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Amendment 1
0001554818
0001554818
2026-04-07
2026-04-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
As filed with the Securities and Exchange Commission
on April 7, 2026.
Registration No. 333-294887
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
Amendment No. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Auddia Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
(State or other jurisdiction of
incorporation or organization) |
7371
(Primary Standard Industrial
Classification Code Number) |
45-4257218
(I.R.S. Employer Identification Number) |
1680 38th Street, Suite 130
Boulder, Colorado 80301
(303) 219-9771
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jeffrey Thramann
Chief Executive Officer
Auddia Inc.
1680 38th Street, Suite 130
Boulder, Colorado 80301
(303) 219-9771
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| |
Jennifer L. Porter, Esq. |
Rick Werner |
| James H. Carroll, Esq. |
Justin Platt, Esq. |
Alla Digilova |
| Carroll Legal LLC |
Goodwin Procter LLP |
Haynes and Boone, LLP |
| 1449 Wynkoop Street, Suite 507 |
3025 John F. Kennedy Boulevard |
30 Rockefeller Plaza, 26th Floor |
| Denver, CO 80202 |
Philadelphia, PA 19104 |
New York, New York 10112 |
| (303) 888-4859 |
(445) 207-7806 |
(212) 659-7300 |
Approximate date of commencement of the proposed
sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
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 7(a)(2)(b) of the Securities Act.
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Auddia Inc. is filing this Amendment No. 1 to its Registration
Statement on Form S-1 (File No. 333-294887) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing
page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and
the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
| Item 16. |
Exhibits and Financial Statement Schedules. |
(a) Exhibits. The following exhibits are
filed as part of this Registration Statement:
Exhibit
Number |
|
Description of Document |
|
Incorporated by reference from
Form |
|
Filing
Date |
|
Exhibit
Number |
|
Filed
Herewith |
| |
|
|
|
|
|
|
|
|
|
| 2.1 |
|
Agreement and Plan of Merger, dated as of February 17, by and among New Holdco, Inc., Auddia Merger Sub, Inc., Thramann Merger Sub LC, Auddia Inc. and Thramann Holdings, LLC |
|
8-K |
|
02-17-2026 |
|
2.1 |
|
|
| 2.2 |
|
Form of Plan of Conversion |
|
8-K |
|
02-22-2021 |
|
2.1 |
|
|
| 3.1 |
|
Certificate of Incorporation of Auddia Inc. |
|
8-K |
|
02-22-2021 |
|
3.1 |
|
|
| 3.2 |
|
Certificate of Amendment to the Certificate of Incorporation of the Company dated February 23, 2024 |
|
8-K |
|
02-27-2024 |
|
3.1 |
|
|
| 3.3 |
|
Certificate of Amendment to the Certificate of Incorporation of the Company dated March 27, 2025 |
|
8-K |
|
04-01-2025 |
|
3.1 |
|
|
| 3.4 |
|
Certificate of Amendment to the Certificate of Incorporation of the Company dated March 30, 2026 |
|
8-K |
|
04-02-2026 |
|
3.1 |
|
|
| 3.5 |
|
Series B Convertible Preferred Stock Certificate of Designations dated April 23, 2024 |
|
8-K |
|
04-29-2024 |
|
3.1 |
|
|
| 3.6 |
|
Series C Convertible Preferred Stock Certificate of Designations dated June 30, 2025 |
|
8-K |
|
06-30-2025 |
|
3.1 |
|
|
| 3.7 |
|
Bylaws of Auddia Inc. |
|
8-K |
|
02-22-2021 |
|
3.2 |
|
|
| 3.8 |
|
