AUDDIA INC. 10-Q

Item 1. Financial Statements Auddia Inc. Condensed Balance Sheets June 30, 2025 December 31, 2024 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 1,067,756 $ 2,706,319 Accounts receivable, net 819 353 Prepaid assets 95,190 45,667 Other current assets 10,039 10,039 Total current assets 1,173,804 2,762,378 Non-current assets: Property and equipment, net of accumulated depreciation 9,584 12,281 Intangible assets, net of accumulated amortization 17,406 3,416 Software development costs, net of accumulated amortization 1,997,550 2,308,230 Operating lease right of use asset 59,633 74,257 Deferred offering costs 177,771 137,766 Total non-current assets 2,261,944 2,535,950 Total assets $ 3,435,748 $ 5,298,328 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 480,163 $ 507,663 Current portion of operating lease liability 33,399 28,405 Stock awards liability 14,853 14,852 Total current liabilities 528,415 550,920 Non-current operating lease liability 35,426 53,088 Total liabilities 563,841 604,008 Commitments and contingencies (Note 5) – Shareholders' equity: Series B Preferred stock - $ 0.001 par value, 1,535 and 2,314 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 1 2 Series C Preferred stock - $ 0.001 par value, 750 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 1 – Common stock - $ 0.001 par value, 100,000,000 authorized and 654,959 and 397,731 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively (1) 655 398 Additional paid-in capital 95,724,012 94,122,356 Accumulated deficit ( 92,852,762 ) ( 89,428,436 ) Total shareholders' equity 2,871,907 4,694,320 Total liabilities and shareholders' equity $ 3,435,748 $ 5,298,328 The accompanying notes are an integral part of these unaudited condensed financial statements. (1) The Company’s common stock outstanding as of December 31, 2024 has been retroactively restated for the effect of the 1-for-17 reverse stock split effective March 28, 2025. 4 Auddia Inc. Condensed Statements of Operations (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue $ – $ – $ – $ – Operating expenses: Direct cost of services 58,566 50,227 114,136 98,400 Sales and marketing 185,157 216,868 420,598 363,263 Research and development 236,415 159,588 633,118 325,095 General and administrative 729,442 734,325 1,360,333 1,945,124 Depreciation and amortization 357,628 493,382 790,035 977,128 Total operating expenses 1,567,208 1,654,390 3,318,220 3,709,010 Loss from operations ( 1,567,208 ) ( 1,654,390 ) ( 3,318,220 ) ( 3,709,010 ) Other expense: Interest expense ( 1,445 ) ( 16,647 ) ( 2,998 ) ( 169,355 ) Change in fair value of warrants – ( 632,388 ) – ( 632,388 ) Total other expense ( 1,445 ) ( 649,035 ) ( 2,998 ) ( 801,743 ) Loss before income taxes ( 1,568,653 ) ( 2,303,425 ) ( 3,321,218 ) ( 4,510,753 ) Provision for income taxes – – – – Net loss $ ( 1,568,653 ) $ ( 2,303,425 ) $ ( 3,321,218 ) $ ( 4,510,753 ) Net loss per share attributable to common stockholders Basic and diluted $ ( 2.95 ) $ ( 14.62 ) $ ( 6.73 ) $ ( 40.54 ) Weighted average common shares outstanding (1) Basic and diluted 532,314 157,512 493,448 111,268 The accompanying notes are an integral part of these unaudited condensed financial statements. (1) The Company’s common stock outstanding for the three and six months ended June 30, 2024 has been retroactively restated for the effect of the 1-for-17 reverse stock split effective March 28, 2025. 5 Auddia Inc. Condensed Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) Series B Preferred Stock Series C Preferred Stock Common Stock Number of Shares Par Value Number of Shares Par Value Number of Shares Par Value Additional Paid-In-Capital Accumulated Deficit Total Balance, December 31, 2024 2,314 $ 2 – $ – 397,731 $ 398 $ 94,122,356 $ ( 89,428,436 ) $ 4,694,320 Issuance of common shares, net of costs – – – – 78,947 79 672,716 – 672,795 Series B preferred stock converted to common stock ( 140 ) – – – 16,654 17 ( 139,027 ) – ( 139,010 ) Offering costs – – – – – – ( 55,120 ) – ( 55,120 ) Share-based compensation – – – – – – 76,906 – 76,906 Issuance of restricted stock units – – – – 190 – – – – Capitalized dividends converted to common stock – – – – 16,654 16 139,560 – 139,576 Capitalized dividends – – – – – – 58,758 ( 58,758 ) – Net loss – – – – – – – ( 1,752,565 ) ( 1,752,565 ) Balance, March 31, 2025 2,174 $ 2 – $ – 510,176 $ 510 $ 94,876,149 $ ( 91,239,759 ) $ 3,636,902 Issuance of common shares, net of costs – – – – 25,000 25 82,475 – 82,500 Issuance of Series C preferred stock and warrants, net of issuance costs – – 750 1 – – 699,999 – 