Auddia, Thramann LOI exclusivity extended pending SEC operations

Rhea-AI Filing Summary

Auddia Inc. extended its LOI exclusivity with Thramann Holdings, preserving one-on-one negotiations for a proposed business combination. The latest extension runs until 30 days after the Securities and Exchange Commission is no longer operating under its Operations Plan Under a Lapse in Appropriations and Government Shutdown, which commenced on October 1, 2025.

The LOI is non-binding and contemplates a new public holding company, with Auddia and Thramann portfolio companies as subsidiaries, trading under a new name and ticker. Any definitive agreement would include customary closing conditions such as board and stockholder approvals, regulatory approvals, effectiveness of a registration statement for Auddia common stock to be issued in the transaction, and continued Nasdaq listing of the combined company’s common stock.

Insights

M&A attorney

Exclusivity extended; process remains non-binding and conditional.

Auddia and Thramann Holdings extended exclusivity tied to the SEC’s operational status. This preserves bilateral negotiations under a non-binding LOI while external regulatory conditions persist.

The contemplated deal would form a new public holding company and issue Auddia common stock, but completion requires board and stockholder approvals, regulatory clearances, a declared-effective registration statement, and continued Nasdaq listing.

The extension signals continued engagement, but outcomes depend on reaching a definitive agreement and satisfying conditions; timing follows “30 days after” the SEC is no longer operating under its shutdown plan.

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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): October 17, 2025

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 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 initially 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.

On September 3, 2025, the parties agreed to a 45-day extension of the exclusivity period (which will now expire on October 18, 2025) under the LOI.

On October 17, 2025, the parties agreed to an additional extension of the exclusivity period until 30 days after the Securities and Exchange Commission is no longer operating under its Operations Plan Under a Lapse in Appropriations and Government Shutdown (which commenced on October 1, 2025).

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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.
October 20, 2025	By:	/s/ John E. Mahoney
		Name: John E. Mahoney
		Title: Chief Financial Officer

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FAQ

What did Auddia (AUUD) announce in this update?

Auddia extended the LOI exclusivity with Thramann Holdings until 30 days after the SEC is no longer operating under its shutdown operations plan.

When was the original LOI between Auddia (AUUD) and Thramann Holdings disclosed?

Auddia disclosed the non-binding LOI on August 5, 2025.

What does the proposed business combination contemplate for Auddia (AUUD)?

It contemplates a new public holding company, with Auddia and Thramann portfolio companies as subsidiaries, trading under a new name and ticker.

What approvals are required for the Auddia (AUUD) and Thramann transaction?

Customary conditions include board and stockholder approvals, regulatory approvals, an effective registration statement for Auddia common stock, and continued Nasdaq listing.

What previous exclusivity timeline did Auddia (AUUD) disclose?

The parties first set a 30-day exclusivity to September 3, 2025, then extended 45 days to October 18, 2025, and now extended again as described.

How does the SEC shutdown affect the Auddia (AUUD) exclusivity?

Exclusivity now runs until 30 days after the SEC is no longer operating under its Operations Plan Under a Lapse in Appropriations and Government Shutdown.