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Auddia (NASDAQ: AUUD) prices $12M equity and warrant offering

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Form Type
8-K

Rhea-AI Filing Summary

Auddia Inc. has commenced a public offering of 1,405,006 shares of common stock, pre-funded warrants to purchase up to 3,679,737 shares, and accompanying common warrants to purchase up to 5,084,743 shares. The offering is priced at $2.36 per share and associated common warrant, with pre-funded warrants priced at $2.359 and exercisable at $0.001.

The company expects gross proceeds of approximately $12 million and net proceeds of about $10.9 million after fees, which it plans to use, along with existing cash, for working capital and general corporate purposes. The common warrants are immediately exercisable at $2.36 per share and will expire upon completion of a specified merger transaction or five years after initial exercise, whichever comes first. Both warrant types include ownership caps generally at 4.99% or, at the purchaser’s election, 9.99% of outstanding common stock.

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Insights

Auddia raises about $12M through a structured equity and warrant offering.

Auddia is issuing common stock, pre-funded warrants, and common warrants, targeting gross proceeds of approximately $12 million and net proceeds of about $10.9 million. The mix of securities allows investors flexibility in how and when they gain equity exposure.

The common warrants are exercisable at $2.36 per share and terminate upon closing of a defined merger or five years after first exercise, tying their value partly to that transaction’s completion. Beneficial ownership limits of 4.99% or 9.99% help prevent any single holder from exceeding set ownership thresholds through exercises.

The company plans to use proceeds, together with existing cash and investments, for working capital and general corporate purposes, which may support ongoing operations and strategic initiatives. A placement agent fee of 7.0% of gross proceeds represents a typical transaction cost for this type of capital raise.

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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Gross proceeds approximately $12 million Public offering of shares and warrants
Net proceeds approximately $10.9 million After placement agent fees and offering expenses
Common shares offered 1,405,006 shares Shares of common stock in the offering
Pre-funded warrants 3,679,737 shares Shares underlying pre-funded warrants
Common warrants 5,084,743 shares Shares underlying accompanying common warrants
Offering price per unit $2.36 Per share and associated common warrant
Pre-funded warrant exercise price $0.001 Exercise price per share for pre-funded warrants
Placement agent fee 7.0% of gross proceeds Cash fee payable to placement agent
Pre-funded Warrants financial
"pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 3,679,737 shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Common Warrants financial
"accompanying warrants (the “Common Warrants” ... ) to purchase up to 5,084,743 shares"
A common warrant is a tradable instrument that gives its holder the right to buy a company’s common shares at a fixed price within a set time period, similar to a coupon that can be redeemed later to purchase stock. Investors care because exercising warrants can boost potential gains if the stock rises, but it can also dilute existing shareholders by increasing the number of shares outstanding, which can lower per-share value.
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Registration Statement on Form S-1 regulatory
"The Offering was made pursuant to a Registration Statement (No. 333-294887) on Form S-1"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
beneficially own more than 4.99% financial
"may not exercise the warrant if the holder ... would beneficially own more than 4.99% (or ... 9.99%)"
Offering Type primary
Use of Proceeds working capital and general corporate purposes
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 24, 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.

 

On April 24, 2026, Auddia Inc. (the “Company”) commenced a public offering for the issuance and sale of an aggregate of: (i) 1,405,006 shares (the “Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), (ii) pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 3,679,737 shares of Common Stock and (iii) accompanying warrants (the “Common Warrants” and together with the Shares and the Pre-funded Warrants, the “Securities”) to purchase up to 5,084,743 shares of Common Stock (the “Offering”). In connection with the Offering, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”). The offering price per Share and associated Common Warrant is $2.36 and the offering price per Pre-funded Warrant and associated Common Warrant is $2.36 minus $0.001, the exercise price of the Pre-funded Warrants.

 

The Pre-funded Warrants are immediately exercisable, have an exercise price of $0.001 and may be exercised at any time after the date of issuance. A holder of Pre-funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the purchaser, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise.

 

Each Common Warrant has an exercise price per share of $2.36, is immediately exercisable and will expire on the earlier of the (i) consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of February 17, 2026, by and among McCarthy Finney, Inc., Auddia Merger Sub, Inc., Thramann Merger Sub LLC, Thramann Holdings, LLC, and the Company, as it may be amended from time to time, and (ii) five (5) year anniversary following the initial exercise date. A holder of Common Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the Purchaser, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise. The exercise price of the Common Warrants is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like. In addition, subject to the rules and regulations of the trading market, the Company may at any time during the term of the Common Warrant reduce the then current exercise price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

 

The Offering is expected to result in gross proceeds to the Company of approximately $12 million and excluding the proceeds, if any, from the exercise of the Common Warrants. The net proceeds to the Company from the Offering are expected to be approximately $10.9 million, after deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering, together with existing cash, cash equivalents and investments for working capital and general corporate purposes.

 

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

 

Pursuant to an engagement letter, dated as of March 4, 2026, as amended April 23, 2026 (the “Engagement Letter”), by and between the Company and Dawson James Securities, Inc. (the “Placement Agent”), the Company has agreed to pay the Placement Agent a total cash fee equal to 7.0% of the gross proceeds received in the Offering. Pursuant to the Engagement Letter, the Company has agreed to certain restrictions on the issuance and sale of shares of the Company’s securities for a period of 90 calendar days after the closing of the Offering, subject to certain exceptions.

 

The Offering was made pursuant to a Registration Statement (No. 333-294887) on Form S-1, which was filed by the Company with the Securities and Exchange Commission on April 3, 2026, as amended on April 7, 2026, and declared effective on April 23, 2026, and a final prospectus dated April 24, 2026.

 

The form of Purchase Agreement, form of Pre-funded Warrant and form of Common Warrant, are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the form of Purchase Agreement, form of Pre-funded Warrant and form of Common Stock Warrant do not purport to be complete descriptions of the rights and obligations thereunder and are qualified in their entirety by reference to the full extent of such exhibits.

 

 

 

 2 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
   
4.1   Form of Pre-Funded Warrant.
4.2   Form of Common Stock Warrant.
10.1   Form of Securities Purchase Agreement by and among the Registrant and Purchasers dated April 24, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

 

 

 3 

 

 

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 27, 2026 By: /s/ John E. Mahoney
    Name: John E. Mahoney
    Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 4 

 

Source: View Original Filing on SEC EDGAR

FAQ

What is Auddia Inc. (AUUD) raising through this new offering?

Auddia is raising capital through a public offering targeting gross proceeds of approximately $12 million. The deal includes common stock, pre-funded warrants, and common warrants, giving investors different ways to obtain or time their exposure to Auddia’s common shares.

How many Auddia (AUUD) shares and warrants are included in the offering?

The offering covers 1,405,006 shares of common stock, pre-funded warrants to buy up to 3,679,737 shares, and common warrants to purchase up to 5,084,743 shares. Each share or pre-funded warrant is sold with an accompanying common warrant.

What are the pricing terms for Auddia’s (AUUD) new securities?

Each common share plus associated common warrant is priced at $2.36. Each pre-funded warrant plus associated common warrant is priced at $2.36 minus $0.001, and the pre-funded warrants are exercisable at $0.001 per share, providing a very low exercise price.

How much net cash will Auddia (AUUD) receive from the offering?

Auddia expects net proceeds of approximately $10.9 million after paying placement agent fees and estimated offering expenses. This is based on projected gross proceeds of about $12 million before the 7.0% cash fee and other transaction costs.

How will Auddia (AUUD) use the proceeds from this capital raise?

Auddia plans to use the net proceeds from the offering, together with existing cash, cash equivalents, and investments, for working capital and general corporate purposes. This typically includes funding operations, growth initiatives, and other corporate needs.

What are the key terms of Auddia’s (AUUD) common warrants?

The common warrants are immediately exercisable at $2.36 per share and expire upon completion of a specified merger transaction or five years after initial exercise, whichever occurs first. They also include beneficial ownership caps at 4.99% or 9.99% of outstanding common stock.

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