Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
Or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________

 

Commission File No. 001-40071

 

AUDDIA INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		45-4257218
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1680 38th Street, Suite 130 Boulder, CO		80301
Address of Principal Executive Offices		Zip Code

 

(303) 219-9771

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		AUUD		The Nasdaq Stock Market
Warrants, each exercisable for one share of Common Stock		AUUDW		The Nasdaq Stock Market

 

 

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☒	Smaller Reporting Company ☒
	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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes ☐  No ☒

 

As of August 7, 2025, there were 1,147,683 shares of the registrant’s common stock, $0.001 par value per share, outstanding.

 

 

AUDDIA INC.

2025 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 

		Page No.
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	4
	Condensed Balance Sheets (Unaudited)	4
	Condensed Statements of Operations (Unaudited)	5
	Condensed Statements of Changes in Shareholders’ Equity (Unaudited)	6
	Condensed Statements of Cash Flows (Unaudited)	7
	Notes to Condensed Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
	Signatures	33

 

 

 

 

 

 

 

 

 

 

 

Unless we state otherwise or the context otherwise requires, the terms “Auddia,” “we,” “us,” “our” and the “Company” refer to Auddia Inc., a Delaware corporation.

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “continue” or the negative of these terms or other comparable terminology.

 

Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

 

	·	the sufficiency of our existing cash to meet our working capital and capital expenditure needs over the next 12 months and our need to raise additional capital;
	·	our ability to generate revenue from new software services;
	·	our limited operating history;
	·	our ability to maintain proper and effective internal financial controls;
	·	our ability to continue to operate as a going concern;
	·	changes in laws, government regulations and policies and interpretations thereof;
	·	our ability to obtain and maintain protection for our intellectual property;
	·	the risk of errors, failures or bugs in our platform or products;
	·	our ability to attract and retain qualified employees and key personnel;
	·	our ability to manage our rapid growth and organizational change effectively;
	·	the possibility of security vulnerabilities, cyberattacks and network disruptions, including breaches of data security and privacy leaks, data loss, and business interruptions;
	·	our compliance with data privacy laws and regulations;
	·	our ability to develop and maintain our brand cost-effectively;
	·	our ability to maintain the listing of our common stock on the Nasdaq Stock Market; and
	·	the other factors set forth elsewhere in this Quarterly Report and in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024.

 

These forward-looking statements speak only as of the date of this Form 10-Q and are subject to business and economic risks. We do not undertake any obligation to update or revise the forward-looking statements to reflect events that occur or circumstances that exist after the date on which such statements were made, except to the extent required by law.

 

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

Auddia Inc.

Condensed Balance Sheets

 

		June 30, 2025				December 31, 2024
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	1,067,756			$	2,706,319
Accounts receivable, net			819				353
Prepaid assets			95,190				45,667
Other current assets			10,039				10,039
Total current assets			1,173,804				2,762,378
Non-current assets:
Property and equipment, net of accumulated depreciation			9,584				12,281
Intangible assets, net of accumulated amortization			17,406				3,416
Software development costs, net of accumulated amortization			1,997,550				2,308,230
Operating lease right of use asset			59,633				74,257
Deferred offering costs			177,771				137,766
Total non-current assets			2,261,944				2,535,950
Total assets		$	3,435,748			$	5,298,328
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities		$	480,163			$	507,663
Current portion of operating lease liability			33,399				28,405
Stock awards liability			14,853				14,852
Total current liabilities			528,415				550,920
Non-current operating lease liability			35,426				53,088
Total liabilities			563,841				604,008
Commitments and contingencies (Note 5)			–
Shareholders' equity:
Series B Preferred stock - $0.001 par value, 1,535 and 2,314 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively			1				2
Series C Preferred stock - $0.001 par value, 750 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively			1				–
Common stock - $0.001 par value, 100,000,000 authorized and 654,959 and 397,731 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (1)			655				398
Additional paid-in capital			95,724,012				94,122,356
Accumulated deficit			(92,852,762	)			(89,428,436	)
Total shareholders' equity			2,871,907				4,694,320
Total liabilities and shareholders' equity		$	3,435,748			$	5,298,328

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

(1)

The Company’s common stock outstanding as of December 31, 2024 has been retroactively restated for the effect of the 1-for-17 reverse stock split effective March 28, 2025.

 

 

 

Auddia Inc.

Condensed Statements of Operations

(Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2025				2024				2025				2024
Revenue		$	–			$	–			$	–			$	–
Operating expenses:
Direct cost of services			58,566				50,227				114,136				98,400
Sales and marketing			185,157				216,868				420,598				363,263
Research and development			236,415				159,588				633,118				325,095
General and administrative			729,442				734,325				1,360,333				1,945,124
Depreciation and amortization			357,628				493,382				790,035				977,128
Total operating expenses			1,567,208				1,654,390				3,318,220				3,709,010
Loss from operations			(1,567,208	)			(1,654,390	)			(3,318,220	)			(3,709,010	)
Other expense:
Interest expense			(1,445	)			(16,647	)			(2,998	)			(169,355	)
Change in fair value of warrants			–				(632,388	)			–				(632,388	)
Total other expense			(1,445	)			(649,035	)			(2,998	)			(801,743	)
Loss before income taxes			(1,568,653	)			(2,303,425	)			(3,321,218	)			(4,510,753	)
Provision for income taxes			–				–				–				–
Net loss		$	(1,568,653	)		$	(2,303,425	)		$	(3,321,218	)		$	(4,510,753	)
Net loss per share attributable to common stockholders
Basic and diluted		$	(2.95	)		$	(14.62	)		$	(6.73	)		$	(40.54	)
Weighted average common shares outstanding (1)
Basic and diluted			532,314				157,512				493,448				111,268

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

(1)

The Company’s common stock outstanding for the three and six months ended June 30, 2024 has been retroactively restated for the effect of the 1-for-17 reverse stock split effective March 28, 2025.

 

 

 

Auddia Inc.

Condensed Statements of Changes in Stockholders’ Equity

for the Three and Six Months Ended June 30, 2025 and 2024

(Unaudited)

 

		Series B Preferred Stock								Series C Preferred Stock								Common Stock
		Number of Shares				Par Value				Number of Shares				Par Value				Number of Shares				Par Value				Additional Paid-In-Capital				Accumulated Deficit				Total
Balance, December 31, 2024			2,314			$	2				–			$	–				397,731			$	398			$	94,122,356			$	(89,428,436	)		$	4,694,320
Issuance of common shares, net of costs			–				–				–				–				78,947				79				672,716				–				672,795
Series B preferred stock converted to common stock			(140	)			–				–				–				16,654				17				(139,027	)			–				(139,010	)
Offering costs			–				–				–				–				–				–				(55,120	)			–				(55,120	)
Share-based compensation			–				–				–				–				–				–				76,906				–				76,906
Issuance of restricted stock units			–				–				–				–				190				–				–				–				–
Capitalized dividends converted to common stock			–				–				–				–				16,654				16				139,560				–				139,576
Capitalized dividends			–				–				–				–				–				–				58,758				(58,758	)			–
Net loss			–				–				–				–				–				–				–				(1,752,565	)			(1,752,565	)
Balance, March 31, 2025			2,174			$	2				–			$	–				510,176			$	510			$	94,876,149			$	(91,239,759	)		$	3,636,902
Issuance of common shares, net of costs			–				–				–				–				25,000				25				82,475				–				82,500
Issuance of Series C preferred stock and warrants, net of issuance costs			–				–				750				1				–				–				699,999				–				700,000
Series B preferred stock converted to common stock			(639	)			(1	)			–				–				119,748				120				(119	)			–				–
Share-based compensation			–				–				–				–				–				–				21,158				–				21,158
Capitalized dividends			–				–				–				–				–				–				44,350				(44,350	)			–
RSS adjustment			–				–				–				–				35				–				–				–				–
Net loss			–				–				–				–				–				–				–				(1,568,653	)			(1,568,653	)
Balance, June 30, 2025			1,535			$	1				750			$	1				654,959			$	655			$	95,724,012			$	(92,852,762	)		$	2,871,907

 

 

