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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 16, 2025
AUDDIA INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40071 | 45-4257218 | ||
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1680 38th Street, Suite 130 | ||
| Boulder, Colorado | 80301 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 219-9771
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Common Stock | AUUD | Nasdaq Stock Market |
| Common Stock Warrants | AUUDW | Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 7.01 | Regulation FD Disclosure. |
On October 16, 2025, Auddia Inc. (the “Company”) announced that it has released an updated corporate overview presentation.
A copy of the Company’s press release announcing the release of the Company’s updated corporate overview presentation is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
A copy of the updated corporate overview slide presentation is furnished as Exhibit 99.2 to this Form 8-K and incorporated herein by reference
The information contained in this Item 7.01 of this current report on Form 8-K and in the accompanying exhibits 99.1 and 99.2 incorporated by reference herein shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. This information, including the exhibits 99.1 and 99.2 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| 99.1 | ||
| 99.2 | Auddia Inc. Corporate Overview Presentation dated October 2025 |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AUDDIA INC. | ||
October 16, 2025 |
By: | /s/ John Mahoney |
| Name: John Mahoney | ||
| Title: Chief Financial Officer | ||
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Exhibit 99.1
Auddia Announces New Corporate Overview on Company Website
Webcast Scheduled at LD Micro Conference on Tuesday October 21, 2025 at 2:00 PM PT
Overview reflects previously announced proposals to restructure Auddia as a holding company delivering AI and web3 capabilities to portfolio companies as well as details of the B2B business model pivot for faidr
McCarthy Finney (NASDAQ: MCFN) identified as the name of the surviving public company assuming closing of the proposed business combination
Company name honors John McCarthy, the father of AI, and Hal Finney, the father of digital currency
BOULDER, CO / October 16, 2025 / Auddia Inc. (NASDAQ:AUUD) (NASDAQ:AUUDW) (“Auddia” or the “Company”), a technology company that has built a proprietary AI platform for audio identification and classification to reinvent how consumers engage with audio, today announced it has updated its corporate overview on the Company website.
The Company recently announced the signing of a non-binding LOI for a proposed business combination and restructuring which remains in progress as the parties continue to work towards executing definitive documents. The proposed business combination is aimed at restructuring Auddia as a holding company that will deliver AI and web3 (blockchain & crypto) capabilities to its portfolio companies.
In support of this mission, Auddia secured the URL for www.mccarthyfinney.com and reserved the NASDAQ ticker MCFN. To reflect the holding company’s AI focus, the name references John McCarthy who is a computer scientist widely considered to be the father of artificial intelligence and credited with the first use of the phrase. To reflect the holding company’s web3 focus, the name references Hal Finney who was instrumental in creating the concept of digital currency and was famously the counterparty to the first Bitcoin transaction initiated by Satoshi Nakomoto.
Auddia followed the LOI announcement with an announcement that the Company was shifting from a subscription based direct to consumer business model to a B2B business model focused on AI driven music discovery.
With the new corporate overview deck the Company is incorporating the business combination and restructuring activities while focusing the presentation of the Auddia business on the new B2B business model. The new deck can be viewed on the Company website at this link; Events & Presentations | Auddia | Investor Relations.
The Company will be presenting at the 19th Annual Main Event on Tuesday, October 21, 2025 at 2:00 PM PT at the Hotel del Coronado in San Diego, CA. Jeff Thramann, CEO and Chairman will be giving the presentation.
To schedule a meeting with management please email: ksmith@pcgadvisory.com.
Event: LD Micro Main Event XIX
Date: Tuesday, October 21, 2025
Time: 2:00 PM PT
Register to watch the virtual presentation https://ldmicrocasts.com/#register
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About Auddia Inc.
Auddia, through its proprietary AI platform for audio identification and classification, is reinventing how consumers engage with AM/FM radio, podcasts, and other audio content. Auddia’s flagship audio superapp, called faidr, brings multiple industry firsts to the audio streaming landscape that include:
| • | ad free listening on any AM/FM music station | |
| • | content skipping across any AM/FM music station | |
| • | one touch skipping of entire podcast ad breaks | |
| • | ad free listening to podcast partners |
faidr also delivers exclusive content and playlists, and showcases exciting new artists, hand-picked by curators and DJs.
