What changed in this filing

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Item 1. Business

2024-04-01 compared with 2023-03-23 · 352 added, 304 removed, 297 unchanged (69% of the section changed)

Overview of Auddia

Auddia is a technology company

headquartered in Boulder, CO that is reinventing how consumers engage with audio through the development of a proprietary AI platform

for audio and innovative technologies for podcasts.

Auddia is leveraging these technologies within its industry-first audio Superapp,

faidr (previously known as the Auddia App).

faidr gives consumers the

opportunity to listen to any AM/FM radio station with no commercials while personalizing the listening experience through skips and the

insertion of on-demand content, including popular and new music, news, and weather.

The faidr app represents the first-time consumers

can combine the local content uniquely provided by AM/FM radio with commercial-free and personalized listening many consumers demand from

digital-media consumption.

In addition to commercial-free AM/FM, faidr includes podcasts and exclusive content, branded faidrRadio, which

includes new artist discovery, curated music stations, and Music Casts.

Auddia (the “Company”)

is a technology company headquartered in Boulder, CO that is reinventing how consumers engage with audio through the development of a

proprietary AI platform for audio and innovative technologies for podcasts.

Auddia is leveraging these technologies within its industry-first

audio Superapp, faidr (previously known as the Auddia App).

faidr gives consumers

the opportunity to listen to any AM/FM radio station with commercial breaks replaced with personalized audio content, including popular

and new music, news, and weather.

The faidr app represents the first-time consumers can combine the local content uniquely provided by

AM/FM radio with commercial-free and personalized listening many consumers demand from digital-media consumption.

In addition to commercial-free

AM/FM, faidr includes podcasts also with ads removed or easily skipped by listeners as well as exclusive content, branded faidrRadio,

which includes new artist discovery, curated music stations, and Music Casts.

Music Casts are unique to faidr.

Hosts and DJs can combine on-demand

talk segments with dynamic music streaming, which allows users to hear podcasts with full music track plays embedded in the episodes.

Hosts and DJs can combine

on-demand talk segments with dynamic music streaming, which allows users to hear podcasts with full music track plays embedded in the

Auddia has also developed

a podcasting platform that provides a unique suite of tools that helps Podcasters create additional digital content for their podcast

episodes as well as plan their episodes, build their brand, and monetize their content with new content distribution channels.

platform also gives users the ability to go deeper into the stories through supplemental, digital content, and eventually comment and

contribute their own content to episode feeds.

Both of Auddia’s offerings

address large and rapidly growing audiences.

a differentiated podcasting capability with ad-skipping features and also provides a unique suite of tools that helps Podcasters create

additional digital content for their podcast episodes as well as plan their episodes, build their brand, and monetize their content with

new content distribution channels.

This podcasting feature also gives users the ability to go deeper into the stories through supplemental,

digital content, and eventually comment and contribute their own content to episode feeds.

The combination of AM/FM streaming and podcasting,

with Auddia’s unique, technology-driven differentiators, addresses large and rapidly growing audiences.

The Company has developed

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learn the differences between the various types of audio segments, but it also identifies the beginning and end of each piece of content.

The Company is leveraging

this technology platform within its premium AM/FM radio listening experience through the faidr App.

The faidr App is intended to be downloaded

by consumers who will pay a subscription fee in order to listen to any streaming AM/FM radio station without commercials, podcasts and

the faidrRadio exclusive content offerings.

Advanced features will allow consumers to skip any content heard on the station, request audio

content on-demand, and program an audio routine.

We believe the faidr App represents a significant differentiated audio streaming product,

or Superapp, that will be the first to come to market since the emergence of popular streaming music apps such as Pandora, Spotify, Apple

Music, Amazon Music, etc.

We believe that the most significant point of differentiation is that in addition to ad-free AM/FM streaming,

the faidr App is intended to deliver non-music content that includes local sports, news, weather, traffic and the discovery of new music

alongside exclusive programming and podcasts.

No other radio streaming app available today, including category leaders like TuneIn, iHeart,

and Audacy, can compete with faidr’s full product offerings.

The Company commissioned

two separate surveys to establish subscription pricing in accordance with an industry standard pricing analysis.

Results of both surveys,

which included nearly 3,000 responses, suggested $12/month as the optimal price to maximize revenue and $7.99 to maximize market share

and indicated that 29% of respondents were at least likely to subscribe to the product.

The majority of respondents who self-identified

as being listeners to paid services such as SiriusXM and streaming radio indicated a likely intent to purchase.

We believe this implies

a preference for the local content inherent in AM/FM broadcasting.

The Company launched all

radio stations on its faidr App on February 15, 2022.

The Company has also developed

its podcasting platform, which leverages technologies and proven product concepts to differentiate its podcasts offering from other competitors

in the radio streaming product category.

With podcasting growing and

predicted to grow at a rapid rate, the Auddia podcast platform was conceptualized to fill a void in the emerging audio media space.

platform aims to be the preferred podcasting solution for podcasters by enabling them to deliver digital content feeds that match the

audio of their podcast episodes, and by enabling podcasters to make additional revenue from new digital advertising channels;

on-demand fees for exclusive content;

and through direct donations from their listeners.