		Series B Preferred Stock								Series C Preferred Stock								Common Stock (1)
		Number of Shares				Par Value				Number of Shares				Par Value				Number of Shares				Par Value				Additional Paid-In-Capital				Accumulated Deficit				Total
Balance, December 31, 2023			–			$	–				–			$	–				50,245			$	50			$	80,963,700			$	(80,543,330	)		$	420,420
Issuance of common shares, net of costs			–				–				–				–				78,826				79				3,606,429				–				3,606,508
Offering costs			–				–				–				–				–				–				(44,404	)			–				(44,404	)
Share-based compensation			–				–				–				–				–				–				173,289				–				173,289
Net loss			–				–				–				–				–				–				–				(2,207,328	)			(2,207,328	)
Balance, March 31, 2024			–			$	–				–			$	–				129,071			$	129			$	84,699,014			$	(82,750,658	)		$	1,948,485
Issuance of common shares, net of costs			–				–				–				–				35,293				35				1,245,965				–				1,246,000
Issuance of Series B preferred stock and warrants			2,314				2				–				–				–				–				2,238,575				–				2,238,577
Conversion of debt to equity			–				–				–				–				–				–				1,543,772				–				1,543,772
Offering costs			–				–				–				–				–				–				(97,333	)			–				(97,333	)
Share-based compensation			–				–				–				–				–				–				132,488				–				132,488
Net loss			–				–				–				–				–				–				–				(2,303,425	)			(2,303,425	)
Balance, June 30, 2024			2,314			$	2				–			$	–				164,364			$	164			$	89,762,481			$	(85,054,083	)		$	4,708,564

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

(1)

The Company’s changes in stockholders’ equity for the three and six months ended June 30, 2024 has been retroactively restated for the effect of the 1-for-17 reverse stock split effective March 28, 2025.

 

 

 

Auddia Inc.

Condensed Statements of Cash Flows

(Unaudited)

 

		For the Six Months Ended June 30,
		2025				2024
Cash flows from operating activities:
Net loss		$	(3,321,218	)		$	(4,510,753	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			790,035				977,128
Share-based compensation expense			98,064				305,777
Change in fair value of warrants			–				632,388
Amortization of ROU asset			14,624				6,914
Change in assets and liabilities:
Accounts receivable			(465	)			136
Prepaid assets			(49,523	)			(70,493	)
Other current assets			–				(10,039	)
Accounts payable and accrued liabilities			(27,499	)			37,986
Lease liabilities			(12,667	)			(2,865	)
Net cash used in operating activities			(2,508,649	)			(2,633,821	)
Cash flows from investing activities:
Purchase of property and equipment			–				(8,518	)
Software capitalization			(476,475	)			(528,602	)
Intangibles capitalization			(14,175	)			–
Net cash used in investing activities			(490,650	)			(537,120	)
Cash flows from financing activities:
Offering costs			(95,125	)			(72,807	)
Net settlement of share-based compensation liability			–				(19,686	)
Repayments of related party debt			–				(2,750,000	)
Proceeds from issuance of preferred shares, net of issuance costs			700,000				2,238,575
Proceeds from issuance of common shares, net of issuance costs			755,295				4,852,508
Dividends and Series B preferred stock converted to common stock			566				–
Net cash provided by financing activities			1,360,736				4,248,590
Net (decrease) increase in cash			(1,638,563	)			1,077,649
Cash, beginning of year			2,706,319				804,556
Cash and restricted cash, end of period		$	1,067,756			$	1,882,205
Supplemental disclosures of cash flow information:
Cash paid for interest		$	2,997			$	1,045
Cash paid for taxes		$	–			$	–
Supplemental disclosures of non-cash activity:
Reclassification of deferred offering costs		$	55,120			$	68,931
Issuance of warrants in connection with related party debt		$	–			$	911,384
Capitalized dividends		$	103,108			$	–
Right of use asset and assumption of operating lease liability		$	–			$	95,311

 

The accompanying notes are an integral part of these unaudited condensed financial statements.

 

 

 

 

Auddia Inc.

Notes to Condensed Financial Statements (Unaudited)

 

 

Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

 

Description of Business

 

Auddia Inc., (the “Company”, “Auddia”, “we”, “our”) is a technology company that is reinventing how consumers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. The Company is incorporated in Delaware and headquartered in Colorado.

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

 

Interim Financial Information

 

The condensed financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. The condensed balance sheet as of December 31, 2024 has been derived from the financial statements included in the Company’s annual report on Form 10-K. Accordingly, these condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The results for any interim period are not necessarily indicative of results for any future period. The Company recorded all adjustments necessary for a fair statement of the results for the interim period and all such adjustments are of a normal recurring nature.

 

Reverse Stock Splits

 

On February 27, 2024, the Company effectuated a 1-for-25 reverse stock split.

 

On March 28, 2025, the Company effectuated a 1-for-17 reverse stock split.

 

The reverse stock splits did not change the authorized number of shares of the Company’s common stock. No fractional shares were issued and any fractional shares resulting from the reverse stock splits were rounded up to the nearest whole share.

 

The reverse stock splits applied to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the reverse stock splits. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.

 

As a result of the reverse stock splits, unless described otherwise, all references to common stock, share data, per share data and related information contained in these financial statements have been retroactively adjusted to reflect the effect of the reverse stock splits for all periods presented. In addition, any fractional shares that would otherwise be issued as a result of the reverse stock splits were rounded up to the nearest whole share. Further, the number of shares issuable and exercise prices of stock options and warrants have been retrospectively adjusted in these financial statements for all periods presented to reflect the reverse stock splits.

 

 

 

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

The condensed financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to valuation of capital stock, warrants and options to purchase shares of the Company’s common stock, and the estimated recoverability and amortization period for capitalized software development costs. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.

 

Risks and Uncertainties

 

The Company is subject to various risks and uncertainties frequently encountered by companies in the early stages of development. Such risks and uncertainties include, but are not limited to, its limited operating history, competition from other companies, limited access to additional funds, dependence on key personnel, and management of potential rapid growth. To address these risks, the Company must, among other things, develop its customer base; implement and successfully execute its business and marketing strategy; develop follow-on products; provide superior customer service; and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks.

 

Emerging Growth Company Status

 

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period to comply with certain new or revised accounting standards that have different effective dates for public and private companies.

 

Going Concern

 

The Company had cash and cash equivalents of $1,067,756 as of June 30, 2025. The Company will need additional funding to complete the development of the full product line and scale products with a demonstrated market fit. The Company raised an additional $1.5 million (net of offering costs) during the six months ended June 30, 2025, and an additional $1.9 million subsequent to June 30, 2025, which will only be sufficient into the fourth quarter of 2025. Management has plans to secure such additional funding. If the Company is unable to raise capital when needed or on acceptable terms, the Company will be forced to delay, reduce, or eliminate technology development and commercialization efforts.

 

As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management has plans to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, such as the White Lion equity line of credit (refer to Note 7) and additional future financing agreements. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s current level of cash is not sufficient to execute the business plan. For the foreseeable future, the Company will incur significant operating expenses, capital expenditures and working capital funding that will deplete cash on hand during the fourth quarter of 2025.

 

 

 

 

Cash and Cash Equivalents

 

The Company had cash on hand of $1,064,918 and $2,703,392 as of June 30, 2025 and December 31, 2024, respectively.

 

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had cash equivalents of $2,838 and $2,927 as of June 30, 2025 and December 31, 2024, respectively.

 

The Company maintains cash deposits at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance may at times exceed these limits. As of June 30, 2025, the Company had approximately $0.8 million in excess of federally insured limits. As of December 31, 2024, the Company had approximately $2.2 million in excess of federally insured limits. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests.

 

Software Development Costs

 

The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable.

 

The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies.

 

Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are considered impaired and expensed during the period of such determination. The Company determined that no such impairments were required during the three and six months ended June 30, 2025 and 2024. Software development costs of $239,502 and $255,214 were capitalized for the three months ended June 30, 2025 and 2024, respectively. Software development costs of $476,475 and $528,602 were capitalized for the six months ended June 30, 2025 and 2024, respectively. Amortization of capitalized software development costs was $356,227 and $486,764 for the three months ended June 30, 2025 and 2024, respectively and $787,286 and $963,682 for the six months ended June 30, 2025 and 2024, respectively, and is included in depreciation and amortization expense in the Company’s condensed statement of operations.

