AUDDIA INC.
For the period ended May 2, 2025. Filed Apr 7, 2025.
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May 2, 2025 · Filed Apr 7, 2025
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DEF 14A 1 auddia_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| 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-(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
_____________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
1680 38 th Street, Suite 130
Boulder, Colorado 80301
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on May 2, 2025
Dear Stockholder:
We are pleased to invite you to attend the special meeting of stockholders (the “Special Meeting”) of Auddia Inc., which will be held on May 2, 2025 at 9:30 a.m. Mountain Time. The Special Meeting will be held at the offices of Auddia Inc., 1680 38 th Street, Stuie 130, Boulder, Colorado 80301.
Further details regarding the Special Meeting are included in the accompanying proxy statement. At the Special Meeting, the holders of our outstanding common stock and Series A preferred stock will act on the following matter:
| 1. | To grant discretionary authority to our board of directors to (i) amend the Company’s Certificate of Incorporation to increase the number of our authorized shares of common stock from 100,000,000 shares to 250,000,000 shares and (ii) effect such amendment, if at all, within one year of the date the proposal is approved by stockholders (the “Charter Amendment Proposal” or “Proposal 1”); |
| 2. | 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-five hundred (1-for-500) 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 stockholder (the “RSS Proposal” or “Proposal 2”); |
| 3. | To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the Charter Amendment Proposal and the RSS Proposal at the Special Meeting (the “Adjournment Proposal” or “Proposal 3”); and |
| 4. | To transact such other business as may properly come before the Special Meeting. |
Stockholders also will transact any other business that may properly come before the Special Meeting or any adjournment or postponement of the Special Meeting.
Our board of directors has fixed April 4, 2025 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the meeting.
You can find more information on each of the matters to be voted on at the Special Meeting in the accompanying proxy statement. The board of directors recommends a vote “FOR” the Charter Amendment Proposal and the RSS Proposal.
This Proxy Statement is available at www.auddia.com.
Your vote is important. Whether or not you are able to attend the Special Meeting in person, 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 Special Meeting in person, by submitting your proxy via the Internet at the address listed on the proxy card.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| April 7, 2025 | /s/ Michael Lawless |
|---|---|
| Michael Lawless | |
| Chief Executive Officer |
1680 38 th Street, Suite 130
Boulder, Colorado 80301
PROXY STATEMENT FOR THE
SPECIAL MEETING OF STOCKHOLDERS
To be held on May 2, 2025
The board of directors of Auddia Inc. is soliciting your proxy to vote at the Special Meeting of Stockholders (the “Special Meeting”) to be held on May 2, 2025, at 9:30 a.m. Mountain Time. The Special Meeting will be held at the offices of Auddia Inc., 1680 38 th Street, Suite 130, Boulder, Colorado 80301. Unless the context requires otherwise, references to “Auddia,” “the Company,” “we,” “our,” and “us” in this Proxy Statement refer to Auddia Inc.
This proxy statement contains information relating to the Special Meeting.
You may only attend the Special Meeting at our offices in person.
The Notice of Meeting and Proxy Statement are being mailed to our stockholders of record entitled to vote at the Special Meeting on or about April 7, 2025.
Only stockholders who owned our common stock on April 4, 2025 are entitled to vote at the Special Meeting.
In accordance with the bylaws of the Company (as they may be amended, supplemented or otherwise modified from time to time, the “Bylaws”), the Special Meeting has been called for the following purposes:
| 1. | To grant discretionary authority to our board of directors to (i) amend the Company’s Certificate of Incorporation to increase the number of our authorized shares of common stock from 100,000,000 shares to 250,000,000 shares and (ii) effect such amendment, if at all, within one year of the date the proposal is approved by stockholders (the “Charter Amendment Proposal” or “Proposal 1”); |
| 2. | 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-five hundred (1-for-500) 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 stockholder (the “RSS Proposal” or “Proposal 2”); |
| 3. | To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Company that more time is necessary or appropriate to approve the Charter Amendment Proposal and the RSS Proposal at the Special Meeting (the “Adjournment Proposal” or “Proposal 3”); and |
To transact such other business as may properly come before the Special Meeting.
Stockholders of record at the close of business on April 4, 2025, are entitled to notice of, and to attend and to vote at, the Special Meeting and any postponement or adjournment thereof. We intend to mail this Proxy Statement, together with a proxy card, on or about April 7, 2025, to all stockholders entitled to vote at the Special Meeting.
TABLE OF CONTENTS
| Page | |
|---|---|
| QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING | 1 |
| PROPOSAL NO. 1: APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF OUR AUTHORIZED SHARES OF COMMON STOCK | 8 |
| PROPOSAL NO. 2: REVERSE STOCK SPLIT | 11 |
| PROPOSAL NO. 3: ADJOURNMENT PROPOSAL | 17 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 18 |
| OTHER MATTERS | 19 |
| HOUSEHOLDING | 19 |
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