Today, podcasters do not have a preference

as to where their listeners access their episodes, as virtually all listening options (mobile apps and web players) deliver only their

podcast audio.

By creating a platform on which they can make net new and higher margin revenue, we believe that podcasters will promote

faidr to their listeners, thus creating a powerful, organic marketing dynamic.

One innovative and proprietary

part of the podcast platform is the availability of tools to create and distribute an interactive digital feed which supplements podcast

episode audio with additional digital.

These content feeds allow podcasters to tell deeper stories to their listeners while giving podcasters

access to digital revenue for the first time.

Podcasters will be able to build these interactive feeds using The Podcast Hub, a content

management system that also serves as a tool to plan and manage podcast episodes.

The digital feed activates a new digital ad channel

that turns every audio ad into a direct-response, relevant-to-the-story, digital ad, increasing the effectiveness and value of their established

audio ad model.

The feed also presents a richer listening experience, as any element of a podcast episode can be supplemented with images,

videos, text and web links.

This feed will appear fully synchronized in the faidr mobile App, and it also can be hosted and accessed independently

(e.g., through any browser), making the content feed universally distributable.

Over time, users will be

able to comment, and podcasters will be able to grant some users publishing rights to add content directly into the feed on their behalf.

This will create another first for podcasting, a dialog between creator and fan, synchronized to the episode content.

The podcast capabilities

within faidr will also introduce a unique and industry first multi-channel, highly flexible set of revenue channels that podcasters can

activate in combination to allow listeners to choose how they want to consume and pay for content.

“Flex Revenue” allows podcasters

to continue to run their standard audio ad model and complement those ads with direct response enabled digital ads in each episode content

feed, increasing the value of advertising on any podcast.

“Flex Revenue” will also activate subscriptions, on-demand fees

for content (e.g., listen without audio ads for a micro payment fee) and direct donations from listeners.

Using these channels in combination,

podcasters can maximize revenue generation and exercise higher margin monetization models, beyond basic audio advertising.

faidr is available today

through the iOS and Android app stores.

The Company is leveraging this technology platform

within its premium AM/FM radio listening experience through the faidr App.

The faidr App is intended to be downloaded by consumers who

will pay a subscription fee in order to listen to any streaming AM/FM radio station and podcasts, all with commercial interruptions removed

from the listening experience, in addition to the faidrRadio exclusive content offerings.

Advanced features will allow consumers to skip

any content heard on the station and request audio content on-demand.

We believe the faidr App represents a significant differentiated

audio streaming product, or Superapp, that will be the first to come to market since the emergence of popular streaming music apps such

as Pandora, Spotify, Apple Music, Amazon Music, etc.

We believe that the most significant point of differentiation is that

in addition to ad-free AM/FM streaming and ad-free podcasts, the faidr App is intended to deliver non-music content that includes local

sports, news, weather, traffic and the discovery of new music alongside exclusive programming.

No other audio streaming app available

today, including category leaders like TuneIn, iHeart, and Audacy, can compete with faidr’s full product offerings.

The Company launched an MVP version of faidr through

several consumer trials in 2021 to measure consumer interest and engagement with the App.

The full app launched on February 15, 2022,

and included all major U.S.

radio stations in the US.

In February 2023, the Company added faidrRadio, Auddia’s exclusive content

offerings, to the app.

Podcasts (standard) were added to the app for the iOS version before the end of Q1 2023 as planned and added to

the Android app in May of 2023.

Podcast functionality will continue to be enhanced through 2024, including the deployment of the Company’s

ad-reduction technology.

The Company also developed a testbed differentiated

podcasting capability called Vodacast, which leveraged technologies and proven product concepts to differentiate its podcasts offering

from other competitors in the radio-streaming product category.

With podcasting growing and predicted to grow

at a rapid rate, the Vodacast podcast platform was conceptualized to fill a void in the emerging audio media space.

The platform was built

to become the preferred podcasting solution for podcasters by enabling them to deliver digital content feeds that match the audio of their

podcast episodes, and by enabling podcasters to make additional revenue from new digital advertising channels, subscription channels,

on-demand fees for exclusive content, and through direct donations from their listeners.

Throughout 2023, Auddia has been migrating their

podcasting capabilities into the flagship faidr app with the intention to sunset the Vodacast platform and instead bring the advanced

podcasting functionality that was found on Vodacast into faidr as part of the overall strategy to build a single audio Superapp.

includes Auddia’s new podcast ad-reduction technology.

Today, podcasters do not have a preference as

to where their listeners access their episodes, as virtually all listening options (mobile apps and web players) deliver only their podcast

By creating significant differentiation on which they can make net new and higher margin revenue, we believe that podcasters will

promote faidr to their listeners, thus creating a powerful, organic marketing dynamic.

One innovative and proprietary part of Auddia’s

podcast capabilities, originally presented on their Vodacast differentiated podcasting capability, is the availability of tools to create

and distribute an interactive digital feed, which supplements podcast episode audio with additional digital.

These content feeds allow

podcasters to tell deeper stories to their listeners while giving podcasters access to digital revenue for the first time.

will be able to build these interactive feeds using The Podcast Hub, a content management system that was originally developed and trialed

as part of Auddia’s Vodacast platform, which also serves as a tool to plan and manage podcast episodes.

