Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On December 23, 2025, Vocodia Holdings Corp (the "Company") entered into a Forbearance and Warrant Exchange Agreement (the "Agreement") with Eleven 11 Management LLC (the "Investor"). The Agreement addresses certain events of default under the Company's existing Senior Secured Convertible Promissory Note dated May 13, 2025, and related agreements (the "Loan Documents").

Pursuant to the Agreement, the Investor has agreed to forbear from exercising its rights and remedies with respect to specific existing defaults, including the Company's failure to remain current with its SEC reporting obligations. The forbearance is conditioned upon the Company becoming fully current in its SEC reporting obligations within thirty (30) days following the effective date of the Agreement. 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 securing the Note.

In connection with the forbearance, the Agreement effectuates a securities exchange under Section 3(a)(9) of the Securities Act of 1933, which provides an exemption from registration for securities exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange. The Investor has surrendered and the Company has 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 is increased by $385,000. Prior to the Agreement the balance due under the Loan Documents as of the Effective Date, including principal, interest, penalties, fees and all other amounts due pursuant to the terms of the Loan Documents was $1,106,814.81

The Agreement also includes a waiver of certain covenants related to cryptocurrency and digital-asset transactions, permanently releasing the Company from obligations regarding the use of proceeds for such transactions.

This summary is qualified in its entirety by reference to the full text of the Forbearance and Warrant Exchange Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.