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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.
Key Figures
Warrants exercised:150,500 sharesPercent of class:7.32%Shares outstanding (aggregate):2,056,420 shares+3 more
6 metrics
Warrants exercised150,500 sharesExercised into common stock on April 24, 2026
Percent of class7.32%Based on 2,056,420 shares outstanding as of April 24, 2026
Shares outstanding (aggregate)2,056,420 sharesAggregate issued and outstanding following exercise on April 24, 2026
Shares outstanding prior to offering500,914 sharesOutstanding immediately prior to the offering (per prospectus)
Shares issued from offering1,405,006 sharesIssued from the offering referenced in the filing
Beneficially owned after transactions0 sharesItem 4 reports 0 shares and 0% of class after April 24, 2026 sales
Key Terms
pre-funded warrants, Registration Statement on Form S-1, beneficial owner
3 terms
pre-funded warrantsfinancial
"exercise of 150,500 pre-funded warrants into shares of common stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Registration Statement on Form S-1regulatory
"purchased pursuant to a Registration Statement on Form S-1 (File No. 333-294887)"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
beneficial ownerlegal
"became a beneficial owner of more than 5% of the Issuer's outstanding Common Stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Abri Capital and Jeffrey Tirman report for AUUD on April 24, 2026?
They reported exercising 150,500 pre-funded warrants into common stock and briefly holding 7.32% of shares. The Reporting Persons then sold the 150,500 shares on April 24, 2026, and report 0 shares owned afterward.
How was the 7.32% ownership stake calculated for AUUD?
The 7.32% figure is based on an aggregate of 2,056,420 shares issued and outstanding as of April 24, 2026. That total includes the offering issuance and the 150,500 shares from the exercised pre-funded warrants.
Were the AUUD shares acquired under a registration statement?
Yes. The shares were purchased pursuant to a Registration Statement on Form S-1 (File No. 333-294887) declared effective by the Commission on April 24, 2026, as stated in the filing.
Does Abri Capital or Jeffrey Tirman currently own AUUD shares after April 24, 2026?
No. Item 4 of the filing reports 0 shares beneficially owned and 0% of the class following the April 24, 2026 transactions, after the reported sale of 150,500 shares on that same date.
What offering-related share counts are referenced in the AUUD filing?
The filing cites 500,914 shares outstanding prior to the offering, 1,405,006 shares issued from the offering, and the 150,500 shares from the exercised pre-funded warrants, totaling 2,056,420 shares as of April 24, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AUDDIA INC.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
05072K404
(CUSIP Number)
04/24/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
05072K404
1
Names of Reporting Persons
Abri Capital Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
BERMUDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: On April 24, 2026, the Reporting Person became a beneficial owner of more than 5% of the Issuer's outstanding Common Stock upon exercise of 150,500 pre-funded warrants into shares of common stock, representing 7.32% of the Issuer's then outstanding shares of common stock (based on an aggregate of 2,056,420 shares of Common Stock issued and outstanding by the Issuer following the exercise of the Reporting Person's pre-funded warrants on April 24, 2026-500,914 shares of which were outstanding immediately prior to the offering, as represented in the prospectus filed with the SEC on April 27, 2026, plus 1,405,006 shares of common stock issued from the offering, plus 150,500 shares pursuant to the exercise of the Reporting Person's pre-funded warrants), as purchased pursuant to a Registration Statement on Form S-1 (File No. 333-294887) declared effective by the Commission on April 24, 2026. The Reporting Persons sold the 150,500 shares of the Issuer's common stock on April 24, 2026. Accordingly, this Schedule 13G simultaneously reports (i) the Reporting Person's initial acquisition of beneficial ownership of more than 5% of the Issuer's outstanding Common Stock on April 24, 2026 (based on an aggregate of 2,056,420 shares of common stock issued and outstanding as of April 24, 2026) and (ii) the Reporting Person's cessation of beneficial ownership of more than 5% of the Issuer's outstanding Common Stock as of April 24, 2026, as further reported in Item 5 below.
SCHEDULE 13G
CUSIP Number(s):
05072K404
1
Names of Reporting Persons
Tirman Jeffrey
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
SWITZERLAND
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: On April 24, 2026, the Reporting Person became a beneficial owner of more than 5% of the Issuer's outstanding Common Stock upon exercise of 150,500 pre-funded warrants into shares of common stock, representing 7.32% of the Issuer's then outstanding shares of common stock (based on an aggregate of 2,056,420 shares of Common Stock issued and outstanding by the Issuer following the exercise of the Reporting Person's pre-funded warrants on April 24, 2026-500,914 shares of which were outstanding immediately prior to the offering, as represented in the prospectus filed with the SEC on April 27, 2026, plus 1,405,006 shares of common stock issued from the offering, plus 150,500 shares pursuant to the exercise of the Reporting Person's pre-funded warrants), as purchased pursuant to a Registration Statement on Form S-1 (File No. 333-294887) declared effective by the Commission on April 24, 2026. The Reporting Persons sold the 150,500 shares of the Issuer's common stock on April 24, 2026. Accordingly, this Schedule 13G simultaneously reports (i) the Reporting Person's initial acquisition of beneficial ownership of more than 5% of the Issuer's outstanding Common Stock on April 24, 2026 (based on an aggregate of 2,056,420 shares of common stock issued and outstanding as of April 24, 2026) and (ii) the Reporting Person's cessation of beneficial ownership of more than 5% of the Issuer's outstanding Common Stock as of April 24, 2026, as further reported in Item 5 below.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
AUDDIA INC.
(b)
Address of issuer's principal executive offices:
38th Street, Suite 130 Boulder CO 80301
Item 2.
(a)
Name of person filing:
This Schedule 13G is being jointly filed by Abri Capital Ltd., a Bermuda company ("Abri Capital") and Jeffrey Tirman ("Mr. Tirman" and, together with Abri Capital, collectively, the "Reporting Persons").
Abri Capital is beneficially owned and controlled by Mr. Tirman and, in such capacity, exercises the sole voting and investment power over the shares of common stock of the Issuer held by Abri Capital.
(b)
Address or principal business office or, if none, residence:
Abri Capital Ltd.
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
Jeffrey Tirman
c/o Abri Capital Ltd.
Clarendon House
2 Church Street
Hamilton HM 11, Bermuda
(c)
Citizenship:
Abri Capital is a Bermuda company. Mr. Tirman is a citizen of Switzerland.
(d)
Title of class of securities:
Common Stock, $0.001 par value per share
(e)
CUSIP Number(s):
05072K404
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
0 Shares
(b)
Percent of class:
0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0 Shares
(ii) Shared power to vote or to direct the vote:
0 Shares
(iii) Sole power to dispose or to direct the disposition of:
0 Shares
(iv) Shared power to dispose or to direct the disposition of:
0 Shares
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