Amendment to Bylaws dated September 6, 2024 |
|
8-K |
|
09-12-2024 |
|
3.1 |
|
|
| 3.9 |
|
Form of Warrant after Conversion from an LLC to a Corporation |
|
S-1/A |
|
01-28-2020 |
|
3.5 |
|
|
| 4.1 |
|
Form of Common Stock Certificate |
|
S-1/A |
|
10-08-2020 |
|
4.1 |
|
|
| 4.2 |
|
Form of IPO Representative’s Common Stock Purchase Warrant |
|
8-K |
|
02-22-2021 |
|
4.1 |
|
|
| 4.3 |
|
Description of Securities |
|
10-K |
|
03-31-2021 |
|
4.3 |
|
|
| 4.4 |
|
Form of Merger Holding Company Senior Note |
|
8-K |
|
02-17-2026 |
|
4.1 |
|
|
| 4.5 |
|
Form of Pre-Funded Warrant |
|
S-1 |
|
04-03-2026 |
|
4.5 |
|
|
| 4.6 |
|
Form of Common Stock Warrant |
|
S-1 |
|
04-03-2026 |
|
4.6 |
|
|
| 5.1 |
|
Opinion of Caroll Legal LLC |
|
S-1 |
|
04-03-2026 |
|
5.1 |
|
|
| 10.1 |
# |
Form of Auddia Inc. 2020 Equity Incentive Plan |
|
S-1/A |
|
10-22-2020 |
|
10.3 |
|
|
| 10.2 |
** |
Agreement with Major United States Broadcast Company |
|
S-1/A |
|
01-28-2020 |
|
10.8 |
|
|
| 10.3 |
# |
First Amendment to 2020 Equity Incentive Plan |
|
S-8 |
|
08-10-2021 |
|
99.2 |
|
|
| 10.4 |
# |
Second Amendment to 2020 Equity Incentive Plan |
|
10-K |
|
03-05-2025 |
|
10.5 |
|
|
| 10.5 |
# |
Form of Stock Option Grant Notice and Stock Option Agreement under 2020 Equity Incentive Plan |
|
S-8 |
|
08-10-2021 |
|
99.3 |
|
|
| 10.6 |
# |
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan |
|
S-8 |
|
08-10-2021 |
|
99.4 |
|
|
| 10.7 |
# |
Form of Inducement Stock Option Grant Notice and Inducement Stock Option Agreement |
|
S-8 |
|
08-10-2021 |
|
99.5 |
|
|
Exhibit
Number |
|
Description of Document |
|
Incorporated by reference from
Form |
|
Filing
Date |
|
Exhibit
Number |
|
Filed
Herewith |
| 10.8 |
# |
Clip Interactive, LLC 2013 Equity Incentive Plan |
|
S-8 |
|
08-10-2021 |
|
99.6 |
|
|
| 10.9 |
# |
Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan |
|
S-8 |
|
08-10-2021 |
|
99.7 |
|
|
| 10.10 |
# |
Executive Officer Employment Agreement for Michael Lawless dated October 13, 2021 |
|
8-K |
|
10-15-2021 |
|
10.1 |
|
|
| 10.11 |
# |
Executive Officer Employment Agreement for Peter Shoebridge dated October 13, 2021 |
|
8-K |
|
10-15-2021 |
|
10.2 |
|
|
| 10.13 |
|
Common Stock Warrant dated November 14, 2022 |
|
8-K |
|
11-14-2022 |
|
10.2 |
|
|
| 10.14 |
|
Common Stock Warrant for 600,000 shares dated April 17, 2023 |
|
8-K |
|
04-21-2023 |
|
10.2 |
|
|
| 10.15 |
|
Common Stock Warrant for 650,000 shares dated April 17, 2023 |
|
8-K |
|
04-21-2023 |
|
10.3 |
|
|
| 10.16 |
# |
Employment Agreement, effective as of November 27, 2023, between Auddia Inc. and John E. Mahoney |
|
8-K |
|
12-18-2023 |
|
10.1 |
|
|
| 10.17 |
|
Form of Common Stock Warrant dated April 23, 2024 |
|
8-K |
|
04-29-2024 |
|
10.2 |
|
|
| 10.18 |
|
Form of Registration Rights Agreement dated April 23, 2024 |
|
8-K |
|
04-29-2024 |
|
10.3 |
|
|
| 10.19 |
|
Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc. |
|
8-K |
|
11-25-2024 |
|
10.1 |
|
|
| 10.20 |
|
Registration Rights Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc. |
|
8-K |
|
11-25-2024 |
|
10.2 |
|
|
| 10.21 |
|
Form of Securities Purchase Agreement dated June 30, 2025 |
|
8-K |
|
06-30-2025 |
|
10.1 |
|
|
| 10.22 |
|
Form of Common Stock Warrant dated June 30, 2025 |
|
8-K |
|
06-30-2025 |
|
10.2 |
|
|
| 10.23 |
|
Form of Registration Rights Agreement dated June 30, 2025 |
