AUDDIA INC.

Table of Contents

As filed with the Securities and Exchange Commission on April 3, 2026.

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

**REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Auddia Inc.

(Exact name of registrant as specified in its charter)

1680 38th Street, Suite 130

Boulder, Colorado 80301

(303)219-9771

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jeffrey Thramann

Chief Executive Officer

Auddia Inc.

1680 38 th Street, Suite 130

Boulder, Colorado 80301

(303) 219-9771

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of the proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(b) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell the securities until the Registration Statement filed with the Securities and Exchange Commission, of which this prospectus is a part, is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

AUDDIA INC.

Up to 2,201,834 Shares of Common Stock

Up to 2,201,834 Pre-Funded Warrants to Purchase Shares of Up to 2,201,834 Shares of Common Stock

Up to 2,201,834 Common Warrants to Purchase Up to 2,201,834 Shares of Common Stock

Up to 4,403,668 Shares of Common Stock underlying Pre-Funded Warrants and Common Warrants

We are offering up to 2,201,834 shares of our common stock, par value $0.001 per share (“common stock”), or up to 2,201,834 pre-funded warrants to purchase up to 2,201,834 shares of common stock (“Pre-Funded Warrants”) in lieu thereof, and up to 2,201,834 accompanying common warrants to purchase up to 2,201,834 shares of our common stock (“Common Warrants”). Each share of common stock (or a pre-funded warrant in lieu thereof) is being offered and sold together with an accompanying Common Warrant to purchase one share of common stock at an assumed combined public offering price of $5.45. This prospectus also relates to the offering of the shares of our common stock issuable upon the exercise of such Pre-Funded Warrants and Common Warrants.

Each Common Warrant will have an assumed exercise price of $5.45 per share (which will be no less than 100% of the assumed combined public offering price per share and common warrants to be sold in this offering), be immediately exercisable and will expire upon the earlier of: (i) the 5-year anniversary of the date of issuance; or (ii) the consummation of the transactions contemplated by certain Agreement and Plan of Merger, as may be amended, dated as of February 17, 2026, by and among, McCarthy Finney, Inc., Auddia Merger Sub, Inc., Thramann Merger Sub LLC, and us (the “Merger”).

The shares of common stock and the accompanying Common Warrants are immediately separable and will be issued separately, but can only be purchased together in this offering.

Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AUUD.” On April 1, 2026, the last reported sale price of our shares of common stock on the Nasdaq Capital Market was $5.45 per share. All share, Common Warrant and Pre-Funded Warrant numbers are based on an assumed combined public offering price of $5.45 per share and the accompanying Common Warrants and $5.45 per Pre-Funded Warrant and the accompanying Common Warrants, based on the closing price of the Company’s Common Stock on April 1, 2026 as reported on the Nasdaq Capital Market.

There is no established public trading market for the Pre-Funded Warrants or the Common Warrants, and we do not expect a market to develop. We do not intend to list the Pre-Funded Warrants or the Common Warrants on The Nasdaq Capital Market or any other national securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants or the Common Warrants will be limited. We anticipate that the shares of our Common Stock to be issued upon exercise of the Common Warrants and the Pre- Funded Warrants will trade on The Nasdaq Capital Market.

We are also offering to certain purchasers whose purchase of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, Pre-Funded Warrants in lieu of common stock that otherwise would result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock. The assumed combined public offering price of each Pre-Funded Warrant with an accompanying Common Warrant is $5.45, the closing price of the Company’s Common Stock on April 1, 2026 as reported on the Nasdaq Capital Market, minus $0.001, and the exercise price of each Pre-Funded Warrant will be $0.001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis.

The assumed combined public offering price used throughout this prospectus has been included for illustration purposes only and may not be indicative of the final offering price. The actual public offering price for our securities in this offering will be determined at the time of pricing and may be at a discount to the then-current market price. The final public offering price will be determined through negotiation between us and investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.

You should read this prospectus, together with additional information described under the heading “Where You Can Find More Information” carefully before you invest in any of our securities.

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 12 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN ANY DOCUMENT INCORPORATED BY REFERENCE HEREIN CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and are subject to reduced public company reporting requirements. See “Prospectus Summary–Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

This offering will terminate on May 15, 2026, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. There is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close.

There is no arrangement for funds to be received in escrow, trust or similar arrangement. Because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan.

We have engaged Dawson James Securities, Inc. (the “Placement Agent”) as our exclusive placement agent in connection with this offering. The Placement Agent is not purchasing or selling the securities offered by us, and is not required to arrange for the purchase or sale of any specific number or dollar amount of our securities, but will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. We have agreed to pay to the Placement Agent the Placement Agent fees set forth in the table, which assumes that we sell all of the securities offered by this prospectus. Because there is no minimum offering amount required as a condition to closing in this offering, the actual aggregate public offering price, Placement Agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth below and throughout this prospectus. See “Plan of Distribution” beginning on page 32 of this prospectus for more information.

Delivery of the securities is expected to be made on or about , 2026, subject to satisfaction of certain conditions.

Placement Agent

Dawson James Securities, Inc.

Prospectus dated , 2026