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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):
September 24, 2026 (September 23, 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 5.07 |
Submission of Matters to a Vote of Security Holders. |
On September 23, 2026, Auddia Inc. (“Auddia”
or the “Company”) called to order the special meeting of the Company’s stockholders (the “Special Meeting”)
held to:
(i) adopt 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”);
(ii) consider and vote
upon, on a non-binding advisory basis, a proposal to approve the material differences between Auddia’s existing charter and the
Holdco charter to be in effect upon consummation of the Business Combination (the “Holdco Charter Proposal”);
(iii) to consider and
vote on a proposal to approve and adopt the 2026 Equity Incentive Plan established to be effective after the closing of the Business Combination
(the “Equity Plan Proposal”);
(iv) to ratify the appointment
of Haynie & Company as Auddia’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the
“Auditor Ratification Proposal”); and
(v) to approve the adjournment
of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve one or
more proposals at the Special Meeting (the “Adjournment Proposal”).
At the Special Meeting, the holders of 2,654,364
shares of the Company’s common stock (“Company common stock”), were represented virtually or by proxy, and therefore
a quorum was present.
Based on the proxies and ballots received prior to the opening of the
Special Meeting, there were not sufficient votes to approve the Business Combination Proposal. Accordingly, a vote was called on the Adjournment
Proposal to authorize the adjournment of the Special Meeting to solicit additional proxies in favor of the proposals at the Special Meeting.
The Adjournment Proposal was approved by a vote of 2,238,335 shares
of Company common stock in favor, with 343,919 shares voting against, 72,110 shares abstaining, and no broker non-votes, thus constituting
approval by more than a majority of the shares of Company common stock represented in person or by proxy at the Special Meeting and entitled
to vote on the Adjournment Proposal.
The Special Meeting was then adjourned without opening the polls on
the Business Combination Proposal, the Holdco Charter Proposal, the Equity Plan Proposal, and the Auditor Ratification Proposal, which
were scheduled to be submitted to a vote of the Company’s stockholders at the Special Meeting. The Special Meeting was adjourned
until October 7, 2026 at 11:30 a.m. Eastern Time in order to allow the Company to solicit additional proxies with respect to the proposals
at the Special Meeting.
The Special Meeting will reconvene on October 7, 2026 at 11:30 a.m.
Eastern Time virtually via live webcast at www.virtualshareholdermeeting.com/AUUD2026SM. Stockholders will be able to attend and vote
at the reconvened Special Meeting using the same process in place for the originally scheduled Special Meeting, the details of which are
set forth in the definitive proxy statement/prospectus dated August 10, 2026 (the “Proxy Statement”). The Company does not
intend to change the record date of the Special Meeting. Accordingly, only stockholders of record at the close of business on August 3,
2026 will be entitled to vote at the reconvened Special Meeting.
Stockholders who have previously submitted their proxy or otherwise
voted and who do not wish to change their vote do not need to take any action. Until the Special Meeting is reconvened on October 7, 2026,
the Company will continue to solicit proxies from its stockholders with respect to the Business Combination Proposal and the other proposals
at the Special Meeting. Stockholders holding shares of Company common stock as of the record date of August 3, 2026, who have not yet
voted, are encouraged to vote electronically.
No changes have been made to the proposals to be voted on by stockholders
at the Special Meeting. The Company encourages all of its stockholders to read the Proxy Statement, which is available free of charge
on the SEC’s website at www.sec.gov.
On September 24, 2026, the Company issued
a press release announcing the adjournment of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits. The following documents are included as exhibits to this
report:
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Press Release issued by the Company on September 24, 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. |
| |
|
|
| September 24, 2026 |
By: |
/s/ John E. Mahoney |
| |
|
John E. Mahoney |
| |
|
Chief Financial Officer |
Exhibit 99.1
Auddia Announces
Adjournment of Special Meeting of Stockholders
Strong Preliminary Support with Approximately 88%
of Votes Cast to Date on the transaction in Favor of the Merger with Thramann Holdings
Procedural Adjournment Provides Additional Time
to Vote; Meeting to Reconvene October 7, 2026, at 11:30 a.m. Eastern Time
Auddia Urges Stockholders Who Have Not Voted
to Vote FOR Transaction with Thramann Holdings Today
Boulder, Colorado, September 24, 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 that its Special Meeting of Stockholders (the “Special Meeting”) originally
scheduled for Wednesday, September 23, 2026, was convened and immediately adjourned to October 7, 2026, at 11:30 a.m. Eastern Time. The
adjournment is a procedural step intended to provide additional time for stockholders who have not yet voted to submit their proxies.
It is not the result of opposition to the merger and does not alter the Board’s support for the transaction. The adjourned meeting
will continue to be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/AUUD2026SM.
The Company issued the following statement:
Approximately 88% of Auddia shares casting votes to date on the merger
proposal have been in favor of the merger with Thramann Holdings, a level of support that demonstrates strong momentum behind the transaction.
The transaction, however, can only be completed once a majority of all outstanding Auddia shares have been voted for the merger proposal.
The Company currently remains short of this threshold because not enough stockholders have voted yet, not because stockholders are voting
against the proposed merger. Voting activity has increased recently, reinforcing the Company’s expectation that continued outreach
and additional stockholder participation will drive further progress toward reaching the required threshold before the adjourned meeting.
The Board of Directors remains firmly confident that the merger with Thramann
Holdings represents the best path to long term shareholder value and believes the strong preliminary support from voters validates the
strategic rationale for the combination. While the solicitation continues during this procedural adjournment, Auddia continues to execute
operationally across both Auddia and the Thramann Holdings entities, particularly with respect to LT350, which is gaining increasing recognition
as a compelling solution to the community resistance being faced by large datacenter deployments.
“We are encouraged that approximately 88% of the shares voted to
date on the merger are in support of the transaction, demonstrating overwhelming support for the proposal,” said Jeff Thramann,
Chief Executive Officer of Auddia. “With voting activity ongoing, we are confident that continued stockholder participation can
move us closer to the required threshold. We continue to believe the combination with Thramann Holdings offers the most compelling path
to building long term value for Auddia stockholders.”
We urge stockholders to submit their votes as soon as possible in order
to realize the benefits of the transaction and protect the value of their investment.
VOTE TODAY
Stockholders of record as of the close of business on August 3, 2026, are
entitled to vote at the Special Meeting. If you have already submitted your proxy, your vote remains valid and there is nothing further
you need to do.
Vote today by proxy card, online or by phone.
If you have any questions, need assistance, or would like to vote by phone
or email, please contact Auddia’s proxy solicitation firm, Campaign Management, toll-free at 1-844-400-3680 or via email at info@campaign-mgmt.com.
Their team is available to help you vote your shares quickly and easily.
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
