What changed in this filing

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Item 1A. Risk Factors

2023-03-23 compared with 2022-02-17 · 377 added, 374 removed, 565 unchanged (57% of the section changed)

This Annual Report

on Form 10-K contains forward-looking information based on our current expectations.

Because our business is subject to many risks and

our actual results may differ materially from any forward-looking statements made by or on behalf of us, this section includes a discussion

This Annual Report on

Form 10-K contains forward-looking information based on our current expectations.

Because our business is subject to many risks and our

actual results may differ materially from any forward-looking statements made by or on behalf of us, this section includes a discussion

of important factors that could affect our business, operating results, financial condition and the trading price of our securities.

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deem immaterial may also impair our business operations.

Risks related to the

COVID-19 pandemic

Public health officials

have recommended and mandated precautions to mitigate the spread of COVID-19.

Our research and development and our entire business may

be adversely impacted by actions taken to contain or treat the impact of COVID-19, and the extent of such impact will depend on future

developments, which are highly uncertain and cannot be predicted.

The COVID-19 pandemic has adversely impacted economic activity and conditions

Although our business has not been adversely impacted by the COVID-19 pandemic to date, the Company cannot predict with certainty

the full extent the COVID-19 pandemic will have on our business including macroeconomic conditions and customer demand for our products

in the future.

Risks related to our

financial position and need for additional capital

Our auditors have

previously expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain further

Risks related to the COVID-19

Public health officials have

recommended and mandated precautions to mitigate the spread of COVID-19.

Our research and development and our entire business may be adversely

impacted by actions taken to contain or treat the impact of COVID-19, and the extent of such impact will depend on future developments,

which are highly uncertain and cannot be predicted.

The COVID-19 pandemic has adversely impacted economic activity and conditions worldwide.

Although our business has not been adversely impacted by the COVID-19 pandemic to date, the Company cannot predict with certainty the

full extent the COVID-19 pandemic will have on our business including macroeconomic conditions and customer demand for our products in

Risks related to our financial

position and need for additional capital

Our auditors have expressed

substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain further financing.

Our past working capital

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a going concern.

As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our

financial statements for the year ended December 31, 2019 with respect to this uncertainty.

We believe that the net proceeds from

our recent February 2021 IPO, the July 2021 exercise of our publicly traded Series A Warrants, and our existing cash will be sufficient

to fund our current operating plans through at least the next 12 months.

We have based these estimates, however, on assumptions that

may prove to be wrong, and we could spend our available financial resources much faster than we currently expect and need to raise additional

funds sooner than we anticipate.

If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce

or eliminate our technology development and commercialization efforts.

We have incurred

significant net losses since inception and anticipate that we will continue to incur net losses for the foreseeable future and may never

achieve or maintain profitability.

Since inception, we have incurred significant

As a result, our independent registered public accounting firm has included an explanatory paragraph in its report on

our financial statements for the year ended December 31, 2022 with respect to this uncertainty.

Our existing cash of $1.66 million

at December 31, 2022 will only be sufficient to fund our current operating plans into the second quarter of 2023.

The Company has based

these estimates, however, on assumptions that may prove to be wrong.

We will need additional funding to complete the development of our

full product line and scale products with a demonstrated market fit.

Management has plans to secure such additional funding.

unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development

and commercialization efforts.

We have incurred significant

net losses since inception and anticipate that we will continue to incur net losses for the foreseeable future and may never achieve or

maintain profitability.

Since inception, we have incurred significant net

We expect to continue to incur net losses in the near term.

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incur costs related to the national launch of our faidr App and as we continue obtaining market acceptance;

recruit and retain podcasters to our Vodacast App and retaining listeners on the platform;

recruit and retain podcasters and content creators to faidr and retaining listeners on the platform;

continue to develop and improve our technology;

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incur legal expenses related to avoiding and defending against intellectual property infringement, misappropriation and other claims.

To become profitable, we must develop and

eventually commercialize one or more product candidates, including Faidr and Vodacast, with significant market potential.

To become profitable, we

must develop and eventually commercialize the faidr product or the Vodacast platform, with significant market potential.

This will require

us to be successful in a range of challenging activities, and our expenses will increase substantially as we seek to bring these products

We may never succeed in any or all of these activities and, even if we do, we may never generate revenue that is significant

or large enough to achieve profitability.

If we do achieve profitability, we may not be able to sustain or increase profitability on a

quarterly or annual basis.

Our failure to become and remain profitable would decrease the value of our company and could impair our ability

to raise capital, develop new products, expand our business or continue our operations.

A decline in the value of our Company also could

cause stockholders to lose all or part of their investment.

We may need additional

us to be successful in a range of challenging activities, and our expenses will increase substantially as we acquire and retain users.

We may never succeed in any or all of these activities and, even if we do, we may never generate revenue that is significant or large

enough to achieve profitability.

If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly

or annual basis.

Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise

capital, develop new products, expand our business or continue our operations.

A decline in the value of our Company also could cause

stockholders to lose all or part of their investment.

We will need additional

funding, which may not be available on acceptable terms, or at all.

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limit or terminate our product development efforts or other operations.

We expect our expenses

to increase in connection with our ongoing activities, particularly as we continue to invest in sales, marketing and engineering resources

and bring our products to market.

