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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 7, 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 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Michael Lawless as Chief Executive
Officer and Director
On July 7, 2025, Michael Lawless provided notice
to the Board of Directors (the “Board”) of Auddia Inc. (the “Company”) of his decision to retire from his position
as Chief Executive Officer (“CEO”) of the Company and as a member of the Board, effective immediately. Mr. Lawless’
retirement was not the result of any disagreement on matters relating to the Company’s operations, policies, or practices.
Appointment of Jeffrey Thramann as Chief
Executive Officer
On July 9, 2025, the Company announced the appointment
of Jeffrey Thramann, M.D., as CEO, effective July 7, 2025. Dr. Thramann will continue to serve in his current role as Executive Chairman
of the Board.
Dr. Thramann founded the Company in 2012 and oversees
strategic initiatives, capitalization and governance at the Company. This includes day-to-day involvement in working with senior management
to establish the strategic vision of the Company, prioritizing product launches, working with the CFO on the financial plans of the Company,
and leading the recruitment and hiring of senior executives and the pursuit of business development activities. It also includes leading
efforts to secure capital for the Company, building the board of directors and leading board meetings. In 2002, Dr. Thramann was the founder
and became the chairman of Lanx, LLC. Lanx was an innovative medical device company focused on the spinal implant market and created the
interspinous process fusion space with the introduction of its patented Aspen product. Lanx was sold to Biomet, Inc., an international
orthopedic conglomerate, in 2013. Concurrent with Lanx, in 2006 Dr. Thramann was also the founder and chairman of ProNerve, LLC. ProNerve
was a healthcare services company that provided monitoring of nerve function during high risk surgical procedures affecting the brain
and spinal cord. ProNerve was sold to Waud Capital Partners, a private equity firm, in 2012.
Prior to ProNerve and concurrent with Lanx, Dr.
Thramann was the founder and chairman of U.S. Radiosurgery (USR). USR is a healthcare services company that provides advanced radiosurgical
treatments for tumors throughout the body. USR became the largest provider of robotic guided CyberKnife treatments of such tumors in the
U.S. and was sold to Alliance Healthcare Services (Nasdaq; AIQ) in 2011. From 2001 through 2008, Thramann was the founder and senior partner
of Boulder Neurosurgical Associates, a neurosurgical practice serving Boulder County, Colorado. Dr. Thramann is the named inventor on
over 50 U.S. and international issued and pending patents. He completed his neurosurgical residency and complex spinal reconstruction
fellowship at the Barrow Neurological Institute in Phoenix, AZ, in 2001. He is a graduate of Cornell University Medical College in New
York City and earned a BS in electrical engineering management at the U. S. Military Academy in West Point, NY. Dr. Thramann currently
serves as the Executive Chairman of Aclarion, Inc. (NASDAQ: ACON), a healthcare technology company that is leveraging MR Spectroscopy,
biomarkers, and augmented intelligence algorithms to improve the diagnosis and treatment of chronic low back pain.
There is no arrangement or understanding with
any person pursuant to which Dr. Thramann was appointed as CEO. There are no family relationships between Dr. Thramann and any director
or executive officer of the Company, and Dr. Thramann is not a party to any transaction requiring disclosure under Item 404(a) of Regulation
S-K.
Resignation of Directors
On July 7, 2025, Timothy J. Hanlon, Thomas Birch
and Stephen Deitsch resigned as independent members of the Board and all committees thereof, effective immediately. Their resignations
were not the result of any disagreement on matters relating to the Company’s operations, policies, or practices.
Appointment of Directors
On July 9, 2025, the Company announced the appointment
of Nick Balletta, Emmanuel L. de Boucaud and Joshua Sroge as independent members of the Board. Mr. Balletta has been appointed to serve
as the chairman of the Compensation Committee and as a member of the Audit and Nominating and Governance Committees. Mr. Boucaud has been
appointed to serve as the chairman of the Nominating and Governance Committee and as a member of the Audit and Compensation Committees.
Mr. Sroge has been appointed to serve as the chairman of the Audit Committee and as a member of the Compensation and Nominating and Governance
Committees.
Nick Balletta. Since September 2023,
Mr. Balletta has served as President of Sea Street Technologies, an automated cybersecurity solution company that combines firewall capabilities
with AI-powered threat intelligence. In June 2019, Mr. Balletta co-founded InnovoEdge, a SaaS platform for universal multi-cloud orchestration,
which was acquired by Megaport Ltd in August 2021. He then served as Executive Vice President of Global Corporate Development at Megaport
from August 2021 to September 2023. Mr. Balletta holds an MBA and a Bachelor of Science in Marketing from Rutgers University. We believe
Mr. Balletta is qualified to serve on our board because of his experience as a technology founder with public company exit experience
and his organizational and strategic experience across both startup and public company environments.
Emmanuel L. de Boucaud. Mr. Boucaud
is an investment and technology executive who has served as a Managing Partner at Chisos Capital, a structured finance firm, since August
2019. He has also served as the sole proprietor of IsleSail Partners, a boutique capital advisory business, since 2017. Mr. Boucaud also
serves on several boards of directors of privately held companies. Mr. Boucaud holds a bachelor’s degree in Economics from Occidental
College. We believe Mr. Boucaud is qualified to serve on our board because of his experiences in technology ventures, capital financing,
investment and corporate development.
Joshua Sroge. Mr. Sroge is an investment
professional who has served as the principal of Firestone CFO, a strategic finance and accounting services firm, since January 2014. Mr.
Sroge has also been a Partner at BXE Capital, a digital asset and cryptocurrency investment firm, since May 2020. Mr. Sroge served as
Interim Chief Executive Officer of Banq Inc. during its bankruptcy filing in 2023; the case was subsequently dismissed. Previously, Mr.
Sroge served as the Chief Financial Officer of Binance.US from January 2020 to October 2021, where he also served as Interim Chief Executive
Officer from August 2021 to October 2021. Mr. Stroge currently serves as a Director of the Hedera Foundation, where he also served as
Chief Financial Officer from February 2022 to June 2025.
We believe Mr. Sroge is qualified to serve on our board because of his broad executive experience and his expertise in cryptocurrencies
and digital assets.
On July 9, 2025, the Company issued a press release
announcing a potential strategic shift of the Company’s business. The related 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 July 9, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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 9, 2025 |
By: |
/s/ John E. Mahoney |
| |
|
Name: John E. Mahoney |
| |
|
Title: Chief Financial Officer |
