[10-Q] AUDDIA INC. Quarterly Earnings Report
Auddia Inc. (AUUD) filed its Q3 2025 report, posting no revenue and a net loss of $2.38 million as operating expenses rose to $2.38 million, including $0.81 million in restructuring tied to workforce changes and a proposed business combination. For the nine months, the net loss was $5.70 million.
Cash and cash equivalents were $2.73 million at September 30, 2025. The company raised approximately $5.1 million (net) year-to-date and an additional $2.1 million after quarter‑end, and amended its equity line to $50 million. It also issued 995,000 shares under the equity line for $3.7 million and 78,901 shares via ATM for about $0.7 million in the period; subsequent ATM sales totaled 928,860 shares for $2.1 million.
The filing cites substantial doubt about continuing as a going concern within one year, noting current cash is expected to fund operations only into the third quarter of 2026 without additional capital. As of November 5, 2025, 3,101,423 common shares were outstanding.
- None.
- None.
Insights
Zero revenue, ongoing losses, and going-concern doubt heighten risk.
Auddia reported
The filing states substantial doubt about the ability to continue as a going concern within one year. Liquidity actions included
Key dependencies are successful capital raises and progress on the proposed business combination (terms include an
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| Quarterly REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| For the quarterly period ended | |
| Or | |
| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |
| For the transition period from _____________ to _____________ | |
Commission File No.
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
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| Address of Principal Executive Offices | Zip Code |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| The |
Indicate by check mark whether the registrant:
(1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ |
| Smaller Reporting Company | |
| 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.
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes ☐ No
As of November 5, 2025, there were
AUDDIA INC.
2025 QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
| Page No. | ||
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 4 |
| Condensed Balance Sheets (Unaudited) | 4 | |
| Condensed Statements of Operations (Unaudited) | 5 | |
| Condensed Statements of Changes in Shareholders’ Equity (Unaudited) | 6 | |
| Condensed Statements of Cash Flows (Unaudited) | 8 | |
| Notes to Condensed Financial Statements (Unaudited) | 9 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 33 |
| Item 4. | Controls and Procedures | 33 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 34 |
| Item 1A. | Risk Factors | 34 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 34 |
| Item 3. | Defaults Upon Senior Securities | 34 |
| Item 4. | Mine Safety Disclosures | 34 |
| Item 5. | Other Information | 34 |
| Item 6. | Exhibits | 35 |
| Signatures | 37 | |
Unless we state otherwise or the context otherwise requires, the terms “Auddia,” “we,” “us,” “our” and the “Company” refer to Auddia Inc., a Delaware corporation.
| 2 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “continue” or the negative of these terms or other comparable terminology.
Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:
| · | the sufficiency of our existing cash to meet our working capital and capital expenditure needs over the next 12 months and our need to raise additional capital; | |
| · | our ability to generate revenue from new software services; | |
| · | our limited operating history; | |
| · | our ability to maintain proper and effective internal financial controls; | |
| · | our ability to continue to operate as a going concern; | |
| · | changes in laws, government regulations and policies and interpretations thereof; | |
| · | our ability to obtain and maintain protection for our intellectual property; | |
| · | the risk of errors, failures or bugs in our platform or products; | |
| · | our ability to attract and retain qualified employees and key personnel; | |
| · | our ability to manage our rapid growth and organizational change effectively; | |
| · | the possibility of security vulnerabilities, cyberattacks and network disruptions, including breaches of data security and privacy leaks, data loss, and business interruptions; | |
| · | our compliance with data privacy laws and regulations; | |
| · | our ability to develop and maintain our brand cost-effectively; | |
| · | our ability to complete the proposed business combination; | |
| · | our ability to maintain the listing of our common stock on the Nasdaq Stock Market; and | |
| · | the other factors set forth elsewhere in this Quarterly Report and in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024. |
These forward-looking statements speak only as of the date of this Form 10-Q and are subject to business and economic risks. We do not undertake any obligation to update or revise the forward-looking statements to reflect events that occur or circumstances that exist after the date on which such statements were made, except to the extent required by law.
| 3 |
PART I – FINANCIAL INFORMATION
| Item 1. | Financial Statements |
Auddia Inc.
Condensed Balance Sheets
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid assets | ||||||||
| Other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net of accumulated depreciation | ||||||||
| Intangible assets, net of accumulated amortization | ||||||||
| Software development costs, net of accumulated amortization | ||||||||
| Operating lease right of use asset | ||||||||
| Deferred offering costs | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Current portion of operating lease liability | ||||||||
| Stock awards liability | ||||||||
| Total current liabilities | ||||||||
| Non-current operating lease liability | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 5) | – | |||||||
| Shareholders’ equity: | ||||||||
| Series B Preferred stock - $ | ||||||||
| Series C Preferred stock - $ | ||||||||
| Common stock - $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| (1) |
| 4 |
Auddia Inc.
Condensed Statements of Operations
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Direct cost of services | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Research and development | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Restructuring | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expense: | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Change in fair value of warrants | ( | ) | ||||||||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Net loss per share attributable to common stockholders Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Weighted average common shares outstanding Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| (1) |
| 5 |
Auddia Inc.
Condensed Statements of Changes in Stockholders’ Equity
for the Three and Nine Months Ended September 30, 2025 and 2024
(Unaudited)
Series B Preferred Stock | Series C Preferred Stock | Common Stock | ||||||||||||||||||||||||||||||||||
| Number of Shares | Par Value | Number of Shares | Par Value | Number of Shares | Par Value | Additional Paid-In-Capital | Accumulated Deficit | Total | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 (1) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Issuance of common shares, net of costs | – | – | – | – | – | |||||||||||||||||||||||||||||||
| Series B preferred stock converted to common stock | ( | ) | – | – | – | ( | ) | – | ( | ) | ||||||||||||||||||||||||||
| Offering costs | – | – | – | – | – | – | ( | ) | – | ( | ) | |||||||||||||||||||||||||
| Share-based compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Issuance of restricted stock units | – | – | ||||||||||||||||||||||||||||||||||
| Capitalized dividends converted to common stock | – | – | – | – | – | |||||||||||||||||||||||||||||||
| Capitalized dividends | – | – | – | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, March 31, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance of common shares, net of costs | – | – | – | – | – | |||||||||||||||||||||||||||||||
| Issuance of Series C preferred stock and warrants, net of issuance costs | – | – | – | – | – | |||||||||||||||||||||||||||||||
| Series B preferred stock converted to common stock | ( | ) | ( | ) | – | – | ( | ) | – | – | ||||||||||||||||||||||||||
| Share-based compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Capitalized dividends | – | – | – | ( | ) | |||||||||||||||||||||||||||||||
| RSS adjustment | – | – | ||||||||||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance of common shares, net of costs | – | – | – | – | – | |||||||||||||||||||||||||||||||
| Preferred stock converted to common stock | ( | ) | ( | ) | – | – | ( | ) | – | ( | ) | |||||||||||||||||||||||||
| Offering costs | – | – | – | – | – | – | ( | ) | – | ( | ) | |||||||||||||||||||||||||
| Share-based compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Warrant exercises | – | – | – | – | – | – | ||||||||||||||||||||||||||||||
| Capitalized dividends | – | – | – | ( | ) | |||||||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
(continued)
| 6 |
Series B Preferred Stock | Series C Preferred Stock | Common Stock | ||||||||||||||||||||||||||||||||||
| Number of Shares | Par Value | Number of Shares | Par Value | Number of Shares | Par Value | Additional Paid-In-Capital | Accumulated Deficit | Total | ||||||||||||||||||||||||||||
| Balance, December 31, 2023 (1) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Issuance of common shares, net of costs | – | – | – | – | – | |||||||||||||||||||||||||||||||
| Offering costs | – | – | – | – | – | – | ( | ) | – | ( | ) | |||||||||||||||||||||||||
| Share-based compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, March 31, 2024 (1) | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance of common shares, net of costs | – | – | – | – | – | |||||||||||||||||||||||||||||||
| Issuance of Series B preferred stock and warrants | – | – | – | – | – | |||||||||||||||||||||||||||||||
| Conversion of debt to equity | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Offering costs | – | – | – | – | – | – | ( | ) | – | ( | ) | |||||||||||||||||||||||||
| Share-based compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, June 30, 2024 (1) | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance of common shares, net of costs | – | – | – | – | – | |||||||||||||||||||||||||||||||
| Issuance of restricted stock units | – | – | ||||||||||||||||||||||||||||||||||
| Capitalized dividends | – | – | – | ( | ) | |||||||||||||||||||||||||||||||
| Offering costs | – | – | – | – | – | – | ( | ) | – | ( | ) | |||||||||||||||||||||||||
| Share-based compensation | – | – | – | – | – | – | – | |||||||||||||||||||||||||||||
| Net loss | – | – | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, September 30, 2024 (1) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| (1) |
| 7 |
Auddia Inc.