Furthermore, we expect to incur additional costs associated with operating as a public company.

we believe that the net proceeds from our recent IPO, Series A warrant exercises and our existing cash will be sufficient to fund our

current operating plans through at least the next 12 months, we anticipate that we may need additional funding to complete the development

of our full product line and scale products with a demonstrated market fit.

Building and scaling

technology products is a time-consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary

user experience required to obtain market acceptance and achieve meaningful product sales.

We expect our expenses to increase in connection with our ongoing activities,

particularly as we continue to invest in sales, marketing and engineering resources and bring our products to market.

Furthermore, we

continue to incur additional costs associated with operating as a public company.

Our existing cash of $1.66 million at December 31, 2022

will only be sufficient to fund our current operating plans into the second quarter of 2023.

The Company has based these estimates, however,

on assumptions that may prove to be wrong.

We will need additional funding to complete the development of our full product line and scale

products with a demonstrated market fit.

Management has plans to secure such additional funding.

If we are unable to raise capital when

needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.

Building and scaling technology

products is a time-consuming, expensive and uncertain process that takes years to complete, and we may never generate the necessary user

experience required to obtain market acceptance and achieve meaningful product sales.

In addition, our product candidates, once developed,

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commercially available for many years, if at all.

Accordingly, we will need to continue to rely on revenues from existing products and/or

additional financing to achieve our business objectives.

Adequate additional financing may not be available to us on acceptable terms,

Accordingly, we will need to continue to rely on additional financing to achieve our

business objectives.

Adequate additional financing may not be available to us on acceptable terms, or at all.

Raising additional

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and product candidates.

We may seek additional

capital through a combination of public and private equity offerings, debt financings, strategic partnerships and alliances and licensing

arrangements.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership

interest of stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights

of existing stockholders.

The incurrence of indebtedness would result in increased fixed payment obligations and could involve restrictive

covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire or license intellectual

property rights and other operating restrictions that could adversely impact our ability to conduct our business.

If we raise additional

funds through strategic partnerships and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights

to our technologies, or our other product candidates, or grant licenses on terms unfavorable to us.

We have generated

historical revenue from our mobile app platform for radio stations, but future revenue growth is dependent on new software services.

Our ability to generate

revenue from product sales and achieve profitability depends on our ability to successfully complete the development and commercialization

of future software products.

We may seek additional capital

through a combination of public and private equity offerings, debt financings, strategic partnerships and alliances and licensing arrangements.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of stockholders

will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of existing stockholders.

The incurrence of indebtedness would result in increased fixed payment obligations and could involve restrictive covenants, such as limitations

on our ability to incur additional debt, limitations on our ability to acquire or license intellectual property rights and other operating

restrictions that could adversely impact our ability to conduct our business.

If we raise additional funds through strategic partnerships

and alliances and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, or our other

product candidates, or grant licenses on terms unfavorable to us.

We have generated historical

revenue from our mobile app platform for radio stations, but future revenue growth is dependent on new software services.

Our ability to generate revenue

from product sales and achieve profitability depends on our ability to successfully complete the development and commercialization of

future software products.

Our ability to generate meaningful revenue from product sales depends heavily on our success in:

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business plan may make it difficult for investors to evaluate the success of our business to date and to assess our future viability.

We are an early-stage

company founded in 2012, with a limited operating history that has recently changed its business plan to develop and sell our new and

potential products.

There can be no assurance that any of our future products and services will be successfully developed, protected from

competition by others, or marketed successfully.

We are an early-stage company

founded in 2012, with a limited operating history that has recently changed its business plan to develop and sell our new and potential

There can be no assurance that any of our future products and services will be successfully developed, protected from competition

by others, or marketed successfully.

Accordingly, there can be no assurance that we will ever have positive net earnings.

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adverse effect on our business and our securities prices.

We are required to comply with the SEC’s

rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which requires management to certify financial and other information

in our quarterly and annual reports and provide an annual management report on the effectiveness of our controls over financial reporting.

This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting,

We are required to comply with the SEC’s rules

implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which requires management to certify financial and other information in our

quarterly and annual reports and provide an annual management report on the effectiveness of our controls over financial reporting.

assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting,

as well as a statement that our independent registered public accounting firm has issued an opinion on the effectiveness of our internal

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would adversely affect our business.

Ensuring that we have

adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis

is a costly and time-consuming effort that needs to be re-evaluated frequently.

The rapid growth of our operations and the completed IPO

has created a need for additional resources within the accounting and finance functions due to the increasing need to produce timely financial

information and to ensure the level of segregation of duties customary for a U.S.

Ensuring that we have adequate

internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly

and time-consuming effort that needs to be re-evaluated frequently.

The rapid growth of our operations and the completed IPO has created

a need for additional resources within the accounting and finance functions due to the increasing need to produce timely financial information

and to ensure the level of segregation of duties customary for a U.S.

public company.

We continue to reassess the sufficiency

of finance personnel in response to these increasing demands and expectations.

We continue to reassess the sufficiency of finance

personnel in response to these increasing demands and expectations.

Our management is responsible

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price of our common stock to decline and make it more difficult for us to finance our operations and growth.

Risks related to the

development of our products

Our subscription

revenue margins and our freedom to operate our Faidr radio platform rely on continuity of the established music licensing framework.