 

Revenue Recognition

 

Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer and will exclude any sales incentives and amounts collected on behalf of third parties. The Company will recognize revenue when it satisfies a performance obligation by transferring control over a service or product to a customer. To achieve this core principle, the Company applies the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. The Company will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in the accompanying statements of operations. Collected taxes, if applicable, will be recorded within other current liabilities until remitted to the relevant taxing authority.

 

Subscriber revenue will consist primarily of subscription fees and other ancillary subscription-based revenues. Revenue will be recognized on a straight-line basis when the performance obligations to provide each service for the period have been satisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions.

 

Customers may pay for the services in advance of the performance obligation and therefore these prepayments will be recorded as deferred revenue. The deferred revenue will be recognized as revenue in the accompanying statements of operations as the services are provided.

 

 

 

 

Share-Based Compensation

 

The Company accounts for share-based compensation arrangements with employees, directors, and consultants and recognizes the compensation expense for share-based awards based on the estimated fair value of the awards on the date of grant in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”).

 

Compensation expense for all share-based awards is based on the estimated grant-date fair value and recognized in earnings over the requisite service period (generally the vesting period). The Company records share-based compensation expense related to non-employees over the related service periods.

 

Certain share-based compensation awards include a net-share settlement feature that provides the grantee an option to withhold shares to satisfy tax withholding requirements and are classified as a share-based compensation liability. Cash paid to satisfy tax withholdings is classified as financing activities in the condensed statements of cash flows.

 

Warrants

 

The Company account for warrants as equity-classified instruments, based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

  

Note 2 – Property & Equipment, Intangible Assets, and Software Development Costs

 

Property and equipment and software development costs consisted of the following as of:

Schedule of property and equipment and software development costs
		June 30, 2025				December 31, 2024
Computers and equipment		$	110,551			$	110,551
Furniture			11,258				11,258
Accumulated depreciation			(112,225	)			(109,528	)
Total property and equipment, net		$	9,584			$	12,281
Domain name		$	3,947			$	3,947
Patents			14,174				–
Accumulated amortization			(715	)			(531	)
Total intangible assets, net		$	17,406			$	3,416
Software development costs		$	9,054,290			$	8,577,815
Accumulated amortization			(7,056,740	)			(6,269,585	)
Total software development costs, net		$	1,997,550			$	2,308,230

 

 

 

 

The Company recognized depreciation expense of $1,348 and $6,284 for the three months ended June 30, 2025 and 2024, respectively, related to property and equipment, amortization expense of $163 and $334 for the three months ended June 30, 2025 and 2024, respectively, related to intangible assets, and amortization expense of $356,227 and $486,764 for the three months ended June 30, 2025 and 2024, respectively, related to software development costs. The Company recognized depreciation expense of $2,696 and $12,778 for the six months ended June 30, 2025 and 2024, respectively, related to property and equipment, amortization expense of $185 and $668 for the six months ended June 30, 2025 and 2024, respectively, related to intangible assets, and amortization expense of $787,286 and $963,682 for the six months ended June 30, 2025 and 2024, respectively, related to software development costs.

 

Note 3 – Accounts Payable and Accrued Liabilities

 

Accounts payable and accrued liabilities consist of the following:

Schedule of accounts payable and accrued liabilities
		June 30, 2025				December 31, 2024
Accounts payable and accrued liabilities		$	474,398			$	495,312
Credit cards payable			5,765				12,351
Total accounts payable and accrued liabilities		$	480,163			$	507,663

  

Note 4 – Notes Payable to Related Party, net of debt issuance costs

 

On April 9, 2024, the Company and the investor entered into an Amendment and Waiver Agreement relating to the Company’s outstanding Bridge Notes. Refer to the Company’s Form 10-K for the year ended December 31, 2024 for additional information regarding the Bridge Notes.

  

The Company agreed to pay $2.75 million in cash to the holder in repayment of the principal of the Bridge Notes (exclusive of the $275,000 of original issue discount on the Bridge Notes) shortly after the closing by the Company of one or more equity financings with total gross proceeds to the Company of not less than $6,000,000.

 

On April 26, 2024, the Company repaid $2.75 million of principal on its outstanding Secured Bridge Notes.

 

Effective April 9, 2024, the holder converted $911,384 (the “Rollover Amount”) which is equal to the (i) unpaid accrued interest on the Bridge Notes plus (ii) the original issue discount (“OID”) on the Bridge Notes, into equity securities of the Company (the “Rollover Securities”).

 

The Rollover Securities consist of (i) 27,256 prefunded common stock warrants with a per share exercise price of $0.017 per share (the “Prefunded Warrants”) and (ii) 27,256 non-prefunded warrants (the “Non-Prefunded Warrants”) with a per share exercise price equal to $6.2934.

 

The number of Non-Prefunded Warrants was determined by dividing the Rollover Amount by $33.44 (the original exercise price). The number of Non-Prefunded Warrants is equal to the number of Prefunded Warrants (i.e. 100% warrant coverage). The Non-Prefunded Warrants have a price adjustment provision which will adjust the exercise price downward in the event that the Company issues equity securities in the future at an effective per share price below the then current exercise price. The original exercise price of $33.44 has been subsequently adjusted to $6.2934. In order to assure compliance with applicable Nasdaq rules, the Non-Prefunded Warrants shall not be exercisable for six months following the date of issue.

 

 

 

 

The Company issued to the holder 2,942 new common stock warrants with a five-year term as a loan extension fee (“Fee Warrants”). The Fee Warrants have a price adjustment provision which will adjust the exercise price downward in the event that the Company issues equity securities in the future at an effective per share price below the then current exercise price. The original exercise price of $33.44 has been subsequently adjusted to $6.2934. In order to assure compliance with applicable Nasdaq rules, the Fee Warrants shall not be exercisable for six months following the date of issue.

 

The Non-Prefunded Warrants and Fee Warrants had a total valuation of $811,402 and the Prefunded Warrants had a valuation of $732,370. As a result, the Company recorded $911,384 as a non-cash charge in connection with the issuance of warrants related to the Bridge Notes and a change in the fair value of warrants of $632,388 upon payoff of the debt during the three and six months ended June 30, 2024 All warrants were classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40.

 

Note 5 – Commitments and Contingencies

 

Operating Lease

 

On March 25, 2024, the Company entered into a 37-month operating lease commencing on April 1, 2024 with two separate two year renewal options. The monthly base rent for months two through 14 is $2,456, increasing to $3,070 for months 15 through 26, and ending at $3,684 for months 27 through 37. Rent expense, as part of general and administrative expenses in the statements of operations, was $8,960 and $8,960 for the three months ended June 30, 2025 and 2024, respectively and $17,920 and $25,385 for the six months ended June 30, 2025 and 2024, respectively.

 

Litigation

 

In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. There are no active litigations as of the date the financial statements were issued. However, a pre-IPO investor has contacted the Company claiming damages caused by alleged acts and omissions arising from a private financing by the Company. No complaint has been filed by the investor. The alleged damages asserted by the investor are less than approximately $300,000. The outcome of the complaint was neither probable or estimable as of the date the financial statements were issued, therefore, no accrual has been made.

