What changed in this filing

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Item 9A. Controls and Procedures

2022-02-17 compared with 2021-03-31 · 608 added, 423 removed, 278 unchanged (79% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our management, with the participation of

our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined

Our management, with the participation of our

Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined

in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report.

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described below.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information

required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms;

and (ii) accumulated and communicated to management, including

our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the

control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,

if any, within a company have been detected.

Control Over Financial Reporting

preparation of our financial statements to meet the requirements of our IPO, we determined that material weaknesses in our internal

control over financial reporting existed during fiscal 2018 and remained unremediated as of December 31, 2020.

A material weakness

is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of a company’s annual and interim financial statements will not be detected or prevented on

a timely basis.

within the time periods specified in the SEC’s rules and forms;

and (ii) accumulated and communicated to management, including our

Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure.

that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control

system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within

a company have been detected.

Internal Control Over Financial Reporting

In preparation of our financial statements to

meet the requirements of our IPO, we determined that material weaknesses in our internal control over financial reporting existed during

fiscal 2018 and remained unremediated as of December 31, 2021.

A material weakness is a deficiency or combination of deficiencies in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual

and interim financial statements will not be detected or prevented on a timely basis.

The material weaknesses we identified are related

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weaknesses have been remediated.

has been actively engaged in remediating the above described material weaknesses.

The following remedial actions have been taken.

We added additional accounting resources with appropriate levels of experience, including a new Chief Financial Officer, and reallocated

responsibilities across the accounting organization to ensure that the appropriate level of knowledge and experience is applied

based on risk and complexity of transactions and tasks under review;

and strengthened our internal policies, processes and

reviews, including drafting of related documentation thereof.

Remediation Activities

Management has been actively engaged in remediating

the above described material weaknesses.

The following remedial actions have been taken during the year ended December 31, 2021:

continue to strengthen our internal policies, processes and reviews, including drafting of related documentation thereof;

engage outside consultants to ensure that appropriate level of knowledge and experience is applied based on risk and complexity of transactions and tasks under review

started internal control documentation along with engage outside consultants to assist in the design, implementation and documentation of internal controls to address the relevant risks

hired additional accounting resources with appropriate levels of experience, including a new Chief Financial Officer

The process of implementing an effective financial

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environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions

to address control deficiencies or modify certain of the remediation measures described above.

progress has been made to enhance our internal control over financial reporting, we are still in the process of implementing these

processes, procedures and controls.

Additional time is required to complete implementation and to assess and ensure the sustainability

of these procedures.

We believe the above actions will be effective in remediating the material weaknesses described above and

we will continue to devote significant time and attention to these remedial efforts.

However, the material weaknesses cannot be

considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded

that these controls are operating effectively.

Management’s Report on Internal

Control Over Financial Reporting

This Annual Report does not include a report

of management’s assessment regarding internal control over financial reporting or an attestation report of our independent

registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

As we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions to

address control deficiencies or modify certain of the remediation measures described above.

While progress has been made to enhance our internal

control over financial reporting, we are still in the process of implementing these processes, procedures and controls.

Additional time

is required to complete implementation and to assess and ensure the sustainability of these procedures.

We believe the above actions will

be effective in remediating the material weaknesses described above and we will continue to devote significant time and attention to these

remedial efforts.

However, the material weaknesses cannot be considered remediated until the applicable remedial controls operate for

a sufficient period of time and management has concluded that these controls are operating effectively.

Management’s Report on Internal Control

Over Financial Reporting

This Annual Report does not include a report of

management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered

public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control Over Financial

Other than the applicable remediation efforts

described in “Remediation of Previously Reported Material Weaknesses”

above, there have been no changes in our internal control

described in “Remediation of Previously Reported Material Weaknesses” above, there have been no changes in our internal control

over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal year ended December 31, 2021

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Executive officers and directors

Set forth below are the names, ages

and positions of our executive officers and directors as of March 31, 2021.

Set forth below are the names, ages and positions

of our executive officers and directors as of February 17, 2022.

Position(s) held

Served as a Director and/or Officer Since

Served as a Director

and/or Officer Since

Executive Officers

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Chief Technology Officer

Richard Liebman

Chief Financial Officer

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Stephen Deitsch

Director, Lead Independent Director

Executive officers

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at the Company.

This includes day-to-day involvement in working with senior management to establish the strategic vision of the

Company, prioritizing product launches, working with the CEO and CFO on the financial plans of the Company, and assisting the CEO

in recruitment and hiring of senior executives and the pursuit of business development activities.

It also includes leading efforts

to secure capital for the Company, building the board of directors and leading board meetings.

Thramann was the founder

and became the chairman of Lanx, LLC.

Lanx was an innovative medical device company focused on the spinal implant market and created

the interspinous process fusion space with the introduction of its patented Aspen product.

Lanx was sold to Biomet, Inc., an international

orthopedic conglomerate, in 2013.

This includes day-to-day involvement in working with senior management to establish the strategic vision of the Company,

prioritizing product launches, working with the CEO and CFO on the financial plans of the Company, and assisting the CEO in recruitment

and hiring of senior executives and the pursuit of business development activities.

It also includes leading efforts to secure capital

for the Company, building the board of directors and leading board meetings.

Thramann was the founder and became the chairman

of Lanx, LLC.

Lanx was an innovative medical device company focused on the spinal implant market and created the interspinous process

fusion space with the introduction of its patented Aspen product.

Lanx was sold to Biomet, Inc., an international orthopedic conglomerate,

Concurrent with Lanx, in 2006 Dr.

Thramann was also the founder and chairman of ProNerve, LLC.

ProNerve was a healthcare services company that provided monitoring of nerve function during high risk surgical procedures affecting

the brain and spinal cord.

ProNerve was sold to Waud Capital Partners, a private equity firm, in 2012.

Prior to ProNerve

and concurrent with Lanx, Dr.

ProNerve was a healthcare services

company that provided monitoring of nerve function during high risk surgical procedures affecting the brain and spinal cord.

was sold to Waud Capital Partners, a private equity firm, in 2012.

Prior to ProNerve and

concurrent with Lanx, Dr.

Thramann was the founder and chairman of U.S.

Radiosurgery (USR).

USR is a healthcare services company

that provides advanced radiosurgical treatments for tumors throughout the body.

USR became the largest provider of robotic guided

CyberKnife treatments of such tumors in the U.S.

USR is a healthcare services company that

provides advanced radiosurgical treatments for tumors throughout the body.

USR became the largest provider of robotic guided CyberKnife

treatments of such tumors in the U.S.

and was sold to Alliance Healthcare Services (Nasdaq;

AIQ) in 2011.

through 2008, Thramann was the founder and senior partner of Boulder Neurosurgical Associates, a neurosurgical practice serving

Boulder County, Colorado.

From 2001 through 2008, Thramann

was the founder and senior partner of Boulder Neurosurgical Associates, a neurosurgical practice serving Boulder County, Colorado.