700,000 Series B preferred stock converted to common stock ( 639 ) ( 1 ) – – 119,748 120 ( 119 ) – – Share-based compensation – – – – – – 21,158 – 21,158 Capitalized dividends – – – – – – 44,350 ( 44,350 ) – RSS adjustment – – – – 35 – – – – Net loss – – – – – – – ( 1,568,653 ) ( 1,568,653 ) Balance, June 30, 2025 1,535 $ 1 750 $ 1 654,959 $ 655 $ 95,724,012 $ ( 92,852,762 ) $ 2,871,907 Series B Preferred Stock Series C Preferred Stock Common Stock (1) Number of Shares Par Value Number of Shares Par Value Number of Shares Par Value Additional Paid-In-Capital Accumulated Deficit Total Balance, December 31, 2023 – $ – – $ – 50,245 $ 50 $ 80,963,700 $ ( 80,543,330 ) $ 420,420 Issuance of common shares, net of costs – – – – 78,826 79 3,606,429 – 3,606,508 Offering costs – – – – – – ( 44,404 ) – ( 44,404 ) Share-based compensation – – – – – – 173,289 – 173,289 Net loss – – – – – – – ( 2,207,328 ) ( 2,207,328 ) Balance, March 31, 2024 – $ – – $ – 129,071 $ 129 $ 84,699,014 $ ( 82,750,658 ) $ 1,948,485 Issuance of common shares, net of costs – – – – 35,293 35 1,245,965 – 1,246,000 Issuance of Series B preferred stock and warrants 2,314 2 – – – – 2,238,575 – 2,238,577 Conversion of debt to equity – – – – – – 1,543,772 – 1,543,772 Offering costs – – – – – – ( 97,333 ) – ( 97,333 ) Share-based compensation – – – – – – 132,488 – 132,488 Net loss – – – – – – – ( 2,303,425 ) ( 2,303,425 ) Balance, June 30, 2024 2,314 $ 2 – $ – 164,364 $ 164 $ 89,762,481 $ ( 85,054,083 ) $ 4,708,564 The accompanying notes are an integral part of these unaudited condensed financial statements. (1) The Company’s changes in stockholders’ equity for the three and six months ended June 30, 2024 has been retroactively restated for the effect of the 1-for-17 reverse stock split effective March 28, 2025. 6 Auddia Inc. Condensed Statements of Cash Flows (Unaudited) For the Six Months Ended June 30, 2025 2024 Cash flows from operating activities: Net loss $ ( 3,321,218 ) $ ( 4,510,753 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 790,035 977,128 Share-based compensation expense 98,064 305,777 Change in fair value of warrants – 632,388 Amortization of ROU asset 14,624 6,914 Change in assets and liabilities: Accounts receivable ( 465 ) 136 Prepaid assets ( 49,523 ) ( 70,493 ) Other current assets – ( 10,039 ) Accounts payable and accrued liabilities ( 27,499 ) 37,986 Lease liabilities ( 12,667 ) ( 2,865 ) Net cash used in operating activities ( 2,508,649 ) ( 2,633,821 ) Cash flows from investing activities: Purchase of property and equipment – ( 8,518 ) Software capitalization ( 476,475 ) ( 528,602 ) Intangibles capitalization ( 14,175 ) – Net cash used in investing activities ( 490,650 ) ( 537,120 ) Cash flows from financing activities: Offering costs ( 95,125 ) ( 72,807 ) Net settlement of share-based compensation liability – ( 19,686 ) Repayments of related party debt – ( 2,750,000 ) Proceeds from issuance of preferred shares, net of issuance costs 700,000 2,238,575 Proceeds from issuance of common shares, net of issuance costs 755,295 4,852,508 Dividends and Series B preferred stock converted to common stock 566 – Net cash provided by financing activities 1,360,736 4,248,590 Net (decrease) increase in cash ( 1,638,563 ) 1,077,649 Cash, beginning of year 2,706,319 804,556 Cash and restricted cash, end of period $ 1,067,756 $ 1,882,205 Supplemental disclosures of cash flow information: Cash paid for interest $ 2,997 $ 1,045 Cash paid for taxes $ – $ – Supplemental disclosures of non-cash activity: Reclassification of deferred offering costs $ 55,120 $ 68,931 Issuance of warrants in connection with related party debt $ – $ 911,384 Capitalized dividends $ 103,108 $ – Right of use asset and assumption of operating lease liability $ – $ 95,311 The accompanying notes are an integral part of these unaudited condensed financial statements. 7 Auddia Inc. Notes to Condensed Financial Statements (Unaudited) Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Description of Business Auddia Inc., (the “Company”, “Auddia”, “we”, “our”) is a technology company that is reinventing how consumers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. The Company is incorporated in Delaware and headquartered in Colorado. Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Interim Financial Information The condensed financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. The condensed balance sheet as of December 31, 2024 has been derived from the financial statements included in the Company’s annual report on Form 10-K. Accordingly, these condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The results for any interim period are not necessarily indicative of results for any future period. The Company recorded all adjustments necessary for a fair statement of the results for the interim period and all such adjustments are of a normal recurring nature. Reverse Stock Splits On February 27, 2024, 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 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 splits. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans. As a result of the reverse stock splits, unless described otherwise, all references to common stock, share data, per share data and related information contained in these financial statements have been retroactively adjusted to reflect the effect of the reverse stock splits for all periods presented. In addition, any fractional shares that would otherwise be issued as a result of the reverse stock splits were rounded up to the nearest whole share. Further, the number of shares issuable and exercise prices of stock options and warrants have been retrospectively adjusted in these financial statements for all periods presented to reflect the reverse stock splits. 8 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to valuation of capital stock, warrants and options to purchase shares of the Company’s common stock, and the estimated recoverability and amortization period for capitalized software development costs. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Risks and Uncertainties The Company is subject to various risks and uncertainties frequently encountered by companies in the early stages of development. Such risks and uncertainties include, but are not limited to, its limited operating history, competition from other companies, limited access to additional funds, dependence on key personnel, and management of potential rapid growth. To address these risks, the Company must, among other things, develop its customer base; implement and successfully execute its business and marketing strategy; develop follow-on products; provide superior customer service; and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period to comply with certain new or revised accounting standards that have different effective dates for public and private companies. Going Concern The Company had cash and cash equivalents of $ 1,067,756 as of June 30, 2025. The Company will need additional funding to complete the development of the full product line and scale products with a demonstrated market fit. The Company raised an additional $ 1.5 million (net of offering costs) during the six months ended June 30, 2025, and an additional $ 1.9 million subsequent to June 30, 2025, which will only be sufficient into the fourth quarter of 2025. Management has plans to secure such additional funding. If the Company is unable to raise capital when needed or on acceptable terms, the Company will be forced to delay, reduce, or eliminate technology development and commercialization efforts. As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management has plans to mitigate the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, such as the White Lion equity line of credit (refer to Note 7) and additional future financing agreements. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s current level of cash is not sufficient to execute the business plan. For the foreseeable future, the Company will incur significant operating expenses, capital expenditures and working capital funding that will deplete cash on hand during the fourth quarter of 2025. 9 Cash and Cash Equivalents The Company had cash on hand of $ 1,064,918 and $ 2,703,392 as of June 30, 2025 and December 31, 2024, respectively. The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had cash equivalents of $ 2,838 and $ 2,927 as of June 30, 2025 and December 31, 2024, respectively. The Company maintains cash deposits at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance may at times exceed these limits. As of June 30, 2025, the Company had approximately $ 0.8 million in excess of federally insured limits. As of December 31, 2024, the Company had approximately $ 2.2 million in excess of federally insured limits. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. Software Development Costs The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are considered impaired and expensed during the period of such determination. The Company determined that no such impairments were required during the three and six months ended June 30, 2025 and 2024. Software development costs of $ 239,502 and $ 255,214 were capitalized for the three months ended June 30, 2025 and 2024, respectively. Software development costs of $ 476,475 and $ 528,602 were capitalized for the six months ended June 30, 2025 and 2024, respectively. Amortization of capitalized software development costs was $ 356,227 and $ 486,764 for the three months ended June 30, 2025 and 2024, respectively and $ 787,286 and $ 963,682 for the six months ended June 30, 2025 and 2024, respectively, and is included in depreciation and amortization expense in the Company’s condensed statement of operations. Revenue Recognition Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer and will exclude any sales incentives and amounts collected on behalf of third parties. The Company will recognize revenue when it satisfies a performance obligation by transferring control over a service or product to a customer. To achieve this core principle, the Company applies the following five steps: ( 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. The Company will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in the accompanying statements of operations. Collected taxes, if applicable, will be recorded within other current liabilities until remitted to the relevant taxing authority. Subscriber revenue will consist primarily of subscription fees and other ancillary subscription-based revenues. Revenue will be recognized on a straight-line basis when the performance obligations to provide each service for the period have been satisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions. Customers may pay for the services in advance of the performance obligation and therefore these prepayments will be recorded as deferred revenue. The deferred revenue will be recognized as revenue in the accompanying statements of operations as the services are provided. 10 Share-Based Compensation The Company accounts for share-based compensation arrangements with employees, directors, and consultants and recognizes the compensation expense for share-based awards based on the estimated fair value of the awards on the date of grant in accordance with ASC 718, Compensation – Stock Compensation (“ASC 718”). Compensation expense for all share-based awards is based on the estimated grant-date fair value and recognized in earnings over the requisite service period (generally the vesting period). The Company records share-based compensation expense related to non-employees over the related service periods. Certain share-based compensation awards include a net-share settlement feature that provides the grantee an option to withhold shares to satisfy tax withholding requirements and are classified as a share-based compensation liability. Cash paid to satisfy tax withholdings is classified as financing activities in the condensed statements of cash flows. Warrants The Company account for warrants as equity-classified instruments, based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. Note 2 – Property & Equipment, Intangible Assets, and Software Development Costs Property and equipment and software development costs consisted of the following as of: Schedule of property and equipment and software development costs June 30, 2025 December 31, 2024 Computers and equipment $ 110,551 $ 110,551 Furniture 11,258 11,258 Accumulated depreciation ( 112,225 ) ( 109,528 ) Total property and equipment, net $ 9,584 $ 12,281 Domain name $ 3,947 $ 3,947 Patents 14,174 – Accumulated amortization ( 715 ) ( 531 ) Total intangible assets, net $ 17,406 $ 3,416 Software development costs $ 9,054,290 $ 8,577,815 Accumulated amortization ( 7,056,740 ) ( 6,269,585 ) Total software development costs, net $ 1,997,550 $ 2,308,230 11 The Company recognized depreciation expense of $ 1,348 and $ 6,284 for the three months ended June 30, 2025 and 2024, respectively, related to property and equipment, amortization expense of $ 163 and $ 334 for the three months ended June 30, 2025 and 2024, respectively, related to intangible assets, and amortization expense of $ 356,227 and $ 486,764 for the three months ended June 30, 2025 and 2024, respectively, related to software development costs. The Company recognized depreciation expense of $ 2,696 and $ 12,778 for the six months ended June 30, 2025 and 2024, respectively, related to property and equipment, amortization expense of $ 185 and $ 668 for the six months ended June 30, 2025 and 2024, respectively, related to intangible assets, and amortization expense of $ 787,286 and $ 963,682 for the six months ended June 30, 2025 and 