 

Note 6 – Share-based Issuances

 

Stock Options

 

The fair value of each option award is estimated on the date of grant using a Black Scholes option valuation model that uses the assumptions noted in the following table. Because Black Scholes option valuation models incorporate ranges of assumptions for inputs, these ranges are disclosed. Expected volatilities and based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock, and other factors. The expected term of options granted is derived from the output of the valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

  

 

 

 

 

The following table presents the activity for stock options outstanding:

Schedule of stock option activity
		Options				Weighted Average Exercise Price
Outstanding - December 31, 2024			34,341			$	123.88
Granted			–				–
Forfeited/canceled			–				–
Exercised			–				–
Outstanding – June 30, 2025			34,341			$	123.88

 

		Options				Weighted Average Exercise Price
Outstanding - December 31, 2023			4,994			$	812.43
Granted			–				–
Forfeited/canceled			(50	)			1,011.16
Exercised			–				–
Outstanding – June 30, 2024			4,944			$	810.56

 

The following table presents the composition of options outstanding and exercisable:

Schedule of options outstanding and exercisable
		Options Outstanding**												Options Exercisable**
Exercise Prices		Number				Price				Life*				Number				Price*
$8.67			29,413			$	8.67				9.51				29,413			$	8.67
$1,230.63			131			$	1,230.63				2.36				131			$	1,230.63
$1,808.79			411			$	1,808.79				3.98				411			$	1,808.79
$1,185.75			1,822			$	1,185.75				5.48				1,822			$	1,185.75
$760.75			428			$	760.75				6.18				428			$	760.75
$514.25			917			$	514.25				7.20				917			$	514.25
$168.30			118			$	168.30				7.94				118			$	168.30
$106.25			1,101			$	106.25				8.46				1,101			$	106.25
Total – June 30, 2025			34,341												34,341

 

*	Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively.
**	The Company’s options summarized above have been retroactively restated for the effect of the 1-for-17 reverse stock split.

  

 

 

 

 

Restricted Stock Units

 

The following table presents the activity for restricted stock units outstanding:

Schedule of restricted stock units outstanding
		Restricted Stock Units				Weighted Average Grant Date Fair Value
Outstanding - December 31, 2024			309			$	960.84
Granted			–				–
Forfeited/canceled			(29	)			527.00
Vested/issued			(280	)			1,006.64
Outstanding – June 30, 2025			–			$	–

 

		Restricted Stock Units				Weighted Average Grant Date Fair Value
Outstanding - December 31, 2023			676			$	1,009.12
Granted			–				–
Forfeited/canceled			–				–
Vested/issued			–				–
Outstanding – June 30, 2024			676			$	1,009.12

 

The Company recognized share-based compensation expense related to stock options and restricted stock units of $21,158 and $132,488 for the three months ended June 30, 2025 and 2024, respectively and $98,064 and $305,777 for the six months ended June 30, 2025 and 2024. The remaining unvested share-based compensation expense of $83,918 is expected to be recognized over the next 30 months.

 

Note 7 – Equity Financings

  

Equity Line Common Stock Purchase Agreement

 

On November 25, 2024, the Company entered into a new equity line Common Stock Purchase Agreement and a related registration rights agreement with 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, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.

 

In April 2025, the Company issued 25,000 shares of Common stock under the Equity Line Common Stock Purchase Agreement for total proceeds of $0.1 million.

 

 

 

 

 

At-the-Market Sales Agreement

 

During the six months ended June 30, 2025, the Company issued 78,901 shares for aggregate proceeds of approximately $0.7 million pursuant to an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”).

 

Under the Sales Agreement, the Company may sell shares of its common stock having an aggregate offering price of up to $10,000,000 from time to time, through an “at the market offering” (the “ATM Offering”). The aggregate market value of shares that the Company can sell under the Sales Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction.

 

As of June 30, 2025, the Company has utilized all available capacity under our existing shelf registration statement for our ATM program.

  

$2.3 Million Convertible Series B Preferred Stock and Warrants Financing

 

On April 23, 2024, the Company entered into a securities purchase agreement with accredited investors for a convertible preferred stock and warrants financing. The Company received $2,314,000 of gross proceeds in connection with the closing of this financing.

 

At the closing, the Company issued 2,314 shares of Series B convertible preferred stock (“Series B Preferred Stock”) at a purchase price of $1,000 per share of Series B Preferred Stock. The Series B Preferred Stock is convertible into Common Stock at an initial conversion price (“Conversion Price”) of $31.47 per share of Common Stock. The Company also issued warrants (“Warrants”) exercisable for 73,538 shares of Common Stock with a five-year term and an initial exercise price of $31.47 per share. The current conversion and exercise price has been adjusted to $6.2934. The proceeds of this financing, together with other available cash resources, were used to repay outstanding debt and for general corporate purposes.

 

Holders of the Series B Preferred Stock will be entitled to dividends in the amount of 10% per annum, payable quarterly. The Company has the option to pay dividends on the Series B Preferred Stock in additional shares of Common Stock. The Company also has the option to cumulate or “capitalize” the dividends, in which case the accrued dividend amount shall be added to the stated value of each share of Series B Preferred Stock. As of June 30, 2025, the Company has elected to capitalize all dividends declared.

 

On February 19, 2025, 140 shares of Series B Preferred stock and capitalized dividends were converted to 33,308 shares of Common Stock.

 

In April 2025, 447 shares of Series B Preferred stock and capitalized dividends were converted to 85,225 shares of Common stock.

 

On June 26, 2025, 192 shares of Series B Preferred stock and capitalized dividends were converted to 34,523 shares of Common Stock.

 

$750,000 Series C Preferred Stock and Warrants Financing

 

On June 30, 2025, the Company entered into a Securities Purchase Agreement with accredited investors for a convertible preferred stock and warrants financing. The Company received $750,000 of gross proceeds in connection with the closing of this financing.

 

At the closing, the Company issued 750 shares of Series C convertible preferred stock (“Series C Preferred Stock”) at a purchase price of $1,000 per share of Series C Preferred Stock. The Series C Preferred Stock is convertible into Common Stock at an initial conversion price (“Series C Conversion Price”) of $4.77 per share of Common Stock. The Company also issued warrants exercisable for 314,466 shares of Common Stock with a five year term and an initial exercise price of $4.77 per share.

 

The proceeds of this financing, together with other available cash resources, will be used for general corporate purposes.

  

 

 

 

Warrants

 

The following table presents the activity for warrants outstanding:

Schedule of activity for warrants outstanding
		Warrants				Weighted Average Exercise Price
Outstanding - December 31, 2024			142,915			$	127.31
Granted			314,466				4.77
Forfeited/cancelled/restored			–				–
Exercised			–				–
Outstanding – June 30, 2025			457,381			$	43.06

 

Note 8 – Leases under ASC 842

 

The Company leases certain office space under operating leases for use in operations. The Company recognizes operating lease expense on a straight-line basis over the lease term. Management determines if an arrangement is a lease at contract inception. Lease and non-lease components are accounted for as a single component for all leases. Operating lease right to use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the expected lease term, which includes optional renewal periods if the Company determines it is reasonably certain that the option will be exercised. As the operating lease does not provide an implicit rate, the discount rate used in the present value calculation represents the incremental borrowing rate determined using information available at the commencement date. Rent expense, as part of general and administrative expenses in the statements of operations, was $8,960 and $8,960 for the three months ended June 30, 2025 and 2024, respectively and $17,920 and $25,385 for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, weighted-average remaining lease term and discount rate were as follows:

Schedule of weighted-average remaining lease term and discount rate
		June 30, 2025
Weighted-average remaining lease term			1.57 years
Weighted-average discount rate			8.6%

  

The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of June 30, 2025:

Schedule of annual undiscounted cash flows of leases
Years Ended December 31,
2025		$	18,419
2026			41,749
2027			14,735
Less imputed interest			(6,078	)
Total		$	68,825

 

 

 

 

 

Note 9 – Segment Reporting

 

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and assessing performance.

 

The Company views its operations and manages its business in one operating segment engaged in the technology of how customers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. The Company’s Chief Financial Officer (“CFO”), as the CODM, regularly reviews the entity-wide financial and operational performance as a single unit. No financial information is disaggregated into separate lines of businesses. The CEO makes resource allocation and business process decisions regarding the overall level of resources available and how to best deploy these resources.

 

The single segment’s principal measure of segment profit and loss is consolidated research and development expenses and administrative expenses. The CFO considers actual and forecasted expenses when evaluating performance.

 

Note 10 – Subsequent Events

 

Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 

On August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”).

 

Through the date of issuance of this report, the Company issued an additional 360,000 shares of Common stock subsequent to June 30, 2025 under the Company’s existing Equity Line Common Stock Purchase Agreement for total proceeds of $1.9 million.

 

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. The issuance of the exchange common shares is intended to be exempt from registration pursuant to the exemptions under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

 

The foregoing description of the Exchange Agreements is a summary only, does not purport to be complete and is qualified in its entirety by the full text of the form of Exchange Agreement, a copy of which is attached as Exhibit 10.35 and incorporated herein by reference.

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report and our audited financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 5, 2025. This discussion and analysis and other parts of this Quarterly Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under Part II, Item 1A, “Risk Factors” and elsewhere in this Quarterly Report. You should carefully read the “Risk Factors” section of this Quarterly Report and of our Annual Report on Form 10-K for the year ended December 31, 2024, to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section entitled “Special Note Regarding Forward-Looking Statements.”

 

Overview

 

Auddia (the “Company”) is an AI technology company headquartered in Boulder, CO that is reinventing how consumers engage with audio through the development of its faidr app, an industry-first audio platform, which utilizes proprietary AI technology to personalize and customize both radio and podcast listening experiences.

 

faidr allows users to listen to AM/FM radio stations without unwanted commercial breaks. The app replaces these ad breaks in real time with streaming music similar in format and genre to the radio station being played. The faidr app represents the first-time consumers can combine the local content uniquely provided by AM/FM radio with commercial-free and personalized listening many consumers demand from digital-media consumption. In addition to commercial-free AM/FM, faidr includes podcasts – also with ads removed or easily skipped by listeners – as well as exclusive content, which includes new artist discovery, curated music stations, and exclusive music podcasts that allow hosts to play full tracks within the episode.

  

The combination of AM/FM streaming and podcasting, with Auddia’s unique, AI technology-driven differentiators, addresses large (radio streamers) and rapidly growing (podcast listeners) audiences.

 

We have developed our AI platform on top of Google’s TensorFlow open-source library that is being “taught” to know the difference between all types of audio content on the radio. For instance, the platform recognizes the difference between a commercial and a song and DJ conversation. Not only does the technology learn the differences between the various types of audio segments, but it also identifies the beginning and end of each piece of content.

 

The faidr app is intended to be downloaded by consumers who are willing to pay for a customizable, commercial-free listening experience. Our advanced features allow subscribers to skip any content heard on the station and request audio content on-demand. We believe the faidr App represents a significant differentiated audio streaming product, the first to give audio streamers a more personalized middle ground between passive content like broadcast radio and fully on-demand content like Spotify. No other audio streaming app available today, including category leaders like TuneIn, iHeart, and Audacy, can compete with faidr’s full product offerings.

 

We launched an MVP version of faidr through several consumer trials in 2021 to measure consumer interest and engagement with the App. The full app launched on February 15, 2022, and included all major U.S. radio stations in the US. In February 2023, we added faidrRadio, our exclusive content offerings, to the app. Podcasts were added to the app for the iOS version before the end of Q1 2023 and added to the Android app in May of 2023.

  

 

 

 

In the first half of 2025, we implemented new paywalls and are now testing various price points and marketing strategies aimed at optimizing subscription conversions. The Company continues to look for opportunities to improve the value faidr delivers to consumers through content enhancements, improvements in app functionality, and the development of new features. Through these ongoing improvements to the faidr app and the continuous optimization of the marketing message and strategy to reach the right audiences, the Company continues to pursue the product market fit required to support a significant increase in marketing spend to drive users and revenue.

  

The faidr mobile App is available today through the iOS and Android App stores.

 

We have funded our operations with proceeds from the February 2021 IPO, Series A warrants exercised in July 2021 and common share issuance during June of 2023. We also obtained debt financing through a related party during November 2022 and April 2023, which was subsequently repaid in April 2024. In addition, we sold common shares during 2025 and 2024 pursuant to our equity line facility. Since our inception, we have incurred significant operating losses. As of June 30, 2025, we had an accumulated deficit of $92,851,762. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and commercialization of one or more of our Apps. We expect that our expenses and capital requirements will increase substantially in connection with our ongoing activities, particularly if and as we:

 

	·	nationally launch our faidr App and as we continue training our proprietary AI technology and make product enhancements;
	·	continue to develop and expand our technology and functionality to advance the faidr app;
	·	rollout our product on a national basis, which will include increasing our sales and marketing costs related to the promotion of our products. faidr promotion will include a combination of a) purchasing ads directly from broadcasters or b) participating broadcasters to promote without purchasing ads, but sharing a portion of subscription proceeds based on listening activity on those stations;
	·	continue to pursue and complete potential acquisitions of other companies;
	·	hire additional business development, product management, operational and marketing personnel;
	·	continue market studies of our products; and
	·	add operational and general administrative personnel which will support our product development programs, commercialization efforts and our transition to operating as a public company.

 

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, which may include collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our product candidates.

 

Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

 

As of June 30, 2025, we had cash and cash equivalents of $1,067,756. Through the date of this report, we have secured approximately $3.4 million in additional financing in 2025. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. However, if we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.

 

 

 

 

Recent Developments

 

Proposed Business Combination

 

On August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). Holdings is a privately held holding company that controls LT350, Influence Healthcare, and Voyex, three early stage AI-native companies founded by Jeff Thramann, Auddia’s founder, CEO and Executive Chairman.

 

The LOI contemplates a business combination between Auddia and Holdings with Auddia becoming a public holding company trading under a new name and ticker symbol. The transaction would result in the portfolio companies of Holding and Auddia becoming subsidiaries of the public holding company. Under the proposed terms, Holdings’ equity holders are expected to receive an 80% ownership interest in the combined company, with Auddia equity holders owning a 20% interest.

 

The proposed business combination is subject to a number of known and unknown risk and uncertainties. There can be no assurances that the parties will enter into a definitive business combination on the terms contemplated hereby or at all. Further, there can be no assurances that such business combination will be approved by stockholders or will ultimately be consummated.

 

Mergers and Acquisitions Strategy

 

We are exploring various merger and acquisition options as part of a broader strategy which aims to scale the business more rapidly; accelerate user adoption and subscriber growth; enter new markets (international); and open new pathways toward raising capital. The overall strategy focuses on three areas: (1) acquiring retained users of a radio-streaming app, (2) bringing our proprietary ad-free products to that userbase to generate significant subscription revenue, and (3) bringing together other differentiated features into the larger audio Superapp platform.

  

Nasdaq Deficiency Notices

  

During 2022, 2023 and 2024, the Company received notices from Nasdaq indicating that the Company was not in compliance with (i) Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Stock Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing or (ii) Nasdaq Listing Rule 5550(a)(2) which requires companies listed on The Nasdaq Stock Market to maintain a minimum of a $1.00 bid price for continued listing.

 

On May 24, 2024, we received a letter from Nasdaq indicating that we had regained compliance with the equity requirement in Listing rule 5550(b) (1). We will be subject to a Mandatory Panel Monitor for a period of one year from the date of the letter in accordance with application of Listing Rule 5815(d)(4)(B).

 

On October 16, 2024, we received a written notice from Nasdaq indicating that we were not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing. The bid price notice does not result in the immediate delisting of our common stock from the Nasdaq Capital Market. The bid price notice indicated that we have 180 calendar days (or until April 14, 2025) in which to regain compliance. If at any time during this 180 calendar day period the bid price of our common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq staff will provide us with a written confirmation of compliance and the matter will be closed.

 

On April 14, 2025, Nasdaq notified us that we were in compliance with the $1.00 minimum bid price requirement.

 

Reverse Stock Splits

 

On February 27, 2024, the Company effectuated a 1-for-25 reverse stock split.

 

On March 28, 2025, the Company effectuated a 1-for-17 reverse stock split.

 

The reverse stock splits did not change the authorized number of shares of the Company’s common stock. No fractional shares were issued and any fractional shares resulting from the reverse stock splits were rounded up to the nearest whole share.

 

 

 

 

The reverse stock splits applied to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the reverse stock splits. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.

 

Impact of Inflation

 

We have recently experienced higher costs across our business as a result of inflation, including higher costs related to employee compensation and outside services. We expect inflation to continue to have a negative impact throughout 2025, and it is uncertain whether we will be able to offset the impact of inflationary pressures in the near term.

 

Components of our results of operations

 

Operating expenses

 

Direct costs of services

 

Direct cost of services consists primarily of costs incurred related to our technology and development of our Apps, including hosting and other technology related expenses. We expect our direct costs of services to increase in the future as we continue to develop and enhance our technology related to the faidr and podcasting Apps.