Condensed Statements of Cash Flows
(Unaudited)
| For the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Share-based compensation expense | ||||||||
| Change in fair value of warrants | ||||||||
| Amortization of ROU asset | ||||||||
| Change in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid assets | ( | ) | ( | ) | ||||
| Other current assets | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| (Purchase) disposition of property and equipment | ( | ) | ||||||
| Software capitalization | ( | ) | ( | ) | ||||
| Intangibles capitalization | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Offering costs | ( | ) | ( | ) | ||||
| Net settlement of share-based compensation liability | ( | ) | ||||||
| Repayments of related party debt | ( | ) | ||||||
| Proceeds from issuance of preferred shares, net of issuance costs | ||||||||
| Proceeds from issuance of common shares, net of issuance costs | ||||||||
| Dividends and Series B preferred stock converted to common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash | ||||||||
| Cash, beginning of year | ||||||||
| Cash and restricted cash, end of period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental disclosures of non-cash activity: | ||||||||
| Reclassification of deferred offering costs | $ | $ | ||||||
| Issuance of warrants in connection with related party debt | $ | $ | ||||||
| Capitalized dividends | $ | $ | ||||||
| Dividends and Series B preferred stock converted to common stock | $ | $ | ||||||
| Right of use asset and assumption of operating lease liability | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
| 8 |
Auddia Inc.
Notes to Condensed Financial Statements (Unaudited)
Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies
Description of Business
Auddia Inc., (the “Company”, “Auddia”, “we”, “our”) is a technology company that is reinventing how consumers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. The Company is incorporated in Delaware and headquartered in Colorado.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
Interim Financial Information
The condensed financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. The condensed balance sheet as of December 31, 2024 has been derived from the financial statements included in the Company’s annual report on Form 10-K. Accordingly, these condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The results for any interim period are not necessarily indicative of results for any future period. The Company recorded all adjustments necessary for a fair statement of the results for the interim period and all such adjustments are of a normal recurring nature.
Reverse Stock Splits
On February 27, 2024, the Company effectuated
a
On March 28, 2025, the Company effectuated a
The reverse stock splits did not change the authorized number of shares of the Company’s common stock. No fractional shares were issued and any fractional shares resulting from the reverse stock splits were rounded up to the nearest whole share.
The reverse stock splits applied to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the reverse stock splits. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.
As a result of the reverse stock splits, unless described otherwise, all references to common stock, share data, per share data and related information contained in these financial statements have been retroactively adjusted to reflect the effect of the reverse stock splits for all periods presented. In addition, any fractional shares that would otherwise be issued as a result of the reverse stock splits were rounded up to the nearest whole share. Further, the number of shares issuable and exercise prices of stock options and warrants have been retrospectively adjusted in these financial statements for all periods presented to reflect the reverse stock splits.
| 9 |
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The condensed financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to valuation of capital stock, warrants and options to purchase shares of the Company’s common stock, and the estimated recoverability and amortization period for capitalized software development costs. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.
Risks and Uncertainties
The Company is subject to various risks and uncertainties frequently encountered by companies in the early stages of development. Such risks and uncertainties include, but are not limited to, its limited operating history, competition from other companies, limited access to additional funds, dependence on key personnel, completion of our proposed business combination and management of potential rapid growth. To address these risks, the Company must, among other things, develop its customer base; implement and successfully execute its business and marketing strategy; develop follow-on products; provide superior customer service; and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks.
Emerging Growth Company Status
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period to comply with certain new or revised accounting standards that have different effective dates for public and private companies.
Going Concern
The Company had cash and cash equivalents of $
As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management has plans to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, such as the White Lion equity line of credit (refer to Note 7) and additional future financing agreements. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s current level of cash is not sufficient to execute the business plan. For the foreseeable future, the Company will incur significant operating expenses, capital expenditures and working capital funding that will deplete cash on hand during the third quarter of 2026.
| 10 |
Cash and Cash Equivalents
The Company had cash on hand of $
The Company considers all highly liquid instruments
purchased with an original maturity of three months or less to be cash equivalents. The Company had cash equivalents of $
The Company maintains cash deposits at several
financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance
may at times exceed these limits. As of September 30, 2025, the Company had approximately $
Software Development Costs
The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable.
The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies.
Unamortized capitalized software development costs
determined to be in excess of anticipated future net revenues are considered impaired and expensed during the period of such determination.
The Company determined that no such impairments were required during the three and nine months ended September 30, 2025 and 2024. Software
development costs of $
Revenue Recognition
Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer and will exclude any sales incentives and amounts collected on behalf of third parties. The Company will recognize revenue when it satisfies a performance obligation by transferring control over a service or product to a customer. To achieve this core principle, the Company applies the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. The Company will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in the accompanying statements of operations. Collected taxes, if applicable, will be recorded within other current liabilities until remitted to the relevant taxing authority.
| 11 |
Subscriber revenue will consist primarily of subscription fees and other ancillary subscription-based revenues. Revenue will be recognized on a straight-line basis when the performance obligations to provide each service for the period have been satisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions.
Customers may pay for the services in advance of the performance obligation and therefore these prepayments will be recorded as deferred revenue. The deferred revenue will be recognized as revenue in the accompanying statements of operations as the services are provided.
Share-Based Compensation
The Company accounts for share-based compensation arrangements with employees, directors, and consultants and recognizes the compensation expense for share-based awards based on the estimated fair value of the awards on the date of grant in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”).
Compensation expense for all share-based awards is based on the estimated grant-date fair value and recognized in earnings over the requisite service period (generally the vesting period). The Company records share-based compensation expense related to non-employees over the related service periods.
Certain share-based compensation awards include a net-share settlement feature that provides the grantee an option to withhold shares to satisfy tax withholding requirements and are classified as a share-based compensation liability. Cash paid to satisfy tax withholdings is classified as financing activities in the condensed statements of cash flows.
Warrants
The Company account for warrants as equity-classified instruments, based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Restructuring Costs
During the three months ended September 30,
2025, the Company implemented a restructuring plan to align its cost structure with current business priorities and improve
operational efficiency. The restructuring included a reduction in workforce, the termination of certain consulting arrangements, and
other cost-saving initiatives. In addition, the Company incurred approximately $
| 12 |
Note 2 – Property & Equipment, Intangible Assets, and Software Development Costs
Property and equipment and software development costs consisted of the following as of:
| Schedule of property and equipment and software development costs | ||||||||
September 30, 2025 | December 31, 2024 | |||||||
| Computers and equipment | $ | $ | ||||||
| Furniture | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
| Domain name | $ | $ | ||||||
| Patents | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Total intangible assets, net | $ | $ | ||||||
| Software development costs | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Total software development costs, net | $ | $ | ||||||
The Company recognized depreciation expense of
$
Note 3 – Accounts Payable and Accrued Liabilities
Accounts payable and accrued liabilities consist of the following:
| Schedule of accounts payable and accrued liabilities | ||||||||
September 30, 2025 | December 31, 2024 | |||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Credit cards payable | ||||||||
| Total accounts payable and accrued liabilities | $ | $ | ||||||
| 13 |
Note 4 – Notes Payable to Related Party, net of debt issuance costs
On April 9, 2024, the Company and the investor entered into an Amendment and Waiver Agreement relating to the Company’s outstanding Bridge Notes. Refer to the Company’s Form 10-K for the year ended December 31, 2024 for additional information regarding the Bridge Notes.