Thramann is the named inventor on over 50 U.S.

and international issued and pending patents.

his neurosurgical residency and complex spinal reconstruction fellowship at the Barrow Neurological Institute in Phoenix, AZ, in

He is a graduate of Cornell University Medical College in New York City and earned a BS in electrical

engineering management at the U.

Military Academy in West Point, NY.

Lawless, Chief Executive Officer:

Lawless is a technology startup veteran having held key leadership positions in research

and development, engineering, product development and operations.

Prior to joining the Company in 2012, from 2009 to 2011 he was

one of the founding executives and Chief Operating Officer of Trada, Inc., a company engaged in the business of crowdsourced digital

ad campaign creation and management.

In addition to establishing the business operations and processes for Trada, he was responsible

for building and managing the product team and operating their internet advertising marketplace SaaS product.

He earned a BS in

Human Factors Engineering from the U.S.

Air Force Academy and his master’s degree in Experimental Psychology with an emphasis

on Human-Computer Interaction from The University of Dayton.

He completed his neurosurgical residency

and complex spinal reconstruction fellowship at the Barrow Neurological Institute in Phoenix, AZ, in 2001.

He is a graduate of Cornell

University Medical College in New York City and earned a BS in electrical engineering management at the U.

Military Academy in West

Michael Lawless,

Chief Executive Officer:

Lawless is a technology startup veteran having held key leadership positions in research and development,

engineering, product development and operations.

Prior to joining the Company in 2012, from 2009 to 2011 he was one of the founding executives

and Chief Operating Officer of Trada, Inc., a company engaged in the business of crowdsourced digital ad campaign creation and management.

In addition to establishing the business operations and processes for Trada, he was responsible for building and managing the product

team and operating their internet advertising marketplace SaaS product.

He earned a BS in Human Factors Engineering from the U.S.

Force Academy and his master’s degree in Experimental Psychology with an emphasis on Human-Computer Interaction from The University

Peter Shoebridge,

Chief Technology Officer:

Shoebridge joined the Company in 2013 and has over 35 years of professional experience in

the software development industry.

Shoebridge joined the Company in 2013 and has over 35 years of professional experience in the software

development industry.

He has been involved with internet related technologies since 1996.

From 2008 to 2012, he was

the CEO and co-founder of Blue Yonder Gaming, Corp., a casino gaming systems and gaming company.

Prior to Blue Yonder he was Vice

President of engineering at Sona Mobile, Inc and led the team that built the first wireless gaming system to receive federal regulatory

He also led the team that built the Sona Gaming System, a server-based gaming platform.

Shoebridge has worked in

many different technology sectors including the real-time financial industry, casino gaming including bingo systems, accounting

and automotive.

He was educated in London, England.

Liebman, Chief Financial Officer:

Liebman has over 25 years of financial management experience.

He has been the Chief

Financial Officer of two public companies, ServiceWare Technologies and Migo Software.

Since 2011, he has been an independent financial

and accounting consultant, in which role he has served as CFO for numerous private technology companies.

He has previously served

on the Board of Directors of two public companies, Vital Signs, Inc.

Earlier in his career, he was an Investment Banker

in the Corporate Finance groups of Oppenheimer & Co., and L.F.

Rothschild, Unterberg Towbin.

He received his M.B.A.

Business School and his undergraduate degree from Brown University.

From 2008 to 2012, he was the CEO and co-founder

of Blue Yonder Gaming, Corp., a casino gaming systems and gaming company.

Prior to Blue Yonder he was Vice President of engineering at

Sona Mobile, Inc and led the team that built the first wireless gaming system to receive federal regulatory approval.

He also led the

team that built the Sona Gaming System, a server-based gaming platform.

Shoebridge has worked in many different technology sectors

including the real-time financial industry, casino gaming including bingo systems, accounting and automotive.

He was educated in London,

Brian Hoff, Chief

Financial Officer:

Hoff has extensive experience in leading high growth accounting and finance teams.

From 2019 – 2021

he was Vice President, Controller at STACK Infrastructure, a leading provider of digital infrastructure to high growth companies.

to STACK, he was Corporate Controller from 2011 - 2019 at Coalfire, a leading provider cyber-security firm owned by The Carlyle Group

later to be acquired by Apax Partners.

He spent the majority of his tenure at Coalfire building out the accounting and finance functions

in a high growth environment, completing numerous acquisitions and helping grow the organization from 80 employees to over 700 employees.

He is a certified public accountant and earned a BS from The University of Colorado.

Non-employee directors

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privately held companies.

Deitsch currently serves as Chief Financial Officer of Paragon 28, Inc., a leading privately held global

orthopedics company.

Deitsch has served as Chief Financial Officer of Paragon 28, Inc.

FNA), a leading global orthopedics

From April 2017 to August 2019, Mr.

Deitsch served as Senior Vice President and Chief Financial Officer of BioScrip,

(formerly Nasdaq:

Deitsch served as Senior Vice President and Chief Financial Officer of BioScrip, Inc.

BIOS) which is now part of Option Care Health, Inc.

From August 2015 to April 2017, Mr.

Deitsch served as Executive Vice President, Chief Financial Officer and Corporate Secretary of Coalfire, Inc., a leading cyber-security

Deitsch served as the Chief Financial Officer of Biomet Spine, Bone Healing, and Microfixation from July 2014 to July 2015

and as Vice President Finance, Corporate Controller of Biomet, Inc.

Deitsch served

as Executive Vice President, Chief Financial Officer and Corporate Secretary of Coalfire, Inc., a leading cyber-security firm.

served as the Chief Financial Officer of Biomet Spine, Bone Healing, and Microfixation from July 2014 to July 2015 and as Vice

President Finance, Corporate Controller of Biomet, Inc.

from February 2014 to July 2014.

Deitsch was the Chief Financial

Officer of Lanx, Inc.

Deitsch was the Chief Financial Officer

of Lanx, Inc.

from September 2009 until it was acquired by Biomet in October 2013.

From 2002 to 2009, Mr.

Deitsch served

in various senior financial leadership roles at Zimmer Holdings, Inc.

Deitsch served in various

senior financial leadership roles at Zimmer Holdings, Inc.

(formerly NYSE:

ZMH and now part of Zimmer Biomet, Inc NYSE:

Deitsch has been a director of Green Sun Medical, a privately held medical device company, since October 2017.

has been a director of Green Sun Medical, a privately held medical device company, since October 2017.

Hanlon is the founder and has been Chief Executive Officer of The Vertere Group LLC since 2012, a boutique media

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Prior to 2012, he was founder and Managing Director of Mediabrands Velocite (Interpublic

Group), the innovation-centric partnership and strategic investment arm of Interpublic Group’s corporate media agency division Mediabrands,

where he was chiefly responsible for entrepreneurial innovation through proprietary relationships with more than a dozen innovative venture-backed

media/marketing startups.

