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:
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).
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.
On October 6, 2026, Auddia Inc. (“Auddia”
or the “Company”) cancelled its special stockholder meeting that was originally scheduled for September 23, 2026, but was
previously adjourned to October 7, 2026.
The purpose of the meeting was to vote, among
other items, on the adoption of the Agreement and Plan of Merger, dated as of February 17, 2026 (the “Merger Agreement”),
by and among Auddia, McCarthy Finney, Inc., a Delaware corporation (“Holdco”), Auddia Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Holdco (“Auddia Merger Sub”), Thramann Merger Sub LLC, a Colorado limited liability company
and wholly owned subsidiary of Holdco (“Thramann Merger Sub” and together with Auddia Merger Sub, the “Merger Subs”),
and Thramann Holdings, LLC, a Colorado limited liability company (“Thramann”), and the transactions contemplated thereby (such
proposal, the “Business Combination Proposal”).
Based on the proxies and ballots received to date, there were not sufficient
votes to approve the Business Combination Proposal.
Approximately 89% of votes cast on the Business Combination Proposal
were in favor of transaction. Under Delaware law, however, the transaction requires approval by a majority of the outstanding common shares
entitled to vote at the meeting. The number of favorable votes cast was less than this required level.
The Company expects to reschedule the stockholder meeting (with a
new record date) in the near future to convene a vote on the proposed transaction.
On October 6, 2026, the Company issued a
press release announcing the cancelation of the special meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
(d) Exhibits. The following documents are included as exhibits to this
report:
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.
Exhibit 99.1
Auddia Cancels
October 7th Shareholder Meeting to Align Merger Vote with Expanding AI Infrastructure Opportunity
Shareholder Support for the Merger Remains Strong
with New Record Date and Shareholder Meeting to be Rescheduled
LT350 Opportunity Accelerates into National
AI Infrastructure Narrative
Expanded AI Infrastructure Opportunity Since
Original Record Date
Boulder, Colorado, October 6, 2026 -- Auddia Inc. (NASDAQ: AUUD) (“Auddia”
or the “Company”), an AI-first technology company pursuing a merger that, if completed, would form McCarthy Finney, an AI-native
operating company, today announced the cancellation of the special shareholder meeting that was originally scheduled for September 23,
2026, but was previously adjourned to October 7, 2026. The purpose of the meeting was to vote on the Company’s proposed merger with
Thramann Holdings.
Approximately 89% of votes cast on the merger were in favor of transaction,
reflecting strong shareholder alignment with the Company’s strategic direction. Under Delaware law, the merger requires approval
by a majority of the outstanding common shares entitled to vote at the meeting. The number of favorable votes cast was less than this
required level. Our proxy solicitation advisors indicated that insufficient additional shareholders could be located from the established
record date of August 3, 2026 and that this was unlikely to change.
Since the original record date, Auddia has experienced a significant
expansion in strategic momentum, driven primarily by the emergence of LT350, a subsidiary of Thramann Holdings that would become a subsidiary
of MCFN upon closing of the proposed merger. LT350 is developing a patented distributed datacenter platform designed to meet rapidly growing
AI inference demand. LT350’s architecture deploys datacenter grade GPU infrastructure in the airspace of existing parking lots,
a structural advantage that directly addresses the community resistance bottlenecks slowing datacenter expansion nationwide.
This momentum has carried over to LT350 gaining national and local
attention as a common sense solution to the community resistance issues facing other data centers as evidenced by recent appearances on
Fox Business News’ Varney & Co., Bloomberg
News Network, Fox 17 Nashville, as well as multiple interviews
with print outlets. This has accelerated the initiation of discussions with several strategic partners across fiber, real estate, enterprise,
and hyperscaler ecosystems. These developments have materially increased both the clarity and magnitude of the LT350 opportunity underlying
the merger.
“We are encouraged by the strong shareholder support reflected
in the votes that were cast for the merger,” said Jeff Thramann, CEO of Auddia and Founder of LT350. “At the same time,
the momentum surrounding LT350 has accelerated dramatically. The distributed datacenter opportunity is larger and more strategically important
than previously understood, and we want shareholders to have full visibility into this growth before voting. Canceling the meeting now,
as opposed to a further adjournment, allows us to align the merger vote with this expanded opportunity.”
The Company will issue a CEO Letter to Shareholders later this
week providing a comprehensive update on Auddia’s progress throughout 2026, including recent developments related to LT350 and the
company’s broader AI-infrastructure strategy. Following this update, and the additional announcements expected to follow, Auddia
expects to establish a new record date and reschedule the shareholder meeting to vote on the proposed merger.