Present music licensing

costs and general rights to play music are determined by an established statutory rate framework which could change in the future.

in licensing costs and general rights to play music content could impact our direct costs for content or even prohibit access to content

Risks related to the development

of our products

Our subscription revenue

margins and our freedom to operate our faidr radio platform rely on continuity of the established music licensing framework.

Present music licensing costs

and general rights to play music are determined by an established statutory rate framework which could change in the future.

licensing costs and general rights to play music content could impact our direct costs for content or even prohibit access to content

that is fundamental to the platform.

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will rely on the established “personal use exemption” which allows individuals to record content for time-shifting purposes.

The Faidr platform will

allow consumers to access broadcast audio content “live,” in real-time with a slight delay, and also enables consumers to

buffer audio content on the user’s device for delayed playback, that can take advantage of the App’s intelligent listening

capabilities.

We believe that the limited buffering provided for within the Faidr App is lawful and falls within the United States Supreme

Court’s ruling allowing consumers the right to time shift programming for later consumption.

The Faidr App only permits buffering

on the user’s mobile device in a manner that does not permit librarying of content by the consumer and no right to offload content

from the Faidr App to another device, other than through the exploitation of the “analog hole” (e.g., allowing another device

to record audio while it is playing through the Faidr App).

While we believe that the functionality of the Faidr App is protected under

current law, there is a risk that one or more aspects of the Faidr App may be found to violate the rights of third parties.

If it is determined

that we are not permitted to give consumers the right to buffer content locally and also control their listener experience by receiving

alternative programming to what is included in an AM/FM station’s transmission, certain features of the Faidr App may have to be

disabled or discontinued, the costs to the Company for access to content could increase significantly, and result in an increase in the

consumer price of the App, thus making the Faidr App less desirable in the marketplace.

If we are unable to

obtain and maintain patent protection for our products and product candidates, or if the scope of the patent protection obtained is not

sufficiently broad, our competitors could develop and commercialize products and product candidates similar or identical to ours, and

our ability to successfully commercialize our products and product candidates may be adversely affected.

Our commercial success

will depend, in part, on our ability to obtain and maintain patent protection in the United States and other countries with respect to

our products and product candidates.

We seek to protect our proprietary position by filing patent applications in the United States and

abroad related to our products and product candidates that are important to our business.

We cannot be certain

that additional patents will be issued or granted with respect to applications that are currently pending or that we may apply for in

the future with respect to one or more of our products and product candidates, or that issued or granted patents will not later be found

to be invalid and/or unenforceable.

The patent prosecution

process is expensive and time-consuming.

We may not be able to file and prosecute all necessary or desirable patent applications at a

reasonable cost or in a timely manner.

It is also possible that we will fail to identify patentable aspects of our research and development

output before it is too late to obtain patent protection.

Although we enter into non-disclosure and confidentiality agreements with parties

who have access to patentable aspects of our research and development output, such as our employees, collaboration partners, consultants,

advisors and other third parties, any of these parties may breach the agreements and disclose such output before a patent application

is filed, thereby jeopardizing our ability to seek patent protection.

Real or perceived

errors, failures or bugs in our platform or products could materially and adversely affect our operating results and growth prospects.

The software underlying

our platform and products is highly technical and complex.

Our software has previously contained, and may now or in the future contain,

undetected errors, bugs or vulnerabilities.

In addition, errors, failures and bugs may be contained in open source software utilized in

building and operating our products or may result from errors in the deployment or configuration of open source software.

in our software may only be discovered after the software has been deployed or may never be generally known.

Any errors, bugs or vulnerabilities

discovered in our software after it has been deployed, or never generally discovered, could result in interruptions in platform availability,

product malfunctioning or data breaches, and thereby result in damage to our reputation, adverse effects upon customers and users, loss

of customers and relationships with third parties, including social media networks, loss of revenue or liability for damages.

instances, we may not be able to identify the cause or causes of these problems or risks within an acceptable period of time.

Risks related to our

business operations

The faidr platform will allow

consumers to access broadcast audio content “live,” in real-time with a slight delay, and also enables consumers to buffer

audio content on the user’s device for delayed playback, that can take advantage of the App’s intelligent listening capabilities.

We believe that the limited buffering provided for within the faidr App is lawful and falls within the United States Supreme Court’s

ruling allowing consumers the right to time shift programming for later consumption.

The faidr App only permits buffering on the user’s

mobile device in a manner that does not permit librarying of content by the consumer and no right to offload content from the faidr App

to another device, other than through the exploitation of the “analog hole” (e.g., allowing another device to record audio

while it is playing through the faidr App).

While we believe that the functionality of the faidr App is protected under current law, there

is a risk that one or more aspects of the faidr App may be found to violate the rights of third parties.

If it is determined that we are

not permitted to give consumers the right to buffer content locally and also control their listener experience by receiving alternative

programming to what is included in an AM/FM station’s transmission, certain features of the faidr App may have to be disabled or

discontinued, the costs to the Company for access to content could increase significantly, and result in an increase in the consumer price

of the App, thus making the faidr App less desirable in the marketplace.

If we are unable to obtain

and maintain patent protection for our products and product candidates, or if the scope of the patent protection obtained is not sufficiently

broad, our competitors could develop and commercialize products and product candidates similar or identical to ours, and our ability to

successfully commercialize our products and product candidates may be adversely affected.

