Auddia Announces Reverse Stock Split

Rhea-AI Summary

Auddia Inc. (NASDAQ: AUUD) announced a 1-for-17 reverse stock split effective March 31, 2025, before market open. The split aims to meet Nasdaq's continued listing requirements, particularly the $1.00 minimum bid price rule.

The company's outstanding shares will decrease from approximately 8.67 million to 510,000 post-split. The reverse split will affect all securities, including preferred stock, warrants, stock options, and restricted stock units, with proportional adjustments to conversion and exercise prices.

No fractional shares will be issued, with any fractional shares being rounded up to the nearest whole share at the participant level. Stockholders with brokerage accounts will have shares automatically adjusted, while those holding physical certificates will receive specific exchange instructions from Vstock Transfer.

Positive

• Strategic move to maintain Nasdaq listing compliance
• No loss of value from fractional shares as they will be rounded up

Negative

• Significant share consolidation indicates previous stock price weakness
• Potential indication of ongoing financial challenges requiring artificial share price support

BOULDER, Colo., March 27, 2025 (GLOBE NEWSWIRE) -- Auddia Inc., (“Auddia” or the “Company”) (NASDAQ: AUUD, AUUDW), an AI first technology company that has built a proprietary AI platform for audio identification and classification to reinvent how consumers engage with audio, today announced that effective before market open on Monday March 31, 2025, it will complete a 1-for-17 reverse stock split of its common stock.

On December 30, 2024, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to affect a reverse stock split with the exact ratio to be set by its Board of Directors. The Board resolved to set the reverse stock split at the ratio of 1-for-17. The Company filed an amendment to its Certificate of Incorporation with the Secretary of State in Delaware effective March 28, 2025, at 5:00 p.m. Eastern Time. As a result, every seventeen (17) issued shares of common stock will automatically be combined into one share of common stock.

The Company believes that affecting the reverse stock split will assist in its efforts to meet the Nasdaq continued listing standards and to continue to have its common stock remain listed and traded on Nasdaq. In particular, the Company expects the reverse stock split to increase the per share price and bid price of its common stock above the $1.00 required by Nasdaq’s Minimum Bid Price Rule.

Shares of the Company’s common stock will be assigned a new CUSIP number (05072K 305) and are expected to begin trading on a split-adjusted basis on Monday, March 31, 2025.

The reverse stock split will not change the authorized number of shares of the Company’s common stock. No fractional shares will be issued in connection with the reverse stock split. In lieu thereof, any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share at the participant level. The Company does not intend to round up fractional shares at the beneficial level and will instead round any such fractional shares up at the participant level with DTC.

The reverse stock split will apply to the Company’s outstanding preferred stock, warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the reverse stock split. The conversion or exercise prices of any outstanding preferred stock, warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.

Once the reverse stock split becomes effective, stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-17 reverse stock split. Existing stockholders holding common stock certificates will receive a letter of transmittal from Auddia’s transfer agent, Vstock Transfer, with specific instructions regarding the exchange of shares.

The Company expects to have its issued and outstanding common shares decrease from approximately 8.67 million pre-split shares to approximately 510,000 post-split shares outstanding as a result of the reverse stock split.

About Auddia Inc.

Auddia, through its proprietary AI platform for audio identification and classification, is reinventing how consumers engage with AM/FM radio, podcasts, and other audio content. Auddia’s flagship audio superapp, called faidr, brings multiple industry firsts to the audio streaming landscape that include:

• subscription based, ad free listening on any AM/FM radio station
• content skipping across any AM/FM station 
• one touch skipping of entire podcast ad breaks
• subscription based, ad free listening to podcast partners

faidr also delivers exclusive content and playlists, and showcases exciting new artists, hand-picked by curators and DJs. 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, 2024, as well as other disclosures contained in the Prospectus 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 Contacts:
Kirin M. Smith
PCG Advisory, Inc.
646.823.8656
ksmith@pcgadvisory.com

FAQ

What is the ratio of Auddia's (AUUD) reverse stock split announced in March 2025?

Auddia announced a 1-for-17 reverse stock split, meaning every 17 shares will be combined into one share.

When will AUUD's reverse stock split take effect?

The reverse stock split will take effect before market open on Monday, March 31, 2025.

How many shares will Auddia (AUUD) have outstanding after the reverse split?

Post-split, Auddia's outstanding shares will decrease from approximately 8.67 million to about 510,000 shares.

Why is Auddia (AUUD) implementing a reverse stock split?

Auddia is implementing the reverse split to meet Nasdaq's continued listing requirements, specifically to increase the stock price above the $1.00 minimum bid price rule.

How will AUUD's reverse split affect existing stockholders' shares?

Brokerage account holders will have shares automatically adjusted, while certificate holders will receive exchange instructions from Vstock Transfer.