The Company will continue to provide updates as the process advances.
About the Merger to form McCarthy Finney (MCFN)
Auddia entered into a definitive merger agreement with Thramann Holdings,
LLC on February 17, 2026. If completed, the transaction would combine Auddia with three early-stage, AI-native operating companies wholly
owned by Thramann Holdings: LT350, Influence Healthcare, and Voyex. The combined company would be renamed McCarthy Finney Inc. and is
expected to trade under the ticker MCFN, subject to applicable approvals and listing requirements. McCarthy Finney would operate as an
AI holding company supporting LT350, Influence Healthcare, Voyex, and Auddia with AI and Web3 capabilities.
| · | LT350 is
a distributed AI datacenter company with 14 issued patents and 3 pending patent applications covering its proprietary solar parking lot
canopy infrastructure platform. The platform integrates modular battery storage and GPU cartridges into the canopy ceiling to convert
the airspace of underutilized parking areas into distributed AI datacenters. LT350 aims to build a secure, low latency, cost effective,
and rapidly deployable edge network while supporting local power infrastructure resilience. |
| | | |
| · | Influence Healthcare
is a healthtech company leveraging AI, blockchain, and vertical integration to
empower surgeons to drive adoption of value based care (VBC) to the surgical specialties. The Company’s mission is to leverage technology
and value based enterprises (VBEs) to build an alternative healthcare system that minimizes the corporate practice of medicine, eliminates
administrative waste, and enhances the autonomy and pay of health care providers to empower them to improve quality and return the patient
physician relationship to the center of medicine. |
| | | |
| · | Voyex is
a travel services platform that leverages agentic AI, an integrated fintech platform, and utilization of charter and private jet aircraft
to significantly improve the travel experience. The Company aims to alleviate the leading pain points for travelers of lengthy flight
delays and cancellations. |
About Auddia Inc.
Auddia, through its proprietary AI platform for audio identification
and classification, is reinventing not only how consumers engage with AM/FM radio, podcasts, and other audio content but also how artists
and labels promote their music and gain access to mainstream radio audiences. Auddia’s Discovr Radio is the first music-promotion
platform to deliver artists guaranteed exposure to radio listeners. Auddia’s flagship audio superapp, called faidr, delivers multiple
industry firsts, including:
| · | Ad-free listening on any AM/FM radio station |
| · | Content skipping across any AM/FM station |
| · | One-touch skipping of entire podcast ad breaks |
| · | Integrated artist discovery experiences |
For more information, visit www.auddia.com.
Cautionary Note on Forward-Looking Statements
Certain statements in this communication, other than purely historical
information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for
purposes of the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995, concerning Auddia, Thramann
Holdings, and the proposed merger between Auddia and Thramann Holdings (the “Proposed Transaction”) and other matters. These
forward-looking statements include, but are not limited to, express or implied statements relating to Auddia’s and Thramann Holdings’
management expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding:
the structure, timing and completion of the proposed merger by and between Auddia and Thramann Holdings, and the expected effects, perceived
benefits or opportunities of the Proposed Transaction; the combined company’s listing on Nasdaq after the closing of the Proposed
Transaction; expectations regarding the structure, timing and completion of the financing needed to close the Proposed Transaction, including
investment amounts from investors, timing of closing of the Proposed Transaction, expected proceed, expectations regarding the use of
proceeds, and impact on ownership structure; the anticipated timing of the closing; the expected executive officers and directors of the
combined company; each company’s and the combined company’s expected cash position at the closing and cash runway of the combined
company following the proposed merger and any additional financing; the future operations of the combined company, including research
and development activities; the nature, strategy and focus of the combined company; the development and commercial potential and potential
benefits of any products and services of the combined company; the cash balance of the combined entity at closing; expectations related
to the anticipated timing of the closing of the Proposed Transaction (the “Closing”); the expectations regarding the ownership
structure of the combined company; the expected trading of the combined company’s stock on Nasdaq under the ticker symbol “MCFN”
after the Closing; and other statements that are not historical fact.
All statements other than statements of historical fact contained in
this communication are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “opportunity,”
“potential,” “milestones,” “pipeline,” “can,” “goal,” “strategy,”
“target,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,”
“could,” “estimate,” “expect,” “intends,” “may,” “plan,” “possible,”
“project,” “should,” “will,” “would” and similar expressions (including the negatives
of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement
is not forward-looking. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections,
as well as the beliefs and assumptions of management, concerning future developments and their potential effects. There can be no assurance
that future developments affecting Auddia, Thramann Holdings, or the Proposed Transaction will be those that have been anticipated.