Our commercial success will

depend, in part, on our ability to obtain and maintain patent protection in the United States and other countries with respect to our

products and product candidates.

We seek to protect our proprietary position by filing patent applications in the United States and abroad

related to our products and product candidates that are important to our business.

We cannot be certain that

additional patents will be issued or granted with respect to applications that are currently pending or that we may apply for in the future

with respect to one or more of our products and product candidates, or that issued or granted patents will not later be found to be invalid

and/or unenforceable.

The patent prosecution process is expensive and time-consuming.

not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.

possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent

Although we enter into non-disclosure and confidentiality agreements with parties who have access to patentable aspects of

our research and development output, such as our employees, collaboration partners, consultants, advisors and other third parties, any

of these parties may breach the agreements and disclose such output before a patent application is filed, thereby jeopardizing our ability

to seek patent protection.

Real or perceived errors,

failures or bugs in our platform or products could materially and adversely affect our operating results and growth prospects.

The software underlying our

platform and products is highly technical and complex.

Our software has previously contained, and may now or in the future contain, undetected

errors, bugs or vulnerabilities.

In addition, errors, failures and bugs may be contained in open source software utilized in building

and operating our products or may result from errors in the deployment or configuration of open source software.

Some errors in our software

may only be discovered after the software has been deployed or may never be generally known.

Any errors, bugs or vulnerabilities discovered

in our software after it has been deployed, or never generally discovered, could result in interruptions in platform availability, product

malfunctioning or data breaches, and thereby result in damage to our reputation, adverse effects upon customers and users, loss of customers

and relationships with third parties, including social media networks, loss of revenue or liability for damages.

In some instances, we

may not be able to identify the cause or causes of these problems or risks within an acceptable period of time.

Risks related to our business

Our future success

depends on our ability to retain key employees, consultants and advisors and to attract, retain and motivate qualified personnel.

We are highly dependent

on members of our executive team;

We are highly dependent on

members of our executive team;

the loss of whose services may adversely impact the achievement of our objectives.

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development and commercialization objectives.

If we are unable

to manage expected growth in the scale and complexity of our operations, our performance may suffer.

If we are successful

in executing our business strategy, we will need to expand our managerial, operational, financial and other systems and resources to manage

our operations, continue our technology development activities and, in the longer term, scale a commercial infrastructure to support our

product roll out and end user projections.

If we are unable to

manage expected growth in the scale and complexity of our operations, our performance may suffer.

If we are successful in executing

our business strategy, we will need to expand our managerial, operational, financial and other systems and resources to manage our operations,

continue our technology development activities and, in the longer term, scale a commercial infrastructure to support our product roll

out and end user projections.

Future growth would impose significant added responsibilities on members of management.

is likely that our management, finance, sales, marketing and engineering systems and facilities currently in place may not be adequate

to support this future growth.

Our need to effectively manage our operations, growth and future product commercialization requires that

we continue to develop more robust business processes and improve our systems and procedures in each of these areas and to attract and

retain sufficient numbers of talented employees.

We may be unable to successfully implement these tasks on a larger scale and, accordingly,

may not achieve our product development and growth goals.

Any cybersecurity-related

attack, significant data breach or disruption of the information technology systems or networks on which we rely could negatively affect

our business.

Our operations rely on

information technology systems for the use, storage and transmission of sensitive and confidential information with respect to our customers,

our customers’ consumers or other social media audiences, the third-party technology platforms of other parties and our employees.

A malicious cybersecurity-related attack, intrusion or disruption by either an internal or external source or other breach of the systems

It is likely that

our management, finance, sales, marketing and engineering systems and facilities currently in place may not be adequate to support this

future growth.

Our need to effectively manage our operations, growth and future product commercialization requires that we continue to

develop more robust business processes and improve our systems and procedures in each of these areas and to attract and retain sufficient

numbers of talented employees.

We may be unable to successfully implement these tasks on a larger scale and, accordingly, may not achieve

our product development and growth goals.

Any cybersecurity-related attack, significant data breach or disruption

of the information technology systems or networks on which we rely could negatively affect our business.

Our operations rely on information

technology systems for the use, storage and transmission of sensitive and confidential information with respect to our customers, our

customers’ consumers or other social media audiences, the third-party technology platforms of other parties and our employees.

malicious cybersecurity-related attack, intrusion or disruption by either an internal or external source or other breach of the systems

on which our platform and products operate, and on which our employees conduct business, could lead to unauthorized access to, use of,

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co-insurance requirements, would harm our business.

Many governments have

enacted laws requiring companies to provide notice of data security incidents involving certain types of personal data.

In addition, some

of our customers require us to notify them of data security breaches.

Security compromises experienced by our competitors, by our customers

or by us may lead to public disclosures, which may lead to widespread negative publicity.

Many governments have enacted

laws requiring companies to provide notice of data security incidents involving certain types of personal data.

In addition, some of our

customers require us to notify them of data security breaches.

Security compromises experienced by our competitors, by our customers or

by us may lead to public disclosures, which may lead to widespread negative publicity.

Any security compromise in our industry, whether

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collect and use personal information and harm our brand.

We receive, store and

otherwise process personal information and other data from and about our customers and our employees.

