Auddia Inc SEC Filings

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. reported another loss-making quarter with no revenue in Q1 2026 while pursuing a transformative merger. For the three months ended March 31, 2026, the company generated no revenue and recorded a net loss of $2,281,553, wider than the $1,752,565 loss a year earlier, driven by higher sales and marketing, general and administrative, and restructuring costs.

Cash and cash equivalents fell to $1,413,387 from $3,186,985 at year-end, with operating activities using $2,275,114 in cash and management stating that existing cash plus approximately $12.9M of 2026 financing will fund operations only into the first quarter of 2027, leading to substantial doubt about continuation as a going concern.

The company executed significant equity financings, including selling 98,043 shares under an at-the-market program in Q1 2026 and a registered public offering on April 24, 2026 of 1,405,006 common shares, 3,679,737 pre-funded warrants, and 5,084,783 common warrants for gross proceeds of $12M, alongside prior Series B and Series C preferred stock rounds that have now been fully exchanged into common shares.

Auddia also agreed to a definitive merger with Thramann Holdings under which it will be renamed McCarthy Finney, with existing Auddia shareholders expected to own a 20% economic interest and entities controlled by founder Jeff Thramann an 80% interest, subject to adjustments based on closing cash and conditions including shareholder approval, Nasdaq listing, and maintaining at least $12M in cash at closing.

Auddia Inc. reported another loss-making quarter with no revenue in Q1 2026 while pursuing a transformative merger. For the three months ended March 31, 2026, the company generated no revenue and recorded a net loss of $2,281,553, wider than the $1,752,565 loss a year earlier, driven by higher sales and marketing, general and administrative, and restructuring costs.

Cash and cash equivalents fell to $1,413,387 from $3,186,985 at year-end, with operating activities using $2,275,114 in cash and management stating that existing cash plus approximately $12.9M of 2026 financing will fund operations only into the first quarter of 2027, leading to substantial doubt about continuation as a going concern.

The company executed significant equity financings, including selling 98,043 shares under an at-the-market program in Q1 2026 and a registered public offering on April 24, 2026 of 1,405,006 common shares, 3,679,737 pre-funded warrants, and 5,084,783 common warrants for gross proceeds of $12M, alongside prior Series B and Series C preferred stock rounds that have now been fully exchanged into common shares.

Auddia also agreed to a definitive merger with Thramann Holdings under which it will be renamed McCarthy Finney, with existing Auddia shareholders expected to own a 20% economic interest and entities controlled by founder Jeff Thramann an 80% interest, subject to adjustments based on closing cash and conditions including shareholder approval, Nasdaq listing, and maintaining at least $12M in cash at closing.

Auddia Inc. ownership disclosure by Iroquois Capital, Richard Abbe and Kimberly Page. The statement reports aggregate beneficial holdings that reflect exercised-limited warrants: total reported holdings include 581,421 shares (9.99%) for Richard Abbe and 350,000 shares (6.17%) for Iroquois Capital and Kimberly Page. The percentages give effect to Beneficial Ownership Blockers that prevent exercise of warrants above a 9.99% cap. The filing states 5,364,050 shares outstanding as of April 30, 2026 and that 455,981 shares are issuable on exercise of the reported warrants after applying the blockers.

Auddia Inc. ownership disclosure by Iroquois Capital, Richard Abbe and Kimberly Page. The statement reports aggregate beneficial holdings that reflect exercised-limited warrants: total reported holdings include 581,421 shares (9.99%) for Richard Abbe and 350,000 shares (6.17%) for Iroquois Capital and Kimberly Page. The percentages give effect to Beneficial Ownership Blockers that prevent exercise of warrants above a 9.99% cap. The filing states 5,364,050 shares outstanding as of April 30, 2026 and that 455,981 shares are issuable on exercise of the reported warrants after applying the blockers.

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. 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.

SEG Opportunity Fund, LLC reports beneficial ownership of 500,000 shares of Auddia Inc. Common Stock. The filing shows shared voting and shared dispositive power for 500,000 shares, equal to 9.32% of the outstanding common stock based on 5,364,050 shares outstanding as of April 30, 2026.

SEG Opportunity Fund, LLC reports beneficial ownership of 500,000 shares of Auddia Inc. Common Stock. The filing shows shared voting and shared dispositive power for 500,000 shares, equal to 9.32% of the outstanding common stock based on 5,364,050 shares outstanding as of April 30, 2026.

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. 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. 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. 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. 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. 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. 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.