The digital feed activates

a new digital ad channel that turns every audio ad into a direct-response, relevant-to-the-story, digital ad, increasing the effectiveness

and value of their established audio ad model.

The feed also presents a richer listening experience, as any element of a podcast episode

can be supplemented with images, videos, text and web links.

This feed will appear fully synchronized in the faidr mobile App, and it

also can be hosted and accessed independently (e.g., through any browser), making the content feed universally distributable.

Over time, users will be able to comment, and

podcasters will be able to grant some users publishing rights to add content directly into the feed on their behalf.

This will create

another first for podcasting, a dialog between creator and fan, synchronized to the episode content.

The interactive feed for podcasts

has been developed and tested on Vodacast and is expected to be another differentiator added into faidr for podcast listeners later in

The podcast capabilities within faidr will also

introduce a unique and industry first multi-channel, highly flexible set of revenue channels that podcasters can activate in combination

to allow listeners to choose how they want to consume and pay for content.

“Flex Revenue” allows podcasters to continue to

run their standard audio ad model and complement those ads with direct response enabled digital ads in each episode content feed, increasing

the value of advertising on any podcast.

“Flex Revenue” will also activate subscriptions, on-demand fees for content (e.g.,

listen without audio ads for a micro payment fee) and direct donations from listeners.

Using these channels in combination, podcasters

can maximize revenue generation and exercise higher margin monetization models, beyond basic audio advertising.

“Flex Revenue”

and the initial inclusion of the new revenue channels that come with it will be added to podcasting in the faidr app, and the first elements

of this new monetization capability is expected to be commercially available in 2024, beginning with subscription plans to access ad-reduction

The faidr mobile App is available today through

the iOS and Android App stores.

Recent Developments

On March 16, 2023, the

Company announced the following recent results for its products:

· A 10% user subscription conversion rate since launching subscriptions in its iOS only app 45 days previously.

· faidrRadio, the Company’s exclusive content programming available in the iOS faidr app, has maintained

33% of the app’s total plays alongside traditional AM/FM radio.

· The Company has continued to make significant progress in cost per installs, a top metric for indicating

consumer interest in the faidr product.

Across the combined iOS and Android platforms, the Company is on track to reach its mid-2023 target

of $1.80 cost per install.

Mergers and Acquisitions Strategy

We are exploring various merger and acquisition

options as part of a broader strategy which aims to scale the business more rapidly;

accelerate user adoption and subscriber growth;

new markets (international);

and open new pathways toward raising capital.

The overall strategy focuses on three areas:

(1) acquiring

users of a radio-streaming app, (2) bringing our proprietary ad-free products to the acquired userbase to generate significant subscription

revenue, and (3) bringing together other differentiated features into the larger audio Superapp platform.

RFM Acquisition

On January 26, 2024, we entered into a Purchase

Agreement (the “RFM Purchase Agreement”), pursuant to which we agreed to acquire RadioFM (the “RFM Acquisition”),

which is currently a component of both AppSmartz and RadioFM (partnerships under common control).

The aggregate consideration for the

RFM Acquisition is $13,000,000 (plus $2,000,000 in contingent consideration if certain post-close milestones are reached), in addition

to the assumption of certain liabilities, as may be adjusted pursuant to the terms of the RFM Purchase Agreement.

In March 2024, the parties mutually agreed to

terminate the RFM Purchase Agreement.

The Company filed an amendment to its Certificate

of Incorporation with the Secretary of State in Delaware which became effective as of 5:00 P.M.

Eastern Time on February 26, 2024.

a result, every twenty-five (25) issued shares of common stock were automatically combined into one share of common stock.

Shares of the Company’s common stock were

assigned a new CUSIP number (05072K 206) and began trading on a split-adjusted basis on February 27, 2024.

The reverse stock split did not change the authorized

number of shares of the Company’s common stock.

No fractional shares were issued and any fractional shares resulting from the reverse

stock split were rounded up to the nearest whole share.

Therefore, stockholders with less than 25 shares received one share of stock.

The reverse stock split applied to the Company’s

outstanding warrants, stock options and restricted stock units.

The number of shares of common stock into which these outstanding securities

are convertible or exercisable were adjusted proportionately as a result of the reverse stock split.

The exercise prices of any outstanding

warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s

equity incentive plans.

History of Auddia

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began to conceptualize what would become Auddia, a commercial-free subscription platform for broadcasters and radio listeners.

Management of the Company commenced evaluating essential

aspects of the opportunity such as technical feasibility, consumer viability, basic economics, intellectual property matters and basic

The Company’s Executive Chairman, Chief Executive Officer and Chief Technology Officer all have experience in performing

similar assessments for consumer facing products in various industries, including elections, gaming, secure document processing, and digital

Further, our Executive Chairman has extensive experience developing strategy and determining business viability of products

in the several previous companies that he founded.

Management of the Company commenced evaluating

essential aspects of the opportunity such as technical feasibility, consumer viability, basic economics, intellectual property matters

and basic legality.

The Company’s Executive Chairman, Chief Executive Officer and Chief Technology Officer all have experience in

performing similar assessments for consumer facing products in various industries, including elections, gaming, secure document processing,

and digital advertising.

