UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On July 17, 2025, Collective Audience, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders
of the Company (the “Special Meeting”) in a virtual format.
At the close of business on June 11, 2025, the record date for the Special Meeting, there were 200,000,000 shares of Company common stock issued and outstanding, which constituted all of the issued and outstanding capital stock of the Company as of the record date.
At the Special Meeting, 183,970,146 of the Company’s 200,000,000 shares of common stock entitled to vote as of the record date, or approximately 91.98%, were represented by proxy or in person (virtually), and, therefore, a quorum was present.
The proposals voted on at the Special Meeting are more fully described in the Company's Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") filed by the Company with the Securities and Exchange Commission on July 7, 2025, which information is incorporated herein by reference.
The final voting results on the proposals presented for stockholder approval at the Special Meeting were as follows:
Proposal No. 1: The Company’s stockholders approved the sale by Collective Audience to NYIAX Marketing and Advertising Solutions, Inc. (“Purchaser”) and wholly-owned subsidiary of NYIAX, Inc. (“NYIAX”) of all of the issued and outstanding capital stock of The Odyssey S.A.S. (dba “BeOp”, a French société par actions simplifiée, “BEOP”) and all of Collective Audience’s 51% equity interest in DSL Digital LLC, a Utah limited liability company (“DSL”, and together with BEOP, the “Acquired Companies”) (the “Subsidiary Sale”), pursuant to the terms of that certain equity purchase agreement, dated June 6, 2025 (the “equity purchase agreement”), in exchange for the issuance by NYIAX of shares of its common stock (the “Consideration Shares”) to Collective Audience, subject to the terms and conditions of the equity purchase agreement (the “Subsidiary Sale Proposal”), as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
181,928,664 | 2,040,944 | 538 | – |
Proposal No. 2: The Company’s stockholders approved the adjournment of the Special Meeting to solicit additional proxies in favor of the proposal listed above at the time of the Special Meeting, as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
181,923,380 | 2,046,469 | 297 | – |
Although Proposal No. 2 was approved by the Company’s stockholders, the chair of the Special Meeting did not elect to adjourn the meeting, as Proposal No. 1 was also approved.
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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.
COLLECTIVE AUDIENCE, INC. | ||
Dated: July 23, 2025 | ||
By: | /s/ Peter Bordes | |
Name: | Peter Bordes | |
Title: | Chief Executive Officer |
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