We also receive personal information

and other data about our customers’ consumers or other social media audiences.

We receive, store and otherwise

process personal information and other data from and about our customers and our employees.

We also receive personal information and other

data about our customers’ consumers or other social media audiences.

There are numerous federal, state, local and international

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adoption and use of, and reduce the overall demand for, our platform.

Additionally, if the

third parties we work with, such as vendors or developers, violate applicable laws or regulations or our policies, such violations may

also put our customers’ and their users’ and consumers’ or other social media audiences’ content at risk and could

Additionally, if the third

parties we work with, such as vendors or developers, violate applicable laws or regulations or our policies, such violations may also

put our customers’ and their users’ and consumers’ or other social media audiences’ content at risk and could

in turn have an adverse effect on our business.

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negatively affect our business.

From time to time, we

may be involved in litigation, disputes or regulatory inquiries that arise in the ordinary course of business.

These may include claims,

lawsuits and proceedings involving labor, and employment, wage and hour, commercial, alleged securities law violations or other investor

claims, claims for trademark or copyright infringement and other matters.

We expect that the number and significance of these potential

disputes may increase as our business expands, our company grows larger and more users listen to streaming audio through our Faidr App.

While our agreements with customers limit our liability for damages arising from our platform, we cannot assure you that these contractual

provisions will protect us from liability for damages in the event we are sued or protect us from claims against third parties with whom

we do not have agreements.

Radio station owners may object to our providing access to their simulcast streams through the Faidr App in

a manner that gives the consumer the ability to control whether the consumer listens to audio advertisements included in the station’s

transmissions.

The copyright owners of musical works and sound recordings may object to our providing users with the ability to buffer

audio content for time shifting purposes.

Although we carry general liability insurance coverage, our insurance may not cover all potential

claims to which we are exposed or may not be adequate to indemnify us for all liability that may be imposed.

Any claims against us, whether

meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, adversely affect

our reputation and result in the diversion of significant operational resources.

Because litigation is inherently unpredictable, we cannot

assure you that the results of any of these actions will not have a material adverse effect on our revenue, business, brand, results of

operations and financial condition.

From time to time, we may

be involved in litigation, disputes or regulatory inquiries that arise in the ordinary course of business.

These may include claims, lawsuits

and proceedings involving labor, and employment, wage and hour, commercial, alleged securities law violations or other investor claims,

claims for trademark or copyright infringement and other matters.

We expect that the number and significance of these potential disputes

may increase as our business expands, our company grows larger and more users listen to streaming audio through our faidr App.

agreements with customers limit our liability for damages arising from our platform, we cannot assure you that these contractual provisions

will protect us from liability for damages in the event we are sued or protect us from claims against third parties with whom we do not

have agreements.

Radio station owners may object to our providing access to their simulcast streams through the faidr App in a manner

that gives the consumer the ability to control whether the consumer listens to audio advertisements included in the station’s transmissions.

The copyright owners of musical works and sound recordings may object to our providing users with the ability to buffer audio content

for time shifting purposes.

Although we carry general liability insurance coverage, our insurance may not cover all potential claims to

which we are exposed or may not be adequate to indemnify us for all liability that may be imposed.

Any claims against us, whether meritorious

or not, could be time consuming, result in costly litigation, require significant amounts of management time, adversely affect our reputation

and result in the diversion of significant operational resources.

Because litigation is inherently unpredictable, we cannot assure you

that the results of any of these actions will not have a material adverse effect on our revenue, business, brand, results of operations

and financial condition.

Risks related to our intellectual property

Our business is

subject to the risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by man-made problems such

as power disruptions, computer viruses, cyberattack, data security breaches or terrorism.

A significant natural

disaster, such as an earthquake, fire or a flood, occurring where a business partner is located could adversely affect our business, results

of operations and financial condition.

Further, if a natural disaster or man-made problem were to affect our network service providers

or Internet service providers, this could adversely affect the ability of our customers to use our products and platform.

natural disasters and acts of terrorism could cause disruptions in our or our customers’ businesses, national economies, or the

world economy.

We also rely on our network and third-party infrastructure and enterprise applications and internal technology systems

for our engineering, sales and marketing and operations activities.

If a major disruption is caused by a natural disaster or man-made

problem, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our development

activities, lengthy interruptions in service, breaches of data security and loss of critical data, any of which could adversely affect

our business, results of operations and financial condition.

Our business is subject

to the risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by man-made problems such as power

disruptions, computer viruses, cyberattack, data security breaches or terrorism.

A significant natural disaster,

such as an earthquake, fire or a flood, occurring where a business partner is located could adversely affect our business, results of

operations and financial condition.

Further, if a natural disaster or man-made problem were to affect our network service providers or

Internet service providers, this could adversely affect the ability of our customers to use our products and platform.

In addition, natural

disasters and acts of terrorism could cause disruptions in our or our customers’ businesses, national economies, or the world economy.

We also rely on our network and third-party infrastructure and enterprise applications and internal technology systems for our engineering,

sales and marketing and operations activities.

If a major disruption is caused by a natural disaster or man-made problem, we may be unable

to continue our operations and may endure system interruptions, reputational harm, delays in our development activities, lengthy interruptions

in service, breaches of data security and loss of critical data, any of which could adversely affect our business, results of operations

and financial condition.

Any failure to protect our intellectual

property rights could impair our business.

Our success and ability

to compete depend in part upon our intellectual property.

Our success and ability to

compete depend in part upon our intellectual property.

We attempt to protect our intellectual property rights, both in the United States

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the copyright before we can file an infringement suit in the United States, and our remedies in any such infringement suit may be limited.

In order to protect our

intellectual property, we may be required to spend significant resources to monitor and protect our rights.

Litigation brought to protect

and enforce our intellectual property rights could be costly, time-consuming and distracting to management, and could result in the impairment

or loss of portions of our intellectual property.

Furthermore, our efforts to enforce our intellectual property rights may be met with

defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights.

Our failure to

secure, protect and enforce our intellectual property rights could adversely affect our brand and adversely affect our business.

If third parties

claim that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected.

We face the risk of

claims that we have infringed or otherwise violated third parties’ intellectual property rights.

There is considerable patent and

other intellectual property development activity in our industry.

Our future success depends in part on not infringing upon or otherwise

violating the intellectual property rights of others.

From time to time, our competitors or other third parties may claim that we are

infringing upon or otherwise violating their intellectual property rights, and we may be found to be infringing upon or otherwise violating

We may be unaware of the intellectual property rights of others that may cover some or all of our technology or conflict

with our trademark rights.

Any claims of intellectual property infringement or other intellectual property violations, even those without

merit, could:

In order to protect our intellectual

property, we may be required to spend significant resources to monitor and protect our rights.

Litigation brought to protect and enforce

our intellectual property rights could be costly, time-consuming and distracting to management, and could result in the impairment or

loss of portions of our intellectual property.

Furthermore, our efforts to enforce our intellectual property rights may be met with defenses,

counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights.

Our failure to secure, protect

and enforce our intellectual property rights could adversely affect our brand and adversely affect our business.

If third parties claim

that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected.

We face the risk of claims

that we have infringed or otherwise violated third parties’ intellectual property rights.

There is considerable patent and other

intellectual property development activity in our industry.

Our future success depends in part on not infringing upon or otherwise violating

the intellectual property rights of others.

From time to time, our competitors or other third parties may claim that we are infringing

upon or otherwise violating their intellectual property rights, and we may be found to be infringing upon or otherwise violating such

We may be unaware of the intellectual property rights of others that may cover some or all of our technology or conflict with

our trademark rights.

Any claims of intellectual property infringement or other intellectual property violations, even those without merit,

be expensive and time consuming to defend;

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adversely affecting our customer satisfaction and ability to attract customers.

Our use of “open

source” software could negatively affect our ability to offer and sell access to our platform and products and subject us to possible

Our use of “open source”

software could negatively affect our ability to offer and sell access to our platform and products and subject us to possible litigation.

We use open source software

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results of operations and financial condition.

Additionally, we may

from time to time face claims from third parties claiming ownership of, or seeking to enforce the terms of, an open source license, including

Additionally, we may from

time-to-time face claims from third parties claiming ownership of, or seeking to enforce the terms of, an open source license, including

by demanding release of source code for the open source software, derivative works or our proprietary source code that was developed using

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that we have not incorporated open source software in our platform and products in a manner that is inconsistent with such policies.

On September 24, 2020, we received Cease and Desist

Letter alleging that the ticker symbol AUDD infringes upon the claimant’s trademark “audD”.

There is no claim concerning

our proprietary technology.

The claimant was seeking a permanent injunction against infringement, damages, and attorneys’ fees.

The Company abandoned AUDD as a ticker symbol and is now using AUUD.

While we intend to defend this lawsuit vigorously and believe that

we have valid defenses to these claims, there can be no assurance that a favorable outcome will be obtained.

In addition, any intellectual

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redesign the allegedly infringing products to avoid infringement, misappropriation, or violation, which could be costly, time-consuming, or impossible.

Intellectual property

litigation is typically complex, time consuming, and expensive to resolve and would divert the time and attention of our management and

technical personnel.

Intellectual property litigation

is typically complex, time consuming, and expensive to resolve and would divert the time and attention of our management and technical

It may also result in adverse publicity, which could harm our reputation and ability to attract or retain customers.

As we grow, we may experience a heightened risk of allegations of intellectual property infringement.

An adverse result in any litigation

claims against us could have a material adverse effect on our business, financial condition, and results of operations.

grow, we may experience a heightened risk of allegations of intellectual property infringement.

An adverse result in any litigation claims

against us could have a material adverse effect on our business, financial condition, and results of operations.

Indemnity provisions

in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

Our agreements with

customers and other third parties may include indemnification or other provisions under which we agree to indemnify or otherwise be liable

to them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property

or persons, or other liabilities relating to or arising from our platform, products or other acts or omissions.

The term of these contractual

provisions often survives termination or expiration of the applicable agreement.

Large indemnity payments or damage claims from contractual

breach could harm our business, operating results and financial condition.

From time to time, customers may require us to

indemnify or otherwise be liable to them for breach of confidentiality or failure to implement adequate security measures with respect

to their data stored, transmitted or processed by our employees, platform or products.

Although we normally contractually limit our liability

with respect to such obligations, we may still incur substantial liability related to them.

Any dispute with a customer with respect

to such obligations could have adverse effects on our relationship with that customer and other current and prospective customers, reduce

demand for our platform or products, and harm our revenue, business and operating results.

Risks related to ownership of our common

Our executive

officers, directors, and principal stockholders will maintain the ability to control all matters submitted to our stockholders for approval.

Our agreements with customers

and other third parties may include indemnification or other provisions under which we agree to indemnify or otherwise be liable to them

for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons,

or other liabilities relating to or arising from our platform, products or other acts or omissions.

The term of these contractual provisions

often survives termination or expiration of the applicable agreement.

Large indemnity payments or damage claims from contractual breach

could harm our business, operating results and financial condition.

From time to time, customers may require us to indemnify

or otherwise be liable to them for breach of confidentiality or failure to implement adequate security measures with respect to their

data stored, transmitted or processed by our employees, platform or products.

Although we normally contractually limit our liability with

respect to such obligations, we may still incur substantial liability related to them.

Any dispute with a customer with respect to such

obligations could have adverse effects on our relationship with that customer and other current and prospective customers, reduce demand

for our platform or products, and harm our revenue, business and operating results.

Risks related to ownership of our common stock

Our executive officers,

directors, and principal stockholders will maintain the ability to control all matters submitted to our stockholders for approval.

Our executive officers, directors and stockholders

who owned more than 5% of our outstanding common stock will, in the aggregate, beneficially own common shares representing approximately

27.8% of our outstanding common stock as of February 17, 2022.

37% of our outstanding common stock as of March 10, 2023.

As a result, if these stockholders were to act together, they would most

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our common stock.

We have 12,416,520 shares of common stock issued and outstanding as of February 17, 2022.

Substantially all of these

shares, unless held by our affiliates, may be resold in the public market immediately without restriction.

Shares held by our affiliates

may be resold into the public market subject to compliance with the requirements of the SEC’s Rule 144.

We have 12,850,709 shares of common stock issued and outstanding as of March 10, 2023.

Substantially all of these shares,

unless held by our affiliates, may be resold in the public market immediately without restriction.

Shares held by our affiliates may be

resold into the public market subject to compliance with the requirements of the SEC’s Rule 144.

The issuance of

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In July 2021, certain

holders of our publicly traded Series A Warrants exercises 1,091,692 warrants.

As of February 17, 2022, we currently have 3,498,898 Series

holders of our publicly traded Series A Warrants exercised 3,498,898 warrants.

As of March 10, 2023, we currently have 1,091,692 Series

A Warrants that remain outstanding.

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If the representative of the underwriters exercises these warrants in the future, existing stockholders will experience additional dilution.

The price of our

common stock may be volatile and fluctuate substantially, which could result in substantial losses for investors in our securities.

The price of our common

stock may be volatile and fluctuate substantially, which could result in substantial losses for investors in our securities.

Our common stock price

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As a result of this volatility,

you may not be able to sell your common stock at or above the IPO price.

The market price for our common stock may be influenced by many

factors, including:

you may not be able to sell your common stock at or above your investment price.

The market price for our common stock may be influenced

by many factors, including:

the success of competitive products or technologies;

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future performance.

In the past, following

periods of volatility in the market price of a company’s securities, securities class-action litigation often has been instituted

against that company.

Such litigation, if instituted against us, could cause us to incur substantial costs to defend such claims and divert

management’s attention and resources.

In the past, following periods

of volatility in the market price of a company’s securities, securities class-action litigation often has been instituted against

that company.

Such litigation, if instituted against us, could cause us to incur substantial costs to defend such claims and divert management’s

attention and resources.

If securities analysts

do not publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could

The trading market for

our common stock will rely, in part, on the research and reports that industry or financial analysts publish about us or our business.

We do not currently have, and may never obtain, research coverage by industry or financial analysts.

If no, or few, analysts commence

coverage of us, the trading price of our stock would likely decrease.

Even if we do obtain analyst coverage, if one or more of the analysts

covering our business downgrade their evaluations of our stock, the price of our stock could decline.

If one or more of these analysts

cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.

An active trading

market for our common stock may not develop.

Prior to the IPO, there

was no public market for our common stock.

Although our common stock and Series A Warrants trade on the Nasdaq Capital Market, an active

trading market for our shares and warrants may not be sustained.

If an active market for our common stock and warrants is not sustained,

it may be difficult to sell our securities without depressing the market price for the shares, or at all.

If we do not keep

a registration statement updated for the term of the warrants, the holders will not be able to exercise the warrants.

While we intend to keep

a registration statement/prospectus updated until February 16, 2026 (five years from the effective date of the Registration Statement),

The trading market for our

common stock will rely, in part, on the research and reports that industry or financial analysts publish about us or our business.

do not currently have, and may never obtain, research coverage by industry or financial analysts.

If no, or few, analysts commence coverage

of us, the trading price of our stock would likely decrease.

Even if we do obtain analyst coverage, if one or more of the analysts covering

our business downgrade their evaluations of our stock, the price of our stock could decline.

If one or more of these analysts cease to

cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.

may not be able to continue our current listing of our common stock on the Nasdaq Capital Market.

A delisting of our common stock from

Nasdaq could limit the liquidity of our stock, increase its volatility and hinder our ability to raise capital.

may not be able to satisfy the requirements for the continued listing of our common stock on Nasdaq.

particular, the Nasdaq listing rules require listed securities to maintain a minimum bid price of $1.00 per share.