Further, our Executive Chairman has extensive experience developing strategy and determining business viability

of products in the several previous companies that he founded.

Management’s assessment also included metrics

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SiriusXM does not offer the local content and personalities that local broadcast radio exclusively

In early 2018 and over the period of next year, management

analyzed and assessed the commercial viability of the proposed faidr platform to determine whether a subscription-based commercial free

radio service would generate consumer interest.

In early 2018 and over the period of next year,

management analyzed and assessed the commercial viability of the proposed faidr platform to determine whether a subscription-based commercial

free radio service would generate consumer interest.

This assessment was based upon:

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as the podcast offering.

In February of 2022, Auddia launched faidr and

began acquiring users to assess App performance and adoption.

The faidr App has gone through multiple iterations since launch, including

the major feature additions of podcasts and faidrRadio.

Overview of the Evolving

Audio Ecosystem and the Positioning of AM/FM Broadcast Radio

We believe that audio as

a medium is experiencing a renaissance as advanced artificial intelligence capabilities such as voice recognition are ushering in an era

where voice is becoming the most efficient interface to interact with audio and video content.

We believe that audio

as a medium is experiencing a renaissance as advanced artificial intelligence capabilities such as voice recognition are ushering in an

era where voice is becoming the most efficient interface to interact with audio and video content.

Historically, audio has been a passive

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Broadcast radio remains the dominant force in

The 2022 Share of Ear Study shows broadcast radio with a 39% share of listening and the next most popular form of listening being

music videos on YouTube at 14% followed by owned music at 10%.

Although AM/FM radio continues to dominate audio listening, streaming audio

is the fastest growing segment according to Share of Ear studies going back to 2014.

We believe streaming audio will continue to grow

as on-demand content in the form of streaming music podcasting, short-form audio and other emerging formats of audio content become more

prevalent and artificial intelligence technologies facilitate the introduction of new and improved listening experiences.

The Q3 2023 Share of Ear Study shows broadcast radio with a 37% share of listening and the next most popular form of listening

being music videos on YouTube at 14% followed by owned music at 5%.

Although AM/FM radio continues to dominate audio listening, streaming

audio is the fastest growing segment according to Share of Ear studies going back to 2014.

We believe streaming audio will continue to

grow as on-demand content in the form of streaming music podcasting, short-form audio and other emerging formats of audio content become

more prevalent and artificial intelligence technologies facilitate the introduction of new and improved listening experiences.

audio has demonstrated its growth trajectory, AM/FM radio has responded by streaming their radio stations but with, we believe, very little

success in comparison to the streaming music players as measured by consumer listening.

Most common streaming platforms

Most common streaming

platforms in the U.S.

offer a paid subscription model to eliminate or reduce advertisements during the listening experience.

With very few exceptions,

AM/FM radio has not adopted this model to date.

Most AM/FM streams are simulcasts of the on-air station and carry the same advertisement

load as the on-air product.

In 2020, the average advertisement load was 16.7 minutes per hour (an increase of approximately 2 30-second

ads from 2018’s average of 16.1 minutes).

This means that if these 16.7 minutes were filled with the common 30-second spot, this

would equate to 33.4 advertisements per hour.

Given that the free ad-supported tiers of the music streaming services commonly limit ads

to 4 per hour, a streaming service with 32 audio ads per hour is more disruptive to the content listening experience.

We believe the combination

of AM/FM radio’s advertisement load and the inability for listeners to skip content or request on-demand content in an AM/FM radio

stream is the main reason broadcast radio is not gaining ground in the audio streaming market relative to the other music players.

few exceptions, AM/FM radio has not adopted this model to date.

Most AM/FM streams are simulcasts of the on-air station and carry the

same advertisement load as the on-air product.

In 2020, the average advertisement load was 16.7 minutes per hour (an increase of approximately

2 30-second ads from 2018’s average of 16.1 minutes).

This means that if these 16.7 minutes were filled with the common 30-second

spot, this would equate to 33.4 advertisements per hour.

Given that the free ad-supported tiers of the music streaming services commonly

limit ads to 4 per hour, a streaming service with 32 audio ads per hour is more disruptive to the content listening experience.

the combination of AM/FM radio’s advertisement load and the inability for listeners to skip content or request on-demand content

in an AM/FM radio stream is the main reason broadcast radio is not gaining ground in the audio streaming market relative to the other

music players.

There are a handful of

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as it is not beholden to any exclusivity deals with the larger AM/FM media corporations.

The Company believes the

faidr App will give subscribers the technology solution they need to enjoy the local content presented by AM/FM radio while not only avoiding

the interruption of 16.7 minutes of ads per hour, but also personalizing the listening experience with skips and on-demand content.

believe the faidr App represents the consumer product that modernizes the radio-listening experience, combines AM/FM with the right mix

of other content options—podcasts and exclusive content and programming—and gives users the control they expect in the current

audio-streaming landscape.

The Company believes

the faidr App will give subscribers the technology solution they need to enjoy the local content presented by AM/FM radio while not only

avoiding the interruption of 16.7 minutes of ads per hour, but also personalizing the listening experience with skips and on-demand content.

We believe the faidr App represents the consumer product that modernizes the radio-listening experience, combines AM/FM with the right

mix of other content options—podcasts and exclusive content and programming—and gives users the control they expect in the

current audio-streaming landscape.

Overview of Podcasting

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By leveraging

more than six years of experience delivering synchronized digital content feeds for radio stations through their mobile apps and web players,

the Company believes that basic podcasting audio, as a generic form of audio media, can be enhanced to provide a better content experience

for listeners while providing a more robust platform on which podcasters as content creators can more effectively monetize their work.

Software Products and

more than seven years of experience delivering synchronized digital content feeds for radio stations through their mobile apps and web

players, the Company believes that basic podcasting audio, as a generic form of audio media, can be enhanced to provide a better content

experience for listeners while providing a more robust platform on which podcasters as content creators can more effectively monetize

Software Products and Services

The faidr App

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segments with other content such as additional music.

The Company is developing strategies and content relationships

to access additional content sources to cover commercials and respond to skips across many content segments in addition to music and commercials,

such as sports, news, talk and weather.

As the audio content ecosystem continues to expand, the Company believes faidr will represent

an attractive distribution platform for content providers.

There is no guarantee the audio content ecosystem will continue to expand along

its current trajectory or that the Company will be able to secure access to content in an economically advantageous manner, both of which

would negatively impact the user experience within faidr.

The Company has not yet secured the rights from content providers to place any

audio content into the platform in an on-demand use case.

The Company is developing strategies and content

relationships to access additional content sources to cover commercials and respond to skips across many content segments in addition

to music and commercials, such as sports, news, talk and weather.

As the audio content ecosystem continues to expand, the Company believes

faidr will represent an attractive distribution platform for content providers.

There is no guarantee the audio content ecosystem will

continue to expand along its current trajectory or that the Company will be able to secure access to content in an economically advantageous

manner, both of which would negatively impact the user experience within faidr.

The Company has not yet secured the rights from content

providers to place any audio content into the platform in an on-demand use case.

Users of faidr can also access any podcast that’s

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To secure the rights to stream music and other content

through the faidr app, the Company may enter into license agreements with copyright owners of sound recordings and musical works or their

authorized agents.

In June 2021, the Company filed a Notice of Use of Sound Recordings Under Statutory License in accordance with 37 CFR

§ 370.2, which authorized the Company to make noninteractive digital audio transmissions and reproductions of certain sound recordings

pursuant to the statutory licenses set forth in 17 U.S.C.

To secure the rights to stream music and other

content through the faidr app, the Company may enter into license agreements with copyright owners of sound recordings and musical works

or their authorized agents.

In June 2021, the Company filed a Notice of Use of Sound Recordings Under Statutory License in accordance

with 37 CFR § 370.2, which authorized the Company to make noninteractive digital audio transmissions and reproductions of certain

sound recordings pursuant to the statutory licenses set forth in 17 U.S.C.

§§ 112 and 114.

The Company is also in the process of obtaining licenses

with the performing rights organizations (“PROs”) in the United States, which negotiate blanket licenses with copyright users

for the public performance of compositions in their repertory, collect royalties under such licenses, and distribute those royalties to

The faidr App’s architecture presents a built-in

digital audio recorder (“DAR”) that will allow consumers to record third-party transmissions made available through the faidr

The Company believes such consumer-initiated recordings are authorized as non-infringing, fair use time shifting by consumers pursuant

to the Supreme Court’s decision in Sony Corp.

The Company is also in the process

of obtaining licenses with the performing rights organizations (“PROs”) in the United States, which negotiate blanket licenses

with copyright users for the public performance of compositions in their repertory, collect royalties under such licenses, and distribute

those royalties to copyright owners.

The faidr App’s architecture presents a

built-in digital audio recorder (“DAR”) that will allow consumers to record third-party transmissions made available through

the faidr App.

The Company believes such consumer-initiated recordings are authorized as non-infringing, fair use time shifting by consumers

pursuant to the Supreme Court’s decision in Sony Corp.

of America v.

Universal City Studios, Inc.

Court also ruled that the manufacturers of home video recording devices were not liable for reproductions made by consumers where the

devices had substantial non-infringing uses.

faidr’s DAR is analogous to the Betamax television recorders found non-infringing in

the Universal City Studios decision.

Supreme Court also ruled that the manufacturers of home video recording devices were not liable for reproductions made by consumers where

the devices had substantial non-infringing uses.

faidr’s DAR is analogous to the Betamax television recorders found non-infringing

in the Universal City Studios decision.

With the faidr’s DAR, users can select radio stations to record.

Users can also control their

listening experience by deciding whether they will listen to commercials or other programming categories selected by the user.

believes giving users the ability to avoid commercials is protected, non-infringing activity.

Users can also control

their listening experience by deciding whether they will listen to commercials or other programming categories selected by the user.

Company believes giving users the ability to avoid commercials is protected, non-infringing activity.

If a court were to hold that one or more functionalities

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Auddia’s Podcast Platform, which includes

the Vodacast mobile app, is an interactive podcasting platform the Company has built that allows podcasters to give their audiences

an interactive audio experience.

Podcast listeners are able to see video and other digital content that correlates with the podcast audio

and is presented to the listener as a digital feed.

All content presented in the digital feed can be synched to the podcast audio content.