2024, respectively, related to software development costs. Note 3 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following: Schedule of accounts payable and accrued liabilities June 30, 2025 December 31, 2024 Accounts payable and accrued liabilities $ 474,398 $ 495,312 Credit cards payable 5,765 12,351 Total accounts payable and accrued liabilities $ 480,163 $ 507,663 Note 4 – Notes Payable to Related Party, net of debt issuance costs On April 9, 2024, the Company and the investor entered into an Amendment and Waiver Agreement relating to the Company’s outstanding Bridge Notes. Refer to the Company’s Form 10-K for the year ended December 31, 2024 for additional information regarding the Bridge Notes. The Company agreed to pay $2.75 million in cash to the holder 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 outstanding Secured Bridge Notes. Effective April 9, 2024, the holder 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) 27,256 prefunded common stock warrants with a per share exercise price of $0.017 per share (the “Prefunded Warrants”) and (ii) 27,256 non-prefunded warrants (the “Non-Prefunded Warrants”) with a per share exercise price equal to $6.2934. The number of Non-Prefunded Warrants was determined by dividing the Rollover Amount by $33.44 (the original exercise price). 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 price. The original exercise price of $33.44 has been subsequently adjusted to $6.2934. 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. 12 The Company issued to the holder 2,942 new common stock warrants with a five-year term as a loan extension fee (“Fee Warrants”). 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 original exercise price of $33.44 has been subsequently adjusted to $6.2934. 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 Bridge Notes and a change in the fair value of warrants of $ 632,388 upon payoff of the debt during the three and six months ended June 30, 2024 All warrants were classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40. Note 5 – Commitments and Contingencies Operating Lease On March 25, 2024, the Company entered into a 37-month operating lease commencing on April 1, 2024 with two separate two year renewal options. The monthly base rent for months two through 14 is $2,456, increasing to $3,070 for months 15 through 26, and ending at $3,684 for months 27 through 37. Rent expense, as part of general and administrative expenses in the statements of operations, was $ 8,960 and $ 8,960 for the three months ended June 30, 2025 and 2024, respectively and $ 17,920 and $ 25,385 for the six months ended June 30, 2025 and 2024, respectively. Litigation In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. There are no active litigations as of the date the financial statements were issued. However, a pre-IPO investor has contacted the Company claiming damages caused by alleged acts and omissions arising from a private financing by the Company. No complaint has been filed by the investor. The alleged damages asserted by the investor are less than approximately $300,000. The outcome of the complaint was neither probable or estimable as of the date the financial statements were issued, therefore, no accrual has been made. Note 6 – Share-based Issuances Stock Options The fair value of each option award is estimated on the date of grant using a Black Scholes option valuation model that uses the assumptions noted in the following table. Because Black Scholes option valuation models incorporate ranges of assumptions for inputs, these ranges are disclosed. Expected volatilities and based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock, and other factors. The expected term of options granted is derived from the output of the valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. 13 The following table presents the activity for stock options outstanding: Schedule of stock option activity Options Weighted Average Exercise Price Outstanding - December 31, 2024 34,341 $ 123.88 Granted – – Forfeited/canceled – – Exercised – – Outstanding – June 30, 2025 34,341 $ 123.88 Options Weighted Average Exercise Price Outstanding - December 31, 2023 4,994 $ 812.43 Granted – – Forfeited/canceled ( 50 ) 1,011.16 Exercised – – Outstanding – June 30, 2024 4,944 $ 810.56 The following table presents the composition of options outstanding and exercisable: Schedule of options outstanding and exercisable Options Outstanding** Options Exercisable** Exercise Prices Number Price Life* Number Price* $8.67 29,413 $ 8.67 9.51 29,413 $ 8.67 $1,230.63 131 $ 1,230.63 2.36 131 $ 1,230.63 $1,808.79 411 $ 1,808.79 3.98 411 $ 1,808.79 $1,185.75 1,822 $ 1,185.75 5.48 1,822 $ 1,185.75 $760.75 428 $ 760.75 6.18 428 $ 760.75 $514.25 917 $ 514.25 7.20 917 $ 514.25 $168.30 118 $ 168.30 7.94 118 $ 168.30 $106.25 1,101 $ 106.25 8.46 1,101 $ 106.25 Total – June 30, 2025 34,341 34,341 * Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. ** The Company’s options summarized above have been retroactively restated for the effect of the 1-for-17 reverse stock split. 