What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-06 compared with 2025-03-05 · 332 added, 203 removed, 314 unchanged (63% of the section changed)

Overview of Auddia

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

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.

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—and the Discovr Radio platform, a web-based portal that allows artists and record labels to promote

songs on radio streams, through an integration with faidr.

faidr historically allowed

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

The app replaces these ad breaks in real time with songs supplied

by Discovr Radio, giving artists exposure on mainstream airwaves.

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.

and preference-based new music discovery.

In addition to commercial-free AM/FM, faidr includes podcasts with its Forward+ ad skipping

technology on iOS.

The combination of AM/FM

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

growing (podcast listeners) audiences.

streaming and new-music distribution, with Auddia’s unique, AI technology-driven differentiators, addresses large (radio streamers)

and rapidly growing (independent and emerging artists) audiences and customer bases.

We have developed our

4 unchanged sentences

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, 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 of faidr through several

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

The full app launched on February 15, 2022, and included

all major U.S.

The faidr app with its

advanced features allows users 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, 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

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

The full app launched on February

15, 2022, and included all major U.S.

radio stations in the US.

In February 2023, we added faidrRadio, our exclusive content offerings, to the app.

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

addition of podcasts, exclusive content, and continued enhancement of its ad-free accuracy and functionality, the faidr app now boast

a strong 30-day retention rate of above 20% and is in the beginning phases of rolling out subscription products to users.

The faidr mobile App is available today

through the iOS and Android App stores.

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 and added to the Android app in May of 2023.

The Company initially

launched faidr with a B2C subscription model in February of 2022 and transitioned to a B2B subscription model in Q1 of 2026.

In August 2025, the Company

announced a new B2B business model with a strategic shift to AI driven music discovery.

Auddia is targeting artists and labels for SaaS

subscription access to ad-free AM/FM streaming listeners on the faidr app, while faidr users will enjoy free access to AI driven ad-free

AM/FM streams on all music stations.

Consumer subscriptions will no longer be required to enjoy faidr’s ad-free and content personalization

listening experience.

New music platforms like

Bandcamp and SoundCloud are integral tools for artists to connect with new fans and even monetize their content, but those platforms only

cater to a subset of the total addressable market for an artist.

The Company believes the largest group of potential fans for most artists

remains on commercial radio, listening to music passively and not searching for new artists even though Company surveys and research indicate

radio listeners are interested in hearing new music when listening to their favorite radio stations.

Auddia’s new Discovr Radio

platform delivers the experience of passively listening to commercial AM/FM radio streams while being exposed to new music instead of

Unlike other new music

discovery platforms, which allow artists to upload songs in the hopes that new listeners will find them among the other songs available,

Discovr Radio delivers guaranteed plays to artists, leveraging AI to place their songs into radio feeds as part of a custom programming

experience and as unique content during what would typically be an ad break.

This gives artists opportunities to be heard by the many

millions of streaming radio listeners worldwide.

The new Discovr Radio

platform consists of a new AI Placement Engine and Artist Portal.

The AI Placement Engine aims to put the right new song in front of the

right listener, on the right station, adjacent to the right artist, to optimize music discovery and the connection between artists and

The Artist Portal gives artists performance analytics on number of total plays, likes and dislikes, demographic data, and facilitate

the connection of artists to their new fans.

In addition to streaming songs on live radio streams, the Discovr Radio offering will eventually

allow artists and labels to launch campaigns on streaming apps to promote new songs, albums, and tours.

Auddia is evolving its

business model from direct-to-consumer to business-to-business, shifting its focus from individual radio-streaming subscribers to artists

and labels as subscribers.

Through a modest monthly subscription, artist and label customers gain guaranteed radio plays—offering

a new channel for music promotion.

The faidr mobile App

is available today through the iOS and Android App stores and the MVP version of the Discovr Radio platform was released on January 20,

The MVP is expected to be supported by a pilot program of participating customers.

Since the release of

Discovr Radio, participating artists are seeing an average of 116 plays over radio per week.

In addition to plays and likes, faidr users

have been engaging with artists through visits to artists pages and clicking on outbound links.

As of February 12, 2026, artist pages

are seeing an average 30% clickthrough rate, meaning nearly a third of all artist-page visits results in a user clicking to listen to

the artist’s full library elsewhere, or following them on socials, or buying the artist’s merch, tickets, or music.

Recent Developments

Mergers and Acquisitions Strategy

We are exploring various merger and acquisition

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

accelerate user adoption and subscriber growth;

new markets (international);

Proposed Business Combination

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 (“Thramann Holdings”).

