Every 8-K that Auddia Inc. (AUUD) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow AUUD and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full AUUD filings page.
Auddia Inc. (AUUD) cancelled its special stockholder meeting, which had been adjourned to October 7, 2026, after proxy and ballot returns showed insufficient votes to approve the proposed merger. Approximately 89% of votes cast favored the proposal, but Auddia said Delaware law requires approval by a majority of outstanding common shares entitled to vote, and favorable votes received fell below that threshold.
Auddia expects to establish a new record date and reschedule the vote in the near future. The proposed merger would combine Auddia with LT350, Influence Healthcare and Voyex, three early-stage AI-native companies wholly owned by Thramann Holdings; the combined company would be named McCarthy Finney, subject to applicable approvals and listing requirements. Auddia said it would issue a CEO letter later that week with a 2026 progress update, including LT350 and its broader AI-infrastructure strategy. Auddia says LT350 has 14 issued patents and 3 pending patent applications covering its solar parking-lot canopy infrastructure platform.
Auddia Inc. adjourned its September 23, 2026 special meeting to October 7, 2026 at 11:30 a.m. Eastern Time after proxies received before the meeting did not provide enough votes to approve its proposed business combination with Thramann Holdings. The merger proposal was not put to a vote; the meeting was adjourned to allow Auddia to solicit additional proxies.
A total of 2,654,364 shares was represented virtually or by proxy. The adjournment received 2,238,335 votes in favor, 343,919 against and 72,110 abstentions. Only stockholders of record at the close of business on August 3, 2026 may vote when the meeting reconvenes, and Auddia said the proposals were unchanged. The company's press release reported approximately 88% of shares casting votes to date on the merger proposal in favor; it also stated that completion requires votes in favor from a majority of all outstanding Auddia shares. If completed, the transaction would combine Auddia with Thramann Holdings' LT350, Influence Healthcare and Voyex businesses and form McCarthy Finney Inc.
Auddia Inc. (AUUD) filed an 8‑K providing historical financials for Thramann Holdings LLC and detailed unaudited pro forma financials for the planned business combination to be effected through McCarthy Finney. Thramann will be the accounting acquirer in a reverse recapitalization under ASC 805.
Thramann is pre‑revenue and reported a net loss of $422,498 for the six months ended June 30, 2026, with a going‑concern warning. Total assets were $2.72 million, largely intangible assets and a patent bought via $1.79 million non‑interest‑bearing consideration payable. Auddia and affiliates have provided up to $1.4 million in 8% bridge notes to Thramann entities.
The merger is structured so Auddia shareholders are expected to own about 20% of the combined company at closing and entities affiliated with Jeff Thramann about 80%, subject to Auddia’s net cash. Auddia plans a $2.55 million equity financing, and closing requires at least $12 million net cash. On a pro forma basis at June 30, 2026, the combined company shows $11.9 million cash, equity of $9.5 million and a pro forma net loss of $6.18 million for the first half of 2026.
Auddia Inc. describes a pending merger under which Auddia and four AI-focused target companies controlled by Thramann Holdings would become subsidiaries of McCarthy Finney, which will become a publicly traded holding company and whose common stock would trade under ticker MCFN. Stockholders are expected to vote on the merger at a special meeting in late August 2026.
To fund these target companies while the merger is pending, Auddia approved senior unsecured bridge notes of up to $360,000 for Thramann Holdings, $400,000 for LT350, $590,000 for Influence Healthcare, and $50,000 for Voyex, bearing 8.0% annual interest, compounded annually. The notes were reviewed and approved by a special committee of independent and disinterested directors and the Audit Committee, and no further amounts will be funded if the merger agreement is terminated. Notes generally mature on the earlier of two years after any merger termination or a change of control, with a 50% principal premium on change-of-control events for LT350, Influence and Voyex. LT350, Influence, and Voyex notes may convert at a 20% discount in a qualified equity financing of at least $3,000,000, $2,000,000, and $1,000,000, respectively, while the Thramann Holdings note is not convertible. Funds advanced under the notes will be counted toward Auddia’s $12,000,000 minimum net cash condition required at merger closing.
Auddia Inc. filed an 8-K providing detailed financial information for its planned business combination with Thramann Holdings. The filing includes unaudited combined and consolidated financials for Thramann, which is pre-revenue and recorded net losses of $245,509 in Q1 2026 and $105,721 in Q1 2025, raising going concern doubts.
Thramann’s assets were $2.8 million as of March 31, 2026, largely driven by $2.8 million of intangible assets tied to patents and software, funded by consideration payable of $1.8 million. The filing also presents unaudited pro forma combined financials showing the merger will be accounted for as a reverse recapitalization, with Thramann as the accounting acquirer.
Pro forma data illustrate a planned $12.0 million equity financing for Auddia and issuance of $3.5 million of Pubco notes to Thramann’s owner. Auddia shareholders are expected to own about 20% of the combined company at closing, with the remainder held primarily by Jeff Thramann, subject to net cash and other adjustments.
Auddia Inc. approved significant cash bonuses for its top executives and reported results from a recent special shareholder meeting. The Compensation Committee granted a $350,000 bonus to Chief Executive Officer Jeffrey Thramann and a $150,000 bonus to Chief Financial Officer John Mahoney, citing in part the successful completion of the Company’s recent $12 million public offering. These bonuses will be paid in the next regular pay period.
At the Special Meeting of Stockholders, shareholders approved giving the board discretionary authority to implement a proposed reverse stock split, with 803,150 votes for, 610,518 against, and 20,574 abstentions. Shareholders also approved a proposal to adjourn the meeting if needed, with 830,688 votes for, 580,223 against, and 23,330 abstentions.