|
8-K |
|
06-30-2025 |
|
10.4 |
|
|
| 10.24 |
|
Amendment 1, dated July 30, 2025, to Equity Line Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc. |
|
8-K |
|
07-30-2025 |
|
10.1 |
|
|
| 10.25 |
|
Form of Exchange Agreement dated August 5, 2025 |
|
10-Q |
|
08-08-2025 |
|
10.35 |
|
|
| 10.26 |
# |
Employment Agreement, effective as of July 1, 2025, between Auddia Inc. and Jeffrey Thramann |
|
8-K |
|
09-12-2025 |
|
10.2 |
|
|
| 10.27 |
|
Form of Merger Support Agreement |
|
8-K |
|
02-17-2026 |
|
10.1 |
|
|
| 10.28 |
|
Form of Merger Lock-Up Agreement |
|
8-K |
|
02-17-2026 |
|
10.2 |
|
|
| 10.29 |
|
Form of Securities Purchase Agreement |
|
S-1 |
|
04-03-2026 |
|
10.29 |
|
|
| 10.30 |
|
At-The-Market Issuance Sales Agreement, dated September 13, 2024, by and between Auddia Inc. and Ascendiant Capital Markets, LLC. |
|
8-K |
|
09-13-2024 |
|
1.1 |
|
|
| 23.1 |
|
Consent
of Haynie & Company, Independent Registered Public Accounting Firm |
|
|
|
|
|
|
|
X |
| 23.2 |
|
Consent of Carroll Legal LLC (included in Exhibit 5.1) |
|
|
|
|
|
|
|
|
| 23.3 |
|
Consent
of Haynie & Company, Independent Registered Public Accounting Firm |
|
|
|
|
|
|
|
X |
| 24.1 |
|
Power of Attorney (included on signature page) |
|
|
|
|
|
|
|
|
| 107 |
|
Calculation of Filing Fee Table |
|
|
|
|
|
|
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
|
|
|
|
|
|
|
|
___________________________
| * |
To be filed by amendment. |
| ** |
Certain information contained in this Exhibit has been redacted and appears as “XXXXX” as the disclosure of same would be a disadvantage to the Registrant in the marketplace. |
| # |
Indicates management contract or compensatory plan. |
(b) Financial statement schedules. Schedules
not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the Financial
Statements or notes thereto.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Boulder, in the State of Colorado, on this 7th day of April, 2026.
| AUDDIA INC. |
|
| |
|
|
| By: |
/s/ John Mahoney |
|
| |
John Mahoney |
|
| |
Chief Financial Officer |
|
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Jeffrey Thramann and John Mahoney such person’s true and lawful attorneys-in-fact
and agents, with full power to act separately and full power of substitution and re-substitution, for such person and in such person’s
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration
statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the
same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or such persons’ substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the
dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Jeffrey Thramann, M.D. |
|
President, Chief Executive Officer, Executive Chairman and Director |
|
April 7, 2026 |
| Jeffrey Thramann, M.D. |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| |
|
|
|
|
| /s/ John Mahoney |
|
Chief Financial Officer |
|
April 7, 2026 |
| John Mahoney |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| |
|
|
|
|
| /s/ Nick Balletta |
|
Director |
|
April 7, 2026 |
| Nick Balletta |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| /s/ Emmanuel de Boucaud |
|
Director |
|
April 7, 2026 |
| Emmanuel de Boucaud |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
| /s/ Joshua Sroge |
|
Director |
|
April 7, 2026 |
| Joshua Sroge |
|
|
|
|
