AUDDIA INC

For the period ended Dec 30, 2024. Filed Nov 25, 2024.

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Dec 30, 2024 · Filed Nov 25, 2024

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AUUD$0.48-17.7%Stored close · as of Nov 6, 2026

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DEF 14A 1 auddia_def14a.htm DEFINITIVE PROXY STATEMENT

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

________________________

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

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1680 38 th Street, Suite 130

Boulder, CO 80301

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To be Held December 30, 2024

Notice is hereby given that the 2024 Annual Meeting of Stockholders, or the Annual Meeting, of Auddia Inc., will be held on December 30, 2024 at 9:30 a.m. Mountain Time. The Annual Meeting will be held at the offices of Auddia Inc., 1680 38 th Street, Suite 130, Boulder, CO 80301.

The purpose of the Annual Meeting is the following:

1.	To elect five director nominees to our board of directors, to serve until the Company’s 2025 annual meeting of stockholders and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal (the “Director Proposal” or Proposal No. 1);
2.	To ratify the appointment of Haynie & Company as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Proposal” or “Proposal No. 2”);
3.	To grant discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1-for-5) to a maximum of a one-for-fifty (1-for-50) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders (the “Reverse Stock Split Proposal” or “Proposal No. 3”);
4.	To authorize, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, pursuant to the Company’s Equity Line of Credit (as defined herein) (the “ELOC Issuance Proposal” or “Proposal No. 4”);
5.	To authorize, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock pursuant to Series B convertible preferred stock and related warrants that the Company issued to certain private investors on April 23, 2024 (the “Series B Preferred Issuance Proposal” or “Proposal No. 5”);
6.	To authorize, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock in connection with the retirement and conversion of the Company’s previously outstanding secured bridge notes (the “Bridge Note Conversion Issuance Proposal” or “Proposal No. 6”);
7.	To approve an amendment to the Company’s 2020 Equity Incentive Plan (“2020 Plan”) (the “Equity Plan Proposal” or “Proposal No. 7”); and
8.	To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

Only Auddia Inc. stockholders of record of our common stock at the close of business on November 14, 2024, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You can find more information on each of the matters to be voted on at the Annual Meeting, including information regarding the nominees for election to our board of directors, in the accompanying proxy statement. The board of directors recommends a vote “FOR” the election of the five director nominees, “FOR” the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2024, “FOR” the Reverse Stock Split Proposal, “FOR” the ELOC Issuance Proposal, “FOR” the Series B Preferred Issuance Proposal, “FOR” the Bridge Note Conversion Proposal, and “FOR” the Equity Plan Proposal, as disclosed in the accompanying proxy statement.

This Proxy Statement and our 2023 Annual Report are also available at www.auddiainc.com.

Your vote is important. Whether or not you are able to attend the Annual Meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting, by submitting your proxy via the Internet at the address listed on the proxy card.

By order of the Board of Directors,

/s/ Jeffrey Thramann

Jeffrey Thramann

Executive Chairman

Boulder, Colorado

November 25, 2024

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