[8-K] Auddia Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Auddia Inc. (Nasdaq: AUUD) filed an 8-K on 5 Aug 2025 disclosing it has signed a non-binding letter of intent (LOI) to explore a business combination with Thramann Holdings, LLC. The document contains no financial terms, structure, valuation, timetable or financing details; it merely references the related press release filed as Exhibit 99.1. The potential deal remains subject to further negotiation, due diligence, and board/shareholder approvals, therefore may never progress to a definitive agreement. Management did not update guidance or provide pro-forma metrics.

Positive

• Exploratory growth move: Entering an LOI suggests management is actively pursuing strategic alternatives that could expand scale or product offerings.

Negative

• High uncertainty: LOI is non-binding and may not lead to a transaction, creating headline risk without tangible benefit.
• No economic details: Filing omits valuation, financing, or synergy data, making it impossible to gauge dilution or accretion.

Insights

M&A Specialist

TL;DR: Non-binding LOI signals exploratory M&A; impact unclear pending terms.

The filing only announces an LOI, so legally nothing obliges either party to close. Investors should treat this as an option: it hints at strategic expansion, but without economics, dilution, or synergy estimates the valuation impact is indeterminate. Key next steps are signing a definitive agreement, financing disclosure, and regulatory filings. Until then, probability of completion and shareholder value creation remain speculative.

Portfolio Manager

TL;DR: Headline positive, but non-binding status keeps risk/reward neutral for now.

The prospect of a merger can re-rate AUUD if Thramann adds scale or cash flow, yet lack of specifics limits portfolio action. I will monitor for deal terms, projected EBITDA contribution, and dilution. Without those, the stock’s risk profile is unchanged; no immediate adjustment to position sizing is warranted.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 5, 2025

AUDDIA INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40071		45-4257218
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1680 38th Street, Suite 130
Boulder, Colorado		80301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 219-9771

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock	AUUD	Nasdaq Stock Market
Common Stock Warrants	AUUDW	Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events.

On August 5, 2025, Auddia Inc. (the “Company”) issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

99.1		Press release issued by Auddia Inc. on August 5, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AUDDIA INC.
August 5, 2025	By:	/s/ John E. Mahoney
		Name: John E. Mahoney
		Title: Chief Financial Officer

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FAQ

What did Auddia Inc. (AUUD) announce in its 8-K?

The company disclosed a non-binding LOI to pursue a business combination with Thramann Holdings, LLC.

Is the merger between Auddia and Thramann Holdings definitive?

No. The LOI is non-binding; the parties still need to negotiate and sign a definitive agreement.

Were any financial terms of the proposed deal disclosed?

No valuation, ownership split, timetable, or financing details were included in the 8-K.

Did Auddia update its financial guidance in the filing?

No. The company provided no updated guidance or pro-forma financial information.

Where can investors find additional information on the LOI?

The related press release is attached as Exhibit 99.1 to the Form 8-K.