Hanlon has over 20 years of, digital and “emerging”

media and marketing experience, including

Hanlon has over 20 years of, digital and “emerging” media and marketing experience, including

senior management positions at marketing promotions agency Frankel (Chicago, IL), regional advertising agency Creative Alliance (Louisville,

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Since 2005, Mr.

been the owner and CEO of Lakes Media LLC, a six station radio group operating in southern Virginia and northern North Carolina.

Birch has been

the owner and CEO of Lakes Media LLC, a six station radio group operating in southern Virginia and northern North Carolina.

since 2018 Mr.

Birch has also been a Director of Media Services Group, one of the nation’s largest brokers of radio stations, television

stations, broadcast towers and other broadcast-related entities.

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file these reports when due.

Based solely on a review of reports furnished

to us, or written representations from reporting persons, we believe all directors, executive officers, and 10% owners timely filed all

reports regarding transactions in our securities required to be filed to date in 2021 by Section 16(a) under the Exchange Act, except

that (i) each of Messrs.

Deitsch, Hanlon, Thramann, Lawless, Shoebridge, Liebman and Minicozzi filed a late Form 3, and (ii) Dr.

filed one late Form 4.

Based solely on a review

of reports furnished to us, or written representations from reporting persons, we believe all directors, executive officers, and 10% owners

timely filed all reports regarding transactions in our securities required to be filed to date in 2021 by Section 16(a) under the Exchange

Act, except that (i) each of Messrs.

Deitsch, Hanlon, Thramann, Lawless, Shoebridge, Liebman and Minicozzi filed a late Form 3, and (ii)

Thramann filed one late Form 4.

Election of Officers

Our executive officers are appointed by, and

serve at the discretion of, our board of directors.

There are no family relationships among any of our directors or executive officers.

Our executive officers

are appointed by, and serve at the discretion of, our board of directors.

There are no family relationships among any of our directors

or executive officers.

Composition of the Board of Directors

Our board of directors currently consists

of five members.

Three of our directors are independent within the meaning of the independent director guidelines of the Nasdaq Stock

Each director’s term continues until

the election and qualification of his successor, or his earlier death, resignation or removal.

Our restated certificate of incorporation

and restated bylaws authorize only our board of directors to fill vacancies on our board of directors.

Our board of directors

currently consists of five members.

Three of our directors are independent within the meaning of the independent director guidelines of

the Nasdaq Stock Market.

Each director’s

term continues until the election and qualification of his successor, or his earlier death, resignation or removal.

Our restated certificate

of incorporation and restated bylaws authorize only our board of directors to fill vacancies on our board of directors.

Board Leadership Structure and Role in

Risk Oversight

Our corporate governance

guidelines provide that unless the board chair is an independent director, the board shall appoint a Lead Independent Director.

Independent Director chairs the executive sessions of the independent directors, coordinates the activities of the other independent directors

and performs such other duties as deemed necessary by the board from time to time.

Because our Executive Chairman Dr.

Thramann is not

independent, the board has appointed Stephen Deitsch to serve as our Lead Independent Director.

Risk is inherent with

every business, and how well a business manages risk can ultimately determine its success.

We face a number of risks, including credit

risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk.

Management is responsible for the day-to-day

management of risks we face, while the board, as a whole and through its committees, has responsibility for the oversight of risk management.

In its risk oversight role, the board has the responsibility to satisfy itself that the risk management processes designed and implemented

by management are adequate and functioning as designed.

To do this, the board meets regularly with management to discuss strategy and

the risks we face.

In addition, the Audit Committee regularly monitors our enterprise risk, including financial risks, through reports

from management.

Senior management attends the board meetings and is available to address any questions or concerns raised by the board

on risk management and any other matters.

The Lead Independent Director and the independent board members work together to provide strong,

independent oversight of our management and affairs through the board’s standing committees and, when necessary, executive sessions

of the independent directors.

Director Independence

Under the rules of Nasdaq,

independent directors must comprise a majority of a listed company’s board of directors within a specified period following the

completion of its IPO.

In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s

audit, compensation and nominating and governance committees be independent.

Under the rules of Nasdaq, a director will only qualify as

an “independent director”

if, in the opinion of that company’s board of directors, that person does not have a relationship

an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship

that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Audit committee members must also satisfy

the independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered independent for purposes of Rule 10A-3,

a member of an audit committee of a listed company may not, other than in his capacity as a member of the audit committee, the board of

directors or any other board committee:

(i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the

listed company or any of its subsidiaries;

or (ii) be an affiliated person of the listed company or any of its subsidiaries.

satisfy the audit committee independence requirements of Rule 10A-3.

Additionally, compensation committee members must not have a relationship

with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation

committee member.

Our board of directors has undertaken a review

of the independence of each director and considered whether each director has a material relationship with us that could compromise his

ability to exercise independent judgment in carrying out his responsibilities.

As a result of this review, our board of directors determined

that all of our directors, except for Jeffrey Thramann and Michael Lawless, are “independent directors”

as defined under the

applicable rules and regulations of the Securities and Exchange Commission, or SEC, and the listing requirements and rules of Nasdaq.

In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard

to each director’s business and personal activities and relationships as they may relate to us and our management.

Audit committee members

must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

In order to be considered independent for

purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his capacity as a member of the audit

committee, the board of directors or any other board committee:

(i) accept, directly or indirectly, any consulting, advisory or other

compensatory fee from the listed company or any of its subsidiaries;

or (ii) be an affiliated person of the listed company or any of its

subsidiaries.

We currently satisfy the audit committee independence requirements of Rule 10A-3.

Additionally, compensation committee members

must not have a relationship with us that is material to the director’s ability to be independent from management in connection

with the duties of a compensation committee member.

Our board of directors

has undertaken a review of the independence of each director and considered whether each director has a material relationship with us

that could compromise his ability to exercise independent judgment in carrying out his responsibilities.

As a result of this review, our

board of directors determined that all of our directors, except for Jeffrey Thramann and Michael Lawless, are “independent directors”

as defined under the applicable rules and regulations of the Securities and Exchange Commission, or SEC, and the listing requirements

and rules of Nasdaq.

In making these determinations, our board of directors reviewed and discussed information provided by the directors

and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Committees of the Board of Directors

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has an audit committee, a compensation committee and a nominating and governance committee, each of which have the composition and responsibilities

described below following the completion of our IPO.

described below.

Each of the below committees has a written charter approved by our board of directors.

Following completion of our IPO, copies of each charter were posted on the investor relations section of our website.

Members will serve

on these committees until their resignation or until otherwise determined by our board of directors.

Copies of each charter are posted

on the investor relations section of our website.

Members will serve on these committees until their resignation or until otherwise determined

by our board of directors.

Audit Committee

Our audit committee

is comprised of Stephen Deitsch, Thomas Birch, and Timothy J.

Our audit committee is

comprised of Stephen Deitsch, Thomas Birch, and Timothy J.

Hanlon, with Stephen Deitsch as the chairman of our audit committee.

The composition of our audit committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations.

