AUUD

Auddia Inc. Form 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 6, 2024 (September 3, 2024)

AUDDIA

INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40071

45-4257218

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1680 38th Street, Suite 130

Boulder, Colorado

80301

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (303) 219-9771

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of exchange on which registered

Common Stock

AUUD

Nasdaq Stock Market

Common Stock Warrants

AUUDW

Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02.Results of Operations and Financial Condition.

As previously announced, Auddia Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “White Lion Purchase Agreement”) with White Lion Capital, LLC (“White Lion”) on November 14, 2022. On September 3, 2024, the Company closed on a sale of the Company’s common stock under the White Lion Purchase Agreement. The Company issued an aggregate of 1,225,263 common shares and received aggregate proceeds of approximately $1.3 million.

Following the sale pursuant to the White Lion Purchase Agreement, the Company’s outstanding shares of common stock have increased to 5,669,459 common shares outstanding as of September 3, 2024.

Item 7.01Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated by reference into this Item 7.01.

The information in Items 2.02 and 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

2

SIGNATURES

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.

AUDDIA INC.

September 6, 2024

By: /s/ John Mahoney

Name: John Mahoney

Title: Chief Financial Officer

3

Auddia Inc. Form 8-K

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0001554818

2024-08-20 2024-08-20

0001554818

us-gaap:CommonStockMember

2024-08-20 2024-08-20

0001554818

AUUD:CommonStockWarrantsMember

2024-08-20 2024-08-20

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 20, 2024

AUDDIA

INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40071

45-4257218

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1680 38th Street, Suite 130

Boulder, Colorado

80301

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (303) 219-9771

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of exchange on which registered

Common Stock

AUUD

Nasdaq Stock Market

Common Stock Warrants

AUUDW

Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02.Results of Operations and Financial Condition.

As previously announced, Auddia Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “White Lion Purchase Agreement”) with White Lion Capital, LLC (“White Lion”) on November 14, 2022. On August 20, 2024, the Company closed on a sale of the Company’s common stock under the White Lion Purchase Agreement. The Company issued an aggregate of 1,650,000 common shares and received aggregate proceeds of approximately $2.0 million.

Following the sale pursuant to the White Lion Purchase Agreement, the Company’s outstanding shares of common stock have increased to 4,444,196 common shares outstanding as of August 22, 2024.

Item 7.01Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated by reference into this Item 7.01.

The information in Items 2.02 and 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

2

SIGNATURES

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.

AUDDIA INC.

August 23, 2024

By: /s/ John Mahoney

Name: John Mahoney

Title: Chief Financial Officer

3

EX-99.1

2 auddia_ex9901.htm

PRESS RELEASE

Exhibit 99.1

Auddia Announces New $3.5M Financing

Proceeds will advance the recently announced enhanced podcast initiatives and support faidr 3.1 UX improvements

New financing better positions the Company for its ongoing M&A strategy

Financing secured without providing warrant coverage

BOULDER, CO /

March 18, 2024 / Auddia Inc. (NASDAQ:AUUD) (NASDAQ:AUUDW) ("Auddia" or the "Company"), developer of a proprietary AI platform for audio and innovative technologies for podcasts that is reinventing how consumers engage with audio, today announced that it has closed on $3.5M of new financing by selling 1.3M common shares from its previously announced equity line.

“We have a number of product enhancements to faidr that are in our pipeline in addition to the innovative Seamless Play and Forward+ capabilities we announced as part of our Enhanced Podcasts suite last week.”, said Theo Romeo, Chief Product Marketing Officer for Auddia. “This financing allows us to lock these products into our roadmap in an ongoing effort to improve the user experience and performance metrics.”

Management believes that by strengthening the balance sheet and improving the premium listening experience available on faidr, which includes commercial free AM/FM listening with the ability to skip content and the enhanced podcast listening experiences facilitated by Seamless Play and Forward+, that the Company is better positioned to execute on its M&A strategy.

“One of the key synergies that makes our M&A strategy so attractive is upselling premium subscriptions to consumers already listening to standard AM/FM streams and podcasts,” said Michael Lawless, Auddia CEO. “We expect that everything we do to enhance the premium experience on faidr will translate directly to increased subscriptions not only from our own user base but from the user bases we are able to acquire and those we are able to reach through our upcoming SAAS offerings.”

Following the equity line activity described above, the Company has 2,150,337 common shares outstanding as of March 15, 2024.

About Auddia Inc.

Auddia, through its proprietary AI platforms for audio is reinventing how consumers engage with AM/FM radio, podcasts, music, and other audio content. Auddia’s flagship audio superapp, called faidr, brings three industry firsts to the audio-streaming landscape: subscription-based, ad-free listening on any AM/FM radio station; podcasts with interactive digital feeds that support deeper stories and create new revenue streams for podcasters; and a proprietary chat interface for music. faidr also delivers exclusive content and playlists, and showcases exciting new artists, hand-picked by curators and DJs. All differentiated offerings address large and rapidly growing audiences.

For more information visit: www.auddia.com

Forward-Looking Statements

This press release contains forward-looking

statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the Company's current expectations about future results, performance, prospects and opportunities. Statements that are not historical facts, such as "anticipates," "believes" and "expects" or similar expressions, are forward-looking statements. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the Company's current plans and expectations, as well as future results of operations and financial condition. These and other risks and uncertainties are discussed more fully in our filings with the Securities and Exchange Commission. Readers are encouraged to review the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, as well as other disclosures contained in the Annual Report and subsequent filings made with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations:

Kirin Smith, President

PCG Advisory, Inc.

ksmith@pcgadvisory.com

www.pcgadvisory.com