Auddia Inc SEC Filings

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. is registering 50,000 additional shares of common stock for issuance under its 2020 Equity Incentive Plan. This follows a plan amendment approved by the board on July 30, 2025 and by stockholders at the September 8, 2025 annual meeting. The amendment raises the total shares of common stock issuable under the plan from 87,786 to 137,786. The company is using this Form S-8 solely to register these additional securities, incorporating by reference its prior effective Form S-8 for the same plan.

Auddia Inc. filed an amended shelf registration (Form S-3/A) to register common stock issuable upon conversion of Series C Convertible Preferred Stock and exercise of Common Warrants and related resale by selling stockholders. The prospectus discloses selling stockholder C/M Capital Master Fund LP and affiliated funds would beneficially own up to 917,633 shares absent a Maximum Percentage adjustment and, after adjustments, lists 112,685 shares representing 4.99% based on 2,145,533 shares outstanding as of August 31, 2025. The filing states specific assumptions for conversion/exercise prices ($4.77 conversion price, dividend conversion price $3.69) and lists prospectus selling methods. The document also notes reduced disclosure and governance exemptions available to smaller reporting companies and incorporates risk factors and prior SEC filings by reference. Exhibits and estimated registration fees and offering expenses are included.

Auddia Inc. reports the planned resignation of Chief Technology Officer Peter Shoebridge, effective August 29, 2025, and provides an update on recent financing moves. His departure is stated not to involve any disagreement over the company’s operations, policies, financial reporting, or controls, and he will receive nine months of base salary and up to nine months of COBRA premiums under his employment agreement.

In July and early August 2025, Auddia issued 360,000 common shares under its equity line with White Lion Capital for cash proceeds of $1.9 million, followed later in August by 610,000 additional shares for $1.77 million. The company also exchanged 569 Series B preferred shares (including accrued dividends) for 132,724 common shares at $4.486 per share, and later exchanged another 966 Series B preferred shares for 387,850 common shares at $2.65 per share, leaving no Series B preferred shares outstanding. Total common shares outstanding are now approximately 2,145,533 as of August 25, 2025.

Auddia Inc. entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets to sell shares of its common stock from time to time with an aggregate offering price capacity of up to $10,000,000 under an ATM structure. The company filed a prospectus supplement with the SEC on August 22, 2025 that sets the immediate offering limit at $3,042,500, reflecting the cap based on General Instruction I.B.6 of Form S-3. The filing references legal opinion and consent from Carroll Legal LLC and includes an interactive data file embedded within the Inline XBRL document. The 8-K is signed by John E. Mahoney, Chief Financial Officer.

Auddia Inc. intends to offer shares of common stock having an aggregate offering price up to $2,342,518 in an "at the market" offering through ACM as sales agent. The supplement assumes, as an example, sales of 1,217,000 shares at an illustrative price of $2.50 per share, resulting in up to 3,362,533 shares outstanding after the offering in that example. Pro forma net tangible book value per share increased from $0.95 as of June 30, 2025 to $1.97 after pro forma adjustments, with a stated pro forma increase attributable to this offering of $0.15. The company lists Nasdaq symbols AUUD (Common Stock) and AUUDW (Series A Warrants).

The prospectus supplement discloses a range of reserved shares under equity plans and warrants, including large potential future issuance under an Equity Line Purchase Agreement with While Lion of up to 5,531,471 shares (later referenced as up to 6,151,471 shares or $9.9 million). The document also highlights risk factors such as the company’s limited operating history, ability to continue as a going concern, internal control and Sarbanes-Oxley attestation exemptions, and cybersecurity and intellectual property risks.

Schedule 13G/A filing by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC reports beneficial ownership of 89 shares of Auddia Inc. common stock, representing 0.0% of the class. The filing shows no sole voting or dispositive power and shared voting and shared dispositive power of 89 shares. The statement includes a joint filing agreement and identifies Goldman Sachs & Co. LLC as a subsidiary of the parent holding company.

The filers certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.