Thramann Holdings is a privately held holding company that controls

LT350, Influence Healthcare, and Voyex, three early stage AI-native companies founded by Jeff Thramann, Auddia’s founder, CEO and

Executive Chairman.

The Company has established a special committee of

independent directors to evaluate the related party transaction.

The special committee has engaged its own counsel and financial advisor.

Upon closing of the proposed transaction, the Company

would be renamed McCarthy Finney and would trade under its new MCFN ticker symbol.

Auddia would become a wholly owned subsidiary of McCarthy

Finney, and each of the three Thramann Holdings entities would also be wholly owned by McCarthy Finney.

Jeff Thramann would remain as

CEO of McCarthy Finney and John Mahoney would remain as CFO.

Auddia’s current board members are expected to continue as members

of the board of the combined company.

Auddia shareholders at the time of closing are expected

to own a 20% economic interest of McCarthy Finney, with an 80% economic interest of the combined company expected to be owned at closing

by Jeff Thramann.

Under certain circumstances, these ownership percentages may be adjusted upward or downward based on the level of Auddia’s

cash at closing.

The consideration to be paid to Thramann Holdings

in the proposed transaction will consist of (i) shares of McCarthy Finney convertible preferred stock and (ii) $3.5 million aggregate

principal amount of McCarthy Finney notes with a two year maturity date.

The closing of the merger will be conditioned on

Auddia having at least $12 million cash on hand at closing in order to provide cash runway to fund McCarthy Finney to key future business

There can be no assurances as to Auddia’s level of cash at closing.

The transaction has been unanimously approved by

the board of directors of both companies.

In connection with the approval of the merger agreement, Houlihan Capital provided a fairness

opinion to Auddia’s special committee and board of directors.

The proposed transaction is expected to close in the

second quarter of 2026, subject to customary closing conditions, including approvals by the Auddia stockholders, the effectiveness of

the S-4 registration statement to be filed with the SEC to register the shares of McCarthy Finney stock to be issued in connection with

the merger, and the continued listing of the combined company’s common stock on Nasdaq.

The proposed business combination is subject to a

number of known and unknown risk and uncertainties.

There can be no assurances that such business combination will be approved by stockholders

or will ultimately be consummated.

For more information about

the business combination transaction, please see Auddia's Current Report on Form 8-K filed with the SEC on February 17, 2026.

Mergers and Acquisitions

We are exploring various

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

accelerate user adoption and

subscriber growth;

enter new markets (international);

and open new pathways toward raising capital.

The overall strategy focuses on three areas:

(1) acquiring

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

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

RFM Acquisition

On January 26, 2024, we entered into a Purchase

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

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

The aggregate consideration for the

RFM Acquisition was $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.

Reverse Share Split

The Company filed an amendment to its Certificate

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

Eastern Time on February 26, 2024.

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

Shares of the Company’s common stock were

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

The reverse stock split did not change the authorized

number of shares of the Company’s common stock.

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

stock split were rounded up to the nearest whole share.

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

The reverse stock split applied to the Company’s

outstanding warrants, stock options and restricted stock units.

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

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

The exercise prices of any outstanding

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

equity incentive plans.

The overall strategy focuses on three

(1) acquiring retained customers of the Discovr Radio platform to generate significant subscription revenue, (2) acquiring retained

users of faidr to supply the audience to Discovr Radio customers (3) scaling the faidr userbase and the Discovr Radio customer base once

we’ve achieved product-market fit.

Nasdaq Deficiency Notices

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,

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.

History of Auddia

22 unchanged sentences

at this average price point.

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

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

In early 2018 and over the period of next year,

52 unchanged sentences

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

addition of podcasts, exclusive content, and continued enhancement of its ad-free accuracy and functionality, the faidr app now boast

a strong 30-day retention rate of above 20% and is in the beginning phases of rolling out subscriptions products to users.

Overview of the Evolving

Audio Ecosystem and the Positioning of AM/FM Broadcast Radio

We believe that audio

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

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

Historically, audio has been a passive

medium where content is selected by a professional program director and delivered to large audiences who have no choice in personalizing

the delivered content.

But audio is now transitioning to an active medium where consumers can interact with streaming content through

advanced algorithms and feedback mechanisms that include skipping content, providing thumbs up and thumbs down input, sharing content

socially, creating playlists, following other playlists and customizing the programming of content routines for specific parts of the

day through smart speakers like Alexa ( e.g., providing a morning routine).

Advanced artificial intelligence capabilities are facilitating

these new capabilities and accelerating the trend towards consumer consumption of on-demand personalized content.