14 Restricted Stock Units The following table presents the activity for restricted stock units outstanding: Schedule of restricted stock units outstanding Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding - December 31, 2024 309 $ 960.84 Granted – – Forfeited/canceled ( 29 ) 527.00 Vested/issued ( 280 ) 1,006.64 Outstanding – June 30, 2025 – $ – Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding - December 31, 2023 676 $ 1,009.12 Granted – – Forfeited/canceled – – Vested/issued – – Outstanding – June 30, 2024 676 $ 1,009.12 The Company recognized share-based compensation expense related to stock options and restricted stock units of $ 21,158 and $ 132,488 for the three months ended June 30, 2025 and 2024, respectively and $ 98,064 and $ 305,777 for the six months ended June 30, 2025 and 2024. The remaining unvested share-based compensation expense of $ 83,918 is expected to be recognized over the next 30 months. Note 7 – Equity Financings Equity Line Common Stock Purchase Agreement On November 25, 2024, the Company entered into a new equity line Common Stock Purchase Agreement and a related registration rights agreement with White Lion. Pursuant to the Common Stock Purchase Agreement, the Company has 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 the Company’s common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. In April 2025, the Company issued 25,000 shares of Common stock under the Equity Line Common Stock Purchase Agreement for total proceeds of $ 0.1 million. 15 At-the-Market Sales Agreement During the six months ended June 30, 2025, the Company issued 78,901 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 “Agent”). Under the Sales Agreement, the Company may sell shares of its 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”). The aggregate market value of shares that the Company can sell under the Sales Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. As of June 30, 2025, the Company has utilized all available capacity under our existing shelf registration statement for our ATM program. $2.3 Million Convertible Series B Preferred Stock and Warrants Financing On April 23, 2024, the Company entered into a securities purchase agreement with accredited investors for a convertible preferred stock and warrants financing. The Company received $ 2,314,000 of gross proceeds in connection with the closing of this financing. At the closing, the Company issued 2,314 shares of Series B convertible preferred stock (“Series B Preferred Stock”) at a purchase price of $1,000 per share of Series B Preferred Stock. The Series B Preferred Stock is convertible into Common Stock at an initial conversion price (“Conversion Price”) of $31.47 per share of Common Stock. The Company also issued warrants (“Warrants”) exercisable for 73,538 shares of Common Stock with a five-year term and an initial exercise price of $ 31.47 per share. The current conversion and exercise price has been adjusted to $ 6.2934 . The proceeds of this financing, together with other available cash resources, were used to repay outstanding debt and for general corporate purposes. Holders of the Series B Preferred Stock will be entitled to dividends in the amount of 10% per annum, payable quarterly. The Company has the option to pay dividends on the Series B Preferred Stock in additional shares of Common Stock. The Company also has the option to cumulate or “capitalize” the dividends, in which case the accrued dividend amount shall be added to the stated value of each share of Series B Preferred Stock. As of June 30, 2025, the Company has elected to capitalize all dividends declared. On February 19, 2025, 140 shares of Series B Preferred stock and capitalized dividends were converted to 33,308 shares of Common Stock. In April 2025, 447 shares of Series B Preferred stock and capitalized dividends were converted to 85,225 shares of Common stock. On June 26, 2025, 192 shares of Series B Preferred stock and capitalized dividends were converted to 34,523 shares of Common Stock. $750,000 Series C Preferred Stock and