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 | ||
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(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. ☐
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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.
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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 |
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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 | ||
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Exhibit 10.1
AMENDMENT NO. 1
TO
COMMON STOCK PURCHASE AGREEMENT
BETWEEN
AUDDIA INC.
AND
WHITE LION CAPITAL LLC
THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective July 30, 2025 (the “Amendment Effective Date”), is by and between Auddia Inc., a Delaware corporation (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and amends the Common Stock Purchase Agreement by and between the Company and Investor dated November 25, 2024 (as amended, the “Agreement”), to increase the Commitment Amount by the Investor under the Agreement to purchase up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock, and to extend the Commitment Period by the Investor under the Agreement. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Recitals.
Paragraph 2 of the Recitals is hereby amended by amending and restating the entirety of this Paragraph as follows:
WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Investor shall purchase, from time to time, as provided herein, and the Company shall issue and sell up to Fifty Million Dollars ($50,000,000) of the Company’s Common Stock (as defined below);
2. Amendment to Article I.
Article I of the Agreement is hereby amended by amending and restating the definition of “Commitment Amount” and “Commitment Period” in Section 1.1 in its entirety as follows:
“Commitment Amount” shall mean Fifty Million Dollars ($50,000,000).
“Commitment Period” shall mean the period commencing on the Execution Date and ending on the earlier of (i) the date on which the Investor shall have purchased an aggregate number of Purchase Notice Shares pursuant to this Agreement equal to the Commitment Amount or (ii) December 31, 2027.
2. Representations and Warranties. Each of the Investor and the Company represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, that such actions were duly authorized by all necessary entity action and that the officers executing this Amendment on its behalf were similarly authorized and empowered and that this Amendment does not contravene any provisions of its articles of incorporation, bylaws, certificate of formation, limited liability company agreement or other formation documents, or of any contract or agreement to which it is a party or by which any of its properties are bound.
3. Miscellaneous.
(a) Except as modified by this Amendment, the Agreement continues in full force and effect in accordance with its terms.
(b) This Amendment shall be governed by and construed in accordance with the laws of the State of California as set forth in Section 10.1 of the Agreement and the dispute resolution provisions set forth in the Agreement.
(c) This Amendment may be executed in any number of counterparts and by electronic transmission (which shall bind the parties hereto), each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
** signature page follows **
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officer as of the Amendment Effective Date.
| AUDDIA INC. | ||
| By: | /s/ John Mahoney | |
| Name: | John Mahoney | |
| Title: | Chief Financial Officer | |
| WHITE LION CAPITAL LLC | ||
| By: | /s/ Sam Yaffa | |
| Name: | Sam Yaffa | |
| Title: | Managing Partner | |
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