AUUD

New in FY2025

• Risk Factors Summary of Risk Factors The following is a summary of the principal risks and uncertainties that could materially adversely affect our business, financial condition, or results of operations.
• You should read this summary together with the more detailed description of risk factors below under the heading “ Risk Factors .” Risks related to the proposed merger with Thramann Holdings · The merger with Thramann Holdings and the resulting change in control from such merger must be approved by Auddia stockholders.
• Failure to obtain stockholder approval would prevent the closing of the Thramann Holdings merger. · Failure to complete the merger may result in Auddia paying a termination fee to Thramann Holdings, and could harm the common stock price and future business and operations of Auddia. · If the conditions to the merger are not satisfied or waived, the merger may not occur. · Auddia stockholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger. · Auddia’s stockholders will generally have a reduced ownership and voting interest in, and will exercise less influence over the management of, the holding company following the completion of the merger as compared to their current ownership and voting interests in Auddia.
• Risks related to our financial position and need for additional capital · Our auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain further financing. · We have incurred significant net losses since inception and anticipate that we will continue to incur net losses for the foreseeable future and may never achieve or maintain profitability. · We will need additional funding, which may not be available on acceptable terms, or at all.
• Failure to obtain this capital when needed may force us to delay, limit or terminate our product development efforts or other operations. · Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies and product candidates. · We have generated historical revenue from our mobile app platform for radio stations, but future revenue growth is dependent on new software services. · Our limited operating history of our current business plan may make it difficult for investors to evaluate the success of our business to date and to assess our future viability. · We have identified material weaknesses in our internal control over financial reporting in the past.
• Failure to achieve and maintain effective internal control over financial reporting could result in our failure to accurately or timely report our financial condition or results of operations, which could have a material adverse effect on our business and securities prices. · If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired, which would adversely affect our business.
• Risks related to the development of our products · Our subscription revenue margins and our freedom to operate our faidr radio platform rely on continuity of the established music licensing framework. · Our faidr platform will rely on the established “personal use exemption” which allows individuals to record content for time-shifting purposes. · If we are unable to obtain and maintain patent protection for our products and product candidates, or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize products and product candidates similar or identical to ours, and our ability to successfully commercialize our products and product candidates may be adversely affected. · Real or perceived errors, failures or bugs in our platform or products could materially and adversely affect our operating results and growth prospects.
• We may not be successful in identifying, making and integrating business or asset acquisitions, if any, in the future. · Our future success depends on our ability to retain key employees, consultants and advisors and to attract, retain and motivate qualified personnel. · If we are unable to manage expected growth in the scale and complexity of our operations, our performance may suffer. · Any cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks on which we rely could negatively affect our business. · Changing regulations and increased awareness relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and harm our brand. · Our business depends on a strong brand, and if we are not able to develop, maintain and enhance our brand, our business and operating results may be harmed.
• Moreover, our brand and reputation could be harmed if we were to experience significant negative publicity. · Enacted and future legislation may increase the difficulty and cost for us to commercialize our product candidates and may affect the prices we may set. · We may be subject to litigation, disputes or regulatory inquiries for a variety of claims, which could adversely affect our results of operations, harm our reputation or otherwise negatively affect our business.
• Risks related to our intellectual property · Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by man-made problems such as power disruptions, computer viruses, cyberattack, data security breaches or terrorism. · Any failure to protect our intellectual property rights could impair our business. · If third parties claim that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected. · Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.
• Risks related to ownership of common stock · A significant portion of our total outstanding shares are eligible for sale into the public market.
• Substantial sales of our shares into the public market could cause the market price of our common stock to drop significantly, even if our business is performing well. · The issuance of common stock pursuant to our equity line facility or our ATM facility may cause substantial dilution to our existing shareholders, and the sale of such shares in connection with our equity line or ATM facilities could cause the price of our common stock to decline. · The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for investors in our securities. · If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could decline. · We may not be able to continue our current listing of our common stock on the Nasdaq Capital Market.
• A delisting of our common stock from Nasdaq could limit the liquidity of our stock, increase its volatility and hinder our ability to raise capital. · We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors. · We continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives. · Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price. · Provisions in our corporate charter and our bylaws and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management. · Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain. · Our charter provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for such disputes with us or our directors, officers or employees.
• Risks Related to the proposed merger with Thramann Holdings The merger with Thramann Holdings and the resulting change in control from such merger must be approved by Auddia stockholders.
• Failure to obtain stockholder approval would prevent the closing of the Thramann Holdings merger.
• Before the Thramann Holdings merger can be completed, Auddia stockholders must approve, among other things, the exchange of Auddia common stock for holding company common stock pursuant to the Merger Agreement and the resulting change in control from the Thramann Holdings merger.
• Failure to obtain the required stockholder approval may result in a material delay in, or the abandonment of, the merger.
• Any delay in completing the merger may materially adversely affect the timing and benefits that are expected to be achieved from the Thramann Holdings merger.
• Failure to complete the merger may result in Auddia paying a termination fee to Thramann Holdings, and could harm the common stock price and future business and operations of Auddia.
• If the merger is not completed, Auddia is subject to the following risks: (i) if the Merger Agreement is terminated under specified circumstances, Auddia could be required to pay Thramann Holdings a termination fee of $600,000 and reimburse up to $200,000 for Thramann Holdings’ reasonable out-of-pocket expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby; (ii) the price of Auddia common stock may decline and could fluctuate significantly; and (iii) Auddia will have to pay substantial costs related to the merger, such as financial advisor, legal and accounting fees, even if the merger is not completed.
• If the Merger Agreement is terminated and the board of directors of Auddia determines to seek another business combination, there can be no assurance that Auddia will be able to find another third party to transact a business combination with, yielding comparable or greater benefits.
• If the conditions to the merger are not satisfied or waived, the merger may not occur.
• Even if the merger is approved by the Auddia stockholders, specified conditions must be satisfied or, to the extent permitted by applicable law, waived to complete the merger.
• These conditions are set forth in the Merger Agreement.
• Auddia cannot assure you that all of the conditions to the consummation of the merger will be satisfied or waived.
• If the conditions are not satisfied or waived, the merger may not occur or the closing may be delayed.
• It is a condition of the consummation of the merger that Auddia have at least $12 million of net cash immediately prior to the closing.
• Auddia will need to raise significant additional financing prior to the closing in order to satisfy this closing condition.
• The need for Auddia to issue additional equity securities or additional debt may cause significant dilution to Auddia’s current stockholders.
• It is a condition of the consummation of the merger that the holding company’s stock is approved for listing on Nasdaq.
• There can be no assurance such listing condition will be met and, there can be no assurance that the common stock of the holding company will be listed on Nasdaq following the completion of the merger.
• Auddia stockholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger.
• If the holding company is unable to realize the full strategic and financial benefits currently anticipated from the merger, Auddia stockholders will have experienced substantial dilution of their ownership interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the holding company is able to realize only part of the strategic and financial benefits currently anticipated from the merger.
• Auddia’s stockholders will generally have a reduced ownership and voting interest in, and will exercise less influence over the management of, the holding company following the completion of the merger as compared to their current ownership and voting interests in Auddia.
• After the completion of the merger, the current stockholders of Auddia will generally own a smaller percentage of the holding company than their ownership of their respective companies prior to the merger.
• As a result, our independent registered public accounting firm has included an explanatory paragraph in its report on our financial statements for the year ended December 31, 2025 with respect to this uncertainty.
• Our existing cash was $3.2 million at December 31, 2025.
• We secured approximately $7.1 million in additional financing in 2025 and $0.9 million year-to-date through March 4, 2026, which will only be sufficient to fund our current operating plans into the second quarter of 2026.
• Our net losses were $7,693,197 and $8,722,039 for the years ended December 31, 2025 and 2024, respectively.
• For the year ended December 31, 2025, our cash used in operations was $5,636,386.