Each member of our audit committee is financially literate.

In addition, our board of directors has determined that Stephen Deitsch

is an “audit committee financial expert”

as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities

This designation does not impose on Mr.

Deitsch any duties, obligations or liabilities that are greater than are generally

imposed on members of our audit committee and our board of directors.

Our audit committee is directly responsible for, among other

The composition

of our audit committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations.

Each member of

our audit committee is financially literate.

In addition, our board of directors has determined that Stephen Deitsch is an “audit

committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act.

This designation

does not impose on Mr.

Deitsch any duties, obligations or liabilities that are greater than are generally imposed on members of our audit

committee and our board of directors.

Our audit committee is directly responsible for, among other things:

selecting and hiring our independent registered public accounting firm;

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Compensation Committee

Our compensation

committee is comprised of Timothy J.

Our compensation committee

is comprised of Timothy J.

Hanlon, Thomas Birch, and Stephen Deitsch, with Timothy J.

Hanlon as the chairman of our compensation

Each member of our compensation committee is a non-employee director, as defined by Rule 16b-3 promulgated under the

Exchange Act and meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations.

Our compensation committee is responsible for, among other things:

Hanlon as the chairman of our compensation committee.

Each member of our compensation committee is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act and

meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations.

Our compensation committee

is responsible for, among other things:

evaluating, recommending, approving and reviewing executive officer compensation arrangements, plans, policies and programs;

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Nominating and Governance Committee

Our nominating and governance committee is

comprised of Thomas Birch, Stephen Deitsch, and Timothy J.

Hanlon, with Thomas Birch as the chairman of our nominating and governance committee.

Each member of our nominating and governance committee meets the requirements for independence under the current Nasdaq listing standards.

Our nominating and governance

committee is comprised of Thomas Birch, Stephen Deitsch, and Timothy J.

Hanlon, with Thomas Birch as the chairman of our nominating and

governance committee.

Each member of our nominating and governance committee meets the requirements for independence under the current

Nasdaq listing standards.

Our nominating and governance committee is responsible for, among other things:

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advising our board of directors on other corporate governance matters.

Compensation Committee Interlocks and

Insider Participation

None of the current members of our compensation

committee has at any time been one of our officers or employees.

None of our executive officers has served as a member of the board of

directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on

our board of directors or compensation committee during the year ended December 31, 2020.

Consideration of Director Nominees

Director Qualifications

There are no specific

minimum qualifications that the Board requires to be met by a director nominee recommended for a position on our board, nor are there

any specific qualities or skills that are necessary for one or more members of our board to possess, other than as are necessary to meet

the requirements of the rules and regulations applicable to us.

The Nominating and Governance Committee considers a potential director

candidate’s experience, areas of expertise and other factors relative to the overall composition of our board and its committees,

including the following characteristics:

experience, judgment, commitment (including having sufficient time to devote to the Company),

skills, diversity and expertise appropriate for the Company.

In assessing potential directors, the Nominating and Governance Committee

may consider the current needs of the board and the Company to maintain a balance of knowledge, experience and capability in various areas.

Stockholder Nominations

In accordance with our

bylaws, a stockholder wishing to nominate a director for election at an annual meeting of stockholders must timely submit a written proposal

of nomination to us at our executive offices.

To be timely, a written proposal of nomination for an annual meeting of stockholders must

be received at least 90 calendar days but no more than 120 calendar days before the first anniversary of the date on which we held our

annual meeting of stockholders in the immediately preceding year;

provided , however , that in the event that the

date of the annual meeting is advanced or delayed more than 30 calendar days from the anniversary of the annual meeting of stockholders

in the immediately preceding year, the written proposal must be received:

(i) at least 90 calendar days but no more than 120 calendar

days prior to the date of the annual meeting;

or (ii) no more than 10 days after the date we first publicly announce the date of the annual

Each written proposal

for a nominee must contain:

(1) the name, age, business address and residence address of such nominee, (2) the principal occupation or

employment of such nominee, (3) the class and number of shares of each class of capital stock of the Company which are owned of record

and beneficially by such nominee, (4) the date or dates on which such shares were acquired and the investment intent of such acquisition,

(5) a statement whether such nominee, if elected, intends to tender, promptly following such person's failure to receive the required

vote for election or reelection at the next meeting at which such person would face election or re-election, an irrevocable resignation

effective upon acceptance of such resignation by the board, and (6) such other information concerning such nominee as would be required

to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if

an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the 1934 Act and the rules

and regulations promulgated thereunder (including such person’s written consent to being named as a nominee and to serving as a

director if elected).

A stockholder interested

in submitting a nominee for election to the board should refer to our bylaws for additional requirements.

Upon receipt of a written proposal

of nomination meeting these requirements, the Nominating and Governance Committee of the Board will evaluate the nominee in accordance

with its charter and the characteristics listed above.

Evaluating Nominees for Director

Our Nominating and Corporate

Governance Committee considers director candidates that are suggested by members of the committee, other members of our Board, members

of management, advisors and our stockholders who submit recommendations in accordance with the requirements set forth in our Bylaws, as

described above.

Our Board has in the past engaged a third-party search firm to identify potential candidates for consideration by the

Nominating and Governance Committee and election to our Board.

The Nominating and Corporate Governance Committee may, in the future, retain

third-party search firms to identify Board candidates on terms and conditions acceptable to the Nominating and Corporate Governance Committee

to assist in the process of identifying or evaluating director candidates.

The Nominating and Corporate Governance Committee evaluates

all nominees for director using the same approach whether they are recommended by stockholders or other sources.

The Nominating and Corporate

Governance Committee reviews candidates for director nominees in the context of the current composition of our Board and committees, the

operating requirements of the Company and the long-term interests of our stockholders.

In conducting this assessment, the Nominating and

Corporate Governance Committee considers the director nominee’s qualifications, diversity, skills and such other factors as it deems

appropriate given the current needs of the Board, the committees and the Company, to maintain a balance of knowledge, experience, diversity

and capability.

In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee

reviews such directors’ overall service to the Board, the committees and the Company during their term, including the number of

meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such

directors’ independence.

In the case of new director candidates, the Nominating and Corporate Governance Committee will also determine

whether the nominee must be independent for Nasdaq purposes, which determination will be based upon applicable Nasdaq listing standards

and applicable SEC rules and regulations.

Although we do not have a formal diversity policy, when considering diversity in evaluating

director nominees, the Nominating and Corporate Governance Committee focuses on whether the nominees can contribute varied perspectives,

skills, experiences and expertise to the Board.

The Nominating and Corporate

Governance Committee will evaluate the proposed director’s candidacy, including proposed candidates recommended by stockholders,

and recommend whether the Board should nominate the proposed director candidate for election by our stockholders.

Stockholder Communications with the Board

Any stockholder or interested

party who desires to contact our board, or specific members of our board, may do so electronically by sending an email to our CFO at the

following address:

bhoff@auddia.com.

