Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 13, 2026 (the "Effective Date"), Vocodia Holdings Corp ("Vocodia" or the "Company") entered into a Securities Purchase and Share Exchange Agreement (the "Agreement") with WEB3 REX INC, a Wyoming corporation ("WEB3 REX"), and the shareholders of WEB3 REX (the "Sellers").

The Transaction Pursuant to the Agreement, Vocodia agreed to acquire fifty-one percent (51%) of the issued and outstanding capital stock of WEB3 REX (the "Subject Shares") from the Sellers. WEB3 REX owns and operates proprietary data privacy software and intellectual property known as the "WEB3 REX" platform.

Consideration In consideration for the Subject Shares, Vocodia agreed to issue the following securities (collectively, the "Exchange Shares") to the Sellers or their designees:

The Parties acknowledged that the issuance of the Series A Super-Voting Preferred Stock does not constitute a "Change of Control" of Vocodia, as the existing Series A Preferred Stockholders (Brian Podolak and James Sposato) retain aggregate majority voting control.

Conditions to Closing The Closing of the transaction is subject to customary conditions, including the delivery of WEB3 REX's audited financial statements for the two most recent fiscal years, prepared by a Public Company Accounting Oversight Board ("PCAOB") registered firm. The Closing is scheduled to occur no later than three business days following the satisfaction of the closing conditions.

Closing has not occurred by April 30, 2026 (the "Outside Date"), either party may terminate the Agreement, provided that the Outside Date may be automatically extended to June 29, 2026, if the auditors confirm they are proceeding in good faith to complete the PCAOB audit.

Management Changes As a condition to the Sellers' obligation to close, Jason Melo shall be appointed as the Chief Executive Officer (CEO) and a Director of Vocodia.

Covenants and Clawback Vocodia has covenanted to use commercially reasonable efforts to raise $3,000,000 in gross proceeds within twelve (12) months following the Closing. If this financing is not completed within the 12-month period:

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Pursuant to the Agreement, the Company agreed to issue 5,000 shares of Series C Convertible Preferred Stock and 2,000,000 shares of Series A Super-Voting Preferred Stock to the Sellers (the "Securities"). The issuance of the Securities will be made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder, as a transaction by an issuer not involving a public offering.