8-K: Vocodia Secures Forbearance, Exchanges Warrants

Vocodia Holdings Corp. entered a forbearance agreement with a key investor to address defaults and exchanged a warrant, increasing its debt by $385,000.

Summary

• Vocodia Holdings Corp. (the Company) entered into a Forbearance and Warrant Exchange Agreement (the Agreement) with Eleven 11 Management LLC (the Investor) on December 23, 2025.
• The Agreement addresses existing events of default under the Company's Senior Secured Convertible Promissory Note dated May 13, 2025, and related agreements, including the Company's failure to remain current with its SEC reporting obligations.
• The Investor agreed to forbear from exercising its rights and remedies regarding these defaults, conditioned upon the Company becoming fully current in its SEC reporting obligations within thirty (30) days.
• During the forbearance period, interest will accrue at the non-default rate, and the Investor will not charge Monitoring Fees or initiate collection actions against the collateral.
• In connection with the forbearance, the Investor surrendered and the Company canceled a Common Share Purchase Warrant issued on May 13, 2025, for 611,111,111 Warrant Shares.
• As consideration for the surrender and cancellation of the Warrant, the Outstanding Balance under the Loan Documents increased by $385,000.
• Prior to the Agreement, the balance due under the Loan Documents as of December 23, 2025, was $1,106,814.81, which now totals $1,491,814.81.
• The Agreement also includes a permanent waiver of certain covenants related to cryptocurrency and digital-asset transactions, releasing the Company from obligations regarding the use of proceeds for such transactions.

Sentiment

Score: 4

Explanation: The company successfully negotiated a forbearance agreement, preventing immediate default remedies and gaining flexibility regarding cryptocurrency covenants. However, this came at the cost of increasing its debt by $385,000, and the agreement highlights prior defaults, including a failure to meet SEC reporting obligations, which must be rectified within 30 days.

Positives

• The Investor agreed to forbear from exercising default remedies, preventing immediate collection actions and providing the Company time to rectify its reporting deficiencies.
• Interest will accrue at the non-default rate during the forbearance period, reducing the immediate financial burden compared to default rates.
• The Investor will not charge Monitoring Fees or initiate collection actions against collateral during the forbearance period.
• A permanent waiver of certain covenants related to cryptocurrency and digital-asset transactions provides the Company with greater operational flexibility.

Negatives

• The Company was in default on its Senior Secured Convertible Promissory Note, including a failure to meet SEC reporting obligations, indicating past compliance and financial issues.
• The outstanding balance under the Loan Documents increased by $385,000 as consideration for the warrant cancellation, adding to the Company's debt burden.
• The Company must become fully current in its SEC reporting obligations within 30 days, highlighting a current compliance deficiency that requires immediate attention.

Risks

• Failure to become current with SEC reporting obligations within 30 days could lead to the Investor exercising its full rights and remedies under the Loan Documents, including collection actions.
• The increased debt burden of $385,000 adds to the Company's financial obligations and could impact future liquidity and profitability.
• The existence of prior defaults suggests potential underlying financial instability or operational challenges that may persist.

Future Outlook

The Company's immediate future outlook is focused on achieving compliance, as the forbearance is conditioned upon becoming fully current in its SEC reporting obligations within 30 days. This indicates a critical near-term operational and regulatory priority.

Management Comments

• "Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized." (Signed by Brian Podolak, Chief Executive Officer)

Industry Context

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Corporate Governance

Related Party Transactions

• Vocodia Holdings Corp. entered into a Forbearance and Warrant Exchange Agreement with Eleven 11 Management LLC, a significant investor and creditor holding the Senior Secured Convertible Promissory Note.

Stakeholder Impact

• Shareholders: The increased debt burden could impact future equity value, but the resolution of immediate default concerns may provide short-term stability.
• Creditors (Eleven 11 Management LLC): Agreed to forbearance, but received an increase in the outstanding balance of their loan as consideration.
• Regulatory Authorities (SEC): The Company is now under a strict 30-day deadline to become current with its SEC reporting obligations, indicating increased scrutiny.

Next Steps

• Vocodia Holdings Corp. must become fully current in its SEC reporting obligations within thirty (30) days following December 23, 2025.

Key Dates

Recommendation

The company has addressed immediate default concerns through a forbearance agreement, which is a positive for short-term stability. However, this came at the cost of increased debt and highlights ongoing issues with SEC reporting compliance. Investors should hold to see if the company successfully remedies its reporting deficiencies and demonstrates improved financial health before making further investment decisions. The long-term implications of the increased debt and the underlying reasons for the defaults need further evaluation.

Keywords

Vocodia Holdings Corp, VHAI, Forbearance Agreement, Warrant Exchange, SEC Reporting, Default, Promissory Note, Debt Restructuring, Corporate Governance, Cryptocurrency Covenants