AUDDIA INC. Files 8-K for Material Definitive Agreement

TL;DR

AUDDIA INC. signed a new material agreement on April 9, 2024.

AI Summary

On April 9, 2024, AUDDIA INC. entered into a Material Definitive Agreement. The filing also includes financial statements and exhibits related to this event. The company is incorporated in Delaware and its principal executive offices are located in Boulder, Colorado.

Why It Matters

This 8-K filing indicates a significant new agreement for AUDDIA INC., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• AUDDIA INC. (company) — Registrant
• April 9, 2024 (date) — Date of Earliest Event Reported
• Delaware (jurisdiction) — State of Incorporation
• Boulder, Colorado (location) — Principal Executive Offices
• Clip Interactive, LLC (company) — Former Company Name

FAQ

Key Financial Figures

• $2.75 million — er of the Company. The Company received $2.75 million of gross proceeds in connection with th
• $15.25 — ants") with a current exercise price of $15.25 per share ($0.61 per share prior to adj
• $0.61 — ent exercise price of $15.25 per share ($0.61 per share prior to adjustment for the r
• $275,000 — l of the Bridge Notes (exclusive of the $275,000 of original issue discount on the Bridg
• $6,000,000 — roceeds to the Company of not less than $6,000,000. Equity Conversion Effective April 9
• $911,384 — e April 9, 2024, the Investor converted $911,384 (the "Rollover Amount") which is equal
• $0.001 — ants with a per share exercise price of $0.001 per share (the "Prefunded Warrants") an
• $1.967 — ith a per share exercise price equal to $1.967. As of the date and time of the Amendme
• $1.966 — les) for the Company's common stock was $1.966. The number of Prefunded Warrants was

Filing Documents

• auddia_8k.htm (8-K) — 38KB
• auddia_ex1001.htm (EX-10.1) — 18KB
• 0001683168-24-002410.txt ( ) — 274KB
• auud-20240409.xsd (EX-101.SCH) — 3KB
• auud-20240409_def.xml (EX-101.DEF) — 26KB
• auud-20240409_lab.xml (EX-101.LAB) — 36KB
• auud-20240409_pre.xml (EX-101.PRE) — 25KB
• auddia_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Background As previously disclosed, in November 2022 and April 2023, Auddia Inc. (the "Company", "we" and "us") entered into secured bridge note ("Bridge Notes") financings with one accredited investor who is a significant existing stockholder of the Company. The Company received $2.75 million of gross proceeds in connection with the Bridge Note financings. The Bridge Notes are currently due. In connection with the issuance of the Bridge Notes, the Holder also holds 50,000 common stock warrants (1,250,000 warrants prior to adjustment for the recent 1-25 reverse stock split) ("Existing Warrants") with a current exercise price of $15.25 per share ($0.61 per share prior to adjustment for the recent 1-25 reverse stock split). Amendment and Waiver Agreement Relating to Prior Secured Bridge Note Financings On April 9, 2024, the Company and the investor entered into an Amendment and Waiver Agreement relating to the Bridge Notes. Principal Repayment The Company has agreed to pay $2.75 million in cash to the Investor in repayment of the principal of the Bridge Notes (exclusive of the $275,000 of original issue discount on the Bridge Notes) shortly after the closing by the Company of one or more equity financings with total gross proceeds to the Company of not less than $6,000,000. Equity Conversion Effective April 9, 2024, the Investor converted $911,384 (the "Rollover Amount") which is equal to the (i) unpaid accrued interest on the Bridge Notes plus (ii) the original issue discount ("OID") on the Bridge Notes, into equity securities of the Company (the "Rollover Securities"). The Rollover Securities consist of (i) 463,337 prefunded common stock warrants with a per share exercise price of $0.001 per share (the "Prefunded Warrants") and (ii) 463,337 non-prefunded warrants (the "Non-Prefunded Warrants") with a per share exercise price equal to $1.967. As of the date and time of the Amendment and Waiver Agree

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 Amendment and Waiver Relating to Senior Secured Bridge Notes dated April 9, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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. April 15, 2024 By: /s/ John Mahoney Name: John Mahoney Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR