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): January 3, 2025 (December 30, 2024)

 

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.)

 

2100 Central Avenue, Suite 200
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 5.07

Submission of Matters to a Vote of Security Holders.

 

On December 30, 2024, the Company held its 2024 Annual Meeting of Stockholders.

 

The matters voted upon at the Annual Meeting and the results of such voting are set forth below.

 

 

Proposal 1 — Election of five directors to serve a term ending at the 2025 annual meeting, in each case until their respective successors are duly elected and qualified.

Nominee		Votes For		Withheld		Broker Non-Votes
Jeffrey Thramann		272,638		162,996		2,136,960
Michael Lawless		274,838		160,796		2,136,960
Stephen Deitsch		254,409		181,225		2,136,960
Timothy Hanlon		264,096		171,538		2,136,960
Thomas Birch		254,413		181,221		2,136,960

 

All five director nominees were duly elected.

 

 

Proposal 2 — Ratification of appointment of independent registered accounting firm – Haynie & Company

 

Votes For				Votes Against				Abstain				Broker Non-Votes
	2,089,920				316,432				166,240				0

Proposal 2 was approved.

 

 

Proposal No. 3 — To grant the board of directors discretionary authority regarding a proposed reverse stock split.

 

Votes For				Votes Against				Abstain				Broker Non-Votes
	1,583,844				827,856				160,894				0

Proposal 3 was approved.

 

 

Proposal 4 – Approval of the issuance of shares pursuant to the Company’s equity line

 

Votes For				Votes Against				Abstain				Broker Non-Votes
	201,426				99,905				134,303				2,136,960

Proposal 4 was approved.

 

 

 

 

 

 

Proposal 5 – Approval of the issuance of shares pursuant to the Company’s Series B convertible preferred stock and related common stock warrants

 

Votes For				Votes Against				Abstain				Broker Non-Votes
	203,135				86,315				146,184				2,136,960

Proposal 5 was approved.

 

 

Proposal 6 – Approval of the issuance of shares in connection with the retirement and conversion of the Company’s previously outstanding secured bridge notes

 

Votes For				Votes Against				Abstain				Broker Non-Votes
	205,046				84,562				146,026				2,136,960

Proposal 6 was approved.

 

 

Proposal 7 – Approval of an amendment to our 2020 equity incentive plan

 

Votes For				Votes Against				Abstain				Broker Non-Votes
	199,552				106,774				129,308				2,136,960

Proposal 7 was approved.

 

 

 

 

 

 

 

 

 

 

 

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.
January 3, 2025	By:	/s/ John Mahoney
		Name: John Mahoney
		Title: Chief Financial Officer