Alternatively, a stockholder may contact our board, or specific members of our board, by writing

Auddia Inc., 2100 Central Avenue, Suite 200, Boulder, Colorado 80301, Attn:

All such communications will be initially received

and processed by the office of our CFO.

Communications concerning accounting, audit, internal accounting controls and other financial

matters will be referred to the Chair of the Audit Committee.

Other matters will be referred to the board, the non-employee directors

or individual directors, as appropriate.

The board has instructed

the CFO to review all communications so received and to exercise his discretion not to forward to the board correspondence that is inappropriate

such as business solicitations, frivolous communications and advertising, routine business matters and personal grievances.

director may at any time request the CFO to forward any and all communications received by the CFO but not forwarded to the directors.

Compensation Committee Interlocks and Insider

Participation

None of the current members

of our compensation committee has at any time been one of our officers or employees.

None of our executive officers has served as a member

of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers

who served on our board of directors or compensation committee during the year ended December 31, 2021.

Code of Business Conduct and Ethics

Following our IPO, our

board of directors adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including

our Chief Executive Officer and other executive and senior officers.

The full text of our code of business conduct and ethics is posted

on the investor relations section of our website.

The reference to our website address in this Annual Report on Form 10-K does not include

or incorporate by reference the information on our website into this Annual Report on Form 10-K.

We intend to disclose future amendments

to certain provisions of our code of business conduct and ethics, or waivers of these provisions, on our website or in public filings

to the extent required by the applicable rules.

Our board of directors

has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive

Officer and other executive and senior officers.

The full text of our code of business conduct and ethics is posted on the investor relations

section of our website.

The reference to our website address in this Annual Report on Form 10-K does not include or incorporate by reference

the information on our website into this Annual Report on Form 10-K.

We intend to disclose future amendments to certain provisions of

our code of business conduct and ethics, or waivers of these provisions, on our website or in public filings to the extent required by

the applicable rules.

Number of Meetings

The board held a total of seven meetings in 2021.

Our Audit Committee

held five meetings, our Compensation Committee held two meetings, and our Nominating and Governance Committee did not meet in 2021.

director attended at least 75% of the aggregate of the total number of meetings of the board and the board committees on which he served.

Board Member Attendance at Annual Stockholder Meetings

Although we do not have a formal policy regarding director attendance

at annual stockholder meetings, directors are encouraged to attend these annual meetings absent extenuating circumstances.

hold an annual meeting during 2021.

Non-Employee Director Compensation

Our non-employee directors began serving on

our board following our February 2021 IPO.

Accordingly, our current non-employee directors did not receive any cash

or equity compensation from the Company for the year ended December 31, 2020.

Our non-employee directors

began serving on our board following our February 2021 IPO.

Accordingly, our current non-employee directors did not receive any cash or

equity compensation from the Company for the year ended December 31, 2020.

Our Executive Chairman, Dr.

Thramann, and our President

and Chief Executive Officer, Mr.

Thramann, and our President and

Chief Executive Officer, Mr.

Lawless, do not receive compensation for their services as a director.

Following our February 2021 IPO, our board of directors approved compensation for our non-employee directors.

Our non-employee directors will receive annual

cash compensation of $25,000 for service on the board, and additional cash compensation for the chairperson members as set forth below.

Our board of directors

approved the following compensation for our non-employee directors in 2021.

Our non-employee directors will receive annual cash compensation

of (i) $25,000 for service on the board (ii) $20,000 for service as the Audit Committee chair, and (iii) $10,000 for Nominating and Governance

Committee chair.

All cash payments will be made quarterly in arrears, and pro-rated for any partial quarters of service.

Audit Committee Chair:

Compensation Committee Chair:

Nominating and Governance Committee Chair:

We expect that our non-employee directors

will also receive equity grants under our 2021 Equity Incentive Plan as compensation for their board service.

The board has not yet determined

the amount or timing for any initial equity grants to our non-employee directors.

The following Director

Compensation Table summarizes the compensation of each of our non-employee directors for services rendered to us during the year ended

December 31, 2021:

Fees Earned or Paid in Cash ($)

Option Awards

All Other Compensation

Stephen Deitsch

Represents the grant date fair value of RSU awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements included in this Annual Report on Form 10-K.

In August 2021, we issued

91,500 restricted stock units to each of our non-employee directors under our 2021 Equity Incentive Plan as compensation for their board

Executive Compensation

Executive Compensation Overview

As an “emerging

growth company,”

we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting

companies,”

as such term is defined in the rules promulgated under the Securities Act.

As an “emerging

growth company,” we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting

companies,” as such term is defined in the rules promulgated under the Securities Act.

This section provides

an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer

during our fiscal year 2020, and our next two most highly compensated executive officers in respect of their service to our company

for fiscal year 2020.

Our named executive officers, or the Named Executive Officers, for the year ended December 31, 2020,

an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during

our fiscal year 2021, and our next two most highly compensated executive officers in respect of their service to our company for fiscal

Our named executive officers, or the Named Executive Officers, for the year ended December 31, 2021, are:

Jeffrey Thramann, our Executive Chairman;

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Table Year Ended December 31, 2021

The following table contains information about the compensation

paid to or earned by each of our Named Executive Officers during the two most recently completed fiscal years.

Name and Principal Position

Jeffrey Thramann - Executive Chairman (1)

Michael Lawless - Chief Executive Officer

Peter Shoebridge - Chief Technology Officer

________________________

The following table contains

information about the compensation paid to or earned by each of our Named Executive Officers during the two most recently completed fiscal

Principal Position

Jeffrey Thramann

Executive Chairman (1)

Michael Lawless

Chief Executive Officer

Peter Shoebridge

Chief Technology Officer

Beginning after the Company’s IPO, Dr.

Thramann earns an annual salary of $300,000.

liquidity constraints, most of Dr.

Thramman’s salary payments were deferred during the past several years.

He was only paid

cash compensation of $19,760 in 2020, and $24,000 in 2019.

During 2020, Dr.

Thramann earned a salary of $165,000.

Due to liquidity constraints, most of Dr.

Thramann’s salary payments for 2020 and prior years were deferred.

He was only paid cash compensation of $19,760 in 2020 while 145,240 was deferred.

The total deferred amount owed to Dr.

Thramann was approximately $631,000, and is included in

our financial statements as a portion of “Accrued fees to a related party”.

The Company paid this deferred compensation

in early 2021.

Represents healthcare insurance premiums paid by the Company

on behalf of the Named Executive Officers

Equity Awards at December 31, 2020

The following table sets forth information regarding outstanding

equity awards held by our Named Executive Officers as of December 31, 2020.

Thramann from 2020 and prior years was approximately $661,000 at the time of our February 2021 IPO, and was included in our financial statements as a portion of “Accrued fees to a related party”.

The Company paid this deferred compensation in early 2021.

The “Bonus” column represents discretionary bonuses earned pursuant to our annual incentive bonus program.

