What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-05-08 compared with 2024-11-07 · 198 added, 452 removed, 222 unchanged (75% of the section changed)

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and our audited financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December

31, 2023, which was filed with the SEC on April 1, 2024.

31, 2024, which was filed with the SEC on March 5, 2025.

This discussion and analysis and other parts of this Quarterly Report contain

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set forth under Part II, Item 1A, “ Risk Factors ” and elsewhere in this Quarterly Report.

You should carefully read the “Risk

Factors” section of this Quarterly Report and of our Annual Report on Form 10-K for the year ended December 31, 2023, to gain an

understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

also see the section entitled “ Special Note Regarding Forward-Looking Statements.

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 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.

Auddia has also developed

a differentiated podcasting capability with ad-reduction 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.

carefully read the “Risk Factors” section of this Quarterly Report and of our Annual Report on Form 10-K for the year ended

December 31, 2024, to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking

Please also see the section entitled “ Special Note Regarding Forward-Looking Statements .”

Auddia (the “Company”)

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

its faidr app, an industry-first audio platform, which utilizes proprietary AI technology to personalize and customize both radio and

podcast listening experiences.

faidr allows users to

listen to AM/FM radio stations without unwanted commercial breaks.

The app replaces these ad breaks in real time with streaming music

similar in format and genre to the radio station being played.

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, which includes new artist discovery, curated music stations, and exclusive music podcasts that allow hosts

to play full tracks within the episode.

The combination of AM/FM

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

streaming and podcasting, with Auddia’s unique, AI technology-driven differentiators, addresses large (radio streamers) and rapidly

growing (podcast listeners) audiences.

We have developed our

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all types of audio content on the radio.

For instance, the platform recognizes the difference between a commercial and a song and is learning

the differences between all other content to include weather reports, traffic, news, sports, DJ conversation, etc.

Not only does the technology

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

We are leveraging this

technology platform within our 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.

For instance, the platform recognizes the difference between a commercial and a song and DJ conversation.

Not only does the technology learn the differences between the various types of audio segments, but it also identifies the beginning and

end of each piece of content.

The faidr app is intended

to be downloaded by consumers who are willing to pay for a customizable, commercial-free listening experience.

Our advanced features allow

subscribers 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-reduced 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.

differentiated audio streaming product, the first to give audio streamers a more personalized middle ground between passive content like

broadcast radio and fully on-demand content like Spotify.

No other audio streaming app available today, including category leaders like

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

We launched an MVP version

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In February 2023, we added faidrRadio, our exclusive content offerings,

Podcasts 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

We 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 and 2024,

Auddia has been migrating their podcasting capabilities into the flagship faidr app bringing the advanced podcasting functionality from

Vodacast into faidr as part of the overall strategy to build a single audio Superapp.

In July 2024, Auddia sunsetted the Vodacast app.

Podcast functionality continues to be developed in faidr and in August 2024, we released our Forward+ and Chapter Visualization into our

differentiated AI Podcast Player which delivers ad-reduction controls to a listener.

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 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.

content feeds allow podcasters to tell deeper stories to their listeners while giving podcasters access to digital revenue for the first

Podcasters 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.

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 2025.

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.

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 2025, beginning with subscription plans

to access ad-reduction in podcasts.

Podcasts were added to the app for the iOS version before the end of Q1 2023 and added to the Android app in May of 2023.

In Q1 of 2025, we implemented

new paywalls and are now testing various price points and marketing strategies aimed at optimizing subscription conversions.

Company continues to look for opportunities to improve the value faidr delivers to consumers through content enhancements, improvements

in app functionality, and the development of new features.

Through these ongoing improvements to the faidr app and the continuous optimization

of the marketing message and strategy to reach the right audiences, the Company continues to pursue the product market fit required to

support a significant increase in marketing spend to drive users and revenue.

The faidr mobile App

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with proceeds from the February 2021 IPO, Series A warrants exercised in July 2021 and common share issuance during June of 2023.

debt financing through a related party during November 2022 and April 2023.

We sold common shares during April 2023, June 2023, and during

the first and second quarters of 2024 pursuant to our equity line facility.

Lastly, we entered into a securities purchase agreement with

accredited investors for convertible preferred stock and warrants financing.

obtained debt financing through a related party during November 2022 and April 2023, which was subsequently repaid in April 2024.

we sold common shares during 2025 and 2024 pursuant to our equity line facility.

Since our inception, we have incurred significant operating

As of September 30, 2024, we had an accumulated deficit of $87,003,511.

Our ability to generate product revenue sufficient to

achieve profitability will depend heavily on the successful development and commercialization of one or more of our Apps.

We expect that

our expenses and capital requirements will increase substantially in connection with our ongoing activities, particularly if and as we:

As of March 31, 2025, we had an accumulated deficit of $91,239,759.

Our ability to generate product revenue sufficient to achieve

profitability will depend heavily on the successful development and commercialization of one or more of our Apps.

We expect that our expenses

and capital requirements will increase substantially in connection with our ongoing activities, particularly if and as we:

nationally launch our faidr App and as we continue training our proprietary AI technology and make product enhancements;

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add operational and general administrative personnel which will support our product development programs, commercialization efforts and our transition to operating as a public company.

As a result, we will

need substantial additional funding to support our continuing operations and pursue our growth strategy.

Until such time as we can generate

significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other

capital sources, which may include collaborations with other companies or other strategic transactions.

We may be unable to raise additional

funds or enter into such other agreements or arrangements when needed on favorable terms, or at all.

If we fail to raise capital or enter

into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization

of one or more of our product candidates.

Because of the numerous

risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when

or if we will be able to achieve or maintain profitability.

As a result, we will need substantial additional

funding to support our continuing operations and pursue our growth strategy.

Until such time as we can generate significant revenue from

product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, which

may include collaborations with other companies or other strategic transactions.

We may be unable to raise additional funds or enter into

such other agreements or arrangements when needed on favorable terms, or at all.

If we fail to raise capital or enter into such agreements

as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more

of our product candidates.

Because of the numerous risks and uncertainties

associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able

to achieve or maintain profitability.

Even if we are able to generate product sales, we may not become profitable.

If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations

at planned levels and be forced to reduce or terminate our operations.

As of September 30, 2024,

we had cash and cash equivalents of $3,773,827.

We secured approximately $10.4 million in additional financing during 2024.

additional funding to complete the development of our full product line and scale products with a demonstrated market fit.

has plans to secure such additional funding.

However, if we are unable to raise capital when needed or on acceptable terms, we would be

forced to delay, reduce, or eliminate our technology development and commercialization efforts.

accelerate user acquisition, revenue, and cash flow, we have explored numerous potential acquisition targets of AM/FM streaming aggregators

over the past year and a half and will continue to explore new opportunities.

If we fail to become

profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels

and be forced to reduce or terminate our operations.

As of March 31, 2025, we had cash and cash equivalents

of $1,689,913.

Through the date of this report, we have secured approximately $0.7 million in additional financing in the first quarter

We will need additional funding to complete the development of our full product line and scale products with a demonstrated market

Management has plans to secure such additional funding.

However, if we are unable to raise capital when needed or on acceptable terms,

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

Recent Developments

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The overall strategy focuses on three

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

(1) acquiring retained users of a radio-streaming app, (2) bringing our proprietary ad-free products to that userbase to generate

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

We incurred $426,572

in costs related to evaluating potential acquisitions during the nine months ended September 30, 2024.

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.

Nasdaq Deficiency Notices

On November 21, 2023,

we received a written notice from Nasdaq indicating that we are not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires

companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing

(the “Stockholders’ Equity Requirement”).

In our quarterly report on Form 10-Q for the period ended September 30, 2023,

we reported stockholders’ equity of $2,415,012, and, as a result, did not satisfy Listing Rule 5550(b)(1).

Nasdaq’s November

written notice had no immediate impact on the listing of our common stock.

Our hearing with the Panel occurred on January 18, 2024 and

addressed all outstanding listing compliance matters, including compliance with the Stockholders’ Equity Notice as well as compliance

with the Bid Price Requirement.

On January 30, 2024,

the Panel granted the Company’s request for an exception to Nasdaq’s listing rules until April 22, 2024, to demonstrate compliance

with all applicable continued listing requirements for the Nasdaq Capital Market.

On April 16, 2024, the

Company received a letter from Nasdaq granting an exception to the Exchange’s listing rules until May 20, 2024, to demonstrate compliance

with Listing Rule 5550(b)(1) (the “Equity Rule”.)

On May 24, 2024, we received a letter from Nasdaq

indicating that we had regained compliance with the equity requirement in Listing rule 5550(b) (1) (the Equity Rule”.) We will be

subject to a Mandatory Panel Monitor for a period of one year from the date of the letter in accordance with application of Listing Rule

5815(d)(4)(B).

The Nasdaq listing rules

require listed securities to maintain a minimum bid price of $1.00 per share.

On October 16, 2024, we received a written notice from Nasdaq

indicating that we were not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for

continued listing.

The Bid Price Notice does not result in the immediate delisting of our common stock from the Nasdaq Capital Market.

The Bid Price Notice indicated that we have 180 calendar days (or until April 14, 2025) in which to regain compliance.

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.

During 2022, 2023 and

2024, the Company received notices from Nasdaq indicating that the Company was not in compliance with (i) Nasdaq Listing Rule 5550(b)(1),

which requires companies listed on The Nasdaq Stock Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued

listing or (ii) Nasdaq Listing Rule 5550(a)(2) which requires companies listed on The Nasdaq Stock Market to maintain a minimum of a $1.00

bid price for continued listing.

On May 24, 2024, we received

a letter from Nasdaq indicating that we had regained compliance with the equity requirement in Listing rule 5550(b) (1).

We will be subject

to a Mandatory Panel Monitor for a period of one year from the date of the letter in accordance with application of Listing Rule 5815(d)(4)(B).

On October 16, 2024,

we received a written notice from Nasdaq indicating that we were not in compliance with the $1.00 minimum bid price requirement set forth

in Nasdaq Listing Rule 5550(a)(2) for continued listing.

The bid price notice does not result in the immediate delisting of our common

stock from the Nasdaq Capital Market.

The bid price notice indicated that we have 180 calendar days (or until April 14, 2025) in which

to regain compliance.

If at any time during this 180 calendar day period the bid price of our common stock closes at or above $1.00 per

share for a minimum of ten consecutive business days, the Nasdaq staff will provide us with a written confirmation of compliance and the

matter will be closed.

On April 14, 2025, Nasdaq notified us that we were in compliance with the $1.00 minimum bid price requirement.

On February 27, 2024,

As 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

the Company effectuated a 1-for-25 reverse stock split.

On March 28, 2025, the

Company effectuated a 1-for-17 reverse stock split.

The reverse stock splits

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

shares resulting from the reverse stock splits were rounded up to the nearest whole share.

The reverse stock splits

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.

which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the reverse stock splits.

The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those

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Comparison of the Three Months Ended

September 30, 2024 and 2023

The following table summarizes our results of

Three Months Ended

September 30, 2024

September 30, 2023

Operating expenses:

Direct cost of services

Sales and marketing

Research and development

General and administrative

Depreciation and amortization

Total operating expenses

Loss from operations

Other expense:

Interest expense

Change in fair value of warrants

Total other expense

Loss before income taxes

Provision for income taxes

$ (1,949,428 )

$ (2,116,482 )

Total revenues for the

three months ended September 30, 2024 and 2023 were $0 as we continue to develop and enhance our faidr and podcasting Apps to establish

new revenue streams.

Direct cost of services

increased $11,446 or 26.3% from $43,470 for the three months ended September 30, 2023 compared to $54,916 for the three months ended September

This increase was primarily the result of an increase in hosting costs and music service costs.

Sales and marketing

Sales and marketing expenses

decreased by $33,847 or (10.7%) from $316,297 for the three months ended September 30, 2023 to $282,450 for the three months ended September

30, 2024, which was primarily attributed to reduced marketing promotion costs associated with the national launch of the faidr app as

the quarter was focused on ASO optimization.

We expect our sales and marketing expenses to fluctuate period by period as we release new

upgrades and enhancements within our faidr App and look to generate revenue through customer acquisition, retention, and subscription

Research and development

expenses increased by $5,952 or 2.6% from $227,133 for the three months ended September 30, 2023 to $233,085 for the three months ended

September 30, 2024, which was primarily due to an increase in capitalized R&D expenses, partially offset by a decrease in content

creator fees.

General and administrative

expenses increased by $103,943 or 13.4% from $777,496 for the three months ended September 30, 2023 compared to $881,439 for the three

months ended September 30, 2024.

The change was primarily driven by an increase in consulting, legal, and public company fees associated

with the 2024 equity offerings.

Depreciation and amortization

expenses increased by $30,794 or 6.6% from $465,166 for the three months ended September 30, 2023 compared to $495,960 for the three months

ended September 30, 2024.

The increase is entirely related to the increased amortization of our faidr and podcasting Apps.

Other expense, net

Total other expenses

decreased by $285,342 or (99.5%) from $286,920 for the three months ended September 30, 2023 to $1,578 for the three months ended September

Interest expense decreased by $285,342 due to the repayment of notes payable to related party in April 2024.

Comparison of the nine months ended

September 30, 2024 and 2023

The following table summarizes our results of

Nine Months Ended

September 30, 2024

September 30, 2023

March 31, 2025 and 2024

following table summarizes our results of operations:

Three Months Ended March 31,

Operating expenses:

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Interest expense

Change in fair value of warrants

Total other expense

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Total revenues for the

nine months ended September 30, 2024 and 2023 were $0 as we continue to develop and enhance our faidr and podcasting Apps to establish

new revenue streams.

three months ended March 31, 2025 and 2024 were $0 as we continue to develop and enhance our faidr and podcasting Apps to establish new

revenue streams.

Direct cost of services

Direct Cost of Services

increased $22,507 or 17.2% from $130,809 for the nine months ended September 30, 2023 compared to $153,316 for the nine months ended September

This increase was primarily the result of an increase in hosting costs and data subscription fees.

increased by $7,398 or 15.4% to $55,571 for the three months ended March 31, 2025 compared to $48,173 for the three months ended March

This remained relatively flat due to ongoing cost of services to maintain the faidr app.

Sales and marketing

Sales and marketing expenses

decreased by $119,463 or (15.6%) from $765,176 for the nine months ended September 30, 2023 to $645,713 for the nine months ended September

30, 2024, which was primarily attributed to reduced marketing promotion costs associated with the national launch of the faidr app.

expect our sales and marketing expenses to fluctuate period by period as we release new upgrades and enhancements within our Apps and

look to generate revenue through customer acquisition, retention, and subscription conversion.

increased by $89,046 or 60.8% to $235,441 for the three months ended March 31, 2025 compared to $146,395 for the three months ended March

The increase in sales and marketing expenses was primarily attributed to increased marketing promotion costs.

We expect our

sales and marketing expenses to fluctuate period by period as we release new upgrades and enhancements within our apps and look to generate

revenue through customer acquisition, retention, and subscription conversion.

Research and development

expenses decreased by $59,442 or (9.6%) from $617,622 for the nine months ended September 30, 2023 to $558,180 for the nine months ended

September 30, 2024, which was primarily due to lower consulting and content creator fees.

General and administrative

expenses increased by $231,196 or 139.7% to $396,703 for the three months ended March 31, 2025 from $165,507 for the three months ended

March 31, 2024 primarily due to an increase in research and development consulting fees incurred.

We are continually developing enhancements

to both our faidr and podcasting Apps and will continue capitalize software costs to the extent that such development qualifies for capitalization.

