What changed in this filing

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Item 9A. Controls and Procedures

2025-03-05 compared with 2024-04-01 · 195 added, 208 removed, 772 unchanged (34% of the section changed)

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Management has completed such evaluation and has

concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information required to

be disclosed by us in reports we file or submit under the Exchange Act is appropriate to allow timely decisions regarding required disclosures.

As a result of the material weakness in internal controls over financial reporting described below, we concluded that our disclosure controls

and procedures as of December 31, 2023 were not effective.

Management’s Annual Report on Internal

Control Over Financial Reporting

concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed

by us in reports we file or submit under the Exchange Act is appropriate to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control Over Financial

Management is responsible for establishing and

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statements for external reporting purposes in accordance with GAAP.

Based on our evaluation under the framework in Internal Control -

Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2024.

Because of its inherent limitations, internal

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to provide such report.

Material Weaknesses in Internal Control over

Financial Reporting

Management assessed the effectiveness of our internal

control over financial reporting as of December 31, 2023 based on the framework established in Internal Control—Integrated Framework

(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has determined

that our internal control over financial reporting as of December 31, 2023 was not effective.

A material weakness, as defined in the standards

established by Sarbanes-Oxley, is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that

there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be

prevented or detected on a timely basis.

The ineffectiveness of our internal control over

financial reporting was due to the following material weaknesses, which we identified during the course of preparing financial statements

to meet the requirements of our IPO, and which have existed since the 2018 fiscal year and remain un-remediated as of December 31, 2023:

Lack of sufficiently qualified professionals with an appropriate level of accounting knowledge, training, and experience to appropriately analyze, record and disclose accounting and reporting matters timely and accurately

Lack of adequate segregation of duties within the financial reporting review function, including preparation and review of journal entries.

Insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of GAAP and SEC disclosures.

Remediation Activities

Management has been actively engaged in remediating

the above material weaknesses.

The following remedial actions have been taken during the year ended December 31, 2023:

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

Performed risk-based scoping

activities to identify key business processes, and engaged an outside internal control specialist team to assist in designing, documenting,

and implementing internal controls to address relevant risks;

Hired additional accounting

resources with appropriate levels of experience, including a new chief financial officer in 2023;

Continue to engage outside

consultants to ensure that the appropriate level of knowledge and experience is applied based on risk and complexity of transactions

and tasks under review.

The process of implementing

an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and

the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate

to satisfy our reporting obligations.

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

we may take additional actions to address control deficiencies or modify certain of the remediation measures described above.

While progress has been

made to enhance our internal control over financial reporting, we are still in the process of finalizing the controls documentation and

implementing these processes, procedures, and controls.

Additional time is required to complete these steps and to assess and demonstrate

the sustainability of these procedures.

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

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

Once we can demonstrate an uninterrupted

effectively operating control environment evidenced by Management testing of controls, we will consider these deficiencies to be remediated.

Changes in Internal Control Over Financial

Other than the applicable remediation efforts

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

over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal year ended December 31, 2023,

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We remediated a material weakness (as described in our Form 10-K for

the year ended December 31, 2023) during the year ended December 31, 2024.

Other Information

During the quarter ended December

31, 2023, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement,

as each term is defined in Item 408(a) of Regulation S-K.

During the period ended December 31, 2024, no

director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is

defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Non-employee directors

Deitsch has extensive strategic, operational, and financial leadership experience at both publicly traded and

privately held companies.

Deitsch, Director:

Deitsch has extensive strategic, operational, and financial leadership experience at both

publicly traded and privately held companies.

Since September 2020, Mr.

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

FNA), a leading

global orthopedics company.

Deitsch has served as Chief Financial Officer of Paragon 28,

FNA), a leading global orthopedics company.

From April 2017 to August 2019, Mr.

Deitsch served as Senior Vice President and Chief Financial Officer of

BioScrip, Inc.

Deitsch served as Senior Vice President

and Chief Financial Officer of BioScrip, Inc.

(formerly Nasdaq:

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

From August 2015 to April 2017,

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

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

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

From August 2015 to April 2017, Mr.

Deitsch served as Executive Vice President, Chief Financial Officer and Corporate

Secretary of Coalfire, Inc., a leading cyber-security firm.

Deitsch served as the Chief Financial Officer of Biomet Spine,

Bone Healing, and Microfixation from July 2014 to July 2015 and as Vice President Finance, Corporate Controller of Biomet,

from February 2014 to July 2014.

