エドガーで原本を確認する
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.
| Item 8.01. | Other Events. |
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 | ||
|
|
Exhibit 99.1
Auddia Announces Leadership Changes and Special Committee to Evaluate Business Combination and Restructuring as AI Native Holding Company
Jeff Thramann, Executive Chairman of Auddia, has succeeded Michael Lawless, who is retiring, as CEO to oversee restructuring
New independent board members with experience in AI infrastructure and the evaluation of entrepreneurial ventures added to form a special committee
Special committee to evaluate merits of opportunistic business combination to restructure with Auddia as a subsidiary of AI native holding company
BOULDER, CO / July 9, 2025 / Auddia Inc. (NASDAQ:AUUD) (NASDAQ:AUUDW) (“Auddia” or the “Company”), today announced that Jeff Thramann has succeeded Michael Lawless as CEO of Auddia. After thirteen years of leading Auddia and its predecessor, Clip Interactive, Michael Lawless is retiring.
The Company has added three new independent board members with experience in AI infrastructure and the evaluation of entrepreneurial opportunities. The new board members are Nick Balletta, Emmanuel de Boucaud, and Josh Sroge. They are replacing existing independent board members Steve Deitsch, Tim Hanlon, and Tom Birch. The new board has formed a special committee of independent members to evaluate a transformative business combination opportunity to restructure into an AI native holding company that delivers enhanced AI capabilities to its portfolio companies.
Jeff Thramann will continue to serve as Auddia’s chairman and in his new role as CEO will oversee the proposed restructuring as directed by the special committee. If a restructuring is consummated, Jeff Thramann will serve as CEO of the holding company and Auddia will become a fully owned subsidiary. It is expected that a new Auddia CEO will be named around that time.
The mission of the holding company to be evaluated by the special committee will be to deliver enhanced AI capabilities to portfolio companies through a proprietary AI data center solution and a centralized AI leadership and development team. The AI data center offering is expected to significantly lower the cost of training AI models and running inference on these models for the holding company’s portfolio companies.
The AI leadership team will work with portfolio companies to institute an AI first culture with respect to leveraging AI to improve operational efficiencies, while the centralized AI development team will aim to deliver world class data analytics and machine learning expertise to portfolio companies. By centralizing AI talent at the holding company level, management believes portfolio companies will have access to a higher level of talent than they can secure individually. It is also expected that the cross pollination achieved by allocating central AI resources across multiple portfolio companies will result in greater innovation and superior AI model development.
The announced leadership changes and proposed restructuring are the result of a comprehensive analysis of strategic alternatives over the past nine months led by Jeff Thramann and the board in partnership with the management team and outside consultants. The process has resulted in an updated plan for faidr as well as an opportunity to evaluate a business combination that is expected to serve as the catalyst supporting the Company’s proposed restructuring.
Jeff Thramann said, “I would like to thank Michael Lawless for his commitment to the Clip Interactive and Auddia mission over the past 13 years and for his support in helping us position for this potential restructuring. We all wish Michael well in his retirement.”
There can be no assurances that the special committee will recommend that the Company proceed with the restructuring or any other alternative strategic transaction, or that if the special committee does recommend an alternative strategic transaction, that it will be consummated as described herein or at all.
|
|
About Auddia Inc.
Auddia, through its proprietary AI platform for audio identification and classification, is reinventing how consumers engage with AM/FM radio, podcasts, and other audio content. Auddia’s flagship audio superapp, called faidr, brings multiple industry firsts to the audio streaming landscape that include:
| · | subscription based, ad free listening on any AM/FM radio station |
| · | content skipping across any AM/FM station |
| · | one touch skipping of entire podcast ad breaks |
| · | subscription based, ad free listening to podcast partners |
faidr also delivers exclusive content and playlists, and showcases exciting new artists, hand-picked by curators and DJs. For more information, visit: www.auddia.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the Company's current expectations about future results, performance, prospects and opportunities. Statements that are not historical facts, such as "anticipates," "believes" and "expects" or similar expressions, are forward-looking statements. These forward-looking statements, including statements relating to the proposed restructuring, including the consummation thereof, or the strategic direction of the Company if such a restructuring is consummated, are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the Company's current plans and expectations, as well as future results of operations and financial condition. These and other risks and uncertainties are discussed more fully in our filings with the Securities and Exchange Commission. Readers are encouraged to review the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as well as other disclosures contained in the Annual Report and subsequent filings made with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
www.pcgadvisory.com
|
|