AUDDIA INC. SEC Filings

Auddia Inc., an AI-focused audio technology company, reported minimal revenue and continued losses for the quarter and six months ended June 30, 2026. Revenue was $7,584 for both the quarter and year-to-date, primarily from the Discovr Radio platform. Operating expenses reached $3.0 million for the quarter and $5.3 million year-to-date, driven by higher sales and marketing, general and administrative, and $0.9 million of restructuring costs tied largely to a pending reverse merger transaction.

The company posted a quarterly net loss of $2.98 million and a year-to-date net loss of $5.26 million, increasing its accumulated deficit to $102.6 million. Auddia strengthened its balance sheet through an April 2026 equity and warrant financing, lifting cash and cash equivalents to $9.56 million and total assets to $11.54 million versus $5.20 million at December 31, 2025. Management expects current cash to fund operations only into the second quarter of 2027 and explicitly states that recurring losses and the need for additional financing raise substantial doubt about the company’s ability to continue as a going concern, even as it pursues a proposed business combination with Thramann Holdings.

Auddia Inc. plans a stock-for-stock merger into a new holding company, McCarthy Finney, Inc. (“Holdco”), alongside Thramann Holdings, LLC. Each share of Auddia Common Stock will be converted into one share of Holdco Common Stock, and each share of Auddia Series C Preferred Stock will convert into one share of Holdco Series C Preferred Stock.

Concurrently, Thramann Holdings’ membership interests will be exchanged for Holdco Special Preferred Stock and $3.5 million of Holdco Notes. Immediately after closing, Auddia securityholders are expected to own about 20% of the economic interests of Holdco, while Jeffrey Thramann will control 80% of the voting power through Holdco Special Preferred Stock, making Holdco a Nasdaq “controlled company.” Holdco intends to list its common stock on the Nasdaq Capital Market under the symbol “MCFN,” subject to approval. Auddia’s board, following a special committee process and a fairness opinion from Houlihan Capital, unanimously recommends stockholders vote FOR the merger and related proposals at the September 23, 2026 virtual special meeting.

Auddia Inc. describes a pending merger under which Auddia and four AI-focused target companies controlled by Thramann Holdings would become subsidiaries of McCarthy Finney, which will become a publicly traded holding company and whose common stock would trade under ticker MCFN. Stockholders are expected to vote on the merger at a special meeting in late August 2026.

To fund these target companies while the merger is pending, Auddia approved senior unsecured bridge notes of up to $360,000 for Thramann Holdings, $400,000 for LT350, $590,000 for Influence Healthcare, and $50,000 for Voyex, bearing 8.0% annual interest, compounded annually. The notes were reviewed and approved by a special committee of independent and disinterested directors and the Audit Committee, and no further amounts will be funded if the merger agreement is terminated. Notes generally mature on the earlier of two years after any merger termination or a change of control, with a 50% principal premium on change-of-control events for LT350, Influence and Voyex. LT350, Influence, and Voyex notes may convert at a 20% discount in a qualified equity financing of at least $3,000,000, $2,000,000, and $1,000,000, respectively, while the Thramann Holdings note is not convertible. Funds advanced under the notes will be counted toward Auddia’s $12,000,000 minimum net cash condition required at merger closing.

Auddia Inc. filed a Current Report disclosing the acquisition-related financial disclosures for Thramann Holdings, LLC and attached unaudited combined financial statements and pro forma combined financial information.

The filing states that unaudited combined financial statements of Thramann Holdings, LLC as of March 31, 2026 and December 31, 2025, and pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of March 31, 2026 are included as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference. The report is provided under Item 9.01 (Financial Statements and Exhibits).

Auddia Inc. filed an 8-K providing detailed financial information for its planned business combination with Thramann Holdings. The filing includes unaudited combined and consolidated financials for Thramann, which is pre-revenue and recorded net losses of $245,509 in Q1 2026 and $105,721 in Q1 2025, raising going concern doubts.

Thramann’s assets were $2.8 million as of March 31, 2026, largely driven by $2.8 million of intangible assets tied to patents and software, funded by consideration payable of $1.8 million. The filing also presents unaudited pro forma combined financials showing the merger will be accounted for as a reverse recapitalization, with Thramann as the accounting acquirer.

Pro forma data illustrate a planned $12.0 million equity financing for Auddia and issuance of $3.5 million of Pubco notes to Thramann’s owner. Auddia shareholders are expected to own about 20% of the combined company at closing, with the remainder held primarily by Jeff Thramann, subject to net cash and other adjustments.

Auddia Inc. reported another loss-making quarter with no revenue in Q1 2026 while pursuing a transformative merger. For the three months ended March 31, 2026, the company generated no revenue and recorded a net loss of $2,281,553, wider than the $1,752,565 loss a year earlier, driven by higher sales and marketing, general and administrative, and restructuring costs.

Cash and cash equivalents fell to $1,413,387 from $3,186,985 at year-end, with operating activities using $2,275,114 in cash and management stating that existing cash plus approximately $12.9M of 2026 financing will fund operations only into the first quarter of 2027, leading to substantial doubt about continuation as a going concern.

The company executed significant equity financings, including selling 98,043 shares under an at-the-market program in Q1 2026 and a registered public offering on April 24, 2026 of 1,405,006 common shares, 3,679,737 pre-funded warrants, and 5,084,783 common warrants for gross proceeds of $12M, alongside prior Series B and Series C preferred stock rounds that have now been fully exchanged into common shares.

Auddia also agreed to a definitive merger with Thramann Holdings under which it will be renamed McCarthy Finney, with existing Auddia shareholders expected to own a 20% economic interest and entities controlled by founder Jeff Thramann an 80% interest, subject to adjustments based on closing cash and conditions including shareholder approval, Nasdaq listing, and maintaining at least $12M in cash at closing.

Auddia Inc. ownership disclosure by Iroquois Capital, Richard Abbe and Kimberly Page. The statement reports aggregate beneficial holdings that reflect exercised-limited warrants: total reported holdings include 581,421 shares (9.99%) for Richard Abbe and 350,000 shares (6.17%) for Iroquois Capital and Kimberly Page. The percentages give effect to Beneficial Ownership Blockers that prevent exercise of warrants above a 9.99% cap. The filing states 5,364,050 shares outstanding as of April 30, 2026 and that 455,981 shares are issuable on exercise of the reported warrants after applying the blockers.

Auddia Inc. approved significant cash bonuses for its top executives and reported results from a recent special shareholder meeting. The Compensation Committee granted a $350,000 bonus to Chief Executive Officer Jeffrey Thramann and a $150,000 bonus to Chief Financial Officer John Mahoney, citing in part the successful completion of the Company’s recent $12 million public offering. These bonuses will be paid in the next regular pay period.

At the Special Meeting of Stockholders, shareholders approved giving the board discretionary authority to implement a proposed reverse stock split, with 803,150 votes for, 610,518 against, and 20,574 abstentions. Shareholders also approved a proposal to adjourn the meeting if needed, with 830,688 votes for, 580,223 against, and 23,330 abstentions.

SEG Opportunity Fund, LLC reports beneficial ownership of 500,000 shares of Auddia Inc. Common Stock. The filing shows shared voting and shared dispositive power for 500,000 shares, equal to 9.32% of the outstanding common stock based on 5,364,050 shares outstanding as of April 30, 2026.