Deitsch was the Chief Financial

Officer of Lanx, Inc.

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

Deitsch was the Chief Financial Officer of Lanx, Inc.

from September 2009 until it

was acquired by Biomet in October 2013.

From 2002 to 2009, Mr.

Deitsch served

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

Deitsch served in various senior financial leadership roles at

Zimmer Holdings, Inc.

(formerly NYSE:

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Since 2022, Mr.

Deitsch has served as a director of Aclarion, Inc.

ACON), a healthcare technology company that is leveraging

MR Spectroscopy, biomarkers, and augmented intelligence algorithms to improve the diagnosis and treatment of chronic low back pain.

Deitsch has served as a

director of Aclarion, Inc.

ACON), a healthcare technology company that is leveraging MR Spectroscopy, biomarkers, and

augmented intelligence algorithms to improve the diagnosis and treatment of chronic low back pain.

Deitsch holds a B.S.

in Accounting from Ball State University and has an inactive CPA license.

Accounting from Ball State University and has an inactive CPA license.

Hanlon is the founder and Chief Executive Officer of the Chicago-based Vertere Group, LLC – a boutique strategic

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the applicable rules.

Policy on Trading, Pledging and Hedging of Company

Policy on Trading, Pledging and Hedging of

Company Stock

Certain transactions in our securities (such as

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The board held a total

of 10 meetings in 2023.

In 2023, our Audit Committee held six meetings, our Compensation Committee held two meetings, and our Nominating

and Governance Committee held one meeting.

Each director attended at least 75% of the aggregate of the total number of meetings of the

board and the board committees on which he served.

of six meetings in 2024.

In 2024, our Audit Committee held five meetings, our Compensation Committee held five meetings, and our Nominating

and Governance Committee held three meetings.

Each director attended at least 75% of the aggregate of the total number of meetings of

the board and the board committees on which he served.

Board Member Attendance at Annual Stockholder Meetings

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

This section provides an overview of the compensation

awarded to, earned by, or paid to each individual who served as our principal executive officer during our fiscal year 2023, and our next

two most highly compensated executive officers in respect of their service to our company for fiscal year 2023.

Our named executive officers,

or the Named Executive Officers, for the year ended December 31, 2023, are:

This section provides

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

our fiscal year 2024, and our next two most highly compensated executive officers in respect of their service to our company for fiscal

Our named executive officers, or the Named Executive Officers, for the year ended December 31, 2024, are:

Jeffrey Thramann, our Executive Chairman;

Lawless, our Chief Executive Officer;

Peter Shoebridge, our Chief Technical Officer

Michael Lawless, our Chief Executive Officer;

John Mahoney, our Chief Financial Officer

Summary Compensation

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Chief Executive Officer

Peter Shoebridge

Chief Technology Officer

Beginning after the Company’s IPO, Dr.

Thramann earns an annual salary of $300,000.

Chief Financial Officer

In 2024, the compensations committee approved salary increase for Dr.

Thramann from $300,000 to $351,300 and Mr.

Lawless from $260,000 to $304,500.

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

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Lawless and Mr.

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

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

The maximum bonus opportunity for each of Messrs.

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

As of the filing date of this Annual Report, the Company has not approved or paid any annual cash bonuses for the 2023 year.

Thramann, Lawless and Mahoney, expressed as a percentage of their base salary, is 50%.

As of the filing date of this Form 10-K, the Company has not approved or paid any annual cash bonuses for the 2024 year.

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

For information regarding assumptions underlying the valuation of equity awards, see Note 6 to our consolidated financial statements included in this Annual Report.

For information regarding assumptions underlying the valuation of equity awards, see Note 6 to our consolidated financial statements included in this Form 10-K.

Mahoney joined the Company in November 2023.

Outstanding Equity

Awards at December 31, 2024

The following table sets forth information regarding outstanding

equity awards held by our Named Executive Officers as of December 31, 2023.

The following table sets forth information regarding outstanding equity

awards held by our Named Executive Officers as of December 31, 2024.

Option Awards (1)

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12/9/2022 (6)

Michael Lawless

12/31/2024 (7)

Michael Lawless

8/15/2019 (8)

8/11/2021 (9)

Peter Shoebridge

9/8/2022 (10)

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Represents RSU awards that vest 100% on February 16, 2023.

2024 grant represents option awards that are fully vested upon grant.

2019 grant represents option awards that vest 50% on August 15, 2019, grant date.

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The remaining portion of the option vests in two equal installments on February 16, 2023, and February 16, 2024.

2023 option awards represent two grants:

The first grant of 11,000 options vest in four equal installments, 25% on November 27, 2024, 25% on November 27, 2025, 25% on November 2026 and 25% on November 27, 2027.

The second grant of 7,700 options vest 50% on November 27 2025, 25% on November 27, 2026 and 25% on November 27, 2027

Employment Arrangement with Dr.

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

The compensation committee approved a salary increase for

Dr Thramann from $300,000 to $351,300, with an effective date of July 1, 2024.

Employment Agreement with Mr.

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Lawless, expressed as a percentage of base salary,

The compensation committee approved a salary increase

Lawless from $260,000 to $304,500, with an effective date of July 1, 2024.

If the Company terminates Mr.

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Employment Agreement with Mr.

On December 18, 2023, we entered into an employment

agreement with Mr.

Mahoney, effective November 27, 2023.

The employment agreement provides for an initial annual base salary of $275,000

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

target annual bonus for Mr.

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

If the Company terminates Mr.

employment without cause or Mr.

Mahoney terminates for good reason, he is entitled to receive nine months of base salary, (ii) up to nine

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

In addition, in

the event of a change of control and a subsequent termination of Mr.

Mahoney’s employment without cause, the Company will accelerate

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

Employment Agreement with Mr.

On October 13, 2021, we entered into an employment

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Shoebridge, expressed as a percentage of base salary,

The compensation committee approved a salary increase

Shoebridge from $225,000 to $263,500, with an effective date of July 1, 2024.

If the Company terminates Mr.

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shares as to which the person or entity has the right to acquire beneficial ownership within 60 days after March 4, 2025.

The calculations set forth below are based upon

2,194,196 shares of common stock outstanding at March 29, 2024.

The calculations set

forth below are based upon 8,594,308 shares of common stock outstanding at March 4, 2025.

Unless otherwise indicated

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Jeffrey Thramann (1)

Richard Minicozzi (2)

Executive Officers and Directors:

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________________

Thramann is also a director of the Company.

Includes (i) 75,544 shares of common stock, and (ii) 5,365 shares underlying outstanding common stock warrants.

Does not include (i) 38,760 shares of common stock underlying Series A warrants (which warrants are not currently exercisable by Dr.

Thramann due to the operation of a 4.99% beneficial ownership exercise restriction contained in such warrants), and (ii) 5,500 shares underlying currently unvested RSUs granted under our 2021 equity incentive plan.

Includes (i) 70,108 shares of common stock, and (ii) 52,500 shares underlying outstanding common stock warrants.

Does not include any shares relating to the conversion feature contained in the senior secured bridge note held by Mr.

Does not include 38,760 underlying outstanding common warrants due to the operation of a 4.99% beneficial ownership exercise restriction contained in such warrants.

Includes (i) 741 shares of common stock, and (ii) 16,246 shares of common stock underlying stock options exercisable within 60 days of December 31, 2023.

Does not include 4,330 of unvested options granted under our equity incentive plans.

Represents beneficial ownership of less than 1%.

Thramann is also the director of the Company.

Includes (i) 79,148 shares of common stock, (ii) 38,760 shares of common stock underlying Series A warrants and (iii) 500,000 shares of

common stock underlying stock options exercisable within 60 days of March 4, 2025.

Includes (i) 741 shares of common stock, and (ii) 20,541 shares of common stock underlying stock options exercisable within 60 days of March 4, 2025.

Does not include 15,950 of unvested option granted under Mr.

Mahoney’s employment agreement.

Does not include 6,821 of unvested options granted under our equity incentive plans.

Includes vested options granted under our equity incentive plans.

Includes 2,563 shares of common stock.

Does not include 1,830 shares underlying currently unvested RSUs granted under our 2021 equity incentive plan.

Includes 1,282 shares of common stock.

Securities Authorized for Issuance under Equity Compensation Plans

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We ceased granting awards under the 2013 Plan upon the implementation of the 2020 Plan described below.

Consists of stock options granted under Inducement stock option plans.

The Company’s 2020 Equity Incentive Plan

became effective upon the completion of the IPO in February 2021 and 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, 2023 and 2024, the Company had an additional 25,310 and 39,893 shares

added to the 2021 Equity Incentive Plan, respectively, pursuant to the evergreen provision.

The Company’s 2020 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 2020 Plan currently has an aggregate of 1,488,107 shares of common stock authorized for issuance, after giving effect to the “evergreen”

increase of 338,071 shares as of January 1, 2025.

There are an additional 3,851 shares that expired under the 2013 Equity Incentive Plan

that have been added as reserve shares, “Returning Shares” under the 2020 Equity Incentive Plan.

Certain Relationships and Related Party Transactions and Director Independence

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Compensation” and “Executive Compensation.”

On November 14, 2022, we entered into a secured

bridge note financing with Richard Minicozzi, who is a significant existing stockholder of the Company, and received $2,000,000 of gross

proceeds in connection with this financing.

The principal amount of the secured note is $2,200,000.

The secured note had a 10% interest

rate and maturity on May 31, 2023.

The secured note is secured by a lien on substantially all of the Company’s assets.

Minicozzi has the option to convert any original issue discount and accrued but unpaid interest into shares of our common stock.

connection with the secured note financing, we issued Mr.

Minicozzi 12,000 common stock warrants with a five-year term and a fixed $52.50

per share exercise price.

On April 17, 2023, we entered into an additional

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discount and accrued but unpaid interest into shares of our common stock at a fixed conversion price of $52.50 per share.

In connection with the New Note financing, we issued 26,000 common

stock warrants to Mr.

Minicozzi with a five-year term and a fixed $15.25 per share exercise price, from which 13,000 of these common stock

warrants are exercisable immediately.

The remaining 13,000 common stock warrants would only become exercisable if the maturity date of

the New Note is extended in accordance with the terms of the New Note.

As of July 31, 2023, we extended the maturity date of the New Note

to November 30, 2023.

Upon the July 31, 2023 extension, the interest rate on the New Note increased to 20% from 10%, and the remaining

portion of the 13,000 common stock warrants became exercisable.

The accredited investor did not exercise the common stock warrants as

of December 31, 2023 or subsequent to December 31, 2023 and as of the date of this filing.

In connection with the New Note financing, we

issued 26,000 common stock warrants to Mr.

Minicozzi with a five-year term and a fixed $52.50 per share exercise price, from which 13,000

of these common stock warrants are exercisable immediately.

The remaining 13,000 common stock warrants would only become exercisable if

the maturity date of the New Note is extended in accordance with the terms of the New Note.

As of July 31, 2023, we extended the maturity

date of the New Note to November 30, 2023.

Upon the July 31, 2023 extension, the interest rate on the New Note increased to 20% from 10%,

and the remaining portion of the 13,000 common stock warrants became exercisable.

Further, in connection with the New Note financing,

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became exercisable at the time of extension of the maturity date of the Prior Note during May of 2023.

Minicozzi will not be able to receive shares

upon conversion or exercise, unless prior stockholder approval is obtained, if the number of shares to be issued to the investor, when

aggregated with all other shares of common stock then owned by the investor beneficially or deemed beneficially owned by the investor,

would (i) result in the investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance

with Section 13 of the Securities Exchange Act of 1934 or (ii) otherwise constitute a Change of Control within the meaning of Nasdaq Rule

The “Beneficial Ownership Limitation” shall be 19.99% of the number of shares of the common stock outstanding immediately

prior to the proposed issuance of shares of common stock.

We are currently in discussions

Minicozzi regarding an agreement where (i) the Company would agree to repay the $2.75 million principal of the bridge financing

out of the proceeds of a next round financing, and (ii) the accrued interest and original issue discount on the bridge financing would

be converted into equity securities.

On April 9, 2024, the Company and Mr.

entered into an Amendment and Waiver Agreement relating to the Bridge Notes.

The Company agreed to

pay $2.75 million in cash to Mr.

Minicozzi in repayment of the principal of the Bridge Notes (exclusive of the $275,000 of original

issue discount on the Bridge Notes) shortly after the closing by the Company of one or more equity financings with total gross proceeds

to the Company of not less than $6,000,000.

On April 26, 2024, the

Company repaid $2.75 million of principal on its Secured Bridge Notes.