Under the terms of their respective employment agreements, Mr.

Lawless and Mr.

Shoebridge is each eligible to receive a bonus based on the achievement of certain business goals set by our Board on an annual basis.

The target annual bonuses for Mr.

Lawless and Mr.

Shoebridge, expressed as a percentage of their base salary, is 50%.

Represents the grant date fair value of RSU and stock option awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

For information regarding assumptions underlying the valuation of equity awards, see Note 9 to our consolidated financial statements included in this Annual Report on Form 10-K.

Outstanding Equity

Awards at December 31, 2021

The following table sets forth information regarding outstanding equity

awards held by our Named Executive Officers as of December 31, 2021.

Option Awards

Exercisable(1)(2)

3 unchanged sentences

Peter Shoebridge

Each equity award is subject to the terms of our 2013 Plan.

(1) Each equity award is subject to the terms

of our 2021 or 2013 Equity Incentive Plan.

(2) August 11, 2021 issuance represents option

awards that vest 25% upon grant date, 25% on February 16, 2023, 25% on February 16, 2024 and 25% on February 16, 2025.

(3) Represents RSU awards that vest 50% on

February 17, 2022, 25% on February 16, 2023, and 25% on February 16, 2024.

(4) Based on the closing price of a share

of the Company’s common stock on the Nasdaq Capital Market of $1.78.

Employment Arrangement with Dr.

Thramann earns

an annual salary of $200,000 for his service as our Executive Chairman.

Commencing after our

February 2021 IPO, Dr.

Thramann earns an annual salary of $300,000 for his service as our Executive Chairman.

Employment Agreement with Mr.

On February 6,

On October 13, 2021,

we entered into an employment agreement with Mr.

The employment agreement provided for an initial annual base salary

of $180,000 as well as an entitlement to an annual incentive bonus, upon certain conditions, in an amount determined by our board

of directors.

Agreement with Mr.

On April 1, 2014,

Lawless, which supersedes and replaces a prior employment agreement dated February 6,

The employment agreement provides for an initial annual base salary of $260,000 as well as an entitlement to an annual incentive

bonus, upon certain conditions, in an amount determined by our board of directors.

The target annual bonus for Mr.

Lawless, expressed

as a percentage of base salary, is 50%.

If the Company terminates

Lawless’s employment without cause or Mr.

Lawless terminates for good reason, he is entitled to receive nine months of base

salary, (ii) up to nine months of paid health insurance under COBRA, and (iii) any earned but unpaid bonus for a prior completed fiscal

In addition, in the event of a change of control and a subsequent termination of Mr.

Lawless’ employment without cause, the

Company will accelerate the vesting of all of unvested stock options as of the later of the effective date of the change in control and

the last day of service.

Employment Agreement

On October 13, 2021,

we entered into an employment agreement with Mr.

The employment agreement provided for an initial annual base salary

of $170,000 as well as an entitlement, upon certain conditions to an annual incentive bonus in an amount determined by our board

of directors.

The employment agreement is terminable by either part at will.

In connection with the employment agreement, Mr.

Shoebridge was issued options to purchase 75,068 shares of common stock.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following

table sets forth information regarding the beneficial ownership of our common stock as of March 26, 2021 by (i) each person who

beneficially owned more than 5% of our outstanding shares of common stock, (ii) each director, (iii) each Named Executive Officer

and (iv) all of our directors and executive officers as a group.

Unless otherwise indicated, the address of each executive officer

and director is c/o Auddia, 5755 Central Ave., Suite C, Boulder, CO 80301.

The number of

shares of common stock “beneficially owned”

by each stockholder is determined under rules issued by the SEC regarding

the beneficial ownership of securities.

Shoebridge, which supersedes and replaces a prior employment agreement dated April 1,

The employment agreement provides for an initial annual base salary of $225,000 as well as an entitlement to an annual incentive

bonus, upon certain conditions, in an amount determined by our board of directors.

The target annual bonus for Mr.

Shoebridge, expressed

as a percentage of base salary, is 50%.

If the Company terminates

Shoebridge’s employment without cause or Mr.

Shoebridge terminates for good reason, he is entitled to receive nine months of

base salary, (ii) up to nine months of paid health insurance under COBRA, and (iii) any earned but unpaid bonus for a prior completed

In addition, in the event of a change of control and a subsequent termination of Mr.

Shoebridge’s employment without

cause, the Company will accelerate the vesting of all of unvested stock options as of the later of the effective date of the change in

control and the last day of service.

Employment Agreement with Mr.

On October 13, 2021,

we entered into an employment agreement with Mr.

The employment agreement provides for an initial annual base salary of $220,000

as well as an entitlement to an annual incentive bonus, upon certain conditions, in an amount determined by our board of directors.

target annual bonus for Mr.

Hoff, expressed as a percentage of base salary, is 50%.

If the Company terminates

Hoff’s employment without cause or Mr.

Hoff terminates for good reason, he is entitled to receive six months of base salary,

(ii) up to six months of paid health insurance under COBRA, and (iii) any earned but unpaid bonus for a prior completed fiscal year.

addition, in the event of a change of control and a subsequent termination of Mr.

Hoff’s employment without cause, the Company will

accelerate the vesting of all of unvested stock options as of the later of the effective date of the change in control and the last day

Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters

The following table sets

forth information regarding the beneficial ownership of our common stock as of February 17, 2022 by (i) each person who beneficially owned

more than 5% of our outstanding shares of common stock, (ii) each director, (iii) each Named Executive Officer and (iv) all of our directors

and executive officers as a group.

Unless otherwise indicated, the address of each executive officer and director is c/o Auddia, 2100

Central Avenue, Suite 200, Boulder, CO 80301.

The number of shares

of common stock “beneficially owned” by each stockholder is determined under rules issued by the SEC regarding the beneficial

ownership of securities.

This information is not necessarily indicative of beneficial ownership for any other purpose.

Under these rules, beneficial ownership of shares of our common stock includes (1) any shares as to which the person or entity

has sole or shared voting power or investment power, and (2) any shares as to which the person or entity has the right to acquire

beneficial ownership within 60 days after March 26, 2021.

The calculations

set forth below are based upon 11,291,829 shares of common stock outstanding at March 26, 2021.

Unless otherwise

indicated below, and subject to community property laws where applicable, to our knowledge, all persons named in the table have

sole voting and investment power with respect to their shares of common stock.

Under these rules,

beneficial ownership of shares of our common stock includes (1) any shares as to which the person or entity has sole or shared voting

power or investment power, and (2) any shares as to which the person or entity has the right to acquire beneficial ownership within 60

days after February 17, 2022.

The calculations set

forth below are based upon 12,416,520 shares of common stock outstanding at February 17, 2022.

Unless otherwise indicated

below, and subject to community property laws where applicable, to our knowledge, all persons named in the table have sole voting and

investment power with respect to their shares of common stock.