The Company agreed to pay $2.75 million in cash to the holder in repayment of the principal of the Bridge Notes (exclusive of the $275,000 of original issue discount on the Bridge Notes) shortly after the closing by the Company of one or more equity financings with total gross proceeds to the Company of not less than $6,000,000.
On April 26, 2024, the
Company repaid $
Effective April 9, 2024,
the holder converted $
The Rollover
Securities consist of (i)
The number of Non-Prefunded Warrants was determined by dividing the Rollover Amount by $33.44 (the original exercise price). The number of Non-Prefunded Warrants is equal to the number of Prefunded Warrants (i.e. 100% warrant coverage). The Non-Prefunded Warrants have a price adjustment provision which will adjust the exercise price downward in the event that the Company issues equity securities in the future at an effective per share price below the then current exercise price. The original exercise price of $33.44 has been subsequently adjusted to $2.2165. In order to assure compliance with applicable Nasdaq rules, the Non-Prefunded Warrants shall not be exercisable for six months following the date of issue.
The Company issued to
the holder
The Non-Prefunded Warrants
and Fee Warrants had a total valuation of $
On September 25, 2025, the prefunded warrants were exercised.
Note 5 – Commitments and Contingencies
Operating Lease
On March 25, 2024, the Company entered into a
37-month operating lease commencing on April 1, 2024 with two separate two year renewal options. The monthly base rent for months two
through 14 is $2,456, increasing to $3,070 for months 15 through 26, and ending at $3,684 for months 27 through 37. Rent expense, as part
of general and administrative expenses in the statements of operations, was $
| 14 |
Litigation
In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. There are no active litigations as of the date the financial statements were issued. However, a pre-IPO investor has contacted the Company claiming damages caused by alleged acts and omissions arising from a private financing by the Company. No complaint has been filed by the investor. The alleged damages asserted by the investor are less than approximately $300,000. The outcome of the complaint was neither probable or estimable as of the date the financial statements were issued, therefore, no accrual has been made.
Note 6 – Share-based Issuances
Stock Options
The fair value of each option award is estimated on the date of grant using a Black Scholes option valuation model that uses the assumptions noted in the following table. Because Black Scholes option valuation models incorporate ranges of assumptions for inputs, these ranges are disclosed. Expected volatilities and based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock, and other factors. The expected term of options granted is derived from the output of the valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The following table presents the activity for stock options outstanding:
| Schedule of stock option activity | ||||||||
| Options | Weighted Average Exercise Price | |||||||
| Outstanding - December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Forfeited/canceled | ( | ) | ||||||
| Exercised | ||||||||
| Outstanding – September 30, 2025 | $ | |||||||
| Options | Weighted Average Exercise Price | |||||||
| Outstanding - December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Forfeited/canceled | ( | ) | ||||||
| Exercised | ||||||||
| Outstanding – September 30, 2024 | $ | |||||||
| 15 |
The following table presents the composition of options outstanding and exercisable:
| Schedule of options outstanding and exercisable | |||||||||||||||||||||
| Options Outstanding** | Options Exercisable** | ||||||||||||||||||||
| Exercise Prices | Number | Price | Life* | Number | Price* | ||||||||||||||||
| $8.67 | $ | $ | |||||||||||||||||||
| $1,230.63 | $ | $ | |||||||||||||||||||
| $1,808.79 | $ | $ | |||||||||||||||||||
| $1,185.75 | $ | $ | |||||||||||||||||||
| $760.75 | $ | $ | |||||||||||||||||||
| $514.25 | $ | $ | |||||||||||||||||||
| $168.30 | $ | $ | |||||||||||||||||||
| $106.25 | $ | $ | |||||||||||||||||||
| $1.94 | $ | $ | |||||||||||||||||||
| Total – September 30, 2025 | |||||||||||||||||||||
| * | |
| ** |
Restricted Stock Units
The following table presents the activity for restricted stock units outstanding:
| Schedule of restricted stock units outstanding | ||||||||
Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||
| Outstanding - December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Forfeited/canceled | ( | ) | ||||||
| Vested/issued | ( | ) | ||||||
| Outstanding – September 30, 2025 | $ | |||||||
Restricted Stock Units | Weighted Average Grant Date Fair Value | |||||||
| Outstanding - December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Forfeited/canceled | ||||||||
| Vested/issued | ( | ) | ||||||
| Outstanding – September 30, 2024 | $ | |||||||
The Company recognized share-based compensation
expense related to stock options and restricted stock units of $
| 16 |
Note 7 – Equity Financings
Equity Line Common Stock Purchase Agreement
On November 25, 2024,
the Company entered into a new equity line Common Stock Purchase Agreement and a related registration rights agreement with White Lion.
Pursuant to the Common Stock Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase,
from time to time, up to $10,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, subject
to certain limitations and conditions set forth in the Common Stock Purchase Agreement. On July 30, 2025, the Company amended the equity
line Common Stock Purchase Agreement from $
During the nine months
ended September 30, 2025, the Company issued
At-the-Market Sales Agreement
During the nine months
ended September 30, 2025, the Company issued
Under the Sales Agreement, the Company may sell shares of its common stock having an aggregate offering price of up to $10,000,000 from time to time, through an “at the market offering” (the “ATM Offering”). The aggregate market value of shares that the Company can sell under the Sales Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction.
Subsequent to September
30, 2025, and as of the date of this filing, the Company sold
$2.3 Million Convertible Series B Preferred Stock and Warrants Financing
On April 23, 2024, the
Company entered into a securities purchase agreement with accredited investors for a convertible preferred stock and warrants financing.
The Company received $
At the closing, the
Company issued
| 17 |
Holders of the Series B Preferred Stock will be entitled to dividends in the amount of 10% per annum, payable quarterly. The Company has the option to pay dividends on the Series B Preferred Stock in additional shares of Common Stock. The Company also has the option to cumulate or “capitalize” the dividends, in which case the accrued dividend amount shall be added to the stated value of each share of Series B Preferred Stock. As of September 30, 2025, the Company has elected to capitalize all dividends declared.
On February 19, 2025,
In April 2025,
On June 26, 2025,
On August 5, 2025, the Company entered into a
series of exchange agreements (the “Exchange Agreements”) with certain accredited investors to exchange
As of September 30, 2025, all Series B Preferred stock had been converted to Common stock.
$750,000 Series C Preferred Stock and Warrants Financing
On June 30, 2025, the Company entered into a Securities
Purchase Agreement with accredited investors for a convertible preferred stock and warrants financing. The Company received $
At the closing, the Company issued
The proceeds of this financing, together with other available cash resources, will be used for general corporate purposes.
Warrants
The following table presents the activity for warrants outstanding:
| Schedule of activity for warrants outstanding | ||||||||
| Warrants | Weighted Average Exercise Price | |||||||
| Outstanding - December 31, 2024 | $ | |||||||
| Granted | ||||||||
| Forfeited/cancelled/restored | ||||||||
| Exercised | ( | ) | ||||||
| Outstanding – September 30, 2025 | $ | |||||||
| 18 |
Note 8 – Leases under ASC 842
The Company leases certain office space under
operating leases for use in operations. The Company recognizes operating lease expense on a straight-line basis over the lease term. Management
determines if an arrangement is a lease at contract inception. Lease and non-lease components are accounted for as a single component
for all leases. Operating lease right to use (“ROU”) assets and liabilities are recognized at the lease commencement date
based on the present value of the future lease payments over the expected lease term, which includes optional renewal periods if the Company
determines it is reasonably certain that the option will be exercised. As the operating lease does not provide an implicit rate, the discount
rate used in the present value calculation represents the incremental borrowing rate determined using information available at the commencement
date. Rent expense, as part of general and administrative expenses in the statements of operations, was $
| Schedule of weighted-average remaining lease term and discount rate | ||||
| September 30, 2025 | ||||
| Weighted-average remaining lease term | ||||
| Weighted-average discount rate | ||||
The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of September 30, 2025:
| Schedule of annual undiscounted cash flows of leases | ||||
| Years Ended December 31, | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| Less imputed interest | ( | ) | ||
| Total | $ | |||
Note 9 – Segment Reporting
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and assessing performance.
The Company views its operations and manages its business in one operating segment engaged in the technology of how customers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. The Company’s Chief Financial Officer (“CFO”), as the CODM, regularly reviews the entity-wide financial and operational performance as a single unit. No financial information is disaggregated into separate lines of businesses. The CEO makes resource allocation and business process decisions regarding the overall level of resources available and how to best deploy these resources.
The single segment’s principal measure of segment profit and loss is consolidated research and development expenses and administrative expenses. The CFO considers actual and forecasted expenses when evaluating performance.
Note 10 – Subsequent Events
Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
As previously disclosed, on August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). Holdings is considered a related party, as the Company’s founder, Chairman, and Chief Executive Officer, Jeff Thramann, is also the founder and principal owner of Holdings. The LOI contemplates a business combination between Auddia and Holdings with Auddia becoming a public holding company trading under a new name and ticker symbol. The transaction would result in the portfolio companies of Holdings and Auddia becoming subsidiaries of the public holding company. The parties initially agreed to a 30-day exclusivity period (expiring September 3, 2025) to negotiate a definitive business combination agreement, which will include customary closing conditions such as board and stockholder approvals, regulatory approvals, effectiveness of a registration statement relating to the issuance of Auddia common stock in the business combination and continued listing of the combined company’s common stock on Nasdaq. On September 3, 2025, the parties agreed to a 45-day extension of the exclusivity period (expiring on October 18, 2025) under the LOI. On October 17, 2025, the parties agreed to an additional extension of the exclusivity period until 30 days after the Securities and Exchange Commission is no longer operating under its Operations Plan Under a Lapse in Appropriations and Government Shutdown (which operations plan commenced on October 1, 2025).
| 19 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report and our audited financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 5, 2025. This discussion and analysis and other parts of this Quarterly Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under Part II, Item 1A, “Risk Factors” and elsewhere in this Quarterly Report. You should carefully read the “Risk Factors” section of this Quarterly Report and of our Annual Report on Form 10-K for the year ended December 31, 2024, to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section entitled “Special Note Regarding Forward-Looking Statements.”
Overview
Auddia (the “Company”) is an AI technology company headquartered in Boulder, CO that is reinventing how consumers engage with audio through the development of its faidr app, an industry-first audio platform, which utilizes proprietary AI technology to personalize and customize both radio and podcast listening experiences.
On August 20, 2025, the Company announced that it is in the process of building its proprietary Discovr Radio platform and integrating it into the newly configured free faidr app for an anticipated launch in early 2026., The Discovr Radio platform, a web-based portal will allow artists and record labels to promote songs on radio streams, through an integration with faidr.
faidr historically allowed users to listen to AM/FM radio stations without unwanted commercial breaks. The app replaces these ad breaks in real time with songs supplied by Discovr Radio, giving artists exposure on mainstream airwaves. The faidr app represents the first-time consumers can combine the local content uniquely provided by AM/FM radio with commercial-free and personalized listening many consumers demand from digital-media consumption and preference-based new music discovery. In addition to commercial-free AM/FM, faidr includes podcasts with its Forward+ ad skipping technology on iOS.
The combination of AM/FM streaming and new-music distribution, with Auddia’s unique, AI technology-driven differentiators, addresses large (radio streamers) and rapidly growing (independent and emerging artists) audiences and customer bases.
We have developed our AI platform on top of Google’s TensorFlow open-source library that is being “taught” to know the difference between all types of audio content on the radio. For instance, the platform recognizes the difference between a commercial and a song and DJ conversation. Not only does the technology learn the differences between the various types of audio segments, but it also identifies the beginning and end of each piece of content.
The faidr app with its advanced features allow users to skip any content heard on the station and request audio content on-demand. We believe the faidr App represents a significant differentiated audio streaming product, the first to give audio streamers a more personalized middle ground between passive content like broadcast radio and fully on-demand content like Spotify. No other audio streaming app available today, including category leaders like TuneIn, iHeart, and Audacy, can compete with faidr’s full product offerings.
We launched an MVP version of faidr through several consumer trials in 2021 to measure consumer interest and engagement with the App. The full app launched on February 15, 2022, and included all major U.S. radio stations in the US. In February 2023, we added faidrRadio, our exclusive content offerings, to the app. Podcasts were added to the app for the iOS version before the end of Q1 2023 and added to the Android app in May of 2023.
The Company initially launched faidr with a B2C subscription model in February of 2022 and is transitioning to a B2B subscription model before the end of the year or Q1 of 2026.
| 20 |
In August 2025, the Company announced a new B2B business model with a strategic shift to AI driven music discovery. Auddia is targeting artists and labels for SaaS subscription access to ad-free AM/FM streaming listeners on the faidr app, while faidr users will enjoy free access to AI driven ad-free AM/FM streams on all music stations. Consumer subscriptions will no longer be required to enjoy faidr’s ad-free and content personalization listening experience.
New music platforms like Bandcamp and SoundCloud are integral tools for artists to connect with new fans and even monetize their content, but those platforms only cater to a subset of the total addressable market for an artist. The Company believes the largest group of potential fans for most artists remains on commercial radio, listening to music passively and not searching for new artists even though Company surveys and research indicate radio listeners are interested in hearing new music when listening to their favorite radio stations. Auddia’s new Discovr Radio platform will deliver the experience of passively listening to commercial AM/FM radio streams while passively being exposed to new music instead of radio ads.
Unlike other new music discovery platforms, which allow artists to upload songs in the hopes that new listeners will find them among the other songs available, Discovr Radio delivers guaranteed plays to artists, leveraging AI to place their songs into radio feeds as part of a custom programming experience and as unique content during what would typically be an ad break. This gives artists opportunities to be heard by the many millions of streaming radio listeners worldwide.
The new Discovr Radio platform will consist of a new AI Placement Engine and Artist Portal. The AI Placement Engine will aim to put the right new song in front of the right listener, on the right station, adjacent to the right artist, to optimize music discovery and the connection between artists and fans. The Artist Portal will give artists performance analytics on number of total plays, likes and dislikes, demographic data, and facilitate the connection of artists to their new fans. In addition to streaming songs on live radio streams, the Discovr Radio offering will eventually allow artists and labels to launch campaigns on streaming apps to promote new songs, albums, and tours.
Auddia is evolving its business model from direct-to-consumer to business-to-business, shifting its focus from individual radio-streaming subscribers to artists and labels as subscribers. Through a modest monthly subscription, artist and label customers gain guaranteed radio plays—offering a new channel for music promotion.
The faidr mobile App is available today through the iOS and Android App stores and the MVP version of the Discovr Radio platform is expected to be released before the end of Q1 of 2026. The MVP is expected to be supported by a pilot program of participating customers.
We have funded our operations with proceeds from the February 2021 IPO, Series A warrants exercised in July 2021 and common share issuance during June of 2023. We also obtained debt financing through a related party during November 2022 and April 2023, which was subsequently repaid in April 2024. In addition, we sold common shares during 2025 and 2024 pursuant to our equity line facility and issued preferred stock in our Series B and Series C issuances. Since our inception, we have incurred significant operating losses. As of September 30, 2025, we had an accumulated deficit of $95,262,663. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and commercialization of one or more of our Apps. We expect that our expenses and capital requirements will increase substantially in connection with our ongoing activities, particularly if and as we:
| · | nationally launch our faidr App and as we continue training our proprietary AI technology and make product enhancements; | |
| · | continue to develop and expand our technology and functionality to advance the faidr app; | |
| · | rollout our product on a national basis, which will include increasing our sales and marketing costs related to the promotion of our products. faidr promotion will include a combination of a) purchasing ads directly from broadcasters or b) participating broadcasters to promote without purchasing ads, but sharing a portion of subscription proceeds based on listening activity on those stations; | |
| · | continue to pursue and complete potential acquisitions of other companies; | |
| · | hire additional business development, product management, operational and marketing personnel; | |
| · | continue market studies of our products; and | |
| · | add operational and general administrative personnel which will support our product development programs, commercialization efforts and our transition to operating as a public company. |
| 21 |
As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, which may include collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our product candidates.
Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.
