Auddia (NASDAQ: AUUDW) CTO to resign as equity deals boost cash, common shares

Rhea-AI Filing Summary

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.

Positive

• All Series B preferred stock eliminated, with 569 and 966 preferred shares (including accrued dividends) exchanged into 132,724 and 387,850 common shares, simplifying the capital structure so that no Series B preferred shares remain outstanding.
• New equity capital raised through the White Lion Capital equity line, with 360,000 and 610,000 common shares issued for cash proceeds of approximately $1.9 million and $1.77 million, respectively.

Negative

• Significant equity issuance and potential dilution, as 360,000 and 610,000 new common shares plus 132,724 and 387,850 shares from preferred exchanges contribute to a total of about 2,145,533 common shares outstanding as of August 25, 2025.
• Chief Technology Officer resignation, with CTO Peter Shoebridge intending to step down effective August 29, 2025, which may create execution risk around technology leadership despite the stated absence of disagreements over company operations or controls.

Insights

Equity analyst

Mix of leadership change, fresh equity capital, and capital-structure cleanup.

Auddia Inc. discloses the resignation of its Chief Technology Officer, Peter Shoebridge, effective August 29, 2025. The company explicitly notes there was no disagreement related to operations, policies, or financial reporting, which reduces the risk of hidden control or audit issues behind the departure. His severance of nine months’ base salary and up to nine months of COBRA premiums reflects a standard contractual exit rather than an abrupt break.

On the financing side, Auddia raised cash via its equity line with White Lion Capital, issuing 360,000 common shares for $1.9 million and later 610,000 shares for an additional $1.77 million. It also converted preferred equity into common by exchanging 569 and then 966 Series B preferred shares (including accrued dividends) for 132,724 and 387,850 common shares at per-share prices of $4.486 and $2.65, respectively. As of August 25, 2025, approximately 2,145,533 common shares are outstanding and no Series B preferred shares remain, indicating a simpler capital structure funded with new equity capital but also increased share count.

8-K Event Classification

4 items: 1.01, 3.02, 5.02, 8.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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 25, 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.

The information set forth in Item 8.01 below of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 below of this Current Report on Form 8-K is incorporated herein by reference.

The securities described below were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemptions from registration under the Securities Act afforded by Section 3(a)(9) and Section 4(a)(2) thereunder.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 25, 2025, Auddia Inc. (the “Company”) announced that Peter Shoebridge intends to resign from his position as Chief Technology Officer of the Company effective August 29, 2025.

Mr. Shoebridge's resignation did not result from any disagreement or difference of opinion with the Company with respect to its operations, policies, practices, internal controls, financial statements, audit scope limitations, audit reports, or management representations, nor was it otherwise connected in any way with the Company’s financial controls or audit procedures.

Pursuant to Section 5.2 of Mr. Shoebridge’s existing Employment Agreement dated October 13, 2021, Mr. Shoebridge will be entitled, subject to his non-revocation of a general release of claims in favor of the Company, to the following separation benefits: (i) the Company will continue to pay to Mr. Shoebridge his current base salary for the next nine months; and (ii) the Company will pay Mr. Shoebridge’s COBRA health insurance continuation premiums for up to the next nine months.

Item 8.01. Other Events.

Update on Recent Financing Transactions.

As previously disclosed in our Form 10-Q Quarterly Report for the period ended June 30, 2025 filed on August 8, 2025, in July and early August 2025, the Company issued 360,000 shares of common stock under our existing Equity Line Common Stock Purchase Agreement with White Lion Capital for cash proceeds of $1.9 million.

Later in August 2025, the Company issued an additional 610,000 shares of common stock under our existing Equity Line Common Stock Purchase Agreement for additional cash proceeds of $1.77 million.

As previously disclosed in our Form 10-Q Quarterly Report filed on August 8, 2025, on August 5, 2025, the Company entered into a series of exchange agreements (the “Exchange Agreements”) with certain accredited investors to exchange 569 outstanding shares of the Company’s Series B preferred stock (including accrued dividends thereon) for 132,724 shares of common stock at an exchange price of $4.486 per common share.

Later in August 2025, the Company entered into additional Exchange Agreements with certain accredited investors to exchange 966 additional outstanding shares of the Company’s Series B preferred stock (including accrued dividends thereon) for 387,850 additional shares of common stock at an exchange price of $2.65 per common share. No shares of Series B preferred stock remain outstanding.

As a result of these transactions, the Company now has approximately 2,145,533 total common shares outstanding as of August 25, 2025.

2

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 29, 2025	By:	/s/ John Mahoney
		Name: John Mahoney
		Title: Chief Financial Officer

3

FAQ

Why did Auddia Inc. (AUUDW) file this Form 8-K?

The filing reports the planned resignation of Chief Technology Officer Peter Shoebridge effective August 29, 2025, and provides an update on recent equity financings and preferred stock exchanges that affect Auddia’s share count and capital structure.

What severance will Auddia’s CTO Peter Shoebridge receive upon his resignation?

Under Section 5.2 of his October 13, 2021 employment agreement, Peter Shoebridge will receive nine months of his current base salary and up to nine months of COBRA health insurance continuation premiums, subject to his non-revocation of a general release of claims in favor of the company.

Did the Auddia Inc. CTO resign due to disagreements over financial or operational issues?

Auddia states that Mr. Shoebridge’s resignation did not result from any disagreement or difference of opinion regarding the company’s operations, policies, practices, internal controls, financial statements, audit scope, audit reports, or management representations, and was not otherwise connected with its financial controls or audit procedures.

How much cash did Auddia Inc. raise through its equity line with White Lion Capital?

In July and early August 2025, Auddia issued 360,000 common shares under its equity line with White Lion Capital for $1.9 million of cash proceeds, and later in August issued an additional 610,000 shares for $1.77 million of further proceeds.

What were the terms of Auddia Inc.’s Series B preferred stock exchanges?

On August 5, 2025, Auddia exchanged 569 outstanding Series B preferred shares (including accrued dividends) for 132,724 common shares at an exchange price of $4.486 per share, and later in August exchanged 966 additional Series B preferred shares (including accrued dividends) for 387,850 common shares at $2.65 per share, leaving no Series B preferred stock outstanding.

How many Auddia Inc. common shares are outstanding after these transactions?

Following the equity line issuances and the exchanges of Series B preferred stock into common stock, Auddia reports having approximately 2,145,533 total common shares outstanding as of August 25, 2025.

How do these financing transactions affect Auddia Inc.’s capital structure?

The company raised equity capital by issuing common shares under an existing equity line and converted its Series B preferred stock into common shares through exchange agreements, so that no Series B preferred shares remain outstanding and the number of common shares outstanding increased to about 2,145,533 as of August 25, 2025.