UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. | Entry into a Material Definitive Agreement. |
The information set forth in Item 8.01 below of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information set forth in Item 8.01 below of this Current Report on Form 8-K is incorporated herein by reference.
The securities described below were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and were offered and sold in reliance on the exemptions from registration under the Securities Act afforded by Section 3(a)(9) and Section 4(a)(2) thereunder.
| Item 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On August 25, 2025, Auddia Inc. (the “Company”) announced that Peter Shoebridge intends to resign from his position as Chief Technology Officer of the Company effective August 29, 2025.
Mr. Shoebridge's resignation did not result from any disagreement or difference of opinion with the Company with respect to its operations, policies, practices, internal controls, financial statements, audit scope limitations, audit reports, or management representations, nor was it otherwise connected in any way with the Company’s financial controls or audit procedures.
Pursuant to Section 5.2 of Mr. Shoebridge’s existing Employment Agreement dated October 13, 2021, Mr. Shoebridge will be entitled, subject to his non-revocation of a general release of claims in favor of the Company, to the following separation benefits: (i) the Company will continue to pay to Mr. Shoebridge his current base salary for the next nine months; and (ii) the Company will pay Mr. Shoebridge’s COBRA health insurance continuation premiums for up to the next nine months.
| Item 8.01. | Other Events. |
Update on Recent Financing Transactions.
As previously disclosed in our Form 10-Q Quarterly Report for the period ended June 30, 2025 filed on August 8, 2025, in July and early August 2025, the Company issued 360,000 shares of common stock under our existing Equity Line Common Stock Purchase Agreement with White Lion Capital for cash proceeds of $1.9 million.
Later in August 2025, the Company issued an additional 610,000 shares of common stock under our existing Equity Line Common Stock Purchase Agreement for additional cash proceeds of $1.77 million.
As previously disclosed in our Form 10-Q Quarterly Report filed on August 8, 2025, 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.
Later in August 2025, the Company entered into additional Exchange Agreements with certain accredited investors to exchange 966 additional outstanding shares of the Company’s Series B preferred stock (including accrued dividends thereon) for 387,850 additional shares of common stock at an exchange price of $2.65 per common share. No shares of Series B preferred stock remain outstanding.
As a result of these transactions, the Company now has approximately 2,145,533 total common shares outstanding as of August 25, 2025.
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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. | ||
| August 29, 2025 | By: | /s/ John Mahoney |
| Name: John Mahoney | ||
| Title: Chief Financial Officer | ||
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