false
0001554818
0001554818
2026-10-16
2026-10-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
October 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 |
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; Pending Merger Agreement and
Interim Bridge Funding for Target Companies
As previously disclosed, on February 17, 2026,
Auddia Inc., a Delaware corporation (“Auddia”), entered into an Agreement and Plan of Merger (the “Merger Agreement”),
with (among others) McCarthy Finney, Inc. (“McCarthy Finney” or “Holdco”), and Thramann Holdings, LLC (“Thramann
Holdings”).
Thramann Holdings is a privately held holding
company that controls three early stage AI-native operating companies founded by Dr. Jeffrey Thramann: (i) LT350, LLC (“LT350”),
(ii) Influence Healthcare, LLC (“Influence”), and (iii) Voyex, LLC (“Voyex”). Dr. Thramann is a serial entrepreneur
and inventor, and also the current CEO and Executive Chairman of Auddia.
Upon the closing of the merger (“Merger”)
contemplated by the Merger Agreement, Thramann Holdings, LT350, Influence and Voyex (each a “Target Company”) and Auddia would
become subsidiaries of McCarthy Finney. McCarthy Finney will become a publicly traded holding company, and McCarthy Finney common stock
would trade publicly under the ticker symbol MCFN.
The closing of the Merger under the Merger Agreement
is subject to a number of closing conditions, including the approval of the Merger by the stockholders of Auddia.
On July 17, 2026, Auddia entered into a senior
unsecured bridge note (each a “Bridge Note”) with each of Thramann Holdings, LT350, Influence, and Voyex. The purpose of the
Bridge Notes is to provide a limited amount of interim funding and working capital to the Target Companies while the Merger Agreement
is still pending.
The Bridge Notes were reviewed and approved by
a Auddia’s special committee of independent and disinterested directors (the “Special Committee”) and Audit Committee.
The maximum amount to be funded by Auddia under
each of the Bridge Notes is up to (i) $360,000 for Thramann Holdings, (ii) $400,000 for LT350; (iii) $590,000 for Influence Healthcare;
and (iv) $50,000 for Voyex. Amounts will be funded in tranches as mutually agreed to by the parties. Any advance in excess of $50,000
will require approval of the Auddia’s Audit Committee. No further amounts will be funded if the pending Merger Agreement is terminated.
Amendment to the Bridge Notes
On October 16, 2026, the terms of the Bridge Notes
were amended. Under this amendment, the maximum amount to be funded by Auddia under each of the Bridge Notes was increased to (i) up to
$420,000 for Thramann Holdings, (ii) up to $1,900,000 for LT350; (iii) up to $900,000 for Influence Healthcare; and (iv) up to $85,000
for Voyex.
Except as described above, each of the Bridge
Notes otherwise remains in full force and effect in accordance with its existing terms.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits. The following documents are included as exhibits to this
report:
Exhibit
Number |
|
Description |
| 10.1 |
|
Amendment to Senior Unsecured Bridge Notes dated October 16, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
| |
|
|
October 22, 2026 |
By: |
/s/ John E. Mahoney |
| |
|
John E. Mahoney |
| |
|
Chief Financial Officer |