This allows podcast listeners to visually experience, interact with, and eventually comment on audio content in podcasts.

Much of the technology we use in this platform to

create the feed of digital content synchronized to the audio content of the podcast is based on the core functionality and product concepts

the Company has used historically to provide synchronized digital feeds to over 580 radio stations.

The digital feed introduces a new digital revenue

stream to podcasters, such as synchronized digital advertising while providing end users a new digital content channel that compliments

the core audio channel of the podcast.

Below are hypothetical screenshots for a generic Podcast.

The image on the right is an example

of an episode feed in the Vodacast mobile app while the image on the left is an example of a typical user experience of a podcast episode

in most other listening apps.

Within the Vodacast episode feed, digital ads can be placed to drive revenue.

All of the content and functionality that is made

available within the Podcast Platform, through the Vodacast mobile app, is currently being added to the faidr app, diversifying the podcast

offering of faidr and bringing that app up to parity with the major, competing apps like iHeart Radio, TuneIn and Audacy.

the previously developed and commercially trialed Vodacast mobile app, is an interactive differentiated podcasting capability the Company

has built that allows podcasters to give their audiences an interactive audio experience.

Podcast listeners are able to see video and

other digital content that correlates with the podcast audio and is presented to the listener as a digital feed.

All content presented

in the digital feed can be synched to the podcast audio content.

This allows podcast listeners to visually experience, interact with,

and eventually comment on audio content in podcasts.

Much of the technology we use in this platform

to create the feed of digital content synchronized to the audio content of the podcast is based on the core functionality and product

concepts the Company has used historically to provide synchronized digital feeds to over 580 radio stations.

The digital feed introduces a new revenue stream

to podcasters, such as synchronized digital advertising while providing end users a new digital content channel that compliments the core

audio of the podcast.

All of the content and functionality that is

made available within the Podcast Platform, through the Vodacast mobile app, is currently being added to the faidr app, diversifying

the podcast offering of faidr and bringing that app up to parity with the major, competing apps like iHeart Radio, TuneIn and

In addition, new ad-skipping features are also being added to faidr in 2024 which demonstrates the company’s

differentiation in the podcasting arena, for both podcasters and consumers.

Business Model and Customer Acquisition Strategy

The Company has an eight-year plus history of working

closely with the broadcast radio industry in the United States to help the industry adapt to both digital advertising and digital media

technologies.

The Company has an eight-year plus history of

working closely with the broadcast radio industry in the United States to help the industry adapt to both digital advertising and digital

media technologies.

The Company announced several broadcast radio

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that initially included approximately 4,000 radio stations on the faidr App.

The Company has continued to add stations to the App which

now presents more than 6,200 AM/FM streams.

The Company has continued to add stations to the faidr App

which now presents more than 6,200 AM/FM streams.

Radio stations owned by broadcasters will be economically

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history and existing relationships with broadcast radio will drive customer acquisition for the faidr App.

Our business model is based on creating a pool of

subscription revenue across all streaming stations and other content providers utilizing the faidr platform.

This subscription pool, less

direct subscriber acquisition costs and increased music streaming fees, is expected to be shared with radio stations and other content

providers based on the time each listener spends listening to a station on faidr.

We believe this business model will result in broadcasters

promoting the listening of their stations within faidr, similar to how radio stations are currently using airtime to promote the listening

of their stations on Alexa and other smart speaker systems.

The podcast platform, once

implemented in faidr, will be marketed to podcasters and podcasting companies with business-to-business strategies that focus on communicating

the value proposition.

The potential to earn new, incremental revenue on the faidr platform, in addition to the other key value propositions

of the platform, is expected to organically drive podcasters to promote the platform directly to their listeners.

Direct-to-consumer marketing

will be done independently by the Company and, in some cases, in partnership with podcasters who leverage their audio content programs

to promote to their established audiences.

As is the case with other proven marketing strategies, we intend to have our partners benefit

from a participative revenue share, higher ad revenue, and higher margins on advertising through the Vodacast platform.

Our business model is based on creating a pool

of subscription revenue across all streaming stations and other content providers utilizing the faidr platform.

This subscription pool,

excluding direct subscriber acquisition costs and increased music streaming fees, is expected to be shared with radio stations and other

content providers, such as podcasters whose episodes are available ad-free, based either on the time each listener spends listening or

the amount of plays on faidr.

We believe this business model will result in broadcasters and podcasters promoting the listening of their

content within faidr, similar to how radio stations are currently using airtime to promote the listening of their stations on Alexa and

other smart speaker systems.

Our major podcast differentiators once implemented

in faidr, will be marketed to podcasters and podcasting companies with business-to-business strategies that focus on communicating the

value proposition and monetization opportunity.

The potential to earn new, incremental revenue on the faidr platform, in addition to the

other key value propositions of the platform, is expected to organically drive podcasters to promote the platform directly to their listeners.

Direct-to-consumer marketing will be done independently by the Company and, in some cases, in partnership with podcasters who leverage

their audio content programs to promote to their established audiences.

As is the case with other proven marketing strategies, we intend

to have our partners benefit from a participative revenue share through faidr podcasting.

Our Legacy Interactive

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to incorporate a premium offering that includes skips, on-demand content and a commercial-free option.