and 16 more.

Gone since FY2024

• As a result, our independent registered public accounting firm has included an explanatory paragraph in its report on our financial statements for the year ended December 31, 2024 with respect to this uncertainty.
• Our existing cash was $2.7 million at December 31, 2024.
• We secured approximately $10.9 million in additional financing in 2024 and $0.6 million year-to-date through March 5 , 2025, which enabled us to pay down $2.75 million in connection with the Secured Bridge Notes in 2024 and will only be sufficient to fund our current operating plans into the second quarter of 2025.
• Our net losses were $8,722,039 and $8,807,496 for the years ended December 31, 2024 and 2023, respectively.
• For the year ended December 31, 2024, our cash used in operations was $5,093,143.
• At December 31, 2024, we had cash and cash equivalents on hand of $2,706,319.
• We anticipate that our expenses will increase substantially if, and as, we: · incur costs related to the national launch of our faidr App and as we continue obtaining market acceptance; · recruit and retain podcasters and content creators to faidr and retaining listeners on the platform; · continue to develop and improve our technology; · effectively addressing any competing technological and market developments; · add operational, business development & marketing personnel; and · incur legal expenses related to avoiding and defending against intellectual property infringement, misappropriation and other claims.
• Our existing cash of $2,706,319 at December 31, 2024 We secured approximately $10.9 million in additional financing in 2024 and $0.6 million year-to-date through March 5, 2025, which enabled us to pay down $2.75 million in connection with the Secured Bridge Notes in 2024 and will only be sufficient to fund our current operating plans into the second quarter of 2025.
• We have 8,594,308 shares of common stock issued and outstanding as of March 4, 2025.
• The issuance of common stock pursuant to our equity line facility may cause substantial dilution to our existing shareholders, and the sale of such shares acquired by our equity line provider could cause the price of our common stock to decline.
• During 2024, the Company has sold 4,815,263 shares to White Lion for total proceeds of approximately $8.2 million.
• We currently have effective registration statements that registers for resale by White Lion up to 20,000,000 shares of common stock that we may issue to White Lion under the New Equity Line Purchase Agreement.
• As of March 5, no shares have been issued under this agreement.
• After White Lion has acquired shares under the Equity Line Purchase Agreement, it may sell all, some or none of those shares.
• Sales to White Lion by us pursuant to the Equity Line Purchase Agreement may result in substantial dilution to the interests of other holders of our common stock.
• The sale of a substantial number of shares to White Lion, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise desire.
• The number of shares of our common stock ultimately offered for resale by White Lion is dependent upon the number of shares of common stock issued to the White Lion pursuant to the Equity Line Purchase Agreement.
• Depending on a variety of factors, including market liquidity of our common stock, the issuance of shares to White Lion may cause the trading price of our common stock to decline.