AUDDIA INC.
For the period ended Dec 31, 2025. Filed Mar 6, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 6, 2026
AUUD$0.48-17.7%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-05.
0001683168-25-001357
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-06.
0001683168-26-001587
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 100 previous paragraphs and 122 current paragraphs.
91 unchanged; 8 reworded; 20 added; 1 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 8 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (20)
Current report
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.”
Current report
Risks related to the proposed merger with Thramann Holdings
Current report
Risks Related to the proposed merger with Thramann Holdings
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Risks related to our proposed merger with Thramann Holdings.
Current report
We also have an At-the-Market (“ATM”) facility with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”). Under the ATM facility, we may sell shares of our common stock having an aggregate offering price of up to $10,000,000 from time to time, through an “at the market offering” (the “ATM Offering”).
Current report
During the year ended December 31, 2025, we issued 1,007,761 shares for aggregate proceeds of approximately $2.7 million pursuant to our ATM facility. Subsequent to December 31, 2025, and as of the date of this filing, we have sold 754,925 shares under our ATM facility for proceeds of $0.9 million
Current report
Shares issued by us through our equity line or ATM facilities may result in substantial dilution to the interests of holders of our common stock.
Removed paragraphs (1)
Previous report
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.
Reworded paragraphs (8)
Previous wording
Our past working capital deficiency, stockholders’ deficit and recurring losses from operations raised substantial doubt about our ability to continue as a going concern. 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. The Company has based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.
Current wording
Our past working capital deficiency, stockholders’ deficit and recurring losses from operations raised substantial doubt about our ability to continue as a going concern. 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. The Company has based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.
Previous wording
Since inception, we have incurred significant net losses. We expect to continue to incur net losses in the near term. 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. To date, we have devoted efforts towards securing financing, building, and evolving our technology platform, marketing our mobile app product for radio stations as well as initiating our marketing efforts for our music player. We expect to continue to incur significant expenses and operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if, and as, we:
Current wording
Since inception, we have incurred significant net losses. We expect to continue to incur net losses in the near term. 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. At December 31, 2025, we had cash and cash equivalents on hand of $3,186,985. To date, we have devoted efforts towards securing financing, building, and evolving our technology platform, marketing our mobile app product for radio stations as well as initiating our marketing efforts for our music player. We expect to continue to incur significant expenses and operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if, and as, we:
Previous wording
We expect our expenses to increase in connection with our ongoing activities, particularly as we continue to invest in sales, marketing and engineering resources and bring our products to market. Furthermore, we continue to incur additional costs associated with operating as a public company. 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. The Company has based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.
Current wording
We expect our expenses to increase in connection with our ongoing activities, particularly as we continue to invest in sales, marketing and engineering resources and bring our products to market. Furthermore, we continue to incur additional costs associated with operating as a public company. 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. The Company has based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.
Previous wording
Sales of a substantial number of shares of our common stock in the public market could occur at any time, subject to certain restrictions described below. These sales, or the perception in the market that holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. We have 8,594,308 shares of common stock issued and outstanding as of March 4, 2025. Substantially all of these shares, unless held by our affiliates, may be resold in the public market immediately without restriction. Shares held by our affiliates may be resold into the public market subject to compliance with the requirements of the SEC’s Rule 144.
Current wording
Sales of a substantial number of shares of our common stock in the public market could occur at any time, subject to certain restrictions described below. These sales, or the perception in the market that holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. We have 3,856,348 shares of common stock issued and outstanding as of March 4, 2026. Substantially all of these shares, unless held by our affiliates, may be resold in the public market immediately without restriction. Shares held by our affiliates may be resold into the public market subject to compliance with the requirements of the SEC’s Rule 144.
Previous wording
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.
Current wording
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.
Previous wording
We have an equity line facility with White Lion. During 2024, the Company has sold 4,815,263 shares to White Lion for total proceeds of approximately $8.2 million.
Current wording
We have an equity line facility with White Lion. During 2025, the Company has sold 995,000 shares to White Lion for total proceeds of approximately $3.7 million.
Previous wording
On November 25, 2024, we entered into a new equity line and a related registration rights agreement with White Lion. Pursuant to the new Common Stock Purchase Agreement, we have the right, but not the obligation to require White Lion to purchase, from time to time until December 31, 2025, up to $10,000,000 in aggregate gross purchase price of newly issued shares of our common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.
Current wording
On November 25, 2024, we entered into a new equity line and a related registration rights agreement with White Lion. Pursuant to the new Common Stock Purchase Agreement, we have the right, but not the obligation to require White Lion to purchase, from time to time until December 31, 2025, up to $10,000,000 in aggregate gross purchase price of newly issued shares of our common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. On July 30, 2025, we amended the equity line Common Stock Purchase Agreement from $10,000,000 to $50,000,000 and extended the commitment period to December 31, 2027.
Previous wording
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.
Current wording
The sale of a substantial number of shares through our equity line and ATM facilities, 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 issued by us through our equity line or ATM facilities and sold into the public markets depends on a variety of factors, including market liquidity of our common stock. The issuance of shares through our equity line and ATM facilities may cause the trading price of our common stock to decline.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Risks related to the development of our products
Current report — wording carried from elsewhere
Risks related to our business operations
Current report — wording carried from elsewhere
Risks related to our intellectual property