As of September 30, 2025, we had cash and cash equivalents of $2,727,165. Through the date of this report, we have secured approximately $7.2 million in additional financing in 2025. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. However, if we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.
Recent Developments
Proposed Business Combination
On August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). Holdings is a privately held holding company that controls LT350, Influence Healthcare, and Voyex, three early stage AI-native companies founded by Jeff Thramann, Auddia’s founder, CEO and Executive Chairman.
The Company has established a special committee of the board of directors to evaluate the related party transaction. The special committee has engaged its own counsel and financial advisor.
The LOI contemplates a business combination between Auddia and Holdings with Auddia becoming a public holding company trading under the new name, McCarthy Finney and ticker symbol MCFN. The transaction would result in the portfolio companies of Holding and Auddia becoming subsidiaries of the public holding company. Under the proposed terms, Holdings’ equity holders are expected to receive an 80% ownership interest in the combined company, with Auddia equity holders owning a 20% interest.
The proposed business combination is subject to a number of known and unknown risk and uncertainties. There can be no assurances that the parties will enter into a definitive business combination on the terms contemplated hereby or at all. Further, there can be no assurances that such business combination will be approved by stockholders or will ultimately be consummated.
Mergers and Acquisitions Strategy
We are exploring various merger and acquisition options as part of a broader strategy which aims to scale the business more rapidly; accelerate user adoption and subscriber growth; enter new markets (international); and open new pathways toward raising capital. The overall strategy focuses on three areas: (1) acquiring retained customers of the Discovr Radio platform to generate significant subscription revenue, (2) acquiring retained users of faidr to supply the audience to Discovr Radio customers (3) scaling the faidr userbase and the Discovr Radio customer base once we’ve achieved product-market fit.
| 22 |
Nasdaq Deficiency Notices
During 2022, 2023 and 2024, the Company received notices from Nasdaq indicating that the Company was not in compliance with (i) Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Stock Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing or (ii) Nasdaq Listing Rule 5550(a)(2) which requires companies listed on The Nasdaq Stock Market to maintain a minimum of a $1.00 bid price for continued listing.
On May 24, 2024, we received a letter from Nasdaq indicating that we had regained compliance with the equity requirement in Listing Rule 5550(b) (1). We will be subject to a Mandatory Panel Monitor for a period of one year from the date of the letter in accordance with application of Listing Rule 5815(d)(4)(B).
On October 16, 2024, we received a written notice from Nasdaq indicating that we were not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing. The bid price notice does not result in the immediate delisting of our common stock from the Nasdaq Capital Market. The bid price notice indicated that we have 180 calendar days (or until April 14, 2025) in which to regain compliance. If at any time during this 180 calendar day period the bid price of our common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq staff will provide us with a written confirmation of compliance and the matter will be closed.
On April 14, 2025, Nasdaq notified us that we were in compliance with the $1.00 minimum bid price requirement.
Reverse Stock Splits
On February 27, 2024, the Company effectuated a 1-for-25 reverse stock split.
On March 28, 2025, the Company effectuated a 1-for-17 reverse stock split.
The reverse stock splits did not change the authorized number of shares of the Company’s common stock. No fractional shares were issued and any fractional shares resulting from the reverse stock splits were rounded up to the nearest whole share.
The reverse stock splits applied to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the reverse stock splits. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.
Impact of Inflation
We have recently experienced higher costs across our business as a result of inflation, including higher costs related to employee compensation and outside services. We expect inflation to continue to have a negative impact throughout 2025, and it is uncertain whether we will be able to offset the impact of inflationary pressures in the near term.
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Components of our results of operations
Operating expenses
Direct costs of services
Direct cost of services consists primarily of costs incurred related to our technology and development of our Apps, including hosting and other technology related expenses. We expect our direct costs of services to increase in the future as we continue to develop and enhance our technology related to the faidr and podcasting Apps.
Sales and marketing
Our sales and marketing expenses consist primarily of salaries, direct to consumer (users for faidr and Discovr Radio) promotional spend and consulting services, all of which are related to the sales and promotion performed during the period. We expect our sales and marketing expenses to fluctuate period by period as we release new upgrades and enhancements within our Apps and look to generate revenue through customer acquisition, retention, and subscription conversion.
Research and development
Since our inception, we have focused significant resources on our research and development activities related to the software development of our technology. We account for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. We cease capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by our management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are impaired and expensed during the period of such determination. We expect to continue to incur research and development expenses and capitalization in the future as we continue to develop and enhance faidr and develop the Discovr Radio platform.
General and administrative
Our general and administrative expenses consist primarily of salaries and related costs, including payroll taxes, benefits, stock-based compensation, and professional fees related to auditing, tax, general legal services, and consulting services. We expect our general and administrative expenses to continue to increase in the future as we right-size our operating activities and prepare for commercialization of our products and support our operations as a public company, including increased expenses related to legal, accounting, insurance, regulatory and tax-related services associated with maintaining compliance with exchange listing and Securities and Exchange Commission requirements, directors and officers liability insurance premiums and investor relations activities.
Restructuring Costs
Our restructuring costs consist primarily of employee severance and related benefits, contract termination fees, and other costs incurred in connection with actions taken to streamline operations and align our cost structure with current business priorities. During the three months ended September 30, 2025, we implemented a restructuring plan that included workforce reductions and the termination of certain consulting arrangements. Additionally, we incurred legal and financial related costs in connection with the proposed business combination during the three months ended September 30, 2025.
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Other income and expense
The other income and expense category primarily consists of interest expense attributed to the debt and conversion features of the Notes payable to related party.
Results of operations
Comparison of the Three Months Ended September 30, 2025 and 2024
The following table summarizes our results of operations:
| Three Months Ended | ||||||||||||||||
| September 30, 2025 | September 30, 2024 | Change $ | Change % | |||||||||||||
| Revenue | $ | – | $ | – | $ | – | 0.0% | |||||||||
| Operating expenses: | ||||||||||||||||
| Direct cost of services | 55,252 | 54,916 | 336 | 0.6% | ||||||||||||
| Sales and marketing | 143,762 | 282,450 | (138,688 | ) | -49.1% | |||||||||||
| Research and development | 317,626 | 233,085 | 84,541 | 36.3% | ||||||||||||
| General and administrative | 698,940 | 881,439 | (182,499 | ) | -20.7% | |||||||||||
| Restructuring | 806,432 | – | 806,432 | 100.0% | ||||||||||||
| Depreciation and amortization | 357,946 | 495,960 | (138,014 | ) | -27.8% | |||||||||||
| Total operating expenses | 2,379,958 | 1,947,850 | 432,108 | 22.2% | ||||||||||||
| Loss from operations | (2,379,958 | ) | (1,947,850 | ) | (432,108) | -22.2% | ||||||||||
| Other expense: | ||||||||||||||||
| Interest expense | (1,193 | ) | (1,578 | ) | 385 | -24.4% | ||||||||||
| Total other expense | (1,193 | ) | (1,578 | ) | 385 | 24.4% | ||||||||||
| Loss before income taxes | (2,381,151 | ) | (1,949,428 | ) | (431,723 | ) | 22.1% | |||||||||
| Provision for income taxes | – | – | – | 0.0% | ||||||||||||
| Net loss | $ | (2,381,151 | ) | $ | (1,949,428 | ) | $ | (431,723 | ) | 22.1% | ||||||
Revenue
Total revenues for the three months ended September 30, 2025 and 2024 were $0 as we continue to develop and enhance our faidr App and build out our Discovr artist portal to establish new revenue streams.
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Direct cost of services
Direct Cost of Services increased by $336 or 0.6% to $55,252 for the three months ended September 30, 2025 compared to $54,916 for the three months ended September 30, 2024 due to increased music licensing costs.
Sales and marketing
Sales and marketing expenses decreased by $138,688 or (49.1%) to $143,762 for the three months ended September 30, 2025 compared to $282,450 for the three months ended September 30, 2024. The decrease in sales and marketing expenses was primarily attributed to a decrease in marketing promotion costs as we are focus on building out our new Discovr artist portal.
Research and development
Research and development expenses increased by $84,541 or 36.3% to $317,626 for the three months ended September 30, 2025 from $233,085 for the three months ended September 30, 2024 primarily due to an increase in research and development consulting fees incurred and lower amount capitalized as a result IT staff restructuring. We continue to develop enhancements to our faidr App and build out our Discovr artist portal and will continue capitalize software costs to the extent that such development qualifies for capitalization.
General and administrative
General and administrative expenses decreased by $182,499 or (20.7%) to $698,940 for the three months ended September 30, 2025 compared to $881,439 for the three months ended September 30, 2024. The decrease was due to a decrease in accounting, legal, and stock option expense.
Restructuring
Restructuring expenses increased by $806,432 or 100% for the three months ended September 30, 2025 compared to $0 for the three months ended September 30, 2024. We implemented changes to our IT department. These one-time restructuring expenses relate to payroll and benefits, severance, and onboarding of new outsourced IT team and expenses related to the proposed business combination.
Depreciation and amortization
Depreciation and amortization expenses decreased by $138,014 or (27.8%) to $357,946 for the three months ended September 30, 2025 compared to $495,960 for the three months ended September 30, 2024. Capitalized software costs have decreased, in which the ongoing amortization of our faidr App has also decreased.
Other expense, net
Total other expenses remained relatively flat and incrementally decreased by $385 or (24.4%) to $1,193 for the three months ended September 30, 2025 compared to $1,578 for the three months ended September 30, 2024.
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Comparison of the Nine Months Ended September 30, 2025 and 2024
The following table summarizes our results of operations:
| Nine Months Ended | ||||||||||||||||
| September 30, 2025 | September 30, 2024 | Change $ | Change % | |||||||||||||
| Revenue | $ | – | $ | – | $ | – | 0.0% | |||||||||
| Operating expenses: | ||||||||||||||||
| Direct cost of services | 169,388 | 153,316 | 16,072 | 10.5% | ||||||||||||
| Sales and marketing | 564,360 | 645,713 | (81,353 | ) | -12.6% | |||||||||||
| Research and development | 950,744 | 558,180 | 392,564 | 70.3% | ||||||||||||
| General and administrative | 2,059,273 | 2,826,563 | (767,290 | ) | -27.1% | |||||||||||
| Restructuring | 806,432 | – | 806,432 | 100.0% | ||||||||||||
| Depreciation and amortization | 1,147,981 | 1,473,088 | (325,107 | ) | -22.1% | |||||||||||
| Total operating expenses | 5,698,178 | 5,656,860 | 41,318 | 0.7% | ||||||||||||
| Loss from operations | (5,698,178 | ) | (5,656,860 | ) | (41,318 | ) | -0.7% | |||||||||
| Other expense: | ||||||||||||||||
| Interest expense | (4,191 | ) | (170,933 | ) | 166,742 | -97.5% | ||||||||||
| Change in fair value of warrants | – | (632,388 | ) | 632,388 | -100.0% | |||||||||||
| Total other expense | (476,263 | ) | (803,321 | ) | 799,130 | -99.5% | ||||||||||
| Loss before income taxes | (5,702,369 | ) | (6,460,181 | ) | 757,812 | -11.7% | ||||||||||
| Provision for income taxes | – | – | – | 0.0% | ||||||||||||
| Net loss | $ | (5,702,369 | ) | $ | (6,460,181 | ) | $ | 757,812 | -11.7% | |||||||
Revenue
Total revenues for the nine months ended September 30, 2025 and 2024 were $0 as we continue to develop and enhance our faidr App and build out our new Discovr artist portal to establish new revenue streams.
Direct cost of services
Direct Cost of Services increased by $16,072 or 10.5% to $169,388 for the nine months ended September 30, 2025 compared to $153,316 for the nine months ended September 30, 2024 due to increased music licensing costs.
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Sales and marketing
Sales and marketing expenses decreased by $81,353 or 12.6% to $564,360 for the nine months ended September 30, 2025 compared to $645,713 for the nine months ended September 30, 2024. The decrease in sales and marketing expenses was primarily attributed to a decrease in marketing promotion costs. We are focused on the proposed business combination and business restructuring efforts.
Research and development
Research and development expenses increased by $392,564 or 70.3% to $950,744 for the nine months ended September 30, 2025 from $558,180 for the nine months ended September 30, 2024 primarily due to an increase in research and development consulting fees incurred and lower amount capitalized as a result IT staff restructuring. We continue to develop enhancements to our faidr App and will continue capitalize software costs to the extent that such development qualifies for capitalization.
General and administrative
General and administrative expenses decreased by $767,290 or (27.1%) to $2,059,273 for the nine months ended September 30, 2025 compared to $2,826,563 for the nine months ended September 30, 2024. The decrease resulted primarily from a decrease in stock compensation expense and professional fees, such as, accounting and legal expenses due to potential acquisition efforts that occurred during the nine months ended September 30, 2024 and were not present in 2025.
Restructuring
Restructuring expenses increased by $806,432 or 100% for the nine months ended September 30, 2025 compared to $0 for the nine months ended September 30, 2024. We implemented changes to our IT department. These one-time restructuring expenses relate to payroll and benefits, severance, and onboarding of new outsourced IT team and expenses related to the proposed business combination.
Depreciation and amortization
Depreciation and amortization expenses decreased by $325,107 or (22.1%) to $1,147,981 for the nine months ended September 30, 2025 compared to $1,473,088 for the nine months ended September 30, 2024. Capitalized software costs have decreased, in which the ongoing amortization of our faidr App has also decreased.
Other expense, net
Total other expenses decreased by $799,130 or (99.5%) to $4,191 for the nine months ended September 30, 2025 compared to $803,321 for the nine months ended September 30, 2024, which was due to the change in fair value of warrants issued in connection with the repayment of notes payable to related party in April 2024.
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Liquidity and capital resources
Sources of liquidity
We have incurred operating losses since our inception and have an accumulated deficit as a result of ongoing efforts to develop and commercialize our faidr and podcasting Apps. As of September 30, 2025, we had cash and cash equivalents of $2,727,166. We have working capital of approximately $2.2 million as of September 30, 2025. We anticipate that operating losses and net cash used in operating activities will increase over the next 12 months as we continue to develop and market our products. We secured $5.1 million of financing during the nine months ended September 30, 2025, and an additional $2.1 million subsequent to September 30, 2025, which will only be sufficient to fund our current operating plans into the third quarter of 2026. We have based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.
Equity Line Common Stock Purchase Agreement
On November 25, 2024, we entered into a new equity line Common Stock Purchase Agreement and a related registration rights agreement with White Lion. Pursuant to the Common Stock Purchase Agreement, we have the right, but not the obligation to require White Lion to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price of newly issued shares of our common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. On July 30, 2025, we amended the equity line Common Stock Purchase Agreement from $10,000,000 to $50,000,000 in aggregate gross purchase price of newly issued shares of our common stock.
In April 2025, we issued 25,000 shares of Common stock under the Equity Line Common Stock Purchase Agreement for total proceeds of $0.1 million.
In July and August 2025, we issued 970,000 shares of Common stock under the Equity Line Common Stock Purchase Agreement for total proceeds of $3.6 million.
At-the-Market Sales Agreement
During the nine months ended September 30, 2025, we issued 78,901 shares for aggregate proceeds of approximately $0.7 million pursuant to an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”).
Under the Sales Agreement, we may sell shares of our common stock having an aggregate offering price of up to $10,000,000 from time to time, through an “at the market offering” (the “ATM Offering”). Subsequent to September 30, 2025, and as of the date of this filing, we have sold 928,860 shares under the Sales Agreement for proceeds of $2.1 million and currently have approximately $0.9 million of unsold availability under the ATM facility.
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Series C Preferred Stock and Warrants Financing
On June 30, 2025, we entered into a Securities Purchase Agreement with accredited investors for a convertible preferred stock and warrants financing. We received $750,000 of gross proceeds in connection with the closing of this financing.
At the closing, we issued 750 shares of Series C convertible preferred stock (“Series C Preferred Stock”) at a purchase price of $1,000 per share of Series C Preferred Stock. The Series C Preferred Stock is convertible into Common Stock at an initial conversion price (“Series C Conversion Price”) of $4.77 per share of Common Stock. We also issued warrants exercisable for 314,466 shares of Common Stock with a five year term and an initial exercise price of $4.77 per share, which was subsequently adjusted to $2.2165.