Warrants Financing On June 30, 2025, the Company entered into a Securities Purchase Agreement with accredited investors for a convertible preferred stock and warrants financing. The Company received $ 750,000 of gross proceeds in connection with the closing of this financing. At the closing, the Company issued 750 shares of Series C convertible preferred stock (“Series C Preferred Stock”) at a purchase price of $1,000 per share of Series C Preferred Stock. The Series C Preferred Stock is convertible into Common Stock at an initial conversion price (“Series C Conversion Price”) of $4.77 per share of Common Stock. The Company also issued warrants exercisable for 314,466 shares of Common Stock with a five year term and an initial exercise price of $ 4.77 per share. The proceeds of this financing, together with other available cash resources, will be used for general corporate purposes. 16 Warrants The following table presents the activity for warrants outstanding: Schedule of activity for warrants outstanding Warrants Weighted Average Exercise Price Outstanding - December 31, 2024 142,915 $ 127.31 Granted 314,466 4.77 Forfeited/cancelled/restored – – Exercised – – Outstanding – June 30, 2025 457,381 $ 43.06 Note 8 – Leases under ASC 842 The Company leases certain office space under operating leases for use in operations. The Company recognizes operating lease expense on a straight-line basis over the lease term. Management determines if an arrangement is a lease at contract inception. Lease and non-lease components are accounted for as a single component for all leases. Operating lease right to use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the expected lease term, which includes optional renewal periods if the Company determines it is reasonably certain that the option will be exercised. As the operating lease does not provide an implicit rate, the discount rate used in the present value calculation represents the incremental borrowing rate determined using information available at the commencement date. Rent expense, as part of general and administrative expenses in the statements of operations, was $ 8,960 and $ 8,960 for the three months ended June 30, 2025 and 2024, respectively and $ 17,920 and $ 25,385 for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, weighted-average remaining lease term and discount rate were as follows: Schedule of weighted-average remaining lease term and discount rate June 30, 2025 Weighted-average remaining lease term 1.57 years Weighted-average discount rate 8.6 % The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of June 30, 2025: Schedule of annual undiscounted cash flows of leases Years Ended December 31, 2025 $ 18,419 2026 41,749 2027 14,735 Less imputed interest ( 6,078 ) Total $ 68,825 17 Note 9 – Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment engaged in the technology of how customers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. The Company’s Chief Financial Officer (“CFO”), as the CODM, regularly reviews the entity-wide financial and operational performance as a single unit. No financial information is disaggregated into separate lines of businesses. The CEO makes resource allocation and business process decisions regarding the overall level of resources available and how to best deploy these resources. The single segment’s principal measure of segment profit and loss is consolidated research and development expenses and administrative expenses. The CFO considers actual and forecasted expenses when evaluating performance. Note 10 – Subsequent Events Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). Through the date of issuance of this report, the Company issued an additional 360,000 shares of Common stock subsequent to June 30, 2025 under the Company’s existing Equity Line Common Stock Purchase Agreement for total proceeds of $1.9 million. On August 5, 2025, the Company entered into a series of exchange agreements (the “Exchange Agreements”) with certain accredited investors to exchange 569 outstanding shares of the Company’s Series B preferred stock (including accrued dividends thereon) for 132,724 shares of common stock at an exchange price of $4.486 per common share. The issuance of the exchange common shares is intended to be exempt from registration pursuant to the exemptions under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). The foregoing description 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 form of Exchange Agreement, a copy of which is attached as Exhibit 10.35 and incorporated herein by reference. 18