The Company’s legacy product served the broadcast

industry by providing a platform that allowed for the delivery of actionable digital ads that are synchronized with broadcast and streaming

The Company’s legacy product served the

broadcast industry by providing a platform that allowed for the delivery of actionable digital ads that are synchronized with broadcast

and streaming audio ads.

Broadcasters offered mobile and web digital interfaces to their listeners, typically for their individual stations.

Our Interactive

Radio Platform provided mobile and web products that provided end users (listeners) with a visual display of everything a radio station

has played in recent history (referred to as a “station feed”).

In addition to displaying album art for songs played, and

digital insertions for station promotions and programs (e.g., a radio station contest), the station feed also included a digital element

for each audio ad that was played.

These interactive, synchronized digital ads generate additional revenue for broadcasters and allow

for the collection of meaningful advertising analytics which we present to broadcasters through an analytics dashboard.

The Company began phasing out the Interactive Radio

Platform in 2020 and ceased operations related to all legacy deployments and services by July 1, 2020.

Much of the core technology of

this platform is being leveraged for re-use within faidr.

Our Interactive Radio Platform provided mobile and web products that provided end users (listeners) with a visual display of everything

a radio station has played in recent history (referred to as a “station feed”).

In addition to displaying album art for songs

played, and digital insertions for station promotions and programs (e.g., a radio station contest), the station feed also included a digital

element for each audio ad that was played.

These interactive, synchronized digital ads generate additional revenue for broadcasters and

allow for the collection of meaningful advertising analytics which we present to broadcasters through an analytics dashboard.

The Company began phasing out the Interactive

Radio Platform in 2020 and ceased operations related to all legacy deployments and services by July 1, 2020.

Much of the core technology

of this platform is being leveraged for re-use within faidr.

Furthermore, our well-established relationships with more than a dozen broadcasters

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to develop, strengthen, and maintain our proprietary position in the field of interactive audio.

The Company holds issued patents and has patents pending

in the areas of audio content monitoring, identification, distribution and presentation.

The Company’s intellectual property has

been used in the development of products that allow broadcasters and audio content distributors to present digital content and supplemental

The Company holds issued patents and has patents

pending in the areas of audio content monitoring, identification, distribution and presentation.

The Company’s intellectual property

has been used in the development of products that allow broadcasters and audio content distributors to present digital content and supplemental

audio and video content along with and even synchronized with their standard audio content.

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they may have heard and/or receive additional information about what they heard.

On March 12, 2019, the United States Patent and Technology

Office issued a patent to the Company (titled “Method and System for Sub-Audible Signaling”) that covers an advanced “watermarking”

technology to attach source-attribution information, as well as highly detailed content descriptors into an audio broadcast or stream.

We believe this technology improves the state of the art by potentially increasing the amount of information that can be embedded in an

audio stream or broadcast, as well as supporting the real time addition of sub-audio information.

The Company does not utilize this patent

technology in its current products, but the technology may be useful for future products or potential licensing to others.

However, there

can be no assurance that this patent or the technology underlying the patent will be utilized or licensed by the Company or, even if utilized

or licensed, this patented technology will result in revenues or profits.

On March 12, 2019, the United States Patent and

Technology Office issued a patent to the Company (titled “Method and System for Sub-Audible Signaling”) that covers an advanced

“watermarking” technology to attach source-attribution information, as well as highly detailed content descriptors into an

audio broadcast or stream.

We believe this technology improves the state of the art by potentially increasing the amount of information

that can be embedded in an audio stream or broadcast, as well as supporting the real time addition of sub-audio information.

does not utilize this patent technology in its current products, but the technology may be useful for future products or potential licensing

However, there can be no assurance that this patent or the technology underlying the patent will be utilized or licensed by

the Company or, even if utilized or licensed, this patented technology will result in revenues or profits.

The most recent intellectual property to be submitted

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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

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.

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

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.

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.

Our audio service offerings

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we do not currently consider the Company to be a significant participant in its industry.

All the top-three radio streamers

listed above have the same core weaknesses against faidr.

All the top-three radio

streamers listed above have the same core weaknesses against faidr.

First, none of them can offer complete commercial-free listening.

one is willing to aggregate all the US stations within their platform due to various conflicts of interest.

iHeart and Audacy are only

interested in allowing users to stream the stations they own and operate, and TuneIn’s relationship with iHeart prevents it from

offering Audacy stations.

However, our success is dependent

upon our development of new services as well as competitive advertising spend, and there can be no assurance that we will have the resources

to acquire new users at a compelling rate to out-compete those top-three platforms or to introduce new services to compete with other

new technologies or services.

Other companies employing new technologies or services could more successfully implement such new technologies

or services or otherwise increase competition with our business.

And two, not one is willing to aggregate all the US stations within their platform due to various conflicts of interest.

iHeart and Audacy

are only interested in allowing users to stream the stations they own and operate, and TuneIn’s relationship with iHeart prevents

it from offering Audacy stations.

However, our success

is dependent upon our development of new services as well as competitive advertising spend, and there can be no assurance that we will

have the resources to acquire new users at a compelling rate to out-compete those top-three platforms or to introduce new services to

compete with other new technologies or services.