General and administrative

expenses increased by $229,732 or 8.8% from $2,596,831 for the nine months ended September 30, 2023 compared to $2,826,563 for the nine

months ended September 30, 2024.

The increase was primarily driven by an increase in salary expense and professional fees to support compliance

requirements related to potential acquisitions and equity offerings, partially offset by lower stock compensation expense.

General and administrative expenses decreased

by $579,908 or 47.9% to $630,891 for the three months ended March 31, 2025 compared to $1,210,799 for the three months ended March 31,

The decrease resulted primarily from a decrease in stock compensation expense and professional fees, such as, accounting and legal

expenses due to potential acquisition efforts that occurred during the three months ended March 31, 2024 and were not present in 2025.

Depreciation and amortization

expenses increased by $122,268 or 9.1% from $1,350,820 for the nine months ended September 30, 2023 compared to $1,473,088 for the nine

months ended September 30, 2024.

The increase is entirely related to the increased amortization of our faidr and podcasting Apps.

expenses decreased by $51,339 or 10.6% to $432,407 for the three months ended March 31, 2025 compared to $483,746 for the three months

ended March 31, 2024.

Capitalized software costs have decreased, in which the ongoing amortization of our faidr and podcasting Apps has

also decreased.

Other expense, net

Total other expenses

decreased by $330,077 or (29.1%) from $1,133,398 for the nine months ended September 30, 2023 to $803,321 for the nine months ended September

decreased by $151,156 or (99.0%) to $1,552 for the three months ended March 31, 2025 compared to $152,708 for the three months ended March

Interest expense decreased by $151,156 due to the repayment of notes payable to related party in April 2024.

Interest expense

was offset by $632,388 due to the change in the fair value of the notes payable converted to equity.

Liquidity and capital

Sources of liquidity

We have incurred operating

losses since our inception and have an accumulated deficit as a result of ongoing efforts to develop and commercialize our faidr and podcasting

As of September 30, 2024 and December 31, 2023, we had cash and cash equivalents of $3,773,827 and $804,556, respectively.

working capital in the amount of approximately $3.4 million as of September 30, 2024.

We anticipate that operating losses and net cash

used in operating activities will increase over the next 12 months as we continue to develop and market our products.

secured $10.4 million of additional financing in 2024, which enabled us to pay down $2.75 million in connection with the Secured Bridge

Notes and will only be sufficient to fund our current operating plans into the first quarter of 2025.

The Company has based these estimates,

however, on assumptions that may prove to be wrong.

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

and scale products with a demonstrated market fit.

We have incurred operating losses since our inception

and have an accumulated deficit as a result of ongoing efforts to develop and commercialize our faidr and podcasting Apps.

31, 2025, we had cash and cash equivalents of $1,689,913.

We have working capital in the amount of approximately $1.4 million as of March

We anticipate that operating losses and net cash used in operating activities will increase over the next 12 months as we continue

to develop and market our products.

We secured $0.7 million of additional financing in the first quarter of 2025, which will only be sufficient

to fund our current operating plans into the third quarter of 2025.

We have based these estimates, however, on assumptions that may prove

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

Management has plans to secure such additional funding.

If we are unable to raise capital

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

Interim Bridge Financings

As previously disclosed,

on November 14, 2022, we entered into a Secured Bridge Note (“Prior Note”) financing with one of our accredited investors,

a significant existing shareholder of the Company.

We received $2,000,000 of gross proceeds from the Prior Note financing.

On April 17, 2023, we

entered into an additional Secured Bridge Note (“New Note”) financing with the same accredited investor from the Prior Note

We received $750,000 of gross proceeds from the New Note financing.

The New Note was issued with a principal amount of $825,000,

10% interest rate and a maturity date on July 31, 2023.

The New Note is secured by a lien on substantially all of our assets.

of the New Note, the accredited investor, or our lender, has the option to convert any original issue discount and accrued but unpaid

interest into shares of our common stock at a fixed conversion price of $15.25 per share.

In connection with the

New Note financing, we issued 26,000 common stock warrants to the accredited investor 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.

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.