Effective April 9, 2024,

the Investor converted $911,384 (the “Rollover Amount”) which is equal to the (i) unpaid accrued interest on the Bridge

Notes plus (ii) the original issue discount (“OID”) on the Bridge Notes, into equity securities of the Company (the “Rollover

Securities”).

The Rollover Securities

consist of (i) 463,337 prefunded common stock warrants with a per share exercise price of $0.001 per share (the “Prefunded

Warrants”) and (ii) 463,337 non-prefunded warrants (the “Non-Prefunded Warrants”) with an initial per share exercise

price equal to $1.967.

The per share price has been adjusted to $0.4930.

The number of Prefunded

Warrants was determined by dividing the Rollover Amount by $1.967.

The number of Non-Prefunded Warrants is equal to the number of Prefunded

Warrants (i.e.

100% warrant coverage).

The Non-Prefunded Warrants have a price adjustment provision which will adjust the exercise price

downward in the event that the Company issues equity securities in the future at an effective per share price below the then current exercise

In order to assure compliance with applicable Nasdaq rules, the Non-Prefunded Warrants shall not be exercisable for six months

following the date of issue.

The Company issued to

Minicozzi 50,000 new common stock warrants with a five-year term as a loan extension fee (“Fee Warrants”).

exercise price of these additional Fee Warrants was initially $1.967.

The Fee Warrants have a price adjustment provision which will adjust

the exercise price downward in the event that the Company issues equity securities in the future at an effective per share price below

the then current exercise price.

The per share price has been adjusted to $0.4930.

In order to assure compliance with applicable Nasdaq

rules, the Fee Warrants shall not be exercisable for six months following the date of issue.

The Non-Prefunded Warrants

and Fee Warrants had a total valuation of $811,402 and the Prefunded Warrants had a valuation of $732,370.

As a result, the Company

recorded $911,384 as a non-cash charge in connection with the issuance of warrants related to the Secured Bridge Notes and a change

in the fair value of warrants of $632,388, which is included in other expense in the accompanying statements of operations.

were classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40.

The Company agreed to

adjust the exercise price of Mr.

Minicozzi’s Existing Warrants from $15.25 (after adjustment for the recent reverse stock)

to $1.967 per share, and further to $0.4930.

Minicozzi will not

be able to receive shares upon exercise of any of the foregoing securities, unless prior stockholder approval is obtained, if (i) the

number of shares to be issued would exceed 20% of the Company’s outstanding number of shares at a discount to the applicable Nasdaq

Minimum Price or (ii) the number of shares to be issued would result in in a Change of Control within the meaning of Nasdaq Rule 5635(b).

Principal Accountant Fees and Services

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(“Auddia”) for the

fiscal year ending December 31, 2023.

The firm of Daszkal Bolton LLP, independent registered public accounting firm, was previously selected

by the audit committee as auditors for Auddia for the fiscal year ending December 31, 2022.

CohnReznick LLP was engaged as the Company's

independent registered public accounting firm on May 15, 2023 through August 25, 2023.

fiscal years ending December 31, 2024 and 2023.

The audit committee is solely responsible for

selecting Auddia’s independent registered public accounting firm and has appointed Haynie & Company as auditors for Auddia for

the fiscal year ending December 31, 2023.

Stockholder approval is not required to appoint Haynie & Company as Auddia’s independent

registered public accounting firm.

the fiscal years ending December 31, 2024 and 2023.

Stockholder approval is not required to appoint Haynie & Company as Auddia’s

independent registered public accounting firm.

Independent Registered Public Accounting

The following is a summary and description

of fees incurred by Haynie & Company for the year ended December 31, 2023:

Audit fees (1)

All other fees (2)

________________________

Audit fees consist of fees for the audit of our 2023 annual financial statements and the review of our 2023 interim financial statements.

All other fees are comprised of expenses related to work performed on potential acquisition targets and S-1 filings.

The following is a summary and description

of fees incurred by Daszkal Bolton LLP for the years ended December 31, 2023 and 2022:

The following is a summary

and description of fees incurred by Haynie & Company for the years ended December 31, 2024 and 2023:

Audit fees (1)

All other fees (2)

________________________

Audit fees consist of fees for the audit of our 2022 annual financial statements and the review of our interim 2023 financial statements.

On March 8, 2023, Daszkal Bolton LLP completed a business combination

with CohnReznick LLP.

Fees incurred by CohnReznick LLP for the year ended December 31, 2023 were $34,000, which is included in the $58,000

amount above.

Audit fees consist of fees for the audits of our 2024 and 2023 annual financial statements and the review of our 2024 and 2023 interim financial statements.

All other fees are comprised of expenses related to work performed on potential

acquisition targets and equity-related financing filings.

Prior to the selection of Haynie as the Company’s

independent auditor in 2023, Dazkal Bolton LLP, an independent registered public accounting firm, served as the Company’s independent

Audit fees, which consisted of the Q1 and Q2 2023 review of our interim financial statements, totaled $58,000.

Audit Committee Pre-approval Policy and

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in the Exhibit Index are incorporated by reference herein.

Description of Document

Incorporated by reference from

At-The-Market Issuance Sales Agreement, dated September 13, 2024, by and between Auddia Inc.

and Ascendiant Capital Markets, LLC.

Form of Plan of Conversion

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Certificate of Amendment to the Certificate of Incorporation of the Company dated February 23, 2024

Series B Convertible Preferred Stock Certificate of Designations dated April 23, 2024

Bylaws of the Company

Amendment to Bylaws dated September 6, 2024

Form of Warrant after Conversion from an LLC to a Corporation

Form of Series A Warrant

Form of IPO Series A Warrant

Form of Common Stock Certificate

Form of Representative’s Common Stock Purchase Warrant

Form of IPO Representative’s Common Stock Purchase Warrant

Description of Securities

Employment Agreement of Michael T.

Employment Agreement of Peter Shoebridge

Form of Auddia Inc.

2020 Equity Incentive Plan

Collateral and Security Agreement with Related Party (Minicozzi)

F orm of Amendment to Collateral and Security Agreement with Related Party

Form of Convertible Promissory Note

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

Agreement with Major United States Broadcast Company

Form of Bridge Note

Form of Warrant Agent Agreement

Amendment to Bridge Note

Amended Business Loan Agreement with Bank of the West

Form of IPO Series A Warrant Agent Agreement

First Amendment to 2020 Equity Incentive Plan

Second Amendment to 2020 Equity Incentive Plan

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

Incorporated by reference from

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

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

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

Executive Officer Employment Agreement for Timothy Ackerman effective as of February 6, 2023

Description of Document

Incorporated by reference from

Secured Promissory Bridge Note dated November 14, 2022

1 unchanged sentence

Security Agreement dated November 14, 2022

Common Stock Purchase Agreement, dated November 14, 2022, by and between Auddia Inc.

and White Lion Capital LLC

Secured Promissory Bridge Note dated November 14, 2022

1 unchanged sentence

Security Agreement dated November 14, 2022

Common Stock Purchase Agreement, dated November 14, 2022, by and between Auddia Inc.

and White Lion Capital LLC

Secured Promissory Bridge Note dated April 17, 2023

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Common Stock Warrant for 650,000 shares dated April 17, 2023

Form of Private Placement Agreement

Form of 2023 Placement Agency Agreement

Form of Securities Purchase Agreement dated June 13, 2023 between Auddia Inc.

and the Investors named therein

Common Stock Purchase Agreement, dated as of November 6, 2023, by and between White Lion Capital, LLC and Auddia Inc.

Registration Rights Agreement, dated as of November 6, 2023, by and between White Lion Capital, LLC and Auddia Inc.

Employment Agreement, effective as of November 27, 2023, between Auddia Inc.

1 unchanged sentence

and Jeffrey Thramann

Consent of Daszkal Bolton LLP, Independent Registered Public Accounting Firm

Amendment and Waiver dated April 9, 2024 Relating to Senior Secured Bridge Notes

Form of Securities Purchase Agreement dated April 23, 2024

Form of Common Stock Warrant dated April 23, 2024

Form of Registration Rights Agreement dated April 23, 2024

Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.

Registration Rights Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.

Description of Document

Incorporated by reference from

Insider Trading Policy

Consent of Haynie and Company, Independent Registered Public Accounting Firm

Power of Attorney (Included

on Signature Page)

Power of Attorney (Included on Signature Page)

Section 302 Certification by the Corporation’s Chief Executive Officer

23 unchanged sentences

Chief Financial Officer

April 1, 2024

March 5, 2025

POWER OF ATTORNEY

9 unchanged sentences

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

and in the capacities indicated on the 1st day of April, 2024.

and in the capacities indicated on the 5th day of March 2025.

/s/ Jeffery Thamann, M.D.

14 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures