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  4. [8-K] AUDDIA INC. Reports Material Event

Shareholders back Auddia (NASDAQ: AUUD) reverse split authority

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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

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

Positive

  • None.

Negative

  • None.

Insights

Auddia ties executive bonuses to a completed $12M offering while gaining board flexibility on a future reverse split.

The Company awarded cash bonuses of $350,000 to its CEO and $150,000 to its CFO, based partly on completing a $12 million public offering. This links compensation to a specific capital-raising milestone.

Shareholders approved discretionary reverse stock split authority and a related adjournment proposal, with relatively close vote margins. These approvals give the board options to adjust the share count later, though timing and terms are not detailed in the excerpt.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
CEO bonus $350,000 cash Bonus for CEO Jeffrey Thramann approved on May 7, 2026
CFO bonus $150,000 cash Bonus for CFO John Mahoney approved on May 7, 2026
Recent public offering $12 million Public offering whose completion partly drove bonuses
Reverse split proposal votes for 803,150 votes Votes for Proposal 1 granting reverse stock split authority
Reverse split proposal votes against 610,518 votes Votes against Proposal 1 at Special Meeting
Adjournment proposal votes for 830,688 votes Votes for Proposal 2 to adjourn the Special Meeting if needed
Adjournment proposal votes against 580,223 votes Votes against Proposal 2 at Special Meeting
reverse stock split financial
"Proposal No. 1 — To grant the board of directors discretionary authority regarding a proposed reverse stock split."
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Special Meeting of Stockholders regulatory
"On May 8, 2026, Auddia Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”)."
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
Bonus Awards financial
"Bonus Awards On May 7, 2026, the Compensation Committee of the Board of Directors (the “Committee”) of Auddia Inc. (the “Company”) approved bonuses..."
public offering financial
"The bonuses were based, in part, upon the successful completion of the Company's recent $12 million public offering."
A public offering is when a company sells shares to the general public through the stock market, either by issuing new shares to raise cash or by letting existing owners sell their stakes. Think of it like a business opening its doors to many new owners at once: it can bring in money for growth but also increases the number of shares available, which can change the stock price and dilute existing ownership — key factors investors watch closely.
adjourn the Special Meeting regulatory
"Proposal No. 2 — To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary..."

FAQ

What executive bonuses did Auddia Inc. (AUUD) approve in this 8-K?
Auddia approved a $350,000 cash bonus for CEO Jeffrey Thramann and a $150,000 cash bonus for CFO John Mahoney. The bonuses are tied in part to completing the company’s recent $12 million public offering and will be paid in the next regular pay period.

How did Auddia Inc. (AUUD) shareholders vote on reverse stock split authority?
Shareholders approved granting the board discretionary reverse stock split authority, with 803,150 votes for, 610,518 against, and 20,574 abstentions. This approval lets the board decide later whether and how to implement a reverse split, based on future circumstances.

What was Proposal 2 at Auddia Inc.’s Special Meeting of Stockholders?
Proposal 2 sought approval to adjourn the Special Meeting to a later date or dates if more time was needed to solicit votes. It passed with 830,688 votes for, 580,223 against, and 23,330 abstentions, giving flexibility to extend the meeting if necessary.

Why did Auddia Inc. (AUUD) cite its $12 million public offering in the bonus decision?
The company stated the bonuses were based, in part, on the successful completion of its recent $12 million public offering. This links executive cash awards to achieving a key financing event that brought new capital into the business through a public sale of securities.

When will the approved executive bonuses at Auddia Inc. be paid?
The filing states that the cash bonuses for the CEO and CFO will be paid in the company’s next regular pay period. No exact calendar date is given, but the payment timing is tied to Auddia’s standard payroll schedule following approval.

What corporate actions did Auddia’s board gain authority to take after this Special Meeting?
Following the Special Meeting, the board gained discretionary authority to implement a proposed reverse stock split approved by shareholders. The board also has shareholder backing to adjourn the meeting to later dates if additional proxy solicitation is required.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): May 7, 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 5.02Departure of Directors or Principal Officers, Election of Directors, Appointment of Principal Officers; Compensatory Arrangements of Principal Officers.

 

Bonus Awards

 

On May 7, 2026, the Compensation Committee of the Board of Directors (the “Committee”) of Auddia Inc. (the “Company”) approved bonuses in the amount of $350,000 for Jeffrey Thramann, the Company’s Chief Executive Officer, and $150,000 for John Mahoney, the Company's Chief Financial Officer. The bonuses were based, in part, upon the successful completion of the Company's recent $12 million public offering. The bonuses will be paid in cash in the Company’s next regular pay period.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 8, 2026, Auddia Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”).

 

The matters voted upon at the Special Meeting and the results of such voting are set forth below.

 

Proposal No. 1 — To grant the board of directors discretionary authority regarding a proposed reverse stock split.

 

Votes For   Votes Against   Abstain   Broker Non-Votes
  803,150       610,518       20,574       0  
                             

 

Proposal 1 was approved.

 

 

Proposal No. 2 — To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies.

 

Votes For   Votes Against   Abstain   Broker Non-Votes
  830,688       580,223       23,330       0  
                             

 

Proposal 2 was approved.

 

 

 

 

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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.
     
May 8, 2026 By: /s/ John E. Mahoney
    Name: John E. Mahoney
    Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Source: View Original Filing on SEC EDGAR

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