10-K/A: Vocodia Holdings Corp Files Amended 10-K, Cites Auditor Consent and Filing Date Errors

Sentiment:

Form 10-K/A 1 May 2025 10:14 AM

Vocodia Holdings Corp files an amendment to its 10-K report to correct errors related to auditor consent letters and the filing date.

Capital raiseThe company states that its ability to continue as a going concern is dependent upon its capacity to raise additional capital through equity or debt financing.Management plans to continue to raise funds and/or refinance indebtedness to support operations in 2024 and beyond.

Worse than expectedThe company's net loss increased from $8.71 million in 2023 to $10.03 million in 2024.The company's accumulated deficit increased from $90.5 million in 2023 to $100.5 million in 2024.The auditor has expressed substantial doubt about the company's ability to continue as a going concern.

Summary

Vocodia Holdings Corp filed an amendment to its original 10-K report for the fiscal year ended December 31, 2024.
The amendment addresses the inadvertent filing of draft consent and opinion letters from its auditor.
The filing date was also incorrectly stated in the original report and has been corrected to April 30, 2025.
This amendment replaces Item 16 and Exhibit 23.1 of the original Form 10-K.
The company's principal executive officer and principal financial officer certifications are included as exhibits.
The amendment does not modify or update other disclosures or exhibits from the original 10-K, nor does it change previously reported financial results or reflect events after the original filing date.
The company had a net loss of approximately $10.03 million for the year ended December 31, 2024.
The company had an accumulated deficit of $100.5 million as of December 31, 2024.
The company used cash in operations of approximately $5.4 million for the year ended December 31, 2024.
The company completed an Initial Public Offering of its securities in February 2024, raising $5.95 million in gross proceeds.
There is substantial doubt about the company's ability to continue as a going concern.
Management plans to continue to raise funds and/or refinance indebtedness to support operations.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the company's significant net losses, accumulated deficit, and the auditor's going concern warning. While the IPO is a positive event, the company's financial situation remains precarious.

Positives

The company completed an Initial Public Offering of its securities in February 2024, raising $5.95 million in gross proceeds.

Negatives

The company had a net loss of approximately $10.03 million for the year ended December 31, 2024.
The company had an accumulated deficit of $100.5 million as of December 31, 2024.
The company used cash in operations of approximately $5.4 million for the year ended December 31, 2024.
There is substantial doubt about the company's ability to continue as a going concern.

Risks

There is substantial doubt about the company's ability to continue as a going concern.
The company's ability to continue operating is dependent on raising additional capital through equity or debt financing, but there is no assurance that such funding will be available.
The company faces legal proceedings, including a putative class action lawsuit and an arbitration, which could result in damages and legal fees.

Future Outlook

Management plans to continue to raise funds and/or refinance indebtedness to support operations in 2024 and beyond; however, no assurances can be given that they will be successful.

Industry Context

The company operates in the conversational AI technology sector, which is experiencing rapid growth. However, the company faces competition from larger, more established players.

Comparison to Industry Standards

It's difficult to compare Vocodia's results directly to industry standards due to its unique business model and stage of development.
However, the company's net loss and accumulated deficit are significant and raise concerns about its long-term viability.
Other companies in the AI space, such as C3.ai and SoundHound AI, have also experienced losses, but they have stronger balance sheets and more diversified revenue streams.

Legal Proceedings

The Company received correspondence in February, 2023 from an attorney representing a former customer of the Company.
The Company received a letter dated August 28, 2023, from an attorney hired on behalf of a former employee of the Company.
On December 20, 2023, an individual filed a putative class action lawsuit against a customer of the Company that was using the Companys DISAs, adding the Company as a party.
ProofPositive LLC (ProofPositive) commenced an arbitration (Arbitration) before the American Arbitration Association (AAA) against the Company, Brian Podolak and his wife (under a pseudonym) on or about May 31, 2024.
Carstens, Allen & Gourley, LLP (Carstens) commenced an action before the Texas Civil Court against the Company on or about August 12, 2024.
On December 16, 2024, MAI Voice GCO, LLC filed a verified complaint alleging breach of contract and seeking $32,090.
In March, 2025, Berkowitz Pollack & Brant Advisors filed a lawsuit against the Company for unpaid professional fees in the amount of $48,057.
In April 2025, the Company settled a lawsuit previously filed against the Company by Carstens Allen and Gourley.

