equal to 100% of the aggregate stated value on specific conditions.

Series D Redeemable Preferred Stock: No dividends are due, and the stock will be redeemed at a price equal to 100% of the aggregate stated value on specific conditions. Each Series D Preferred Stock shall entitle the holder thereof to vote with 10,000 votes exclusively with respect to the reverse stock split proposal at the Company’s next stockholder meeting.

In conjunction with the SPA, Vocodia Holdings Corp, Inc. has also entered into a Placement Agency Agreement with Alexander Capital L.P.

About Vocodia Holdings Corp.Vocodia is an AI software company that develops practical AI solutions, making them easily accessible for businesses through cloud-based platforms. These solutions are cost-effective and scalable to enterprise levels. Vocodia specializes in conversational AI, providing scalable enterprise-level AI sales and customer service solutions. Their Digital Intelligent Sales Agents (DISAs) are designed to sound and feel human, performing tasks that require human-like conversation, thereby reducing labor costs and enhancing communication effectiveness. For more information, please visit: http://www.vocodia.com.

Forward-Looking Statements
This release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: "anticipate," "intend," "plan," "believe," "project," "estimate," "expect," strategy," "future," "likely," "may,", "should," "will" and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the risks and uncertainties more fully in the section captioned "Risk Factors" in the Company's Registration Statement on Form S-1 related to the public offering (SEC File No. File No. 333-269489) and other reports we file with the SEC. As a result of these matters, changes in facts, assumptions not being realized or other circumstances, our actual results may differ materially from the expected results discussed in the forward-looking statements contained in this press release. Forward-looking statements contained in this announcement are made as of this date and undertake no duty to update such information except as required under applicable law.

Investor Relations Contact:Jeff RamsonPCG Advisory646-863-6893jramson@pcgadvisory.com