Other companies employing new technologies or services could more successfully implement

such new technologies or services or otherwise increase competition with our business.

As of December 31, 2023,

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Legal Proceedings

From time to time, we may

be involved in litigation relating to claims arising out of our operations in the normal course of business.

We are not currently a party

to any material legal proceedings, the adverse outcome of which, in our management’s opinion, individually or in the aggregate,

From time to time, we

may be involved in litigation relating to claims arising out of our operations in the normal course of business.

We are not currently

a party to any material legal proceedings, the adverse outcome of which, in our management’s opinion, individually or in the aggregate,

would have a material adverse effect on the results of our operations or financial position.

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In November of 2022, the Company amended the sublease

to reflect a new term that now expires on December 14, 2023, unless specifically renewed by the parties.

The square footage rented was

reduced to approximately 2,160 square feet at the cost of $4,018 per month.

Rent expense was $104,223 and $75,336 for the year ended December

31, 2022, and 2021, respectively.

to reflect a new term that expired on December 14, 2023, and was not renewed by the parties.

The square footage rented was reduced to

approximately 2,160 square feet at the cost of $4,018 per month.

As of December 31, 2023, the Company was negotiating a new office space

lease and entered into a temporary month-to-month lease for $1,600 per month until negotiations were finalized.

On March 25, 2024, the

Company entered into a new 37-month operating lease commencing on April 1, 2024 with two separate two year renewal options.

base rent for months two through 14 is $2,456, increasing to $3,070 for months 15 through 26, and ending at $3,684 for months 27 through

Rent expense was $61,724 and $104,223 for the years ended December 31, 2023, and 2022, respectively.

Regulatory and Certifications

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and enforcement, differ significantly among those jurisdictions.

Data privacy has become a

significant issue in the United States and in other countries.

Data privacy has become

a significant issue in the United States and in other countries.

The regulatory framework for privacy issues worldwide is rapidly evolving

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Segment Information

We operate in a single operating

segment and a single reporting segment.

Operating segments are defined as components of an enterprise about which separate financial information

is regularly evaluated by the chief operating decision maker function (which is fulfilled by our chief executive officer) in deciding

how to allocate resources and in assessing performance.

Our chief executive officer allocates resources and assesses performance based

upon financial information at the level.

Since we operate in one operating segment, all required financial segment information is presented

in the financial statements.

We operate in a single

operating segment and a single reporting segment.

Operating segments are defined as components of an enterprise about which separate financial

information is regularly evaluated by the chief operating decision maker function (which is fulfilled by our chief executive officer)

in deciding how to allocate resources and in assessing performance.

Our chief executive officer allocates resources and assesses performance

based upon financial information at the level.

Since we operate in one operating segment, all required financial segment information is

presented in the financial statements.

Corporate Information

We were originally formed as Clip Interactive, LLC

in January 2012, as a limited liability company under the laws of the State of Colorado.

We were originally formed as Clip Interactive,

LLC in January 2012, as a limited liability company under the laws of the State of Colorado.

In connection with our initial public offering

(“IPO”) in February 2021, we converted into a Delaware corporation pursuant to a statutory conversion under the name Auddia

Our principal executive offices are located at 2100 Central Avenue, Suite 200, Boulder, CO 80301.

Our main telephone number is (303) 219-9771.

Our principal executive offices are located at 1680 38 th Street, Suite 130, Boulder, CO 80301.

Our main telephone number

is (303) 219-9771.

Our internet website is www.auddia.com and corporate website is www.auddiainc.com.

The information contained in or accessible from our

website is not incorporated into this Annual Report, and you should not consider it part of this Annual Report.

We have included our website

address in this Annual Report solely as an inactive textual reference.

We are an “emerging growth company” as

defined in the Jumpstart Our Business Startups Act of 2012.

The information contained in

or accessible from our website is not incorporated into this Annual Report, and you should not consider it part of this Annual Report.

We have included our website address in this Annual Report solely as an inactive textual reference.

We are an “emerging growth company”

as defined in the Jumpstart Our Business Startups Act of 2012.

We will remain an emerging growth company until the earlier of:

day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue

of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock

that is held by non-affiliates exceeds $700.0 million as of the prior June 30th, and (ii) the date on which we have issued more than $1.0

billion in non-convertible debt during the prior three-year period.

last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross

revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our

common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th, and (ii) the date on which we have issued

more than $1.0 billion in non-convertible debt during the prior three-year period.

Available Information

Our internet address is www.auddia.com

and our investor relations website is located at investors.auddiainc.com.

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,

Current Reports on Form 8-K and amendments to those reports can be found on our investor relations website, free of charge, as soon as

reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Information contained on our website

is not incorporated by reference into this Form 10-K.

The SEC maintains a public website, www.sec.gov, which includes information about

and the filings of issuers that file electronically with the SEC.

Our internet address

is www.auddia.com and our investor relations website is located at investors.auddiainc.com.

Our Annual Reports on Form 10-K, Quarterly

Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports can be found on our investor relations website, free

of charge, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

Information contained

on our website is not incorporated by reference into this Form 10-K.

The SEC maintains a public website, www.sec.gov, which includes information

about and the filings of issuers that file electronically with the SEC.

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 1. Business