 

Sales and marketing

 

Our sales and marketing expenses consist primarily of salaries, direct to consumer promotional spend and consulting services, all of which are related to the sales and promotion performed during the period. We expect our sales and marketing expenses to fluctuate period by period as we release new upgrades and enhancements within our Apps and look to generate revenue through customer acquisition, retention, and subscription conversion.

 

Research and development

 

Since our inception, we have focused significant resources on our research and development activities related to the software development of our technology. We account for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. We cease capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by our management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are impaired and expensed during the period of such determination. We expect to continue to incur research and development expenses and capitalization in the future as we continue to develop and enhance our faidr and podcasting Apps.

 

General and administrative

 

Our general and administrative expenses consist primarily of salaries and related costs, including payroll taxes, benefits, stock-based compensation, and professional fees related to auditing, tax, general legal services, and consulting services. We expect our general and administrative expenses to continue to increase in the future as we right-size our operating activities and prepare for commercialization of our products and support our operations as a public company, including increased expenses related to legal, accounting, insurance, regulatory and tax-related services associated with maintaining compliance with exchange listing and Securities and Exchange Commission requirements, directors and officers liability insurance premiums and investor relations activities. 

 

Other income and expense

 

The other income and expense category primarily consists of interest expense attributed to the debt and conversion features of the Notes payable to related party.

 

 

 

 

Results of operations

 

Comparison of the Three Months Ended June 30, 2025 and 2024

 

The following table summarizes our results of operations:

 

		Three Months Ended
		June 30, 2025				June 30, 2024				Change $				Change %
Revenue		$	–			$	–				–				0.0%
Operating expenses:
Direct cost of services			58,566				50,227				8,339				16.6%
Sales and marketing			185,157				216,868				(31,711	)			-14.6%
Research and development			236,415				159,588				76,827				48.1%
General and administrative			729,442				734,325				(4,883	)			-0.7%
Depreciation and amortization			357,628				493,382				(135,754	)			-27.5%
Total operating expenses			1,567,208				1,654,390				(87,182	)			-5.3%
Loss from operations			(1,567,208	)			(1,654,390	)			87,182				-5.3%
Other expense:
Interest expense			(1,445	)			(16,647	)			15,202				-91.3%
Change in fair value of warrants			–				(632,388	)			632,388				-100.0%
Total other expense			(1,445	)			(649,035	)			647,590				-99.8%
Loss before income taxes			(1,568,653	)			(2,303,425	)			734,772				-31.9%
Provision for income taxes			–				–				–				0.0%
Net loss		$	(1,568,653	)		$	(2,303,425	)			734,772				-31.9%

 

Revenue

 

Total revenues for the three months ended June 30, 2025 and 2024 were $0 as we continue to develop and enhance our faidr and podcasting Apps to establish new revenue streams.

 

Direct cost of services

 

Direct Cost of Services increased by $8,339 or 16.6% to $58,566 for the three months ended June 30, 2025 compared to $50,227 for the three months ended June 30, 2024 due to increased music licensing costs.

 

Sales and marketing

 

Sales and marketing expenses decreased by $31,711 or (14.6%) to $185,157 for the three months ended June 30, 2025 compared to $216,868 for the three months ended June 30, 2024. The decrease in sales and marketing expenses was primarily attributed to a slight decrease in marketing promotion costs. We expect our sales and marketing expenses to fluctuate period by period as we release new upgrades and enhancements within our apps and look to generate revenue through customer acquisition, retention, and subscription conversion.

 

 

 

 

Research and development

 

Research and development expenses increased by $76,827 or 48.1% to $236,415 for the three months ended June 30, 2025 from $159,588 for the three months ended June 30, 2024 primarily due to an increase in research and development consulting fees incurred. We are continually developing enhancements to both our faidr and podcasting Apps and will continue capitalize software costs to the extent that such development qualifies for capitalization.

 

General and administrative

 

General and administrative expenses decreased by $4,883 or (0.7%) to $729,442 for the three months ended June 30, 2025 compared to $734,325 for the three months ended June 30, 2024. Our expenses remained relatively flat due to ongoing professional fees that we incur from being a public company.

Depreciation and amortization

 

Depreciation and amortization expenses decreased by $135,754 or (27.5%) to $357,628 for the three months ended June 30, 2025 compared to $493,382 for the three months ended June 30, 2024. Capitalized software costs have decreased, in which the ongoing amortization of our faidr and podcasting Apps has also decreased.

 

Other expense, net

 

Total other expenses decreased by $647,590 or (99.8%) to $1,445 for the three months ended June 30, 2025 compared to $649,035 for the three months ended June 30, 2024, which was entirely due to the repayment of notes payable to related party in April 2024.

 

Comparison of the Six Months Ended June 30, 2025 and 2024

 

The following table summarizes our results of operations:

 

		Six Months Ended
		June 30, 2025				June 30, 2024				Change $				Change %
Revenue		$	–			$	–				–				0.0%
Operating expenses:
Direct cost of services			114,136				98,400				15,736				16.0%
Sales and marketing			420,598				363,263				57,335				15.8%
Research and development			633,118				325,095				308,023				94.7%
General and administrative			1,360,333				1,945,124				(584,791	)			-30.1%
Depreciation and amortization			790,035				977,128				(187,093	)			-19.1%
Total operating expenses			3,318,220				3,709,010				(390,790	)			-10.5%
Loss from operations			(3,318,220	)			(3,709,010	)			390,790				-10.5%
Other expense:
Interest expense			(2,998	)			(169,355	)			166,357				-98.2%
Change in fair value of warrants			–				(632,388	)			632,388				-100.0%
Total other expense			(2,998	)			(801,743	)			798,745				-99.6%
Loss before income taxes			(3,321,218	)			(4,510,753	)			1,189,535				-26.4%
Provision for income taxes			–				–				–				0.0%
Net loss		$	(3,321,218	)		$	(4,510,753	)			1,189,535				-26.4%

 

 

 

 

Revenue

 

Total revenues for the six months ended June 30, 2025 and 2024 were $0 as we continue to develop and enhance our faidr and podcasting Apps to establish new revenue streams.

 

Direct cost of services

 

Direct Cost of Services increased by $15,736 or 16.0% to $114,136 for the six months ended June 30, 2025 compared to $98,400 for the six months ended June 30, 2024 due to increased music licensing costs.

 

Sales and marketing

 

Sales and marketing expenses increased by $57,335 or 15.8% to $420,598 for the six months ended June 30, 2025 compared to $363,263 for the six months ended June 30, 2024. The increase in sales and marketing expenses was primarily attributed to increased marketing promotion costs. We expect our sales and marketing expenses to fluctuate period by period as we release new upgrades and enhancements within our apps and look to generate revenue through customer acquisition, retention, and subscription conversion.

 

Research and development

 

Research and development expenses increased by $308,023 or 94.7% to $633,118 for the six months ended June 30, 2025 from $325,095 for the six months ended June 30, 2024 primarily due to an increase in research and development consulting fees incurred. We are continually developing enhancements to both our faidr and podcasting Apps and will continue capitalize software costs to the extent that such development qualifies for capitalization.

 

General and administrative

 

General and administrative expenses decreased by $584,791 or (30.1%) to $1,360,333 for the six months ended June 30, 2025 compared to $1,945,124 for the six months ended June 30, 2024. The decrease resulted primarily from a decrease in stock compensation expense and professional fees, such as, accounting and legal expenses due to potential acquisition efforts that occurred during the six months ended June 30, 2024 and were not present in 2025.

 

Depreciation and amortization

 

Depreciation and amortization expenses decreased by $187,093 or (19.1%) to $790,035 for the six months ended June 30, 2025 compared to $977,128 for the six months ended June 30, 2024. Capitalized software costs have decreased, in which the ongoing amortization of our faidr and podcasting Apps has also decreased.

 

Other expense, net

 

Total other expenses decreased by $798,745 or (99.6%) to $2,998 for the six months ended June 30, 2025 compared to $801,743 for the six months ended June 30, 2024, which was entirely due to the repayment of notes payable to related party in April 2024.