For more information, visit: www.auddia.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about the Company's current expectations about future results, performance, prospects and opportunities. Statements that are not historical facts, such as "anticipates," "believes" and "expects" or similar expressions, are forward-looking statements. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the Company's current plans and expectations, as well as future results of operations and financial condition. These and other risks and uncertainties are discussed more fully in our filings with the Securities and Exchange Commission. Readers are encouraged to review the section titled "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as well as other disclosures contained in the Annual Report and subsequent filings made with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
www.pcgadvisory.com
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Exhibit 99.2
NASDAQ: AUUD
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AUUD Overview Deck NASDAQ AUUD Disclaimer The information in this material is provided for general information purposes only and does not take into account the investment objectives, financial situation and particular needs of any individual or entity. This presentation contains forward - looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 about our current expectations about future results, performance, prospects and opportunities of Auddia Inc. (“Auddia” or the “Company”). Statements that are not historical facts, such as "anticipates," "believes" and "expects" or similar expressions, are forward - looking statements. These forward - looking statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the Company's current plans and expectations, as well as future results of operations and financial condition. These and other risks and uncertainties are discussed more fully in our filings with the Securities and Exchange Commission. Readers are encouraged to review the section titled "Risk Factors" in the Company's Annual Report on Form 10 - K for the year ended December 31, 2024, as well as other disclosures contained in the Annual Report and subsequent filings made with the Securities and Exchange Commission. Forward - looking statements contained in this announcement are made as of this date and the Company undertakes no obligation to publicly update or revise any forward - looking statements, whether as a result of new information, future events or otherwise. Unless otherwise indicated, information contained in this presentation concerning Auddia’s industry and markets in which it operates, including its general expectations and market opportunity and market size, is based upon information from various sources, including independent industry publications in presenting information. Auddia makes no representations as to the accuracy, timeliness, suitability, completeness, or relevance of any information prepared by any unaffiliated third party and takes no responsibility therefore. The data presented herein were obtained from various third - party sources. While we believe the data to be reliable, no representation is made as to, and no responsibility, warranty or liability is accepted for the accuracy or completeness of such information. Auddia has also made assumptions based upon such data and other similar sources, and on Auddia’s knowledge of and its experience to date in the markets for its product candidates. This information involves a number of assumptions and limitations and you are cautioned not to give undue weight to such estimates. The industry in which Auddia operates is subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by Auddia. This presentation uses Auddia’s trademarks and trade names such as “faidr” and “Vodacast." This presentation also includes trademarks, trade names and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this presentation appear without ® and symbols, but those references, are not intended to indicate that Auddia will not assert to the fullest extent under applicable law, its rights, or that the applicable owner will not assert its rights to these trademarks and trade names. Auddia does not intend to use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of Auddia by any other companies.
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AUUD Overview Deck NASDAQ AUUD MCCARTHY FINNEY Restructuring Delivering AI & web3 efficiencies to portfolio companies HAL FINNEY JOHN MCCARTHY THE FATHER OF ARTIFICIAL INTELLIGENCE THE FATHER OF DIGITAL CURRENCY
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AUUD Overview Deck NASDAQ AUUD PROPOSED BUSINESS COMBINATION Transaction NASDAQ MCFN AI Support DISCOUNTED AI DATA CENTER ACCESS THROUGH LT350 AI ENGINEERING FOR MODELTRAINING & DEVELOPMENT AI UTILIZATION TO OPTIMIZE OPERATIONAL EFFICIENCIES DISTRIBUTED AI DATA CENTERS AI DRIVEN VALUE BASED CARE AGENTIC AI FLIGHT REBOOKING AI DRIVEN MUSIC DISCOVERY Web3 Support BLOCKCHAIN DEPLOYMENT TO OPTIMIZE OPERATIONS TOKEN UTILIZATION TO EMPOWER VALUE DRIVERS DAO STRUCTURES TO DIRECTLY CONNECT CUSTOMER AND PROVIDER
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AUUD Overview Deck NASDAQ AUUD 2021 The History of Auddia Inc. PIONEERS IN THE AUDIO AI SPACE Auddia Inc. IPO 2022 2023 2024 First AI Audio Classification algorithm built off Google TensorFlow Application of Algorithm on live AM/FM feeds to remove ad breaks Discovr new music discovery and user preferences launch AI + NLP Development to Classify and remove Ad breaks from podcasts in real time Binary model to Allow DJ Talk Control on AM/FM Transition from B2C to B2B business model
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AUUD Overview Deck NASDAQ AUUD Our Platforms FAIDR APP + DISCOVR RADIO PLATFORM • Proprietary AI audio tech • Scalable user base • Distribution channel for artists • Commercial - free listening for users • Mainstream exposure for artists • Valuable analytics • New - fan engagement & monetization What We’ve Built What We’re Building
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AUUD Overview Deck NASDAQ AUUD Radio’s reach and its continued popularity make it ripe for innovation Global Reach 60M Radio Streamers in US Passive Audience Looking for New Music THE RADIO OPPORTUNITY Our Vision For The Future
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AUUD Overview Deck NASDAQ AUUD Radio has • Tens of millions of listeners • Reach • Mainstream and loyal listeners Music listeners want • New music • Control over how they listen • Fewer interruptions Music industry needs • New ways to break new artists • Actionable analytics • More interactions with fans • More monetization opportunities Auddia brings this all together with: faidr and Discovr Radio THE OPPORTUNITY Our Vision For The Future
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AUUD Overview Deck NASDAQ AUUD Sources: Chartmetric 2024 report, RIAA 2024 Report & MidiaResearch New Artists being tracked by Chartmetric 2024 $10.3 B US Recorded Music Year - End Revenues $15.9B $11B $17.1B $11.3B $17.7B Wholesale Retail 2022 2023 2024 1.7M Artists Added ~420K per quarter MORE AND MORE NEW ARTISTS. FLAT ARTIST REVENUE. Problems Q1 Q2 Q3 Q4 9.7 M 10.1 M 10.5 M 10.9 M Non - major labels spent $1.5B in 2023 on marketing their artists.
