Auddia (NASDAQ: AUUD) extends Thramann deal exclusivity, targets Jan. 31 review

Rhea-AI Filing Summary

Auddia Inc. reported that it has again extended its exclusivity period under a non-binding letter of intent for a proposed business combination with Thramann Holdings, LLC. The exclusivity period, originally agreed in July–August 2025 and extended several times, will now run through January 31, 2026, during which the parties aim to negotiate a definitive business combination agreement. The contemplated transaction would reorganize Auddia into a public holding company, with the portfolio companies of both Auddia and Thramann Holdings becoming subsidiaries and trading under a new name and ticker symbol. Auddia also states that the special committee of independent directors evaluating the proposed business combination expects to complete its review process on or before January 31, 2026.

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M&A and corporate governance analyst

Auddia extends LOI exclusivity again as its special committee review nears a January 31, 2026 decision point.

The filing explains that Auddia Inc. and Thramann Holdings, LLC have agreed to another extension of their exclusivity period under a non-binding letter of intent. This exclusivity now runs until January 31, 2026, giving the parties more time to negotiate a definitive business combination agreement that could reorganize Auddia into an AI-focused holding company.

A special committee of independent directors has been overseeing evaluation of the proposed transaction. The company states that this committee’s process is expected to be completed on or before January 31, 2026, which creates a clear near-term decision point on whether to proceed toward a binding agreement or not. The LOI remains non-binding, and any transaction would still require customary approvals, including board and stockholder approvals, regulatory clearances, a registration statement’s effectiveness, and continued Nasdaq listing of the combined entity.

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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): January 16, 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	Nasdaq Stock Market
Common Stock Warrants	AUUDW	Nasdaq Stock Market

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 8.01. Other Events.

As previously disclosed, on July 9, 2025, the Company issued a press release announcing that its board had formed a special committee of independent members to evaluate a business combination opportunity to restructure the Company into an AI native holding company that delivers enhanced AI capabilities to its portfolio companies.

Also 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”). 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 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.

The parties have subsequently agreed to several extensions of the exclusivity period under the LOI.

On January 16, 2026, the parties agreed to an additional extension of the exclusivity period (which will now expire on January 31, 2026).

The Company expects that the special committee’s process for consideration of the proposed business combination will be completed on or before January 31, 2026.

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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.
January 20, 2026	By:	/s/ John E. Mahoney
		Name: John E. Mahoney
		Title: Chief Financial Officer

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FAQ

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

Auddia Inc. disclosed that it has agreed with Thramann Holdings, LLC to extend the exclusivity period under their non-binding letter of intent for a proposed business combination, with the exclusivity now expiring on January 31, 2026.

Who is Auddia Inc. negotiating a potential business combination with?

Auddia Inc. is negotiating a potential business combination with Thramann Holdings, LLC under a non-binding letter of intent.

What structure is contemplated for the Auddia (AUUD) and Thramann Holdings transaction?

The contemplated deal would create a public holding company, with the portfolio companies of both Auddia and Thramann Holdings becoming subsidiaries, and the combined company trading under a new name and ticker symbol.

How long does the new exclusivity period for the Auddia–Thramann LOI last?

The newly agreed extension sets the exclusivity period to expire on January 31, 2026, during which Auddia and Thramann Holdings will continue to negotiate a definitive business combination agreement.

What role does Auddia’s special committee play in the proposed business combination?

Auddia’s board formed a special committee of independent members to evaluate the proposed business combination, and the company expects this committee’s process to be completed on or before January 31, 2026.

Is the Auddia–Thramann Holdings business combination agreement already binding?

No. The parties are operating under a non-binding letter of intent, and any final business combination would require a negotiated definitive agreement and customary approvals.