These forward-looking statements involve a number of risks and uncertainties,
some of which are beyond Auddia’s or Thramann Holdings’ control, or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, the risk that the conditions to the Closing or consummation of the Proposed Transaction are not satisfied, including
the failure to timely obtain approval of the proposed merger from Auddia’s stockholders the risk that the required financing is
not obtained in a timely manner, if at all; uncertainties as to the timing of the consummation of the Proposed Transaction; risks related
to Auddia’s continued listing on Nasdaq until closing of the Proposed Transaction and the combined company’s ability to remain
listed following the Closing; uncertainties regarding the impact any delay in the Closing would have on the anticipated cash resources
of the combined company, and other events and unanticipated spending and costs that could reduce the combined company’s cash resources;
the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement;
the effect of the announcement or pendency of the merger on Auddia’s or Thramann Holdings’ business relationships, operating
results and business generally; costs related to the merger; the risk that as a result of adjustments to the exchange ratio, Auddia’s
or Thramann Holdings’ stockholders could own more or less of the combined company than is currently anticipated; risks related to
the market price of Auddia’s common stock relative to the value suggested by the exchange ratio; risks related to the inability
of the combined company to obtain sufficient additional capital to continue to advance the development of its products and services; costs
of the Proposed Transaction and unexpected costs, charges or expenses resulting from the Proposed Transaction; potential adverse reactions
or changes to business relationships, operating results, and business generally, resulting from the announcement or completion of the
Proposed Transaction.
Actual results and the timing of events could differ materially from
those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties
are more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors”
in Auddia’s Annual Report on Form 10-K for the year ended December 31, 2025, which was originally filed with the SEC on March 6,
2026, subsequent Quarterly Reports on Form 10-Q filed with the SEC, and in other filings that Auddia makes and will make with the SEC
in connection with the Proposed Transaction, including the Form S-4 and Proxy Statement described below, as well as discussions of potential
risks, uncertainties, and other important factors included in other filings by Auddia from time to time. Should one or more of these risks
or uncertainties materialize, or should any of Auddia’s or Thramann Holdings’ assumptions prove incorrect, actual results
may vary in material respects from those projected in these forward-looking statements. Nothing in this communication should be regarded
as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this
communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements
herein. Neither Auddia nor Thramann Holdings undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances
on which any such statements are based, except as required by law. This communication does not purport to summarize all of the conditions,
risks and other attributes of an investment in Auddia or Thramann Holdings.
No Offer or Solicitation
This communication and the information contained herein is not intended
to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed
transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe
for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law, or an exemption
therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer
will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction,
or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet)
of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.
Important Additional Information about the Proposed Transaction
Will be Filed with the SEC
This communication relates to the proposed merger involving Auddia
and Thramann Holdings and may be deemed to be solicitation material in respect of the proposed merger. In connection with the proposed
Transaction, Auddia intends to file relevant materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”)
that will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication is not a substitute for the
Form S-4, the Proxy Statement or for any other document that Auddia may file with the SEC and/or send to Auddia’s stockholders in
connection with the proposed merger. AUDDIA URGES, BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS TO READ THE FORM S-4,
THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AUDDIA,
THRAMANN HOLDINGS, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors and stockholders will be able to obtain free copies of the
Form S-4, the Proxy Statement and other documents filed by Auddia with the SEC (when they become available) through the website maintained
by the SEC at www.sec.gov. Copies of documents filed by Auddia with the SEC will also be available free of charge on Auddia’s website
at www.auddia.com or by contacting Auddia Investor Relations at investors.auddiainc.com/contact. In addition, investors and stockholders
should note that Auddia communicates with investors and the public through its investor-relations website at investors.auddiainc.com.
Participants in the Solicitation
Auddia, Thramann Holdings, and their respective directors and certain
of their executive officers and other members of management may be deemed to be participants in the solicitation of proxies from Auddia’s
stockholders in connection with the proposed transaction under the rules of the SEC. Information about Auddia’s directors and executive
officers, including a description of their interests in Auddia, is included in Auddia’s most recent Annual Report on Form 10-K for
the year ended December 31, 2025, which was filed with the SEC on March 6, 2026. Additional information regarding the persons who may
be deemed participants in the proxy solicitations, including about the directors and executive officers of Thramann Holdings, and a description
of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement
and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from
the sources indicated above.
Investor Relations:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
www.pcgadvisory.com