Related Party Transactions

During the years ended December 31, 2024 and 2023, the Company incurred approximately $40,000 and $4,318, respectively, in investor marketing and relations services from a company owned by the former chief strategy officer.
On August 1, 2022, the Company entered into a lending arrangement with a related party, the prior owner of Click Fish Media.
During the years ended December 31, 2024 and 2023, 47 Capital Management LLC, an entity wholly owned by the former CFO, billed the Company $0 and $121,596.
During the year ended December 31, 2024 and 2023, Thornhill Advisory Group, Inc., an entity majority owned by the former CFO, billed the Company $297,457 and $86,200, respectively.
In January 2024, shares were issued to the CEO, Chief Product Officer, and a company owned by the CFO for settlement of accounts payable.

Stakeholder Impact

Shareholders face significant risk due to the company's financial instability and potential inability to continue as a going concern.
Employees may be affected by potential cost-cutting measures or layoffs if the company is unable to secure additional funding.
Customers may experience disruptions in service if the company's financial situation deteriorates.
Suppliers and creditors face the risk of non-payment if the company is unable to meet its financial obligations.

Next Steps

Management plans to continue to raise funds and/or refinance indebtedness to support operations in 2024 and beyond.
The company is negotiating with Carstens for a mutually acceptable settlement.

Key Dates

Date	Description
2021-04-27	Vocodia Holdings Corp was incorporated in the State of Wyoming.
2022-08-02	Vocodia purchased all outstanding shares of Click Fish Media, Inc.
2023-09-27	The Company amended the certificate of designation to authorize 3,000 preferred shares, par value $0.0001, as Series B Preferred Stock.
2024-02	The company completed an Initial Public Offering of its securities.
2024-04-30	Original Form 10-K filed.
2024-08-02	The Company issued a Certificate of Designation of Series C Convertible Preferred Stock designating 7,000 shares of its authorized and unissued preferred stock as Series C Preferred Stock with a stated value of $1,000.00 per share.
2024-08-02	The Company issued a Certificate of Designation of Series D Preferred Stock designating 20,000 shares of its authorized and unissued preferred stock as Series D Preferred Stock with a stated value of $0.0001 per share.
2024-08-02	The Company entered into a Securities Purchase Agreement (the SPA) with certain accredited investors (the Purchasers) for the sale of (i) 2,800 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the Series C Preferred Stock, and the closing of such sale the Second Closing) at a purchase price of $1,000 per share for a total of $2,800,000 and (ii) 20,000 shares of Series D Redeemable Preferred Stock, par value $0.0001 per share (the Series D Preferred Stock and the closing of such sale, the First Closing) at a purchase price of $0.0001 per share for a total of $2.00 (the Offering).
2024-09-17	Pursuant to section 8 of the SPA, the Purchasers and the Company have terminated the SPA and any and all obligations therein for both the Company and the Purchasers under the SPA and any related transaction documents.
2024-09-18	Entered into a Convertible Note with a principal amount of $105,300 including $15,300 debt discount at a 22% interest rate per annum.
2024-12-16	MAI Voice GCO, LLC filed a verified complaint alleging breach of contract and seeking $32,090.
2024-12-20	Entered into a Convertible Note with a principal amount of $60,000 including $10,000 debt discount at a 20% interest rate compounded monthly.
2025-04-30	Amended Form 10-K/A filed.

Keywords

10-K/A, amendment, financial statements, Vocodia Holdings Corp, auditor consent, going concern, financial results, net loss, accumulated deficit, IPO

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