The proceeds of this financing, together with other available cash resources, will be used for general corporate purposes.
Cash Flow Analysis
Our cash flows from operating activities have historically been significantly impacted by our investment in sales and marketing to drive growth, and research and development expenses. Our ability to meet future liquidity needs will be driven by our operating performance and the extent of continued investment in our operations. Failure to generate sufficient revenues and related cash flows could have a material adverse effect on our ability to meet our liquidity needs and achieve our business objectives.
The following table summarizes the statements of cash flows for the nine months ended September 30, 2025 and 2024:
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (4,335,812 | ) | $ | (3,803,324 | ) | ||
| Investing activities | (534,012 | ) | (799,535 | ) | ||||
| Financing activities | 4,890,671 | 7,572,130 | ||||||
| Change in cash | $ | 20,847 | $ | 2,969,271 | ||||
Operating activities
Cash used in operating activities for the nine months ended September 30, 2025 was ($4,335,812), primarily resulting from our net loss of ($5,702,369), change in working capital of $5,368 primarily related to an increase in accounts payable and accrued liabilities, and non-cash charges of $1,361,189 related to depreciation and amortization and share based compensation expense. Cash used in operating activities for both periods consisted of personnel-related expenditures, marketing and promotion costs, and public company administrative support costs such as legal and other professional support services.
Cash used in operating activities for the nine months ended September 30, 2024 was ($3,803,324), primarily resulting from our net loss of ($6,460,181) and change in working capital of $112,262, offset by non-cash charges of $2,544,594 related to depreciation and amortization, share based compensation expense, and the change in fair value of warrants. Cash used in operating activities for both periods consisted of personnel-related expenditures, marketing and promotion costs, and public company administrative support costs such as legal and other professional support services.
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Investing activities
Cash flows used in investing activities for the nine months ended September 30, 2025 was $(534,012), consisting of capitalization of software development expenses and patent expenses.
Cash used in investing activities for the nine months ended September 30, 2024 was ($799,535), consisting of the capitalization of software development expenses and purchase of computer equipment.
Financing activities
Cash flows generated in financing activities for the nine months ended September 30, 2025 was $4,890,671 and primarily related to cash proceeds from the issuance of common shares of $4,368,296 and cash proceeds (net of issuance costs) from the issuance of Series C preferred stock of $700,000, partially offset by offering costs of $178,192.
Cash provided by financing activities for the nine months ended September 30, 2024 was $7,572,130, which consisted of cash proceeds from the issuance of common shares of $8,176,048 and cash proceeds from the issuance of preferred shares of $2,238,575. This was partially offset by the repayment of the note payable to related party of $2,750,000, payment of offering costs of $72,807 and net settlement of share-based compensation liability of $19,686.
Funding Requirements
We historically have incurred significant losses and negative cash flows from operations since our inception and had an accumulated deficit of $95,262,663 and $89,428,436 as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $2,727,166 and $2,706,319, respectively. Our cash is comprised primarily of demand deposit accounts and money market funds. We secured $5.1 million of financing during the nine months ended September 30, 2025, and an additional $2.1 million subsequent to September 30, 2025, which will only be sufficient to fund our current operating plans into the third quarter of 2026. We have based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.
We expect our expenses to increase in connection with our ongoing activities, particularly as we continue the development, and marketing and promotion of faidr. In addition, we expect to continue to incur additional costs associated with operating as a public company, including legal, accounting, investor relations and other expenses. Our future funding requirements will depend on many factors, including, but not limited to:
| · | the scope, progress, results, and costs related to the market acceptance of our products; | |
| · | the ability to attract podcasters and content creators to faidr and retain listeners on the platform; | |
| · | the costs, timing, and ability to continue to develop our technology; | |
| · | effectively addressing any competing technological and market developments; and | |
| · | avoiding and defending against intellectual property infringement, misappropriation and other claims. |
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Off-balance sheet arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Critical Accounting Estimates
Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we continually evaluate our estimates and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results may materially differ from these estimates made by management under different assumptions and conditions.
Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position, are described below. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.
Software Development Costs
The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are impaired and expensed during the period of such determination.
Equity-based compensation
Certain of our employees and consultants have received grants of common shares in our company. These awards are accounted for in accordance with guidance prescribed for accounting for equity-based compensation. Based on this guidance and the terms of the awards, the awards are equity classified. The common shares receive distributions if any in an order of priority in accordance with our limited liability company agreement.
The fair value of each award is determined using the Black-Scholes option-pricing model which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, and the risk-free interest rate over the expected life of the option. The expected volatility was determined considering comparable companies historical stock prices as a peer group for the fiscal year the grant occurred and prior fiscal years for a period equal to the expected life of the option. The risk-free interest rate was the rate available with a term equal to the expected life of the option. The expected life of the option was estimated based on a mid-point method calculation.
Emerging growth company and smaller reporting company status
The Jumpstart Our Business Startups Act of 2012 permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to not “opt out” of this provision and, as a result, we will adopt new or revised accounting standards at the time private companies adopt the new or revised accounting standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company.
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We are also a “smaller reporting company” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk |
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Changes in Internal Control Over Financial Reporting
There have been no changes in internal control over financial reporting during the nine months ended September 30, 2025.
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PART II – OTHER INFORMATION
| Item 1. | Legal Proceedings |
From time to time, we are involved in various disputes, claims, suits, investigations, and legal proceedings arising in the ordinary course of business. We believe that the resolution of current pending legal matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows. Nonetheless, we cannot predict the outcome of these proceedings, as legal matters are subject to inherent uncertainties, and there exists the possibility that the ultimate resolution of these matters could have a material adverse effect on our business, financial condition, results of operations or cash flows. For additional information, see “Note 4. Commitments and Contingencies” to our financial statements included in this Form 10-Q.
| Item 1A. | Risk Factors |
In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our risk factors from those included in our Annual Report on Form 10-K for the year ended December 31, 2024.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
There were no unregistered sales of equity securities of the Company during the period covered by this quarterly report which were not previously reported in a (i) Current Report on Form 8-K or (ii) Quarterly Report on Form 10-Q.
See Item 5 below for information regarding unregistered sales of equity securities.
Issuer Purchases of Equity Securities
We did not repurchase any of our equity securities during the quarter ended September 30, 2025.
| Item 3. | Defaults Upon Senior Securities |
None.
| Item 4. | Mine Safety Disclosures |
None.
| Item 5. | Other Information |
During the
quarter ended September 30, 2025, no director or officer of the Company
In July and August 2025, we issued 360,000 shares of Common stock under our existing Equity Line Common Stock Purchase Agreement for total proceeds of $1.9 million.
On August 5, 2025, the Company entered into a series of exchange agreements (the “Exchange Agreements”) with certain accredited investors to exchange 569 outstanding shares of the Company’s Series B preferred stock (including accrued dividends thereon) for 132,724 shares of common stock at an exchange price of $4.486 per common share. The issuance of the exchange common shares is intended to be exempt from registration pursuant to the exemptions under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the Exchange Agreements is a summary only, does not purport to be complete and is qualified in its entirety by the full text of the form of Exchange Agreement, a copy of which is attached as Exhibit 10.35 and incorporated herein by reference.
| 34 |
| Item 6. | Exhibits |
The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Quarterly Report are listed in the Exhibit Index below. The exhibits listed in the Exhibit Index are incorporated by reference herein.
| Exhibit Number |
Description of Document | Incorporated by reference from Form |
Filing Date |
Exhibit Number |
Filed Herewith | |||||
| 1.1 | At-The-Market Issuance Sales Agreement, dated August 22, 2025, by and between Auddia Inc. and Ascendiant Capital Markets, LLC. | 8-K | 08-22-2025 | 1.1 | ||||||
| 2.2 | Form of Plan of Conversion | 8-K | 02-22-2021 | 2.1 | ||||||
| 3.1 | Certificate of Incorporation of the Company | 8-K | 02-22-2021 | 3.1 | ||||||
| 3.2 | Certificate of Designation of Series A Preferred Stock filed November 13, 2023 | 8-K | 11-16-2023 | 3.1 | ||||||
| 3.3 | Certificate of Amendment to the Certificate of Incorporation of the Company dated February 23, 2024 | 8-K | 02-27-2024 | 3.1 | ||||||
| 3.4 | Certificate of Amendment to the Certificate of Incorporation of the Company dated March 27, 2025 | 8-K | 04/01/2025 | 3.1 | ||||||
| 3.5 | Series B Convertible Preferred Stock Certificate of Designations dated April 23, 2024 | 8-K | 04-29-2024 | 3.1 | ||||||
| 3.6 | Series C Convertible Preferred Stock Certificate of Designations dated June 30, 2025 | 8-K | 06-30-2025 | 3.1 | ||||||
| 3.7 | Bylaws of the Company | 8-K | 02-22-2021 | 3.2 | ||||||
| 3.8 | Amendment to Bylaws dated September 6, 2024 | 8-K | 09-12-2024 | 3.1 | ||||||
| 3.9 | Form of Warrant after Conversion from an LLC to a Corporation | S-1/A | 01-28-2020 | 3.5 | ||||||
| 3.10 | Form of IPO Series A Warrant | S-1/A | 02-05-2021 | 3.6 | ||||||
| 4.1 | Form of Common Stock Certificate | S-1/A | 10-08-2020 | 4.1 | ||||||
| 4.2 | Form of IPO Representative’s Common Stock Purchase Warrant | 8-K | 02-22-2021 | 4.1 | ||||||
| 4.3 | Description of Securities | 10-K | 03-31-2021 | 4.3 | ||||||
| 10.1 | # | Form of Auddia Inc. 2020 Equity Incentive Plan | S-1/A | 10-22-2020 | 10.3 | |||||
| 10.2 | ** | Agreement with Major United States Broadcast Company | S-1/A | 01-28-2020 | 10.8 | |||||
| 10.3 | Form of IPO Series A Warrant Agent Agreement | S-1/A | 02-05-2021 | 10.10 | ||||||
| 10.4 | # | First Amendment to 2020 Equity Incentive Plan | S-8 | 08-10-2021 | 99.2 | |||||
| 10.5 | # | Second Amendment to 2020 Equity Incentive Plan | 10-K | 03-05-2025 | 10.5 | |||||
| 10.6 | # | Form of Stock Option Grant Notice and Stock Option Agreement under 2020 Equity Incentive Plan | S-8 | 08-10-2021 | 99.3 | |||||
| 10.7 | # | Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan | S-8 | 08-10-2021 | 99.4 | |||||
| 10.8 | # | Form of Inducement Stock Option Grant Notice and Inducement Stock Option Agreement | S-8 | 08-10-2021 | 99.5 | |||||
| 10.9 | # | Clip Interactive, LLC 2013 Equity Incentive Plan | S-8 | 08-10-2021 | 99.6 | |||||
| 10.10 | # | Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan | S-8 | 08-10-2021 | 99.7 | |||||
| 10.11 | # | Executive Officer Employment Agreement for Michael Lawless dated October 13, 2021 | 8-K | 10-15-2021 | 10.1 | |||||
| 10.12 | # | Executive Officer Employment Agreement for Peter Shoebridge dated October 13, 2021 | 8-K | 10-15-2021 | 10.2 | |||||
| 35 |
| Exhibit Number |
Description of Document | Incorporated by reference from Form |
Filing Date |
Exhibit Number |
Filed Herewith | |||||
| 10.13 | Secured Promissory Bridge Note dated November 14, 2022 | 8-K | 11-14-2022 | 10.1 | ||||||
| 10.14 | Common Stock Warrant dated November 14, 2022 | 8-K | 11-14-2022 | 10.2 | ||||||
| 10.15 | Security Agreement dated November 14, 2022 | 8-K | 11-14-2022 | 10.3 | ||||||
| 10.16 | Secured Promissory Bridge Note dated November 14, 2022 | 8-K | 11-14-2022 | 10.1 | ||||||
| 10.17 | Common Stock Warrant dated November 14, 2022 | 8-K | 11-14-2022 | 10.2 | ||||||
| 10.18 | Security Agreement dated November 14, 2022 | 8-K | 11-14-2022 | 10.3 | ||||||
| 10.19 | Secured Promissory Bridge Note dated April 17, 2023 | 8-K | 04-21-2023 | 10.1 | ||||||
| 10.20 | Common Stock Warrant for 600,000 shares dated April 17, 2023 | 8-K | 04-21-2023 | 10.2 | ||||||
| 10.21 | Common Stock Warrant for 650,000 shares dated April 17, 2023 | 8-K | 04-21-2023 | 10.3 | ||||||
| 10.22 | Form of 2023 Placement Agency Agreement | 8-K | 06-14-2023 | 1.1 | ||||||
| 10.22 | Form of Securities Purchase Agreement dated June 13, 2023 between Auddia Inc. and the Investors named therein | 8-K | 06-14-2023 | 10.1 | ||||||
| 10.23 | # | Employment Agreement, effective as of November 27, 2023, between Auddia Inc. and John E. Mahoney | 8-K | 12-18-2023 | 10.1 | |||||
| 10.24 | Series A Preferred Securities Purchase Agreement dated November 11, 2023 between Auddia Inc. and Jeffrey Thramann | 8-K | 11-16-2023 | 10.1 | ||||||
| 10.25 | Amendment and Waiver dated April 9, 2024 Relating to Senior Secured Bridge Notes | 8-K | 04-15-2024 | 10.1 | ||||||
| 10.26 | Form of Securities Purchase Agreement dated April 23, 2024 | 10-Q | 05-14-2024 | 10.41 | ||||||
| 10.27 | Form of Common Stock Warrant dated April 23, 2024 | 8-K | 04-29-2024 | 10.2 | ||||||
| 10.28 | Form of Registration Rights Agreement dated April 23, 2024 | 8-K | 04-29-2024 | 10.3 | ||||||
| 10.29 | Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc. | 8-K | 11-25-2024 | 10.1 | ||||||
| 10.30 | Registration Rights Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc. | 8-K | 11-25-2024 | 10.2 | ||||||
| 10.31 | Form of Securities Purchase Agreement dated June 30, 2025 | 8-K | 06-30-2025 | 10.1 | ||||||
| 10.32 | Form of Common Stock Warrant dated June 30, 2025 | 8-K | 06-30-2025 | 10.2 | ||||||
| 10.33 | Form of Registration Rights Agreement dated June 30, 2025 | 8-K | 06-30-2025 | 10.4 | ||||||
| 10.34 | Amendment 1, dated July 30, 2025, to Equity Line Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc. | 8-K | 07-30-2025 | 10.1 | ||||||
| 10.35 | Form of Exchange Agreement dated August 5, 2025 | 10-Q | 08-08-2025 | 10.35 | ||||||
| 10.36 | Employment Agreement, effective as of July 1, 2025, between Auddia Inc. and Jeffrey Thramann | 8-K | 09-12-2025 | 10.2 | ||||||
| 19.1 | Insider Trading Policy | 10-K | 03-05-2025 | 19.1 | ||||||
| 31.1 | Section 302 Certification by the Corporation’s Chief Executive Officer | X | ||||||||
| 31.2 | Section 302 Certification by the Corporation’s Chief Financial Officer | X | ||||||||
| 32.1 | Section 906 Certification by the Corporation’s Chief Executive Officer | X | ||||||||
| 32.2 | Section 906 Certification by the Corporation’s Chief Financial Officer | X | ||||||||
| 97.1 | Auddia Clawback Policy | 10-K | 04-01-2024 | 97.1 |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). |
___________________________
| # | Indicates management contract or compensatory plan. |
| ** | Certain information contained in this Exhibit has been redacted and appears as “XXXXX” as the disclosure of same would be a disadvantage to the Registrant in the marketplace. |
| 36 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AUDDIA INC. | ||
| By: | /s/ Jeffrey Thramann | |
| Jeffrey Thramann President, Chief Executive Officer, Director | ||
| By: | /s/ John Mahoney | |
| John Mahoney Chief Financial Officer |
Date: November 6, 2025
| 37 |
