Welcome to our dedicated page for AUDDIA SEC filings (Ticker: AUUD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Auddia Inc. filings document a technology issuer built around AI-based audio identification and classification, along with the capital structure supporting its public-market status. Its SEC record includes 8-K reports on material agreements, public offerings, warrant terms, preferred-stock exchanges, executive compensation actions, shareholder votes, and amendments to its certificate of incorporation.
Registration statements and proxy materials describe common stock, pre-funded warrants, common warrants, reverse-stock-split authority, security-holder rights, governance procedures, and emerging growth company reporting status. The filings also include formal records tied to Nasdaq compliance matters, pro forma financial information, and other disclosure categories associated with corporate transactions and financing activity.
Auddia Inc. reports that on April 24, 2026 Abri Capital Ltd. and Jeffrey Tirman briefly became >5% beneficial owners after exercising 150,500 pre-funded warrants into common stock, representing 7.32% of the company based on 2,056,420 shares outstanding as of that date. The Reporting Persons sold the 150,500 shares on April 24, 2026, and Item 4 shows 0 shares beneficially owned following those transactions.
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. is offering up to 10,169,486 shares of common stock in the aggregate, consisting of up to 1,405,006 shares, up to 3,679,737 pre-funded warrants and up to 5,084,743 common warrants, at a combined public offering price of $2.36 per share (or corresponding unit). The Common Warrants have an exercise price of $2.36, are immediately exercisable and expire on the earlier of the five-year anniversary of issuance or the closing of the proposed merger with Thramann Holdings. The offering is a reasonable best-efforts placement with no minimum, estimates net proceeds of approximately $10.9M (before any warrant exercises), and is set to terminate on May 15, 2026 unless earlier closed or terminated.
Auddia Inc. filed an exhibits-only Amendment No. 1 to its Form S-1 registration statement. The amendment leaves the main prospectus unchanged and updates only the exhibit list and related signature and consent sections.
The filing adds or confirms key corporate documents, including merger and financing agreements, equity incentive plans, warrant forms, at-the-market issuance sales arrangements, employment agreements, auditor and legal consents, and a filing fee calculation table. It also reiterates the company’s intent that effectiveness of the registration statement may be delayed until a later amendment or regulatory action under Section 8(a) of the Securities Act.
Auddia Inc. is launching a primary offering of up to 2,201,834 shares of common stock, or pre-funded warrants in lieu of shares, together with up to 2,201,834 accompanying common warrants. The securities are preliminarily valued at a combined $5.45 per share-and-warrant unit, matching the April 1, 2026 Nasdaq close.
The offering is on a reasonable best efforts basis with no minimum, and could raise an estimated $11.2 million of net proceeds at the assumed price, to fund working capital and general corporate purposes. Common stock outstanding was 500,876 shares as of April 1, 2026, so the raise implies substantial potential dilution.
Each common warrant is immediately exercisable at $5.45 and expires on the earlier of five years from issuance or completion of the planned merger with Thramann Holdings’ McCarthy Finney structure. Pre-funded warrants carry a $0.001 exercise price and include a 4.99% (or 9.99% at holder election) beneficial ownership cap. Auddia discloses substantial doubt about its ability to continue as a going concern, citing $3.19 million in cash at December 31, 2025, about $8 million of recent financing, and runway only into the second quarter of 2026. The merger is conditioned on at least $12 million of cash at closing.
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. is calling a special stockholder meeting on May 8, 2026 to seek flexible authority for another reverse stock split of its common stock. Stockholders will vote on allowing the board to combine shares at a ratio between 1-for-2 and up to 1-for-200, at any time within one year after approval, or not at all.
The company explains this tool is intended to help maintain compliance with Nasdaq’s $1.00 minimum bid requirement and broaden institutional investor interest, while noting there is no assurance the split will have the desired price or liquidity effects. As of March 27, 2026, the record date, Auddia had 3,856,348 common shares outstanding. A second proposal would allow adjournment of the meeting to solicit more proxies if needed. The board unanimously recommends voting “FOR” both proposals.
Auddia Inc. is soliciting proxies at a Special Meeting to approve a board-authorized reverse stock split and an adjournment proposal.
The Reverse Stock Split proposal, if approved, would permit the board to combine outstanding common shares at a ratio set anywhere from one-for-two (1-for-2) up to one-for-two hundred (1-for-200), with the board deciding the exact ratio and whether to implement the split within one year of stockholder approval. The meeting will also seek approval to adjourn if additional solicitation time is needed. The board unanimously recommends a vote FOR both proposals.