Name of Beneficial Owner

9 unchanged sentences

Stephen Deitsch (5)

Thomas Birch (5)

All directors and executive officers as a group (7 persons)

1 unchanged sentence

Thramann is also a director of the Company.

Includes (i) 712,652

shares of common stock owned immediately following the corporate conversion, (ii) 969,000 shares of common stock purchased in the IPO,

(iii) 134,136 shares of common stock underlying warrants exercisable within 60 days of March 26, 2021, and (iv) 969,000 shares of

common stock underlying Series A warrants purchased in the IPO and exercisable within 60 days of March 26,

Includes (i) 1,750,450 shares of common stock owned immediately following the corporate conversion, and (ii) 62,495 shares of common stock underlying warrants exercisable within 60 days of March 26, 2021.

Includes (i) 18,501 shares of common stock owned immediately following the corporate conversion, and (ii) 127,653 shares of common stock underlying stock options exercisable within 60 days of March 26, 2021.

Includes 43,597 shares of common stock underlying stock options

exercisable within 60 days of March 26, 2021.

Includes (i) 712,652 shares of common stock owned immediately following the corporate conversion, (ii) 969,000 shares of common stock purchased in the IPO, (iii) 134,136 shares of common stock underlying warrants exercisable within 60 days of March 26, 2021, (iv) 969,000 shares of common stock underlying Series A warrants purchased in the IPO and exercisable within 60 days of February 17, 2022, and (v) 75,000 restricted stock units granted under the 2021 equity incentive plan and vested within 60 days of February 17, 2022.

Includes (i) 18,501 shares of common stock owned immediately following the corporate conversion, and (ii) 344,146 shares of common stock underlying stock options exercisable within 60 days of February 16, 2021.

Includes 171,799 shares of common stock underlying stock options exercisable within 60 days of February 17, 2022.

Includes 22,875 shares of common stock underlying restricted stock units vested within 60 days of February 17, 2022.

Certain Relationships and Related Party Transactions and Director Independence

4 unchanged sentences

Compensation arrangements

for our named executive officers and our directors are described elsewhere in this Annual Report under “Director Compensation”

and “Executive Compensation.”

The Company has a line-of-credit with a bank.

Prior to the Company’s IPO, the available principal balance under the line-of-credit was $6,000,000.

The line-of-credit was collateralized

by all assets of the Company as well as certain cash assets of two shareholders in control accounts at the lender, Richard Minicozzi,

who beneficially owns approximately 16% of our outstanding common stock, and Jeffrey Thramann, our Executive Chairman.

Minicozzi’s

control account had a balance of $2,000,000 and Dr.

Thramann’s control account had a balance of $4,000,000.

Thramann also personally

guaranteed the full amount of the loan.

The outstanding balance on the line-of-credit at December 31, 2020 was $6,000,000.

Following the

closing of our IPO, the Company used $4,000,000 of the proceeds to repay $4,000,000 to the bank.

The maximum outstanding amount of the

line-of-credit was then reduced to $2,000,000.

for our named executive officers, executive officers and our directors are described elsewhere in this Annual Report under “Director

Compensation” and “Executive Compensation.”

The Company previously had a line of credit with

Prior to the Company’s IPO, the available principal balance under the line of credit was $6,000,000.

The line of credit

was collateralized by all assets of the Company as well as certain cash assets of two shareholders in control accounts at the lender,

Richard Minicozzi, who beneficially owns approximately 14% of our outstanding common stock, and Jeffrey Thramann, our Executive Chairman.

Minicozzi’s control account had a balance of $2,000,000 and Dr.

Thramann’s control account had a balance of $4,000,000.

Thramann also personally guaranteed the full amount of the loan.

The outstanding balance on the line of credit at December 31, 2020

was $6,000,000.

Following the closing of our IPO, the Company used $4,000,000 of the proceeds to repay $4,000,000 to the bank.

outstanding amount of the line of credit was then reduced to $2,000,000.

The bank has released the control accounts of Mr.

Minicozzi and Dr.

no longer personally guarantees the line-of-credit.

Minicozzi and

Thramann no longer personally guarantees the line of credit.

In July 2021, we paid the remaining outstanding $2.0 million

out of our restricted cash and terminated our line of credit

The fees paid by the Company to Mr.

12 unchanged sentences

During 2017 and 2018,

the Company entered into notes payable (the "Notes") with Dr.

Thramann for $330,000 and $100,000, respectively, $60,000 of the

35 unchanged sentences

IPO at the per unit public offering price of $4.125.

Thramann earns an annual salary of $200,000.

Due to liquidity constraints, most of Dr.

Thramman’s salary payments were deferred during the past several years.

He was only paid

cash compensation of $19,760 in 2020, and $24,000 in 2019.

Beginning after our February 2021 IPO, Dr.

Thramann earns an annual

salary of $300,000.

During 2020, Dr.

Thramann earned a salary of $165,000.

[Correct???] Due to liquidity constraints, most of Dr.

salary payments for 2020 and prior years were deferred.

He was only paid cash compensation of $19,760 in 2020 while 145,240 was deferred.

The total deferred amount owed to Dr.

Thramann was approximately $631,000,

and is included in our financial statements as “Accrued fees to a related party”.

The Company paid this deferred compensation

Thramann in early 2021

Thramann has participated as an investor

in multiple private placements of the Company’s securities.

Thramann from 2020 and prior years was approximately $661,000 at the time of our February 2021 IPO

and was included in our financial statements as a portion of “Accrued fees to a related party”.

The Company paid this deferred

compensation in early 2021

Thramann has participated as an investor in

multiple private placements of the Company’s securities.

The terms of Dr.

Thramann’s participation in these private

placements were the same as were made available to other investors participating in these transactions.

Thramann’s participation in these private placements

were the same as were made available to other investors participating in these transactions.

During 2020, Dr.

purchased an aggregate of $36,149 of our convertible notes.

As described in Note 11 to our financial statements, these convertible

notes converted into shares of common stock in connection with our February 2021 IPO.

Stock option grants to executive

We have granted stock options to our

Named Executive Officers as more fully described in the section entitled “Executive Compensation.”

Thramann purchased an aggregate

of $36,149 of our convertible notes.

As described in Note 6 to our financial statements, these convertible notes converted into shares

of common stock in connection with our February 2021 IPO.

Principal Accountant Fees and Services

The firm of Daszkal

Bolton LLP, independent registered public accounting firm, has been selected by the audit committee as auditors for Auddia for

the fiscal years ending December 31, 2020 and December 31, 2019.

Daszkal Bolton LLP has served as the independent registered public

accounting firm for Auddia since 2019.

The audit committee

is solely responsible for selecting Auddia’s independent registered public accounting firm and has appointed Daszkal Bolton

LLP as auditors for Auddia for the fiscal year ending December 31, 2020.

Stockholder approval is not required to appoint Daszkal

Bolton LLP as Auddia’s independent registered public accounting firm.

The firm of Daszkal Bolton

LLP, independent registered public accounting firm, has been selected by the audit committee as auditors for Auddia for the fiscal years

ending December 31, 2021 and December 31, 2020.