As of November 30,

2023, we extended the maturity date of the Prior Note and New Note to March 31, 2024.

All terms of the Prior Note and New Note, such as

interest rate and exercisable common stock warrants remained the same.

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.

Further, in connection

with the New Note financing, the parties agreed to make certain amendments to the Prior Note financing.

Specifically, the parties agreed

to cancel the 12,000 common stock warrants issued as part of the prior financing and, in lieu of the cancelled warrants, issued the investor

common stock warrants for 24,000 common shares with an exercise price of $15.25 per common share and a five-year term.

From the newly

issued 24,000 common stock warrants, 12,000 common stock warrants were exercisable immediately, while the other 12,000 common stock warrants

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

In order for the accredited

investor to receive common shares from a conversion or exercise of the common stock warrants, an approval is required from the shareholders,

if the number of common shares to be issued to the accredited investor, when aggregated with all other shares of common stock beneficially

or deemed beneficially owned by the accredited 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 5635(b).

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.

On April 9, 2024, we

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

We agreed to pay $2.75

million in cash to the Investor 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 of one or more equity financings with total gross proceeds to us of not less than $6,000,000.

On April 26, 2024, we

repaid $2.75 million of principal on our Secured Bridge Notes.

Effective April 9, 2024,

the Investor converted $911,384, which is equal to the (i) unpaid accrued interest on the Bridge Notes plus (ii) the OID on the Bridge

Notes, into equity securities.

The Rollover Securities

consist of (i) 463,337 Prefunded Warrants with a per share exercise price of $0.001 per share and (ii) 463,337 Non-Prefunded Warrants

with a per share exercise price equal to $1.967.

As of the date and time of the Amendment and Waiver Agreement, the Nasdaq Minimum Price

(as defined in the applicable Nasdaq listing rules) for our common stock was $1.966.

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 we issue equity securities in the future at an effective per share price below the then current exercise price.

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.

We issued to the Investor

50,000 Fee Warrants with a five-year term as a loan extension fee.

The exercise price of these additional Fee Warrants is $1.967.

Fee Warrants have a price adjustment provision which will adjust the exercise price downward in the event that we issue equity securities

in the future at an effective per share price below the then current exercise price.

In order to assure compliance with applicable Nasdaq

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

We agreed to adjust the

exercise price of the Investor’s Existing Warrants from $15.25 (after adjustment for the recent reverse stock) to $1.967 per share.

The Investor 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 our 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).

Equity Line Sales

of Common Stock

If we are unable to raise capital when needed or on acceptable terms,

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

Equity Line Common

Stock Purchase Agreement

On November 25, 2024,

we entered into a Common Stock Purchase Agreement (the “White Lion Purchase Agreement”) with White Lion Capital, LLC, a Nevada

limited liability company (“White Lion”) for an equity line facility.

On April 17 and April

20, 2023, we closed on two sales of Common Stock under the White Lion Purchase Agreement.

We issued an aggregate of 1,962,220 common shares

and received aggregate proceeds of approximately $1.12 million.

Replacement Equity

Line with White Lion

November 6, 2023, we entered into a new Common Stock Purchase Agreement and a related registration rights agreement with White Lion.

to the new Common Stock Purchase Agreement, we have the right, but not the obligation to require White Lion to purchase, from time to

time until December 31, 2024, up to $10,000,000 in aggregate gross purchase price of newly issued shares of our common stock, subject

to certain limitations and conditions set forth in the Common Stock Purchase Agreement.

In connection with the new Common Stock Purchase

Agreement, the parties agreed to terminate the previous Common Stock Purchase Agreement with White Lion.

September 30, 2024, we have sold 4,815,263 shares to White Lion for total proceeds of $8,176,048.

We currently have effective registration

statements that registers for resale by White Lion up to 2,200,090 remaining shares of common stock that we may issue to White Lion under

the Equity Line Purchase Agreement.

After White Lion has acquired shares under the Equity Line Purchase Agreement, it may sell all, some

or none of those shares.

Sales to White Lion by us pursuant to the Equity Line Purchase Agreement may result in substantial dilution to

the interests of other holders of our common stock.

we entered into a new equity line Common Stock Purchase Agreement and a related registration rights agreement with White Lion.

to the Common Stock Purchase Agreement, we have the right, but not the obligation to require White Lion to purchase, from time to time,

up to $10,000,000 in aggregate gross purchase price of newly issued shares of our common stock, subject to certain limitations and conditions

set forth in the Common Stock Purchase Agreement.

At-the-Market Sales

During the three

months ended March 31, 2025, we issued 78,947 shares for aggregate proceeds of approximately $0.7 million pursuant to an

At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the

Under the Sales Agreement,

we may sell shares of our common stock having an aggregate offering price of up to $10,000,000 from time to time, through an “at

the market offering” (the “ATM Offering”).

Cash Flow Analysis

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The following table summarizes

the statements of cash flows for the nine months ended September 30, 2024 and 2023:

Nine Months Ended September 30,

the statements of cash flows for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Net cash provided by (used in):

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Change in cash

$ (1,016,406 )

Operating activities

Cash used in operating

activities for the nine months ended September 30, 2024 was ($3,803,324), primarily resulting from our net loss of ($6,460,181) and change

in working capital of $112,262, offset by non-cash charges of $2,544,594 related to depreciation and amortization, share based compensation

expense, and the change in fair value of warrants.

Cash used in operating activities for both periods consisted of personnel-related expenditures,

marketing and promotion costs, and public company administrative support costs such as legal and other professional support services.

activities for the three months ended March 31, 2025 was ($1,443,166), primarily resulting from our net loss of ($1,752,565) and change

in working capital of $(207,163) primarily related to a decrease in accounts payable and accrued liabilities, offset by non-cash charges

of $516,562 related to depreciation and amortization and share based compensation expense.

Cash used in operating activities for both

periods consisted of personnel-related expenditures, marketing and promotion costs, and public company administrative support costs such

as legal and other professional support services.

Cash used in operating

activities for the nine months ended September 30, 2023, was ($3,404,954), primarily resulting from our net loss of ($6,594,656) and change

in working capital of $188,517 related to an increase in accounts payable and accrued liabilities, offset by non-cash charges of $3,001,184

related to depreciation and amortization, share based compensation expense, and finance charges associated with the debt issuance costs

of the Secured Bridge Notes.

Cash used in operating activities for both periods consisted of personnel-related expenditures, marketing

and promotion costs, and public company administrative support costs such as legal and other professional support services.

activities for the three months ended March 31, 2024 was ($1,405,138), primarily resulting from our net loss of ($2,207,328) and change

in working capital of $145,155 primarily related to an increase in accounts payable and accrued liabilities, offset by non-cash charges

of $657,035 related to depreciation and amortization and share based compensation expense.

Cash used in operating activities for both

periods consisted of personnel-related expenditures, marketing and promotion costs, and public company administrative support costs such

as legal and other professional support services.

Investing activities

Cash used in investing

activities for the nine months ended September 30, 2024 was ($799,535), consisting of the capitalization of software development expenses

and purchase of computer equipment.

Cash used in investing activities for the nine months ended September

30, 2023 was ($743,208), consisting entirely of capitalization of software development expenses.

Cash flows used in investing activities for the three

months ended March 31, 2025 was $(246,601), consisting of capitalization of software development expenses and patent expenses.

Cash flows used in investing activities for the three

months ended March 31, 2024 was $(273,388), consisting entirely of capitalization of software development expenses.

Financing activities

Cash provided by financing

activities for the nine months ended September 30, 2024 was $7,572,130, which consisted of cash proceeds from the issuance of common shares

of $8,176,048 and cash proceeds from the issuance of preferred shares of $2,238,575.

This was partially offset by the repayment of the

note payable to related party of $2,750,000, payment of offering costs of $72,807 and net settlement of share-based compensation liability

Cash provided by financing

activities for the nine months ended September 30, 2023 was $4,686,406 and related primarily to cash proceeds from the issuance of common

shares of $4,016,521 and proceeds from related party debt of $750,000.

Cash flows generated

in financing activities for the three months ended March 31, 2025 was $673,361 and primarily related to cash proceeds from the issuance

of common shares of $672,795.

Cash flows generated

in financing activities for the three months ended March 31, 2024 was $3,606,508 and related entirely to cash proceeds from the issuance

of common shares of $3,606,508.

Funding Requirements

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incurred significant losses and negative cash flows from operations since our inception and had an accumulated deficit of $91,239,759

and $80,543,330 as of September 30, 2024 and December 31, 2023, respectively.

As of September 30, 2024 and December 31, 2023, we had cash

and cash equivalents of $3,773,827 and $804,556, respectively.

and $89,428,436 as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025 and December 31, 2024, we had cash and

cash equivalents of $1,689,913 and $2,706,319, respectively.

Our cash is comprised primarily of demand deposit accounts and money market

We secured $10.4 million of additional financing in 2024, which enabled us to pay down $2.75

million in connection with the Secured Bridge Notes and will only be sufficient to fund our current operating plans into the first quarter

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

We will need additional funding to complete

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

Management has plans to secure such additional

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

our technology development and commercialization efforts.

We secured $0.7 million of additional financing in the first quarter of 2025,

which will only be sufficient to fund our current operating plans into the third quarter of 2025.

We have based these estimates, however,

on assumptions that may prove to be wrong.

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

products with a demonstrated market fit.

Management has plans to secure such additional funding.

If we are unable to raise capital

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

We expect our expenses

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avoiding and defending against intellectual property infringement, misappropriation and other claims.

Contractual Obligations

The following table summarizes

our contractual obligations as of September 30, 2024, and the effects that such obligations are expected to have on our liquidity and

cash flows in future periods:

Payments due by period

Operating lease commitments:

Office lease (1)

Total operating lease commitments

Represents minimum payments due for the lease of office space.

Off-balance sheet

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Equity-based compensation

Certain of our employees

and consultants have received grants of common shares in our company.

These awards are accounted for in accordance with guidance prescribed

for accounting for equity-based compensation.

Certain of our employees and consultants have

received grants of common shares in our company.

These awards are accounted for in accordance with guidance prescribed for accounting

for equity-based compensation.

Based on this guidance and the terms of the awards, the awards are equity classified.

common shares receive distributions if any in an order of priority in accordance with our limited liability company agreement.

The fair value of each

award is determined using the Black-Scholes option-pricing model which values options based on the stock price at the grant date, the

expected life of the option, the estimated volatility of the stock, and the risk-free interest rate over the expected life of the option.

The expected volatility was determined considering comparable companies historical stock prices as a peer group for the fiscal year the

grant occurred and prior fiscal years for a period equal to the expected life of the option.

The risk-free interest rate was the rate

available from the St.

Louis Federal Reserve Bank with a term equal to the expected life of the option.

The expected life of the option

was estimated based on a mid-point method calculation.

Prior to our IPO in February

2021, we were a private company with no active public market for our common equity.

Therefore, we have periodically determined the overall

value of our company and the estimated per share fair value of our common equity at their various dates using contemporaneous valuations

performed with the assistance of a third-party specialist and in accordance with the guidance outlined in the American Institute of CPA’s

Practice Aid.

The common shares

receive distributions if any in an order of priority in accordance with our limited liability company agreement.

The fair value of each award is determined using

the Black-Scholes option-pricing model which values options based on the stock price at the grant date, the expected life of the option,

the estimated volatility of the stock, and the risk-free interest rate over the expected life of the option.

The expected volatility was

determined considering comparable companies historical stock prices as a peer group for the fiscal year the grant occurred and prior fiscal

years for a period equal to the expected life of the option.

The risk-free interest rate was the rate available with a term equal to the

expected life of the option.

The expected life of the option was estimated based on a mid-point method calculation.

Emerging growth company and smaller reporting company status

21 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-Q

Item 2. Management’s Discussion and Analysis