{"url_path":"/sec/auud/8-k/2026-04-27/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1554818/0001683168-26-003225-index.html","accession_number":"0001683168-26-003225","cik":"0001554818","ticker":"AUUD","issuer_name":"AUDDIA INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1554818/0001683168-26-003225-index.html","primary_entity_key":"0001554818","primary_entity_name":"AUDDIA INC."},"word_count":766,"has_tables":true,"body_markdown":"**Item 1.01.**\n**Entry into a Material Definitive Agreement.**\n\n \n\nOn April 24, 2026, Auddia Inc. (the “Company”)\ncommenced a public offering for the issuance and sale of an aggregate of: (i) 1,405,006 shares (the “Shares”) of the\nCompany’s common stock, $0.001 par value (the “Common Stock”), (ii) pre-funded warrants (the “Pre-funded\nWarrants”) to purchase up to 3,679,737 shares of Common Stock and (iii) accompanying warrants (the “Common Warrants”\nand together with the Shares and the Pre-funded Warrants, the “Securities”) to purchase up to 5,084,743 shares of Common Stock\n(the “Offering”). In connection with the Offering, the Company, entered into a Securities Purchase Agreement (the “Purchase\nAgreement”) with certain institutional investors (the “Purchasers”). The offering price per Share and associated Common\nWarrant is $2.36 and the offering price per Pre-funded Warrant and associated Common Warrant is $2.36 minus $0.001, the exercise price\nof the Pre-funded Warrants.\n\n \n\nThe Pre-funded Warrants are immediately exercisable,\nhave an exercise price of $0.001 and may be exercised at any time after the date of issuance. A holder of Pre-funded Warrants may not\nexercise the warrant if the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the election of the purchaser,\n9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise.\n\n \n\nEach Common Warrant has an exercise price per\nshare of $2.36, is immediately exercisable and will expire on the earlier of the (i) consummation of the transactions contemplated by\nthat certain Agreement and Plan of Merger, dated as of February 17, 2026, by and among McCarthy Finney, Inc., Auddia Merger Sub, Inc.,\nThramann Merger Sub LLC, Thramann Holdings, LLC, and the Company, as it may be amended from time to time, and (ii) five (5) year anniversary\nfollowing the initial exercise date. A holder of Common Warrants may not exercise the warrant if the holder, together with its affiliates,\nwould beneficially own more than 4.99% (or, at the election of the Purchaser, 9.99%) of the number of shares of the Common Stock outstanding\nimmediately after giving effect to such exercise. The exercise price of the Common Warrants is subject to customary adjustments for stock\ndividends, stock splits, reclassifications and the like. In addition, subject to the rules and regulations of the trading market, the\nCompany may at any time during the term of the Common Warrant reduce the then current exercise price to any amount and for any period\nof time deemed appropriate by the board of directors of the Company.\n\n \n\nThe Offering is expected to result in gross proceeds\nto the Company of approximately $12 million and excluding the proceeds, if any, from the exercise of the Common Warrants. The net proceeds\nto the Company from the Offering are expected to be approximately $10.9 million, after deducting placement agent fees and expenses and\nestimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering, together with existing\ncash, cash equivalents and investments for working capital and general corporate purposes.\n\n \n\nThe Purchase Agreement contains customary representations,\nwarranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations\nof the parties and termination provisions.\n\n \n\nPursuant to an engagement letter, dated as of\nMarch 4, 2026, as amended April 23, 2026 (the “Engagement Letter”), by and between the Company and Dawson James Securities,\nInc. (the “Placement Agent”), the Company has agreed to pay the Placement Agent a total cash fee equal to 7.0% of the gross\nproceeds received in the Offering. Pursuant to the Engagement Letter, the Company has agreed to certain restrictions on the issuance and\nsale of shares of the Company’s securities for a period of 90 calendar days after the closing of the Offering, subject to certain\nexceptions.\n\n \n\nThe Offering was made pursuant to a Registration\nStatement (No. 333-294887) on Form S-1, which was filed by the Company with the Securities and Exchange Commission on April\n3, 2026, as amended on April 7, 2026, and declared effective on April 23, 2026, and a final prospectus dated April 24, 2026.\n\n \n\nThe form of Purchase Agreement, form of Pre-funded\nWarrant and form of Common Warrant, are filed as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and\nare incorporated herein by reference. The above descriptions of the terms of the form of Purchase Agreement, form of Pre-funded Warrant\nand form of Common Stock Warrant do not purport to be complete descriptions of the rights and obligations thereunder and are qualified\nin their entirety by reference to the full extent of such exhibits.\n\n \n\n \n\n \n\n 2"}