 

 

 

 

Liquidity and capital resources

 

Sources of liquidity

 

We have incurred operating losses since our inception and have an accumulated deficit as a result of ongoing efforts to develop and commercialize our faidr and podcasting Apps. As of June 30, 2025, we had cash and cash equivalents of $1,067,756. We have working capital in the amount of approximately $0.6 million as of June 30, 2025. We anticipate that operating losses and net cash used in operating activities will increase over the next 12 months as we continue to develop and market our products. We secured $1.5 million of financing during the six months ended June 30, 2025, and an additional $1.9 million subsequent to June 30, 2025, which will only be sufficient to fund our current operating plans into the fourth quarter of 2025.  We have based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.

 

Equity Line Common Stock Purchase Agreement

 

On November 25, 2024, we entered into a new equity line Common Stock Purchase Agreement and a related registration rights agreement with White Lion. Pursuant to the Common Stock Purchase Agreement, we have 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 our common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.

 

In April 2025, we issued 25,000 shares of Common stock under the Equity Line Common Stock Purchase Agreement for total proceeds of $0.1 million.

 

In July and August 2025, we issued 360,000 shares of Common stock under the Equity Line Common Stock Purchase Agreement for total proceeds of $1.9 million.

 

At-the-Market Sales Agreement

 

During the six months ended June 30, 2025, we issued 78,901 shares for aggregate proceeds of approximately $0.7 million pursuant to an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”).

 

Under the Sales Agreement, we may sell shares of our common stock having an aggregate offering price of up to $10,000,000 from time to time, through an “at the market offering” (the “ATM Offering”).

 

Series C Preferred Stock and Warrants Financing

 

On June 30, 2025, we entered into a Securities Purchase Agreement with accredited investors for a convertible preferred stock and warrants financing. We received $750,000 of gross proceeds in connection with the closing of this financing.

 

At the closing, we issued 750 shares of Series C convertible preferred stock (“Series C Preferred Stock”) at a purchase price of $1,000 per share of Series C Preferred Stock. The Series C Preferred Stock is convertible into Common Stock at an initial conversion price (“Series C Conversion Price”) of $4.77 per share of Common Stock. We also issued warrants exercisable for 314,466 shares of Common Stock with a five year term and an initial exercise price of $4.77 per share.

 

The proceeds of this financing, together with other available cash resources, will be used for general corporate purposes.

  

 

 

 

Cash Flow Analysis

 

Our cash flows from operating activities have historically been significantly impacted by our investment in sales and marketing to drive growth, and research and development expenses. Our ability to meet future liquidity needs will be driven by our operating performance and the extent of continued investment in our operations. Failure to generate sufficient revenues and related cash flows could have a material adverse effect on our ability to meet our liquidity needs and achieve our business objectives.

 

The following table summarizes the statements of cash flows for the six months ended June 30, 2025 and 2024:

 

		Six Months Ended June 30,
		2025				2024
Net cash provided by (used in):
Operating activities		$	(2,508,649	)		$	(2,633,821	)
Investing activities			(490,650	)			(537,120	)
Financing activities			1,360,736				4,248,590
Change in cash		$	(1,638,563	)		$	1,077,649

 

Operating activities

 

Cash used in operating activities for the six months ended June 30, 2025 was ($2,508,649), primarily resulting from our net loss of ($3,321,218) and change in working capital of $(90,723) primarily related to a decrease in accounts payable and accrued liabilities, offset by non-cash charges of $902,723 related to depreciation and amortization and share based compensation expense. Cash used in operating activities for both periods consisted of personnel-related expenditures, marketing and promotion costs, and public company administrative support costs such as legal and other professional support services.

 

Cash used in operating activities for the six months ended June 30, 2024 was ($2,633,821), primarily resulting from our net loss of ($4,510,753) and change in working capital of $45,275, offset by non-cash charges of $1,922,207 related to depreciation and amortization, share based compensation expense, and the change in fair value of warrants. Cash used in operating activities for both periods consisted of personnel-related expenditures, marketing and promotion costs, and public company administrative support costs such as legal and other professional support services.

 

Investing activities

 

Cash flows used in investing activities for the six months ended June 30, 2025 was $(490,650), consisting of capitalization of software development expenses and patent expenses.

 

Cash flows used in investing activities for the six months ended June 30, 2024 were ($537,120), consisting of the capitalization of software development expenses and purchase of computer equipment.

 

Financing activities

 

Cash flows generated in financing activities for the six months ended June 30, 2025 was $1,360,736 and primarily related to cash proceeds from the issuance of common shares of $755,295 and cash proceeds (net of issuance costs) from the issuance of Series C preferred stock of $700,000, partially offset by offering costs of $95,125.

 

Cash flows generated in financing activities for the six months ended June 30, 2024 were $4,248,590, which consisted of cash proceeds from the issuance of common shares of $4,852,508 and cash proceeds from the issuance of preferred shares of $2,238,575. This was partially offset by the repayment of the note payable to related party of $2,750,000, payment of offering costs of $72,807 and net settlement of share-based compensation liability of $19,686.

 

 

 

 

Funding Requirements

 

We historically have incurred significant losses and negative cash flows from operations since our inception and had an accumulated deficit of $92,851,762 and $89,428,436 as of June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025 and December 31, 2024, we had cash and cash equivalents of $1,067,756 and $2,706,319, respectively. Our cash is comprised primarily of demand deposit accounts and money market funds. We secured $1.5 million of financing during the six months ended June 30, 2025, and an additional $1.9 million subsequent to June 30, 2025, which will only be sufficient to fund our current operating plans into the fourth quarter of 2025.  We have based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.

 

We expect our expenses to increase in connection with our ongoing activities, particularly as we continue the development, and marketing and promotion of faidr. In addition, we expect to continue to incur additional costs associated with operating as a public company, including legal, accounting, investor relations and other expenses. Our future funding requirements will depend on many factors, including, but not limited to:

 

	·	the scope, progress, results, and costs related to the market acceptance of our products;
	·	the ability to attract podcasters and content creators to faidr and retain listeners on the platform;
	·	the costs, timing, and ability to continue to develop our technology;
	·	effectively addressing any competing technological and market developments; and
	·	avoiding and defending against intellectual property infringement, misappropriation and other claims.

  

Off-balance sheet arrangements

 

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

 

Critical Accounting Estimates

 

Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we continually evaluate our estimates and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results may materially differ from these estimates made by management under different assumptions and conditions.

 

Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position, are described below. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

 

Software Development Costs

 

The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are impaired and expensed during the period of such determination.

 

 

 

 

Equity-based compensation

 

Certain of our employees and consultants have received grants of common shares in our company. These awards are accounted for in accordance with guidance prescribed for accounting for equity-based compensation. Based on this guidance and the terms of the awards, the awards are equity classified. The common shares receive distributions if any in an order of priority in accordance with our limited liability company agreement.

 

The fair value of each award is determined using the Black-Scholes option-pricing model which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, and the risk-free interest rate over the expected life of the option. The expected volatility was determined considering comparable companies historical stock prices as a peer group for the fiscal year the grant occurred and prior fiscal years for a period equal to the expected life of the option. The risk-free interest rate was the rate available with a term equal to the expected life of the option. The expected life of the option was estimated based on a mid-point method calculation.

 

Emerging growth company and smaller reporting company status

 

The Jumpstart Our Business Startups Act of 2012 permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to not “opt out” of this provision and, as a result, we will adopt new or revised accounting standards at the time private companies adopt the new or revised accounting standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company.

 

We are also a “smaller reporting company” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

Item 4.

Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in internal control over financial reporting during the six months ended June 30, 2025.

 

 

 

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

From time to time, we are involved in various disputes, claims, suits, investigations, and legal proceedings arising in the ordinary course of business. We believe that the resolution of current pending legal matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows. Nonetheless, we cannot predict the outcome of these proceedings, as legal matters are subject to inherent uncertainties, and there exists the possibility that the ultimate resolution of these matters could have a material adverse effect on our business, financial condition, results of operations or cash flows. For additional information, see “Note 4. Commitments and Contingencies” to our financial statements included in this Form 10-Q.

