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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):
July 30, 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 1.01 Entry into a Material Definitive Agreement.
As previously reported, on November 6, 2024, Auddia Inc. (the “Company”)
entered into an equity line common stock purchase agreement (the “Common Stock Purchase Agreement”) with White Lion Capital,
LLC, a Nevada limited liability company (“White Lion”). Pursuant to the Common Stock Purchase Agreement, the Company has the
right, but not the obligation to require White Lion to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price
of newly issued shares of the Company’s common stock (the “Common Stock”), subject to certain limitations and conditions
set forth in the Common Stock Purchase Agreement. Subject to the satisfaction of certain customary conditions, the Company’s right
to sell shares to White Lion will extend until December 31, 2025.
On July 30, 2025, the Company and White Lion entered into an amendment
(“Amendment”) to the Common Stock Purchase Agreement. Under the Amendment, the amount of Common Stock that the Company has
the right, but not the obligation to require White Lion to purchase, from time to time, has been increased from $10,000,000 to $50,000,000.
In addition, the Company’s right to sell shares to White Lion will now extend until December 31, 2027.
The Amendment does not make any other changes to the Common Stock Purchase
Agreement.
The foregoing description of the Amendment to the Common Stock Purchase
Agreement is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form
8-K is incorporated by reference in this Item 3.02.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| |
|
|
| 10.1 |
|
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. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File |
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. |
| |
|
|
July 30, 2025 |
By: |
/s/ John E. Mahoney |
| |
|
Name: John E. Mahoney |
| |
|
Title: Chief Financial Officer |
