Other Information
−Removed: quarter ended March 31, 2025, no director or officer of the Company adopted or terminated or otherwise had in effect a “Rule 10b5-1
−Removed: trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation
−Removed: The exhibits required
−Removed: by Item 601 of Regulation S-K and Item 15(b) of this Quarterly Report are listed in the Exhibit Index below.
−Removed: The exhibits listed
−Removed: in the Exhibit Index are incorporated by reference herein.
+Added: During the quarter
+Added: ended June 30, 2025, no director or officer of the Company adopted or terminated or otherwise had in effect a “Rule 10b5-1 trading
+Added: arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: In July and August 2025,
+Added: we issued 360,000 shares of Common stock under our existing Equity Line Common Stock Purchase Agreement for total proceeds of $1.9 million.
+Added: On August 5, 2025, the
+Added: Company entered into a series of exchange agreements (the “Exchange Agreements”) with certain accredited investors to exchange
+Added: 569 outstanding shares of the Company’s Series B preferred stock (including accrued dividends thereon) for 132,724 shares of common
+Added: stock at an exchange price of $4.486 per common share.
+Added: The issuance of the exchange common shares is intended to be exempt from registration
+Added: pursuant to the exemptions under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”).
+Added: The foregoing description
+Added: of the Exchange Agreements is a summary only, does not purport to be complete and is qualified in its entirety by the full text of the
+Added: form of Exchange Agreement, a copy of which is attached as Exhibit 10.35 and incorporated herein by reference.
+Added: The exhibits required by
+Added: Item 601 of Regulation S-K and Item 15(b) of this Quarterly Report are listed in the Exhibit Index below.
+Added: The exhibits listed in
+Added: the Exhibit Index are incorporated by reference herein.
Description of Document
8 unchanged sentences
Series B Convertible Preferred Stock Certificate of Designations dated April 23, 2024
+Added: Series C Convertible Preferred Stock Certificate of Designations dated June 30, 2025
Bylaws of the Company
14 unchanged sentences
Form of Inducement Stock Option Grant Notice and Inducement Stock Option Agreement
−Removed: Clip Interactive, LLC 2013 Equity Incentive Plan
−Removed: Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan
−Removed: Executive Officer Employment Agreement for Michael Lawless dated October 13, 2021
−Removed: Executive Officer Employment Agreement for Peter Shoebridge dated October 13, 2021
+Added: Interactive, LLC 2013 Equity Incentive Plan
+Added: of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan
+Added: Officer Employment Agreement for Michael Lawless dated October 13, 2021
+Added: Officer Employment Agreement for Peter Shoebridge dated October 13, 2021
Description of Document
21 unchanged sentences
Registration Rights Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.
−Removed: Description of Document
−Removed: Incorporated by reference from
+Added: Form of Securities Purchase Agreement dated June 30, 2025
+Added: Form of Common Stock Warrant dated June 30, 2025
+Added: Form of Registration Rights Agreement dated June 30, 2025
+Added: Amendment 1, dated July 30, 2025, to Equity Line Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.
+Added: Form of Exchange Agreement dated August 5, 2025
Insider Trading Policy
17 unchanged sentences
the undersigned, thereunto duly authorized.
−Removed: /s/ Michael Lawless
−Removed: Michael Lawless
+Added: /s/ Jeffrey Thramann
+Added: Jeffrey Thramann
President, Chief Executive Officer, Director
1 unchanged sentence
Chief Financial Officer
+Added: August 8, 2025
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.