AUDDIA INC.
For the period ended Sep 8, 2025. Filed Aug 5, 2025.
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Sep 8, 2025 · Filed Aug 5, 2025
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DEF 14A 1 auddia_def14a.htm FORM DEF 14A
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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| ☐ | Definitive Proxy Statement |
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1680 38 th Street, Suite 130
Boulder, CO 80301
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To be Held September 8, 2025
Notice is hereby given that the 2025 Annual Meeting of Stockholders, or the Annual Meeting, of Auddia Inc., will be held on September 8, 2025 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 four director nominees to our board of directors, to serve until the Company’s 2026 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, 2025 (the “Auditor Proposal” or “Proposal No. 2”); |
| 3. | To authorize, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, pursuant to the Company’s amended Equity Line of Credit (as defined herein) (the “ELOC Amendment Issuance 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 Series C convertible preferred stock and related warrants that the Company issued to certain private investors on June 30, 2025 (the “Series C Preferred Issuance Proposal” or “Proposal No. 4”); |
| 5. | To approve an amendment to the Company’s 2020 Equity Incentive Plan (“2020 Plan”) (the “Equity Plan Proposal” or “Proposal No. 5”); and |
| 6. | 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 July 31, 2025, 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 four director nominees, “FOR” the ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2025, “FOR” the ELOC Amendment Issuance Proposal, “FOR” the Series C Preferred Issuance Proposal, and “FOR” the Equity Plan Proposal, as disclosed in the accompanying proxy statement.
This Proxy Statement and our 2024 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 and CEO
Boulder, Colorado
August 4, 2025
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