Certificate of Incorporation/Bylaws Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On August 2, 2024, Vocodia Holdings Corp, Inc. (the "Company," "we" or "us") 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"). Further to this initial investment, the SPA contemplates additional investments for an additional $200,000.

The Series C Preferred Stock (the "Shares") are convertible into shares of the Company's common stock, $0.0001 per share (the "Common Stock") subject to the terms of the Series C COD (as defined below). The Series D Preferred Stock shall be redeemed in accordance with the redemption terms of the Series D COD (as defined below). The SPA includes customary representations, warranties and covenants by the Company and the Purchaser, as well as conditions to closing, including that, after appearance at a hearing panel of the Cboe Global Markets, Inc. (the "CBOE") scheduled for August 8, 2024, the CBOE shall have approved the Company's request for continued listing, subject to compliance with the minimum continued listing standards set forth in Listing Rule 14.9(e)(2) of the CBOE and compliance with the minimum bid price requirement under Listing Rule 14.9(e)(1)(B) of the CBOE.

Placement Agency Agreement

The Company entered into that certain placement agency agreement, dated August 2, 2024 (the "Placement Agency Agreement"), by and between the Company and Alexander Capital L.P. ("Alexander") in relation to the Offering. Alexander will be paid a cash fee of 6.0% of the aggregate gross cash proceeds to the Company from the sale of the securities in the Offering to investors which contacted Alexander, have been contacted by Alexander, were introduced by Alexander to the Company or contacted the Company as a result of Alexander's process and a cash fee of 4.0% of the aggregate gross cash proceeds to the Company from the sale of the securities in the Offering to other investors.

Registration Rights Agreement

The Company entered into that certain registration rights agreement, dated August 2, 2024 (the "RRA"), by and between the Company and the Purchasers pursuant to which the Company shall, within 60 days after the Second Closing, file with the Securities and Exchange Commission (the "SEC") an initial Registration Statement covering the maximum number of registrable securities as shall be permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such registrable securities by the Purchaser under Rule 415 under the U.S Securities Act of 1933 (the "Securities Act") at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and the Purchasers in consultation with their respective legal counsel, subject to the aggregate number of authorized shares then available for issuance in its articles of incorporation.

The forgoing descriptions of the SPA, the PAA and the RRA are qualified in their entirety by reference to the form of the SPA, the PAA and RRA filed hereto as Exhibits 10.1, 10.2 and 10.3 respectively, and incorporated herein by reference.