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AUDDIA INC.

For the period ended Dec 31, 2025. Filed Mar 6, 2026.

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About 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$0.24-12.6%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

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 40 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 NumberDescription of DocumentIncorporated by reference from FormFiling DateExhibit NumberFiled Herewith
1.1At-The-Market Issuance Sales Agreement, dated September 13, 2024, by and between Auddia Inc. and Ascendiant Capital Markets, LLC.8-K09-13-20241.1
2.1Agreement and Plan of Merger, dated as of February 17, by and among New Holdco, Inc., Auddia Merger Sub, Inc., Thramann Merger Sub LC, Auddia Inc. and Thramann Holdings, LLC8-K02-17-20262.1
2.2Form of Plan of Conversion8-K02-22-20212.1
3.1Certificate of Incorporation of the Company8-K02-22-20213.1
3.2Certificate of Amendment to the Certificate of Incorporation of the Company dated February 23, 20248-K02-27-20243.1
3.3Certificate of Amendment to the Certificate of Incorporation of the Company dated March 27, 20258-K04-01-20253.1
3.4Series B Convertible Preferred Stock Certificate of Designations dated April 23, 20248-K04-29-20243.1
3.5Series C Convertible Preferred Stock Certificate of Designations dated June 30, 20258-K06-30-20253.1
3.6Bylaws of the Company8-K02-22-20213.2
3.7Amendment to Bylaws dated September 6, 20248-K09-12-20243.1
3.8Form of Warrant after Conversion from an LLC to a CorporationS-1/A01-28-20203.5
4.1Form of Common Stock CertificateS-1/A10-08-20204.1
4.2Form of IPO Representative’s Common Stock Purchase Warrant8-K02-22-20214.1
4.3Description of Securities10-K03-31-20214.3
4.4Form of Merger Holding Company Senior Note8-K02-17-20264.1
10.1#Form of Auddia Inc. 2020 Equity Incentive PlanS-1/A10-22-202010.3
10.2**Agreement with Major United States Broadcast CompanyS-1/A01-28-202010.8
10.3#First Amendment to 2020 Equity Incentive PlanS-808-10-202199.2
Exhibit NumberDescription of DocumentIncorporated by reference from FormFiling DateExhibit NumberFiled Herewith
10.4#Second Amendment to 2020 Equity Incentive Plan10-K03-05-202510.5
10.5#Form of Stock Option Grant Notice and Stock Option Agreement under 2020 Equity Incentive PlanS-808-10-202199.3
10.6#Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2020 Equity Incentive PlanS-808-10-202199.4
10.7#Form of Inducement Stock Option Grant Notice and Inducement Stock Option AgreementS-808-10-202199.5
10.8#Clip Interactive, LLC 2013 Equity Incentive PlanS-808-10-202199.6
10.9#Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive PlanS-808-10-202199.7
10.10#Executive Officer Employment Agreement for Michael Lawless dated October 13, 20218-K10-15-202110.1
10.11#Executive Officer Employment Agreement for Peter Shoebridge dated October 13, 20218-K10-15-202110.2
10.12Common Stock Warrant dated November 14, 20228-K11-14-202210.2
10.13Common Stock Warrant dated November 14, 20228-K11-14-202210.2
10.14Common Stock Warrant for 600,000 shares dated April 17, 20238-K04-21-202310.2
10.15Common Stock Warrant for 650,000 shares dated April 17, 20238-K04-21-202310.3
10.16#Employment Agreement, effective as of November 27, 2023, between Auddia Inc. and John E. Mahoney8-K12-18-202310.1
10.17Form of Common Stock Warrant dated April 23, 20248-K04-29-202410.2
10.18Form of Registration Rights Agreement dated April 23, 20248-K04-29-202410.3
10.19Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.8-K11-25-202410.1
10.20Registration Rights Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.8-K11-25-202410.2
10.21Form of Securities Purchase Agreement dated June 30, 20258-K06-30-202510.1
10.22Form of Common Stock Warrant dated June 30, 20258-K06-30-202510.2
10.23Form of Registration Rights Agreement dated June 30, 20258-K06-30-202510.4
10.24Amendment 1, dated July 30, 2025, to Equity Line Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.8-K07-30-202510.1
10.25Form of Exchange Agreement dated August 5, 202510-Q08-08-202510.35
10.26Employment Agreement, effective as of July 1, 2025, between Auddia Inc. and Jeffrey Thramann8-K09-12-202510.2
10.27Form of Merger Support Agreement8-K02-17-202610.1
10.28Form of Merger Lock-Up Agreement8-K02-17-202610.2
19.1Insider Trading Policy10-K03-05-202519.1
23.1Consent of Haynie and Company, Independent Registered Public Accounting FirmX
24.1Power of Attorney (Included on Signature Page)
31.1Section 302 Certification by the Corporation’s Chief Executive OfficerX
31.2Section 302 Certification by the Corporation’s Chief Financial OfficerX
32.1Section 906 Certification by the Corporation’s Chief Executive OfficerX
32.2Section 906 Certification by the Corporation’s Chief Financial OfficerX
97.1Auddia Clawback Policy10-K04-01-202497.1
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover 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
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