AUDDIA INC. Enters Material Definitive Agreement

TL;DR

**AUDDIA INC. just signed a big deal, details pending, could be a game-changer.**

AI Summary

AUDDIA INC. filed an 8-K on February 2, 2024, to report the entry into a material definitive agreement. This filing indicates a significant corporate action, likely a new contract or partnership, that could impact the company's future operations and financial performance. For investors, this matters because material agreements can be catalysts for growth or, conversely, introduce new risks, directly affecting the stock's valuation.

Why It Matters

This filing signals a new, important business arrangement for AUDDIA INC., which could significantly alter its operational landscape and financial outlook. Investors should monitor for details of this agreement as they become public.

Risk Assessment

Risk Level: medium — The risk is medium because while a material agreement can be positive, the specific terms and potential impact are not yet disclosed, creating uncertainty.

Analyst Insight

A smart investor would await further disclosures regarding the specifics of the 'Material Definitive Agreement' before making any investment decisions, as the impact on AUDDIA INC.'s financials and stock price is currently unknown.

Key Players & Entities

• AUDDIA INC. (company) — the registrant filing the 8-K
• February 2, 2024 (date) — the date of the earliest event reported and filing date
• 001-40071 (other) — Commission File Number for AUDDIA INC.
• Delaware (other) — State of incorporation for AUDDIA INC.
• 2100 Central Avenue, Suite 200, Boulder, Colorado, 80301 (other) — Business address of AUDDIA INC.

Forward-Looking Statements

• AUDDIA INC. will disclose the specific details of the material definitive agreement within the next 90 days. (AUDDIA INC.) — medium confidence, target: 2024-05-02
• The material definitive agreement will involve a strategic partnership or acquisition. (AUDDIA INC.) — low confidence, target: 2024-08-02

FAQ

Key Financial Figures

• $13,000,000 — the "Business") for a purchase price of $13,000,000 in cash plus an earnout payment of $2,0
• $2,000,000 — ,000 in cash plus an earnout payment of $2,000,000 if certain milestones are reached (the

Filing Documents

• auddia_8k.htm (8-K) — 39KB
• auddia_ex0201.htm (EX-2.1) — 494KB
• 0001683168-24-000621.txt ( ) — 845KB
• auud-20240202.xsd (EX-101.SCH) — 3KB
• auud-20240202_def.xml (EX-101.DEF) — 26KB
• auud-20240202_lab.xml (EX-101.LAB) — 36KB
• auud-20240202_pre.xml (EX-101.PRE) — 25KB
• auddia_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. Asset Purchase Agreement with AppSmartz and RadioFM As previously disclosed in our Current Report on Form 8-K dated January 26, 2024, on January 26, 2024, Auddia Inc., a Delaware corporation (the "Company"), entered into an Asset Purchase Agreement (the "Purchase Agreement") with (i) M/s APPSMARTZ, a Partnership Firm constituted under Indian Partnership Act of 1912 and organized under the laws of India ("AppSmartz") and (ii) M/s RADIOFM, a Partnership Firm constituted under Indian Partnership Act of 1912 and organized under the laws of India ("RadioFM", together with AppSmartz, each a "Seller" and collectively the "Sellers"), pursuant to which the Company has agreed to acquire certain assets, and assume certain liabilities, comprising Sellers' mobile application, internet radio and streaming business (the "Business") for a purchase price of $13,000,000 in cash plus an earnout payment of $2,000,000 if certain milestones are reached (the "Asset Purchase"). The obligations of the Sellers under the Purchase Agreement are guaranteed by the two individuals who own the Seller entities. A copy of the Purchase Agreement is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K. Our descriptions of the Purchase Agreement do not purport to be complete and are qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Purchase Agreement governs the contractual rights between the parties in relation to the Asset Purchase. The Purchase Agreement has been filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding the terms of the Asset Purchase and is not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the Securities and Exchange Commission (the "SEC"). In particular, the Purchase Agreement

Forward-Looking Statements

Forward-Looking Statements Any forward-looking statements contained in this Current Report on Form 8-K are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, information regarding the Asset Purchase, the expected timetable for completing the Asset Purchase, future financial and operating results, the benefits, synergies, and accretion related to the Asset Purchase, and any other statements by the Company's management regarding future expectations, beliefs, goals, plans, or prospects. Forward-looking statements can often be identified by words such as "anticipates," "expects," "forecasts," "intends," "believes," "plans," "may," "will," or "continue," and similar expressions and variations or negatives of these words. Actual events and/or results may differ materially and adversely from such forward-looking statements as a result of certain risks and uncertainties including, but not limited to, the occurrence of any event, change, or other circumstances that could give rise to the termination of the Purchase Agreement; the outcome of any legal proceedings that could be instituted against the Company or the Company's board of directors related to the Asset Purchase or the Purchase Agreement; the ability to satisfy the closing conditions of the Asset Purchase when anticipated or at all, and the ability to close the Asset Purchase, including obtaining the requisite regulatory approvals; the Company's ability to obtain the necessary financing arrangements; the Company's ability to successfully integrate the assets acquired pursuant to the Purchase Agreement; the risk that the Company may not realize the anticipated benefits from the Asset Purchase; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Asset Purchase; enforcement and protection of

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Asset Purchase Agreement, dated as of January 26, 2024, by and among Auddia, Inc., M/s APPSMARTZ, and M/s RADIOFM * 104 Cover Page Interactive Data File * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish the omitted schedules and exhibits to the Securities and Exchange Commission upon request. 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AUDDIA INC. February 2, 2024 By: /s/ John E. Mahoney Name: John E. Mahoney Title: Chief Financial Officer 4

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View this 8-K filing on SEC EDGAR