What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-23 compared with 2022-02-17 · 31 added, 72 removed, 8 unchanged (93% of the section changed)

2 unchanged sentences

been traded on the Nasdaq Stock Market under the symbol “AUUD” since our IPO on February 17, 2021.

Our Series A Warrants

have been traded on the Nasdaq Stock Market under the symbol “AUUDW” since our IPO on February 17, 2021.

As of February 17,

Our Series A Warrants have

been traded on the Nasdaq Stock Market under the symbol “AUUDW” since our IPO on February 17, 2021.

As of March 10, 2023,

there were approximately 138 holders of record of our common stock and 1 holder of record of our Series A warrants.

These numbers

are based on the actual number of holders registered at such date and does not include holders whose shares are held in “street

name” by brokers and other nominees.

We have never paid any

cash dividends on our common stock.

We currently intend to retain all available funds and any future earnings for use in the operation

of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Any future determination

to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results,

capital requirements, general business conditions and other factors that our board of directors may deem relevant.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides certain information

as of December 31, 2021, with respect to all of our equity compensation plans in effect on that date:

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Equity Compensation Plans Approved by Stockholders (1)

Equity Compensation Plans Not Approved by Stockholders

Consists of stock options granted under the Clip Interactive, LLC 2013 Equity Incentive Plan, as amended and Auddia Inc.

2021 Equity Incentive Plan, as amended.

We ceased granting awards under the 2013 Plan upon the implementation of the 2021 Plan described below.

The Company’s 2021 Equity Incentive Plan,

which became effective upon the completion of the IPO in February 2021, serves as the successor equity incentive plan to the 2013 Plan.

The 2021 Equity Incentive Plan contains an “evergreen”

provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased

on the first day of each year beginning in 2022 and ending in 2030 equal to the lesser of (a) five percent (5%) of the shares of stock

outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (b) such smaller number of shares

of stock as determined by our board of directors.

On January 1, 2022, the Company had an additional 620,820 shares added to the 2021 Equity

Incentive Plan pursuant to the evergreen provision.

These numbers are

based on the actual number of holders registered at such date and does not include holders whose shares are held in “street name”

by brokers and other nominees.

We have never paid any cash

dividends on our common stock.

We currently intend to retain all available funds and any future earnings for use in the operation of our

business and do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Any future determination to declare

dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital

requirements, general business conditions and other factors that our board of directors may deem relevant.

Recent Sales of Unregistered Securities

During the year ended December 31, 2020, the Company

sold to investors $404,601 of our convertible notes.

All of these convertible notes converted into shares of common stock in connection

with our February 2021 IPO.

During the year ended December 31, 2022, all sales

of unregistered securities by the Company have been previously reported on a Form 8-K or Form 10-Q.

Use of Proceeds

On February 16, 2021, the U.S.

Securities and

Exchange Commission declared effective our registration statement on Form S-1 (File No.

333-235891), as amended, filed in connection with

There has been no material change in the planned use of proceeds from our IPO from that described in the related prospectus dated

February 16, 2021, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act.

As described in such IPO prospectus, we have

used IPO proceeds to reduce our bank debt by $4.0 million, to fund a $2.0 million cash reserve to serve as collateral for our remaining

$2.0 million of bank debt that replaced collateral previously provided by a related party, to pay down a significant percentage of our

accounts payable as of December 31, 2020, and to pay deferred compensation owed to a related party.

In July 2021, certain holders of our publicly

traded Series A Warrants exercised approximately 1.1 million warrants for approximately 1.1 million shares of common stock at the cash

exercise price of $4.5375 per share and as a result, we received additional cash proceeds of approximately $5.0 million.

we paid the remaining $2.0 million, out of our restricted cash, to pay off and terminate our line of credit.

Securities and Exchange

Commission declared effective our registration statement on Form S-1 (File No.

333-235891), as amended, filed in connection with our IPO.

There has been no material change in the planned use of proceeds from our IPO from that described in the related prospectus dated February

16, 2021, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act.

As described in such IPO prospectus, we have used IPO

proceeds to reduce our bank debt by $4.0 million, to fund a $2.0 million cash reserve to serve as collateral for our remaining $2.0 million

of bank debt that replaced collateral previously provided by a related party, to pay down a significant percentage of our accounts payable

as of December 31, 2020, and to pay deferred compensation owed to a related party.

In July 2021, certain holders of our publicly traded

Series A Warrants exercised approximately 1.1 million warrants for approximately 1.1 million shares of common stock at the cash exercise

price of $4.5375 per share and as a result, we received additional cash proceeds of approximately $5.0 million.

In addition, we paid the

remaining $2.0 million, out of our restricted cash, to pay off and terminate our line of credit.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the period

covered by this Annual Report.

Selected Financial Data

Our selected financial

data set forth below should be read together with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” and our financial statements and the related notes thereto, which are included elsewhere in this Form

Year Ended December 31,

Statements of income data:

Total revenues

Operating loss

$ (5,569,435 )

$ (2,382,850 )

$ (13,478,069 )

$ (4,051,221 )

Loss per share, basic

Loss per share, diluted

As of December 31,

Balance sheets data:

Cash and cash equivalents

Total liabilities

Total stockholders’ equity (deficit)

We did not repurchase any of our equity securities during the period covered

by this Annual Report.

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 5. Market for Registrant’s Common Equity