As previously reported

in our Current Report on Form 8-K filed on July 20, 2022, we received a written notice from Nasdaq indicating that the Company was not

in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing.

1, 2022, Nasdaq notified the Company that the Company had regained compliance with the minimum bid price and that matter was closed.

Nasdaq listing rules also require companies with listed securities to maintain a minimum stockholders equity of $2.5 million.

As of December

31, 2022, we had stockholders equity of $3.85 million.

our common stock is delisted by Nasdaq, our common stock may be eligible for quotation on an over-the-counter quotation system or on the

Upon any such delisting, our common stock would become subject to the regulations of the SEC relating to the market for penny

A penny stock is any equity security not traded on a national securities exchange that has a market price of less than $5.00 per

The regulations applicable to penny stocks may severely affect the market liquidity for our common stock and could limit the ability

of shareholders to sell securities in the secondary market.

In such a case, an investor may find it more difficult to dispose of or obtain

accurate quotations as to the market value of our common stock, and there can be no assurance that our common stock will be eligible for

trading or quotation on any alternative exchanges or markets.

from Nasdaq could adversely affect our ability to raise additional financing through public or private sales of equity securities, would

significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common

Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional

investor interest and fewer business development opportunities.

If we do not keep a

registration statement updated for the term of the warrants, the holders will not be able to exercise the warrants.

While we intend to keep a

registration statement/prospectus updated until February 16, 2026 (five years from the effective date of the Registration Statement),

we may not be able to do so, nor will we necessarily be providing adequate public financial information to allow the holders to sell the

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an exemption from the requirement to seek nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may choose to take

advantage of some, but not all, of the available exemptions.

We may choose to take advantage

of some, but not all, of the available exemptions.

We have taken advantage of reduced reporting burdens in this Annual Report.

In particular, we have not included all of the executive compensation information that would be required if we were not an EGC.

predict whether investors will find our common stock less attractive if we rely on certain or all of these exemptions.

If some investors

find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price

may be more volatile.

We will incur increased

costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company,

and particularly after we are no longer an EGC, we will incur significant legal, accounting and other expenses that we did not incur as

a private company.

In particular,

we have not included all of the executive compensation information that would be required if we were not an EGC.

We cannot predict whether

investors will find our common stock less attractive if we rely on certain or all of these exemptions.

If some investors find our common

stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We continue to incur

increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance

As a public company, and

particularly after we are no longer an EGC, we will incur significant legal, accounting and other expenses that we did not incur as a

private company.

In addition, the Sarbanes-Oxley

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on our business and stock price.

We are not currently

required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and therefore are not required to make

a formal assessment of the effectiveness of our internal control over financial reporting for that purpose.

Upon becoming a publicly traded

company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will

require management to certify financial and other information in our quarterly and annual reports and provide an annual management report

on the effectiveness of controls over financial reporting.

Though we will be required to disclose changes made in our internal controls

and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial

reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC.

Our independent

registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting

until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an emerging

growth company and are an accelerated or large accelerated filer.

We are not currently required

to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and therefore are not required to make a formal

assessment of the effectiveness of our internal control over financial reporting for that purpose.

Upon becoming a publicly traded company,

we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require

management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the

effectiveness of controls over financial reporting.

Though we will be required to disclose changes made in our internal controls and procedures

on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant

to Section 404 until the year following our first annual report required to be filed with the SEC.

Our independent registered public accounting

firm will not be required to attest to the effectiveness of our internal control over financial reporting until the later of the year

following our first annual report required to be filed with the SEC or the date we are no longer an emerging growth company and are an

accelerated or large accelerated filer.

To comply with the requirements

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to a loss of confidence in the reliability of our financial statements.

Provisions in our

corporate charter and our bylaws and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders,

more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our corporate

charter and our bylaws and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult

and may prevent attempts by our stockholders to replace or remove our current management.

We are a Delaware corporation.

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authorize our board of directors to issue preferred stock without stockholder approval, which could be used to institute a stockholder rights plan, or so-called “poison pill,” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our board of directors.

Moreover, because we

are incorporated in Delaware, we are governed by the provisions of Section 203 of the DGCL, which prohibits a person who owns in

excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction

Moreover, because we are

incorporated in Delaware, we are governed by the provisions of Section 203 of the DGCL, which prohibits a person who owns in excess

of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction

in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed

Because we do not

anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source

We have never declared

or paid cash dividends on our capital stock.

Because we do not anticipate

paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

We have never declared or

paid cash dividends on our capital stock.

We currently intend to retain all of our future earnings, if any, to finance the growth and

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Unresolved Staff Comments

own no properties.

Our current corporate headquarters is based in a leased office in Boulder, Colorado.

Our current lease term expires

on April 30, 2022;

but included, three (3) separate six month renewal options.

We believe that we will find suitable space elsewhere in

the area on acceptable terms.

We own no properties.

current corporate headquarters is based in a leased office in Boulder, Colorado.

Our current lease term expires on December 14, 2023,

unless renewed.

If we do not renew the lease, we believe that we will find suitable space elsewhere on acceptable terms.

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 1A. Risk Factors