 

Item 1A.

Risk Factors

 

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our risk factors from those included in our Annual Report on Form 10-K for the year ended December 31, 2024.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

There were no unregistered sales of equity securities of the Company during the period covered by this quarterly report which were not previously reported in a (i) Current Report on Form 8-K or (ii) Quarterly Report on Form 10-Q.

 

See Item 5 below for information regarding unregistered sales of equity securities during July and August 2025.

 

Issuer Purchases of Equity Securities

 

We did not repurchase any of our equity securities during the quarter ended June 30, 2025.

 

Item 3.

Defaults Upon Senior Securities

 

None.

 

Item 4.

Mine Safety Disclosures

 

None.

 

Item 5.

Other Information

 

During the quarter ended June 30, 2025, no director or officer of the Company adopted or terminated or otherwise had in effect a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

In July and August 2025, we issued 360,000 shares of Common stock under our existing Equity Line Common Stock Purchase Agreement for total proceeds of $1.9 million.

 

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. The issuance of the exchange common shares is intended to be exempt from registration pursuant to the exemptions under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).

 

The foregoing description of the Exchange Agreements is a summary only, does not purport to be complete and is qualified in its entirety by the full text of the form of Exchange Agreement, a copy of which is attached as Exhibit 10.35 and incorporated herein by reference.

 

 

 

 

Item 6.

Exhibits

 

The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Quarterly Report are listed in the Exhibit Index below. The exhibits listed in the Exhibit Index are incorporated by reference herein.

 

Exhibit Number		Description of Document		Incorporated by reference from Form		Filing Date		Exhibit Number		Filed Herewith
1.1		At-The-Market Issuance Sales Agreement, dated September 13, 2024, by and between Auddia Inc. and Ascendiant Capital Markets, LLC.		8-K		09-13-2024		1.1
2.2		Form of Plan of Conversion		8-K		02-22-2021		2.1
3.1		Certificate of Incorporation of the Company		8-K		02-22-2021		3.1
3.2		Certificate of Designation of Series A Preferred Stock filed November 13, 2023		8-K		11-16-2023		3.1
3.3		Certificate of Amendment to the Certificate of Incorporation of the Company dated February 23, 2024		8-K		02-27-2024		3.1
3.4		Certificate of Amendment to the Certificate of Incorporation of the Company dated March 27, 2025		8-K		04/01/2025		3.1
3.5		Series B Convertible Preferred Stock Certificate of Designations dated April 23, 2024		8-K		04-29-2024		3.1
3.6		Series C Convertible Preferred Stock Certificate of Designations dated June 30, 2025		8-K		06-30-2025		3.1
3.7		Bylaws of the Company		8-K		02-22-2021		3.2
3.8		Amendment to Bylaws dated September 6, 2024		8-K		09-12-2024		3.1
3.9		Form of Warrant after Conversion from an LLC to a Corporation		S-1/A		01-28-2020		3.5
3.10		Form of IPO Series A Warrant		S-1/A		02-05-2021		3.6
4.1		Form of Common Stock Certificate		S-1/A		10-08-2020		4.1
4.2		Form of IPO Representative’s Common Stock Purchase Warrant		8-K		02-22-2021		4.1
4.3		Description of Securities		10-K		03-31-2021		4.3
10.1	#	Form of Auddia Inc. 2020 Equity Incentive Plan		S-1/A		10-22-2020		10.3
10.2	**	Agreement with Major United States Broadcast Company		S-1/A		01-28-2020		10.8
10.3		Form of IPO Series A Warrant Agent Agreement		S-1/A		02-05-2021		10.10
10.4	#	First Amendment to 2020 Equity Incentive Plan		S-8		08-10-2021		99.2
10.5	#	Second Amendment to 2020 Equity Incentive Plan		10-K		03-05-2025		10.5
10.6	#	Form of Stock Option Grant Notice and Stock Option Agreement under 2020 Equity Incentive Plan		S-8		08-10-2021		99.3
10.7	#	Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan		S-8		08-10-2021		99.4
10.8	#	Form of Inducement Stock Option Grant Notice and Inducement Stock Option Agreement		S-8		08-10-2021		99.5
10.9	#	Clip Interactive, LLC 2013 Equity Incentive Plan		S-8		08-10-2021		99.6
10.10	#	Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan		S-8		08-10-2021		99.7
10.11	#	Executive Officer Employment Agreement for Michael Lawless dated October 13, 2021		8-K		10-15-2021		10.1
10.12	#	Executive Officer Employment Agreement for Peter Shoebridge dated October 13, 2021		8-K		10-15-2021		10.2

 

 

 

 

Exhibit Number		Description of Document		Incorporated by reference from Form		Filing Date		Exhibit Number		Filed Herewith
10.13		Secured Promissory Bridge Note dated November 14, 2022		8-K		11-14-2022		10.1
10.14		Common Stock Warrant dated November 14, 2022		8-K		11-14-2022		10.2
10.15		Security Agreement dated November 14, 2022		8-K		11-14-2022		10.3
10.16		Secured Promissory Bridge Note dated November 14, 2022		8-K		11-14-2022		10.1
10.17		Common Stock Warrant dated November 14, 2022		8-K		11-14-2022		10.2
10.18		Security Agreement dated November 14, 2022		8-K		11-14-2022		10.3
10.19		Secured Promissory Bridge Note dated April 17, 2023		8-K		04-21-2023		10.1
10.20		Common Stock Warrant for 600,000 shares dated April 17, 2023		8-K		04-21-2023		10.2
10.21		Common Stock Warrant for 650,000 shares dated April 17, 2023		8-K		04-21-2023		10.3
10.22		Form of 2023 Placement Agency Agreement		8-K		06-14-2023		1.1
10.22		Form of Securities Purchase Agreement dated June 13, 2023 between Auddia Inc. and the Investors named therein		8-K		06-14-2023		10.1
10.23	#	Employment Agreement, effective as of November 27, 2023, between Auddia Inc. and John E. Mahoney		8-K		12-18-2023		10.1
10.24		Series A Preferred Securities Purchase Agreement dated November 11, 2023 between Auddia Inc. and Jeffrey Thramann		8-K		11-16-2023		10.1
10.25		Amendment and Waiver dated April 9, 2024 Relating to Senior Secured Bridge Notes		8-K		04-15-2024		10.1
10.26		Form of Securities Purchase Agreement dated April 23, 2024		10-Q		05-14-2024		10.41
10.27		Form of Common Stock Warrant dated April 23, 2024		8-K		04-29-2024		10.2
10.28		Form of Registration Rights Agreement dated April 23, 2024		8-K		04-29-2024		10.3
10.29		Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.		8-K		11-25-2024		10.1
10.30		Registration Rights Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.		8-K		11-25-2024		10.2
10.31		Form of Securities Purchase Agreement dated June 30, 2025		8-K		06-30-2025		10.1
10.32		Form of Common Stock Warrant dated June 30, 2025		8-K		06-30-2025		10.2
10.33		Form of Registration Rights Agreement dated June 30, 2025		8-K		06-30-2025		10.4
10.34		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.		8-K		07-30-2025		10.1
10.35		Form of Exchange Agreement dated August 5, 2025								X
19.1		Insider Trading Policy		10-K		03-05-2025		19.1
31.1		Section 302 Certification by the Corporation’s Chief Executive Officer								X
31.2		Section 302 Certification by the Corporation’s Chief Financial Officer								X
32.1		Section 906 Certification by the Corporation’s Chief Executive Officer								X
32.2		Section 906 Certification by the Corporation’s Chief Financial Officer								X
97.1		Auddia Clawback Policy		10-K		04-01-2024		97.1

 

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

___________________________

#	Indicates management contract or compensatory plan.
**	Certain information contained in this Exhibit has been redacted and appears as “XXXXX” as the disclosure of same would be a disadvantage to the Registrant in the marketplace.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	AUDDIA INC.
	By:	/s/ Jeffrey Thramann
		Jeffrey Thramann President, Chief Executive Officer, Director

 

	By:	/s/ John Mahoney
		John Mahoney Chief Financial Officer

 

 

Date: August 8, 2025