Daszkal Bolton LLP has served as the independent registered public accounting firm for

Auddia since 2019.

The audit committee is

solely responsible for selecting Auddia’s independent registered public accounting firm and has appointed Daszkal Bolton LLP as

auditors for Auddia for the fiscal year ending December 31, 2021.

Stockholder approval is not required to appoint Daszkal Bolton LLP as

Auddia’s independent registered public accounting firm.

Independent Registered Public Accounting

The following is a summary and description

of fees incurred by Daszkal Bolton LLP for the fiscal year ended December 31, 2020 and fees incurred by Plante & Moran PLLC

and paid during the fiscal year ended December 31, 2019.

of fees incurred by Daszkal Bolton LLP for the fiscal year ended December 31, 2021 and 2020:

Audit fees (1)

1 unchanged sentence

________________________

(1) Audit fees

consist of fees for the audit of our annual financial statements, the review of our interim financial statements,

(2) Consists of

services provided in connection with the registration statement for the IPO of our common stock, which was

completed in February 2021.

Audit Committee Pre-approval Policy

and Procedures

Our audit committee

has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our

independent registered public accounting firm.

This policy provides that we will not engage our independent registered public accounting

firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee or the

engagement is entered into pursuant to the pre-approval procedure described below.

From time to time,

our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered

public accounting firm during the next 12 months.

Any such pre-approval details the particular service or type of services to be

provided and is also generally subject to a maximum dollar amount.

(1) Audit fees consist

of fees for the audit of our annual financial statements, the review of our interim financial statements,

(2) Consists of services

provided in connection with the registration statement for the IPO of our common stock, which was completed in February 2021.

Audit Committee Pre-approval Policy and

Our audit committee has

adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent

registered public accounting firm.

This policy provides that we will not engage our independent registered public accounting firm to render

audit or non-audit services unless the service is specifically approved in advance by our audit committee or the engagement is entered

into pursuant to the pre-approval procedure described below.

From time to time, our

audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public

accounting firm during the next 12 months.

Any such pre-approval details the particular service or type of services to be provided and

is also generally subject to a maximum dollar amount.

Exhibits and Financial Statement Schedules

Financial Statements

For a list of

the financial statements included herein, see Index to the Financial Statements on page 32 of this Annual Report,

incorporated into this Item by reference.

For a list of the financial

statements included herein, see Index to the Financial Statements on page 37 of this Annual Report, incorporated into this Item by reference.

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.

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.

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.

listed in the Exhibit Index are incorporated by reference herein.

Incorporated by

reference from

of Plan of Conversion

The exhibits listed

in the Exhibit Index are incorporated by reference herein.

Description of Document

Incorporated by reference from

Form of Plan of Conversion

Certificate of Incorporation of the Company

Bylaws of the Company

of Warrant after Conversion from an LLC to a Corporation

of Series A Warrant

of Common Stock Certificate

of Representative’s Common Stock Purchase Warrant

Form of Warrant after Conversion from an LLC to a Corporation

Form of Series A Warrant

Form of Common Stock Certificate

Form of Representative’s Common Stock Purchase Warrant

Description of Securities

Agreement of Michael T.

Agreement of Peter Shoebridge

Employment Agreement of Michael T.

Employment Agreement of Peter Shoebridge

Form of Auddia Inc.

2020 Equity Incentive Plan

and Security Agreement with Related Party (Minnicozzi)

of Amendment to Collateral and Security Agreement with Related Party

of Convertible Promissory Note

Loan Agreement and Guaranty of Related Party with Bank of the West

with Major United States Broadcast Company

of Bridge Note

of Warrant Agent Agreement

to Bridge Note

Collateral and Security Agreement with Related Party (Minicozzi)

Form of Amendment to Collateral and Security Agreement with Related Party

Form of Convertible Promissory Note

Business Loan Agreement and Guaranty of Related Party with Bank of the West

Agreement with Major United States Broadcast Company

Form of Bridge Note

Form of Warrant Agent Agreement

Amendment to Bridge Note

Amended Business Loan Agreement with Bank of the West

First Amendment to 2020 Equity Incentive Plan

Form of Stock Option Grant Notice and Stock Option Agreement under 2020 Equity Incentive Plan

Description of Document

Incorporated by reference from

Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan

Form of Inducement Stock Option Grant Notice and Inducement Stock Option Agreement

Clip Interactive, LLC 2013 Equity Incentive Plan

Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan

Executive Officer Employment Agreement for Michael Lawless dated October 13, 2021

Executive Officer Employment Agreement for Peter Shoebridge dated October 13, 2021

Executive Officer Employment Agreement for Brian Hoff dated October 13, 2021

Consent of Daszkal Bolton LLP, Independent Registered Public Accounting Firm

Power of Attorney (Included on Signature Page)

Section 302 Certification by the

Corporation’s Chief Executive Officer

Section 302 Certification by the

Corporation’s Chief Financial Officer

Section 906 Certification by the

Corporation’s Chief Executive Officer

Section 906 Certification by the

Corporation’s Chief Financial Officer

XBRL Instance Document

XBRL Schema Document

XBRL Calculation

Linkbase Document

XBRL Definition Linkbase

XBRL Label Linkbase

XBRL Presentation

Linkbase Document

Section 302 Certification by the Corporation’s Chief Executive Officer

Section 302 Certification by the Corporation’s Chief Financial Officer

Section 906 Certification by the Corporation’s Chief Executive Officer

Section 906 Certification by the Corporation’s Chief Financial Officer

Inline 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)

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover 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

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

Form 10-K Summary

The Company has elected not to include summary information.

Pursuant to the

requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

/s/ Michael Lawless

1 unchanged sentence

President, Chief Executive Officer and Director

/s/ Richard Liebman

Richard Liebman

/s/ Brian Hoff

Chief Financial Officer

March 31, 2021

KNOW ALL PERSONS

BY THESE PRESENTS, that each person whose individual signature appears below hereby authorizes and appoints each of Michael Lawless

and Richard Liebman, with full power of substitution and re-substitution and full power to act without the other, as his or her

true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf

of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form

10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange

Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each

and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute

or substitutes may lawfully do or cause to be done by virtue thereof.

February 17, 2022

POWER OF ATTORNEY

KNOW ALL PERSONS BY

THESE PRESENTS, that each person whose individual signature appears below hereby authorizes and appoints each of Michael Lawless and

Brian Hoff, with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful

attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually

and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all

exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact

and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that

said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant

and in the capacities indicated on the 31st day of March, 2021.

and in the capacities indicated on the 17th day of February, 2022.

/s/ Jeffery Thamann, M.D.

5 unchanged sentences

Michael Lawless

/s/ Richard Liebman

/s/ Brian Hoff

Chief Financial Officer

(Principal Financial and Accounting Officer)

Richard Liebman

/s/ Stephen Deitsch

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures