Auddia (NASDAQ: AUUD) ends Series C preferred via common stock exchange

Rhea-AI Filing Summary

Auddia Inc. entered an Exchange Agreement with accredited investors to swap 750 outstanding shares of its Series C convertible preferred stock, including accrued dividends, for 216,525 shares of common stock at an exchange price of $3.91 per share. This transaction eliminates all remaining Series C preferred stock, leaving none outstanding. The preferred stock originally came from a prior $1,000,000 financing in which Auddia issued 1,000 Series C preferred shares at $1,000 per share. The exchange was conducted as an unregistered securities transaction relying on exemptions under Section 3(a)(9) and Section 4(a)(2) of the Securities Act.

Insights

Capital markets analyst

Auddia converts remaining Series C preferred into common shares.

Auddia Inc. exchanged 750 shares of its Series C convertible preferred stock, plus accrued dividends, for 216,525 common shares at $3.91. This follows the earlier $1,000,000 financing that created 1,000 Series C preferred shares at $1,000 each.

After the exchange, no Series C preferred shares remain outstanding, simplifying the company’s capital structure by removing that preferred layer and replacing it with common equity. The exchange was carried out as a private, unregistered transaction under Securities Act Sections 3(a)(9) and 4(a)(2).

The economic impact for existing common shareholders depends on how the new common shares compare with the company’s overall share base, which is not detailed here. Future company filings may provide additional context on capitalization and ownership after this exchange.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Original Series C financing proceeds: $1,000,000 gross proceeds Series C preferred originally issued: 1,000 shares Series C preferred exchanged: 750 shares +2 more

5 metrics

Original Series C financing proceeds $1,000,000 gross proceeds Received in connection with the closing of the 2024 financing

Series C preferred originally issued 1,000 shares Issued at $1,000 per share in the prior financing

Series C preferred exchanged 750 shares Outstanding shares exchanged under the April 23, 2026 Exchange Agreement

Common shares issued in exchange 216,525 shares Issued to investors in exchange for Series C preferred and accrued dividends

Exchange price per common share $3.91 per share Exchange price used to convert Series C preferred into common stock

Key Terms

Series C convertible preferred stock, Exchange Agreement, Section 3(a)(9), Section 4(a)(2), +1 more

5 terms

Series C convertible preferred stock financial

"entered into a securities purchase agreement with accredited investors for a convertible preferred stock"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

Exchange Agreement financial

"the Company entered into an exchange agreement (the “Exchange Agreement”)"

Section 3(a)(9) regulatory

"offered and sold in reliance on the exemptions from registration under the Securities Act afforded by Section 3(a)(9)"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

Section 4(a)(2) regulatory

"offered and sold in reliance on the exemptions from registration under the Securities Act afforded by Section 3(a)(9) and Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

accredited investors financial

"entered into a securities purchase agreement with accredited investors for a convertible preferred stock"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported): April 23, 2026

AUDDIA INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40071		45-4257218
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1680 38th Street, Suite 130
Boulder, Colorado		80301
(Address of principal executive offices)		(Zip Code)

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

Not Applicable

Former name or former address, if changed since last report

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

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

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock	AUUD	The Nasdaq Stock Market LLC

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

Emerging growth company  ☒

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

Item 1.01. Entry into a Material Definitive Agreement.

Background

As previously disclosed, on September 30, 2024, Auddia Inc. (the “Company”, “we” and “us”) entered into a securities purchase agreement with accredited investors for a convertible preferred stock and warrants financing. The Company received $1,000,000 of gross proceeds in connection with the closing of this financing. The Company issued 1,000 shares of Series C convertible preferred stock (the “Series C Preferred Stock”) at a purchase price of $1,000 per share of Series C Preferred Stock.

Exchange Agreement

On April 23, 2026, the Company entered into an exchange agreement (the “Exchange Agreement”) with the accredited investors to exchange 750 outstanding shares of the Company’s Series C preferred stock (including accrued dividends thereon) for 216,525 shares of common stock at an exchange price of $3.91 per common share.

No shares of Series C preferred stock remain outstanding.

The foregoing description of the Exchange Agreement 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 Exhibits 10.1 and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above of this Current Report on Form 8-K is incorporated herein by reference.

The securities described above were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemptions from registration under the Securities Act afforded by Section 3(a)(9) and Section 4(a)(2) thereunder.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Form of Exchange Agreement
104		Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AUDDIA INC.
April 29, 2026	By:	/s/ John E. Mahoney
		Name: John E. Mahoney
		Title: Chief Financial Officer

3

FAQ

What did Auddia Inc. (AUUD) announce in this Form 8-K?

Auddia Inc. announced an Exchange Agreement with accredited investors to swap 750 shares of its Series C convertible preferred stock, including accrued dividends, for 216,525 common shares at $3.91 per share, leaving no Series C preferred stock outstanding.

How many Auddia (AUUD) common shares were issued in the exchange?

Auddia issued 216,525 shares of common stock in the exchange. These shares were provided to accredited investors in return for 750 outstanding Series C preferred shares, including accrued dividends, at an agreed exchange price of $3.91 per common share.

What happened to Auddia’s Series C preferred stock after the exchange?

Following the exchange, no shares of Auddia’s Series C preferred stock remain outstanding. The company exchanged 750 outstanding preferred shares, including accrued dividends, for 216,525 common shares, effectively converting that remaining preferred layer fully into common equity.

What were the original terms of Auddia’s Series C preferred stock financing?

In the original financing, Auddia received $1,000,000 of gross proceeds and issued 1,000 shares of Series C convertible preferred stock at $1,000 per share. Those securities were sold to accredited investors under a securities purchase agreement dated September 30, 2024.

Under which Securities Act exemptions did Auddia (AUUD) conduct the exchange?

The exchange of Series C preferred stock for common shares was conducted as an unregistered offering relying on exemptions under Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, allowing the transaction without registering the securities.

Does Auddia receive new cash proceeds from this exchange transaction?

The filing describes an exchange of securities rather than a new cash financing. The company swaps 750 Series C preferred shares, including accrued dividends, for 216,525 common shares at $3.91, following an earlier $1,000,000 cash raise tied to issuing the Series C preferred.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 FORM OF EXCHANGE AGREEMENT 108.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB