AUDDIA INC
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
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FY2023 · Filed Apr 1, 2024
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Item 15. Exhibits, Financial Statement Schedules
| Item 15. | Exhibits and Financial Statement Schedules |
|---|
(a) 1.* Financial Statements*
For a list of the financial statements included herein, see Index to the Financial Statements on page 42 of this Annual Report, incorporated into this Item by reference.
2.* Financial Statement Schedules*
Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the financial statements or the notes thereto.
3.* Exhibits*****
The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual 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 |
|---|---|---|---|---|---|
| 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 | Bylaws of the Company | 8-K | 02-22-2021 | 3.2 | |
| 3.5 | Form of Warrant after Conversion from an LLC to a Corporation | S-1/A | 01-28-2020 | 3.5 | |
| 3.6 | Form of 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 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 | # | Employment Agreement of Michael T. Lawless | S-1 | 01-10-2020 | 10.1 |
| 10.2 | # | Employment Agreement of Peter Shoebridge | S-1 | 01-10-2020 | 10.2 |
| 10.3 | # | Form of Auddia Inc. 2020 Equity Incentive Plan | S-1/A | 10-22-2020 | 10.3 |
| 10.4 | Collateral and Security Agreement with Related Party (Minicozzi) | S-1/A | 01-28-2020 | 10.4 | |
| 10.5 | Form of Amendment to Collateral and Security Agreement with Related Party | S-1/A | 10-08-2020 | 10.5 | |
| 10.6 | Form of Convertible Promissory Note | S-1/A | 01-28-2020 | 10.6 | |
| 10.7 | Business Loan Agreement and Guaranty of Related Party with Bank of the West | S-1/A | 01-28-2020 | 10.7 | |
| 10.8 | ** | Agreement with Major United States Broadcast Company | S-1/A | 01-28-2020 | 10.8 |
| 10.9 | Form of Bridge Note | S-1/A | 10-22-2020 | 10.9 | |
| 10.10 | Form of Warrant Agent Agreement | S-1/A | 02-05-2021 | 10.10 | |
| 10.11 | Amendment to Bridge Note | S-1/A | 10-22-2020 | 10.14 | |
| 10.12 | Amended Business Loan Agreement with Bank of the West | 10-K | 03-31-2021 | 10.15 | |
| 10.13 | # | First Amendment to 2020 Equity Incentive Plan | S-8 | 08-10-2021 | 99.2 |
| 10.14 | # | Form of Stock Option Grant Notice and Stock Option Agreement under 2020 Equity Incentive Plan | S-8 | 08-10-2021 | 99.3 |
| Exhibit Number · Description of Document · Incorporated by reference from Form · Filing Date · Exhibit Number · Filed Herewith | ||||||
|---|---|---|---|---|---|---|
| 10.15 | # | 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 | |
| 10.16 | # | Form of Inducement Stock Option Grant Notice and Inducement Stock Option Agreement | S-8 | 08-10-2021 | 99.5 | |
| 10.17 | # | Clip Interactive, LLC 2013 Equity Incentive Plan | S-8 | 08-10-2021 | 99.6 | |
| 10.18 | # | Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan | S-8 | 08-10-2021 | 99.7 | |
| 10.19 | # | Executive Officer Employment Agreement for Michael Lawless dated October 13, 2021 | 8-K | 10-15-2021 | 10.1 | |
| 10.20 | # | Executive Officer Employment Agreement for Peter Shoebridge dated October 13, 2021 | 8-K | 10-15-2021 | 10.2 | |
| 10.21 | # | Executive Officer Employment Agreement for Brian Hoff dated October 13, 2021 | 8-K | 10-15-2021 | 10.3 | |
| 10.22 | # | Executive Officer Employment Agreement for Timothy Ackerman effective as of February 6, 2023 | 8-K | 02-16-2023 | 10.1 | |
| 10.23 | Secured Promissory Bridge Note dated November 14, 2022 | 8-K | 11-14-2022 | 10.1 | ||
| 10.24 | Common Stock Warrant dated November 14, 2022 | 8-K | 11-14-2022 | 10.2 | ||
| 10.25 | Security Agreement dated November 14, 2022 | 8-K | 11-14-2022 | 10.3 | ||
| 10.26 | Common Stock Purchase Agreement, dated November 14, 2022, by and between Auddia Inc. and White Lion Capital LLC | 8-K | 11-14-2022 | 10.4 | ||
| 10.27 | Secured Promissory Bridge Note dated November 14, 2022 | 8-K | 11-14-2022 | 10.1 | ||
| 10.28 | Common Stock Warrant dated November 14, 2022 | 8-K | 11-14-2022 | 10.2 | ||
| 10.29 | Security Agreement dated November 14, 2022 | 8-K | 11-14-2022 | 10.3 | ||
| 10.30 | Common Stock Purchase Agreement, dated November 14, 2022, by and between Auddia Inc. and White Lion Capital LLC | 8-K | 11-14-2022 | 10.4 | ||
| 10.31 | Secured Promissory Bridge Note dated April 17, 2023 | 8-K | 04-21-2023 | 10.1 | ||
| 10.32 | Common Stock Warrant for 600,000 shares dated April 17, 2023 | 8-K | 04-21-2023 | 10.2 | ||
| 10.33 | Common Stock Warrant for 650,000 shares dated April 17, 2023 | 8-K | 04-21-2023 | 10.3 | ||
| 10.34 | Form of Private Placement Agreement | 8-K | 06-14-23 | 1.1 | ||
| 10.35 | Form of Securities Purchase Agreement dated June 13, 2023 between Auddia Inc. and the Investors named therein | 8-K | 06-14-23 | 10.1 | ||
| 10.36 | Common Stock Purchase Agreement, dated as of November 6, 2023, by and between White Lion Capital, LLC and Auddia Inc. | 8-K | 11-06-23 | 10.1 | ||
| 10.37 | Registration Rights Agreement, dated as of November 6, 2023, by and between White Lion Capital, LLC and Auddia Inc. | 8-K | 11-06-23 | 10.2 | ||
| 10.38 | # | Employment Agreement, effective as of November 27, 2023, between Auddia Inc. and John E. Mahoney | 8-K | 12-18-2023 | 10.1 | |
| 10.39 | Series A Preferred Securities Purchase Agreement dated November 11, 2023 between Auddia Inc. and Jeffrey Thramann | 8-K | 11-16-2023 | 10.1 | ||
| 23.1 | Consent of Daszkal Bolton LLP, Independent Registered Public Accounting Firm | X | ||||
| 23.2 | Consent of Haynie and Company, Independent Registered Public Accounting Firm | X | ||||
| 24.1 | Power of Attorney (Included on Signature Page) | |||||
| 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 | X | ||||
| 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 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.