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AUUD Overview Deck NASDAQ AUUD Sources: Chartmetric 2024 report, RIAA 2024 Report & MidiaResearch THE MUSIC INDUSTRY NEEDS A REBOOT Problems There is no place to guarantee your music will be heard by a mainstream audience… _ Until now. _
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AUUD Overview Deck NASDAQ AUUD THE AUDDIA ECOSYSTEM Our Solution | The Artists & Labels Layer Streaming Properties Fans engage with favorite stations and new music. Distribution Hub Artists and Labels promote music and get exposure.
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AUUD Overview Deck NASDAQ AUUD AGGREGATION • All AM/FM Stations • Internet Radio RECOMMENDATION • New Music Discovery • AI Placement Engine INTERACTION • Follow New Artists • Engage With Artist Content • Buy Artist Music, Merch, and Tickets PERSONALIZATION • Control Over DJ Talk and Ad Breaks • Advanced Listening Preferences Radio Listeners Our Solution | The Consumer Layer FAIDR AUDIO APPLICATION The faidr audio application is where _ CONSUMERS _ listen and interact with Artists & Labels
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AUUD Overview Deck NASDAQ AUUD A DIFFERENTIATED APPROACH TO RADIO POWERED BY AI Radio Stream Ad Break Radio Stream Automatic Ad - Cover Music Insertion Dynamic Stream Personalization Automated Track Selection Based on: Station, User Behavioral Signals, and AI Recommendations User Engagement: User can like, dislike, and follow new artists. Auto - Skip via Downvote Detection When a radio stream plays a track the user previously rated with a thumbs down, our system automatically skips it and inserts a new track aligned with the user’s preferences and behavioral signals. Manual Skip When a user manually skips a track on the radio stream, our system inserts a new, personalized track based on their preferences and recommendation engine. — User Listening Experience Our Solution | The Consumer Layer
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AUUD Overview Deck NASDAQ AUUD ARTISTS & LABELS ANALYTICS • Number of Plays & Likes • Demographic Data PROMOTION • Guaranteed Plays on AM/FM • Campaigns (New songs, Albums & tours MONETIZATION • Sell Music, Tickets and Merch EXPOSURE • Build New Fans From Mainstream Audiences • Featured Leaderboards & Playlists DISCOVR RADIO PLATFORM The Discovr Radio platform is where _ ARTISTS & LABELS _ upload and promote their songs to listeners and monitor engagement through a dashboard Our Solution | The Artists & Labels Layer
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AUUD Overview Deck NASDAQ AUUD The Auddia Ecosystem Delivers innovative new music discovery for users while giving artists and labels access to real mainstream audiences over the airwaves. ARTISTS & LABELS PAY FOR GUARANTEED REACH AND MONETIZATION TOOLS Replacing Ad Breaks With New Artist Discovery and Personalization By replacing ad breaks with new music on faidr , we’ll give radio streamers a fully personalized experience, allowing them to like, dislike, follow and support artists. Scalable Revenue from Artist/Label Subscriptions Guaranteed Airplay with Actionable analytics The Discovr Radio platform will provide artists with guaranteed plays in our streaming properties and actionable/valuable analytics. Artists and labels will pay annual ($250) 6 - month ($100) subscriptions to upload tracks, grow their fanbase, and sell music, merchandise, and tickets. Our Business Model
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AUUD Overview Deck NASDAQ AUUD Radio listeners in the U.S. who ● love radio ● want additional new music discovery beyond what stations play ● want what’s played to be tailored to their preferences ● desire more control and fewer interruptions Artists that ● want to reach mainstream audiences ● don’t have a huge budget to promote and potentially break over the airways ● want an easy way for their listeners to buy merch, tickets, music, and follow them on socials. Labels that ● have a roster of artists that don’t justify enough budget to promote heavily ● want an affordable means to give artists “trial runs” in front of a mainstream audience before warranting bigger promotional budgets. Streaming Opportunity Artist / Label Opportunity 60M US 413M Worldwide 99.5M Worldwide Serviceable Addressable Market Ideal Customer Profile The Market Opportunity
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AUUD Overview Deck NASDAQ AUUD 1. Build Discovr Platform | Q4 2025 2. Integrate Discovr and continue growth of faidr userbase of radio streamers | Q4 2025 3. Acquire additional existing userbases (mobile apps, auto apps, and web players) | TBD 4. Integrate Discovr in with future streaming partners | TBD faidr 3.0 faidr 4.0 Other Apps Other Apps Auto Mobile Auto Mobile Web Discovr Auto Mobile Web Our Roadmap Discovr User Acquisition faidr User Acquisition
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Auddia Jeff Thramann CEO, Founder & Chairman jeff@thramann.com 303.995.3036 Theo Romeo Chief Product & Marketing Officer tromeo@auddia.com 718.594.0341 Investor Relations Kirin Smith PCG ksmith@pcgadvisory.com 646.823.8656 More Information THANK YOU
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