Auddia (NASDAQ: AUUD) cuts share count with 1-for-7.7 reverse split

Rhea-AI Filing Summary

Auddia Inc. approved a reverse stock split of its common stock at a 1-for-7.7 ratio, effective as of 5:00 p.m. Eastern Time on March 31, 2026. Every 7.7 issued and outstanding shares were combined into one share, with no change to par value.

Any fractional share resulting from the split is rounded up to one whole share at the participant level with DTC, so no fractional shares are issued. Trading on Nasdaq began on a split-adjusted basis on April 1, 2026 under a new CUSIP number. Outstanding common shares decreased from approximately 3.9 million to approximately 500,000, while authorized common shares remain 100 million. The split proportionately adjusts convertible preferred stock, warrants, stock options and restricted stock units, including their related exercise prices.

Insights

Capital markets & corporate actions analyst

Auddia consolidates share count via 1-for-7.7 reverse split.

Auddia Inc. implemented a 1-for-7.7 reverse stock split, cutting issued and outstanding common shares from about 3.9 million to about 500,000 while keeping authorized common shares at 100 million. This is a structural change to the share base, not an operating result.

The split also proportionately adjusts convertible preferred stock, warrants, stock options and restricted stock units, including exercise prices, so economic terms for existing holders remain aligned on a per-share basis. Trading on Nasdaq moved to a split-adjusted basis on April 1, 2026, which can affect per-share prices and compliance metrics but does not by itself change the company’s underlying business performance.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Reverse split ratio: 1-for-7.7 Pre-split shares outstanding: Approximately 3.9 million shares Post-split shares outstanding: Approximately 500,000 shares +4 more

7 metrics

Reverse split ratio 1-for-7.7 Common stock reverse stock split ratio effective March 31, 2026

Pre-split shares outstanding Approximately 3.9 million shares Issued and outstanding common stock before reverse split

Post-split shares outstanding Approximately 500,000 shares Issued and outstanding common stock after reverse split

Authorized common shares 100 million shares Authorized common stock unchanged by reverse split

Effective time 5:00 p.m. Eastern Time Reverse split effective March 31, 2026

Split-adjusted trading start April 1, 2026 Nasdaq trading on split-adjusted basis

New CUSIP 05072K404 CUSIP for common stock after reverse split

Key Terms

reverse stock split, Certificate of Amendment, convertible preferred stock, restricted stock units, +1 more

5 terms

reverse stock split financial

"to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-7.7"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Certificate of Amendment regulatory

"filed a Certificate of Amendment to the Certificate of Incorporation of the Company"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

convertible preferred stock financial

"The reverse stock split will apply to the Company’s outstanding convertible preferred stock, warrants, stock options and restricted stock units."

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

restricted stock units financial

"The reverse stock split will apply to the Company’s outstanding convertible preferred stock, warrants, stock options and restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

CUSIP number financial

"The new CUSIP number for the common stock following the reverse stock split is 05072K404."

A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.

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): March 30, 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 3.03 Material Modifications to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 30, 2026, Auddia Inc. (the “Company”) filed a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common stock at a ratio of 1-for-7.7.

The Certificate of Amendment provides that the reverse stock split became effective as of 5:00 P.M. Eastern Time on March 31, 2026 (the “Effective Time”), at which time every 7.7 shares of the Company’s issued and outstanding common stock were automatically combined into one (1) issued and outstanding share of common stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to receive a fraction of a share of common stock, such stockholder shall receive one whole share of common stock in lieu of such fractional share and no fractional shares shall be issued. The Company did not round up fractional shares at the beneficial level and instead rounded any such fractional shares up at the participant level with DTC.

Trading of the Company’s common stock on Nasdaq on a split-adjusted basis commenced at market open on April 1, 2026. The new CUSIP number for the common stock following the reverse stock split is 05072K404.

As a result of the reverse stock split, the Company’s issued and outstanding shares of common stock were decreased from approximately 3.9 million pre-split shares to approximately 500,000 post-split shares. The reverse stock split did not change the number of authorized shares of the Company's common stock, which remains at 100 million shares.

The reverse stock split will apply to the Company’s outstanding convertible preferred stock, warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the reverse stock split. The exercise prices of any outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.

As previously announced in May 2025, the Company’s board and stockholders approved a reverse stock split proposal at a ratio in the range of one-for-five to one-for-five hundred, with the final ratio to be determined by the Company’s board in its discretion without further approval from the Company’s stockholders. In March 2026, the Company’s board subsequently approved the final reverse stock split ratio of 1-for-7.7.

A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
3.1	Certificate of Amendment to the Certificate of Incorporation of the Company dated March 30, 2026
104	Cover Page Interactive Data File

2

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 2, 2026	By:	/s/ John E. Mahoney
		John E. Mahoney
		Chief Financial Officer

3

FAQ

What reverse stock split did Auddia Inc. (AUUD) implement?

Auddia Inc. implemented a reverse stock split at a 1-for-7.7 ratio. Every 7.7 issued and outstanding common shares were combined into one share, maintaining the same par value per share and proportionately adjusting related equity-linked securities.

When did Auddia’s (AUUD) reverse stock split become effective and when did trading adjust?

The reverse stock split became effective at 5:00 p.m. Eastern Time on March 31, 2026. Auddia’s common stock began trading on Nasdaq on a split-adjusted basis at market open on April 1, 2026, under a new CUSIP number for the common stock.

How did Auddia’s (AUUD) reverse split affect shares outstanding and authorized shares?

The reverse split reduced Auddia’s issued and outstanding common shares from approximately 3.9 million pre-split to approximately 500,000 post-split. The number of authorized common shares did not change and remains at 100 million, so only the outstanding share count was reduced.

How are fractional shares handled in Auddia’s (AUUD) reverse stock split?

Stockholders who would have received fractional shares instead receive one whole share of common stock. Fractional interests were not issued; the company rounded any such fractional shares up at the participant level with DTC, rather than at the underlying beneficial owner level.

What happens to Auddia’s (AUUD) warrants, options, preferred stock and RSUs after the split?

Auddia’s outstanding convertible preferred stock, warrants, stock options and restricted stock units are proportionately adjusted. The number of common shares into which they convert or are exercisable is reduced by the 1-for-7.7 ratio, and corresponding exercise prices are adjusted to maintain equivalent economic terms.

Who approved Auddia’s (AUUD) reverse stock split ratio and when?

In May 2025, Auddia’s board and stockholders approved a reverse split within a range of one-for-five to one-for-five hundred. In March 2026, the board determined the final ratio of 1-for-7.7 under that prior authorization, without needing further stockholder approval.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION DATED 3-30-26 5.2 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB