8-K: Vocodia Acquires 51% of WEB3 REX, Appoints New CEO

Vocodia Holdings Corp. announced an agreement to acquire a 51% stake in WEB3 REX INC., a data privacy software company, and appoint Jason Melo as its new CEO.

Summary

• Vocodia Holdings Corp. (Vocodia) entered into a Securities Purchase and Share Exchange Agreement with WEB3 REX INC. and its shareholders (Sellers) on January 13, 2026.
• Vocodia will acquire 51% of WEB3 REX's issued and outstanding capital stock, which includes proprietary data privacy software and intellectual property known as the WEB3 REX platform.
• Consideration for the acquisition includes 5,000 shares of Series C Convertible Preferred Stock (convertible into 50% of Vocodia's fully diluted common stock, subject to weighted average anti-dilution protection) and 2,000,000 shares of Series A Super-Voting Preferred Stock issued to Jason Melo (carrying 10,000 votes per share).
• The issuance of Series A Super-Voting Preferred Stock does not constitute a Change of Control, as existing Series A Preferred Stockholders (Brian Podolak and James Sposato) retain aggregate majority voting control.
• Closing conditions include 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.
• An Outside Date for closing is April 30, 2026, which may be automatically extended to June 29, 2026, if the auditors confirm they are proceeding in good faith to complete the PCAOB audit.
• Jason Melo shall be appointed as the Chief Executive Officer (CEO) and a Director of Vocodia as a condition to the Sellers' obligation to close.
• Vocodia has covenanted to use commercially reasonable efforts to raise $3,000,000 in gross proceeds within twelve (12) months following the Closing.
• If the $3,000,000 financing is not completed within the 12-month period, the 51% interest in WEB3 REX will revert to the Sellers, all Series C and Series A Preferred Stock issued to the Sellers will be cancelled, and Jason Melo will resign from all positions at Vocodia.

Sentiment

Score: 5

Explanation: The acquisition of WEB3 REX offers strategic potential in data privacy, but the significant dilution from Series C Preferred Stock and the contingent nature of the deal, tied to a future $3,000,000 capital raise, introduce considerable uncertainty and risk for existing shareholders. The management changes are positive, but the overall structure presents both opportunity and substantial execution risk.

Positives

• Acquisition of 51% of WEB3 REX, gaining proprietary data privacy software and intellectual property, potentially expanding Vocodia's technological capabilities and market reach.
• Entry into the growing data privacy sector, aligning with increasing demand for secure data solutions.
• Appointment of Jason Melo as CEO and Director, potentially bringing new leadership and strategic direction to the company.

Negatives

• Significant potential dilution for existing common shareholders due to the Series C Convertible Preferred Stock, which is convertible into 50% of Vocodia's fully diluted common stock.
• The acquisition is contingent on Vocodia raising $3,000,000 in gross proceeds within 12 months post-closing, introducing substantial uncertainty and a clawback risk.
• Failure to complete the required financing would result in the unwinding of the acquisition and the resignation of the new CEO, Jason Melo.
• The issuance of 2,000,000 Series A Super-Voting Preferred Stock to Jason Melo, while not a change of control, concentrates significant voting power with a single individual.

Risks

• Failure to complete the required $3,000,000 financing within 12 months following the Closing, which would lead to the unwinding of the acquisition, cancellation of preferred stock, and Jason Melo's resignation.
• Delay or failure in obtaining WEB3 REX's audited financial statements for the two most recent fiscal years by a PCAOB registered firm, which is a condition to closing the transaction.
• Potential for significant dilution of common stock due to the conversion of Series C Preferred Stock, impacting existing shareholder value.
• Integration risks associated with acquiring a new company and its technology, potentially affecting operational efficiency and strategic alignment.

Future Outlook

Vocodia Holdings Corp. is strategically expanding into the data privacy software sector through the acquisition of WEB3 REX INC. The company aims to secure $3,000,000 in financing within 12 months post-closing to solidify this acquisition and support future operations, with a new CEO, Jason Melo, expected to lead the company.

Management Comments

• 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.

Industry Context

This acquisition positions Vocodia to enter or expand within the growing data privacy and Web3 technology sectors, which are experiencing increased demand due to evolving regulatory landscapes and consumer concerns over data security. The move aligns with a broader industry trend of companies seeking to integrate or acquire specialized technology to enhance their offerings and competitive edge.

Comparison to Industry Standards

• The contingent nature of the acquisition, tied to a future capital raise, is less common for established companies but can be seen in smaller, growth-focused firms seeking to de-risk transactions. Larger industry players typically secure financing prior to or concurrently with definitive agreements.
• The significant dilution potential (50% of fully diluted common stock) for a 51% stake acquisition is substantial and would be scrutinized by investors compared to typical M&A structures where dilution is often managed more incrementally or through cash considerations.
• The concentration of super-voting shares, while not a change of control, is a governance structure that can be viewed with caution by institutional investors, similar to dual-class share structures seen in some tech giants, but here it's tied to specific individuals rather than a broader class.

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders**: Potential for significant dilution of common stock (50% fully diluted) and uncertainty due to the contingent nature of the acquisition and required capital raise. Existing Series A Preferred Stockholders retain majority voting control.
• **Employees**: New CEO appointment (Jason Melo) may lead to strategic shifts and potential organizational changes post-closing.
• **Customers**: Potential for expanded product offerings and enhanced data privacy solutions through the integration of WEB3 REX's platform.
• **Creditors**: The covenant to raise $3,000,000 in gross proceeds within 12 months could impact the company's financial leverage and ability to meet obligations if unsuccessful.

Next Steps

• WEB3 REX to deliver audited financial statements for the two most recent fiscal years, prepared by a PCAOB registered firm.
• Closing of the transaction to occur no later than three business days following the satisfaction of closing conditions.
• Vocodia to use commercially reasonable efforts to raise $3,000,000 in gross proceeds within 12 months following the Closing.
• Appointment of Jason Melo as CEO and Director of Vocodia upon closing.

Key Dates

Recommendation

While the acquisition of WEB3 REX offers strategic potential in the growing data privacy sector and the appointment of a new CEO could bring fresh leadership, the deal carries substantial risks. The potential for 50% dilution from the Series C Preferred Stock and the contingent nature of the acquisition, dependent on a $3,000,000 capital raise within 12 months, introduce significant uncertainty. Failure to secure this financing would unwind the deal and reverse management changes. Investors should hold to monitor the successful completion of the closing conditions, the capital raise, and the integration of WEB3 REX before considering further investment.

Keywords

Vocodia Holdings Corp, WEB3 REX INC, Acquisition, Data Privacy Software, Intellectual Property, Series C Convertible Preferred Stock, Series A Super-Voting Preferred Stock, Jason Melo CEO, Capital Raise, SEC Filing, 8-K, Corporate Governance, Merger and Acquisition