Auddia Inc. entered an Exchange Agreement with accredited investors to swap 750 outstanding shares of its Series C convertible preferred stock, including accrued dividends, for 216,525 shares of common stock at an exchange price of $3.91 per share. This transaction eliminates all remaining Series C preferred stock, leaving none outstanding. The preferred stock originally came from a prior $1,000,000 financing in which Auddia issued 1,000 Series C preferred shares at $1,000 per share. The exchange was conducted as an unregistered securities transaction relying on exemptions under Section 3(a)(9) and Section 4(a)(2) of the Securities Act.
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.
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.
Auddia Inc. filed audited financials for Thramann Holdings and detailed unaudited pro forma results for their planned business combination. Thramann’s ventures in AI travel, healthcare bundles, and solar-powered AI infrastructure are all pre-revenue and generated operating losses of $485,885 in 2025 and $324,746 in 2024, leading auditors to raise substantial doubt about its ability to continue as a going concern.
The companies signed a definitive merger agreement under which existing Auddia shareholders are expected to own about 20% of the combined public holding company, while entities controlled by Jeff Thramann are expected to own about 80%. The combined entity’s pro forma 2025 net loss is shown at roughly $8.7 million, with no revenue in 2024 or 2025, and the merger is conditioned on Auddia having at least $12 million of net cash at closing, supported by a planned $10.5 million equity financing.
Auddia Inc. has signed a definitive merger agreement with Thramann Holdings, LLC to combine into a new holding company called McCarthy Finney, whose stock is expected to trade on Nasdaq under the ticker MCFN. At closing, Auddia shareholders are expected to own about 20% of McCarthy Finney, with roughly 80% owned by Jeff Thramann.
The merger is conditioned on Auddia having at least $12 million of cash on hand at closing to fund key business milestones. Management’s base case discounted cash flow analysis estimates McCarthy Finney’s valuation at $250 million. McCarthy Finney will fully own Auddia along with three AI‑focused companies—LT350, Influence Healthcare, and Voyex—currently controlled by Thramann Holdings.
The boards of both companies unanimously approved the transaction, and Houlihan Capital provided a fairness opinion to Auddia’s special committee and board. Closing is targeted for the second quarter of 2026, subject to Auddia stockholder approval, effectiveness of a Form S‑4 registration statement, required financing, and the combined company maintaining its Nasdaq listing.
Auddia Inc. plans a transformative related-party merger with Thramann Holdings, combining both businesses into a new holding company, McCarthy Finney, that is expected to trade on Nasdaq under the ticker “MCFN.” Auddia and Thramann will become wholly owned subsidiaries of McCarthy Finney.
At closing, former Thramann holders are expected to have an approximately 80% economic interest in McCarthy Finney, while existing Auddia stockholders will hold about 20%, subject to adjustments based on Auddia’s net cash. Auddia must have at least $12 million of net cash at closing for the deal to proceed.
Thramann holders will receive Holdco Special Preferred Stock and $3.5 million of unsecured Holdco Notes bearing 8.0% interest and exchangeable into Special Preferred. The Special Preferred carries a stated value of $1,000 per share, a minimum aggregate liquidation preference of $20.5 million, broad voting and board designation rights, and conversion features tied to the Nasdaq minimum price.
Auddia’s special committee of independent directors unanimously approved the merger as fair and obtained a fairness opinion from Houlihan Capital. Audited financials show Thramann’s portfolio companies are pre-revenue with recurring operating losses and a going concern warning, meaning they will rely on continued funding and future execution.
Auddia Inc. extended its exclusivity period under a non-binding letter of intent for a proposed business combination with Thramann Holdings, LLC. The exclusivity now runs through February 16, 2026, allowing more time to finalize definitive transaction documents.
The contemplated deal would restructure Auddia into an AI native public holding company, with both Auddia’s and Thramann Holdings’ portfolio companies becoming subsidiaries trading under a new name and ticker. The latest extension is intended to let the special committee’s fairness opinion provider update its analysis, and the company expects the committee’s review process to be completed on or before February 16, 2026.
Auddia Inc. reported that it has again extended its exclusivity period under a non-binding letter of intent for a proposed business combination with Thramann Holdings, LLC. The exclusivity period, originally agreed in July–August 2025 and extended several times, will now run through January 31, 2026, during which the parties aim to negotiate a definitive business combination agreement. The contemplated transaction would reorganize Auddia into a public holding company, with the portfolio companies of both Auddia and Thramann Holdings becoming subsidiaries and trading under a new name and ticker symbol. Auddia also states that the special committee of independent directors evaluating the proposed business combination expects to complete its review process on or before January 31, 2026.
Auddia Inc. updated its plans for a potential business combination with Thramann Holdings, LLC. On December 12, 2025, the parties agreed to extend their exclusivity period for negotiating a definitive business combination agreement, and this exclusivity will now expire on January 16, 2026.
The non-binding letter of intent outlines a structure in which Auddia would become a public holding company trading under a new name and ticker symbol, with both Auddia and the portfolio companies of Thramann Holdings becoming subsidiaries. Any transaction would require a definitive agreement and customary closing conditions, including board and stockholder approvals, regulatory approvals, effectiveness of a registration statement for Auddia common stock to be issued in the combination, and continued listing of the combined company’s common stock on Nasdaq.
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.
Auddia Inc. reported that it released an updated corporate overview presentation. The company furnished a press release as Exhibit 99.1 and the updated slide deck as Exhibit 99.2 under Item 7.01. The materials are furnished, not filed, and are not incorporated by reference unless expressly stated.