To support this trend,

audio content needs to be understood, indexed, stored and made retrievable through search methods so it can be provided to consumers when

they ask for particular content.

Broadcast radio remains the dominant force in

The Q4 2024 Share of Ear Study shows broadcast radio with a 36% share of listening and the next most popular form of listening

being music videos on YouTube at 13% followed by podcasts at 10%.

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

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

We believe streaming audio will continue to

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

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

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

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

Most common streaming

platforms in the U.S.

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

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

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

same advertisement load as the on-air product.

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

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

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

spot, this would equate to 33.4 advertisements per hour.

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

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

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

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

music players.

There are a handful of successful radio-streaming mobile applications

on the market today.

Between the top five, there are more than 150 million users, which includes some overlap.

According to Statista,

the reach of online radio, which includes AM/FM streaming, has increased sharply over the past decade, with 68% of the US population having

listened to online radio within a month in 2021 compared to only 34% ten years earlier.

This migration of audience is expected to continue.

The total addressable market for radio streaming is expanding year-over-year, and faidr is the only app currently available that can (1)

provide ad-free listening and (2) can aggregate all stations in the US in one place, as it is not beholden to any exclusivity deals with

the larger AM/FM media corporations.

The Company believes

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

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

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

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

current audio-streaming landscape.

Overview of Podcasting

in the Audio Ecosystem

Another area of significant

change within the broader audio ecosystem, we believe, is that podcasting is an emerging new type of audio media and that there are opportunities

to develop new forms of content consumption, distribution, and monetization around this new form of audio media.

With more than 135 million

monthly listeners in the U.S.

in 2024, podcasting has exploded within a relatively short period of time.

Yet the core offering of a podcast

is still very basic, including only audio content for the listener and leveraging audio advertising (embedded within the podcast episode

content) as the primary and often exclusive mechanism for generating revenue.

Like AM/FM radio, podcasting is ripe for disruption by third

parties that bring new and expanded revenue models to the industry.

Additionally, we believe

podcasting is still in its infancy and because of that, opportunities exist to improve the overall media creation and consumption experience

for podcasters and listeners alike, and that these improvements can create new channels of revenue for content creators.

By leveraging

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

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

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

In August 2025, the Company announced a

new B2B business model with a strategic shift to AI driven music discovery.

Auddia began targeting artists and labels for SaaS subscription

access to ad-free AM/FM streaming listeners on the faidr app, shifting faidr from a subscription-based app to a completely free experience,

leveraging AI driven ad-free AM/FM streams on all music stations.

Discovr Radio, a new-music

discovery engine, was developed and launched, targeting artists and record labels.

Discovr Radio is a subscription-based music promotion

tool that integrates into faidr, playing customer songs over ad breaks on commercial radio streams.

Discovr Radio was launched on January

Streaming audio landscape and opportunities

for emerging artists

Despite the growth of on-demand streaming, AM/FM

radio remains a significant driver of audio listening in the United States, particularly within ad-supported audio.

Nielsen’s The

Record (Q3 2025) reports that Americans spend 3 hours and 53 minutes per day with audio across ad-supported and ad-free platforms,

and that ad-supported audio accounts for 64% of all listening;

within that ad-supported universe, consumers spent 62% of daily time with

radio, compared to 20% with podcasts, 15% with streaming music, and 3% with satellite radio.

This persistent scale means broadcast radio

continues to influence which music reaches mass audiences, including casual listeners who may not actively seek out new artists.

At the same time, radio’s programming and

economic incentives tend to favor familiarity and repeat listening, which can constrain the number of “open slots” available

for emerging artists.

Industry programming practices commonly rely on tight rotations and a mix of “current,” “recurrent,”

and “gold” titles to maintain predictable listener satisfaction;

for example, programming analyses of Contemporary Hit Radio

(CHR) illustrate how a small set of “power” songs can be played 100+ times per week on major stations, reflecting highly concentrated

playlists and heavy repetition.

In parallel, radio programming guidance frequently emphasizes the use of recurrents as a strategy to keep

stations sounding “familiar and fresh,” reinforcing the structural preference for established songs over a broader set of

brand-new releases.

As a result, even though radio remains a large pool of listening time, breaking new music through radio can be challenging,

and airplay opportunities may be concentrated among a limited set of songs and artists at any given time.

These dynamics occur against a backdrop of rapidly

expanding music supply on digital platforms.

Luminate-cited reporting indicates that in 2025 an average of ~106,000 new tracks (new ISRCs)

were delivered to streaming services each day, underscoring both the accessibility of distribution and the intensifying competition for

In this environment, platforms and products that help listeners efficiently discover relevant new music—and help emerging

artists reach new fans—may benefit from (i) the continued importance of ad-supported audio, (ii) consumer demand for personalization,

and (iii) the gap between the scale of new releases and the limited new-music capacity of traditional broadcast programming.

Competitive Landscape — Artist Discovery

and Promotion Platforms

The digital audio ecosystem includes a range of

platforms and services that support music discovery and artist promotion, each offering different mechanisms by which emerging artists

can reach new listeners.

These platforms operate outside traditional broadcast radio and provide alternative or complementary avenues

for music exposure in a highly competitive and saturated environment.

Streaming services with promotional tools:

Major on-demand streaming services such as Spotify and Apple Music provide artists with discovery and promotional features

integrated into their platforms.

Through artist-focused toolkits, editorial playlist submissions, algorithmic discovery modes, targeted

recommendation initiatives, and promotional features (e.g., Spotify’s Campaign Kit with tools like Marquee and Discovery Mode),

artists can increase the visibility of their music within large user bases and personalized listening experiences.

These mechanisms—while

not dedicated promotional marketplaces—leverage the platforms’ scale and recommendation systems to help connect artists with

new fans and influence streaming outcomes.

Digital promotion and playlist-placement services:

Dedicated promotion services have emerged to support artists in securing placements on curated playlists, blogs, radio, and social channels.

Platforms such as Groover , SubmitHub , Playlist Push , SoundCampaign , and similar services offer tools and campaign

frameworks that assist in pitching music to playlists, curators, press, and influencers, thereby increasing potential exposure across

major streaming and discovery channels.

These services often operate on paid campaigns or credit-based submissions designed to help independent

artists expand their audience reach beyond organic discovery.

Social and alternative discovery platforms:

Social media and creator-driven platforms like TikTok , YouTube , and SoundCloud serve as influential discovery environments

where viral trends, user-generated content, and community engagement can rapidly elevate an emerging artist’s visibility.

not exclusively promotional in structure, these platforms facilitate music discovery through user sharing, influencer amplification, and

content virality, presenting competitive touchpoints for audience engagement outside of curated audio streams.

Niche and community-oriented platforms:

Other services and networks, including Bandcamp and artist networking tools like Vampr , focus on direct artist-to-fan connections

and professional collaborations.

Bandcamp, for example, recently introduced curated subscription-based discovery offerings that provide

thematic selections and community engagement opportunities, helping emerging artists connect with dedicated listeners in curated contexts.

Similarly, social discovery platforms aim to facilitate connections within music communities.

Comprehensive artist development and marketing

In addition to promotion services, broader marketing and analytics tools (e.g., Spotify for Artists analytics, Chartmetric ,

Soundcharts , and social media marketing suites) provide artists with data, audience insights, and campaign optimization capabilities.

These tools are increasingly utilized as part of integrated promotional strategies that help emerging acts understand listener behavior

and refine their outreach efforts across digital channels.

Collectively, these platforms and services create

a competitive landscape in which emerging artists can pursue multiple paths to increase visibility and build audiences.

They differ in

their approaches—from algorithmic recommendation and curated playlist placement to direct fan engagement and social virality—but

each represents an alternative to traditional radio airplay for connecting new music with fans at scale.

However, none of the above solutions offer a direct

pathway or exposure to traditional radio audiences.

Integrated ecosystem and differentiation (faidr

+ Discovr Radio)

Auddia operates an integrated ecosystem that includes

both (i) a consumer-facing audio streaming product (faidr) and (ii) an artist-facing distribution and promotion product (Discovr Radio).

faidr is positioned as a streaming application that enables consumers to listen to radio streams with features such as ad-free listening

and other controls, depending on subscription tier and product configuration.

Discovr Radio is positioned as an artist-focused platform

that allows artists, managers, and labels to upload tracks for insertion into live radio streams delivered through faidr—particularly

by using portions of the stream that would otherwise be dedicated to commercial breaks—and provides campaign and performance analytics.

Together, these two products create a two-sided

network in which consumer listening supply (faidr) and artist promotion demand (Discovr Radio) can be coordinated within a single operating

This integrated approach differs from many competing

promotion pathways for emerging artists.

In the broader market, artist promotion is often executed either (a) within large streaming platforms’

own ecosystems (e.g., Spotify’s paid in-app promotional placements such as Marquee and algorithmic tools such as Discovery Mode,

and SoundCloud’s self-serve Promote tool) or (b) via third-party promotion and playlist pitching services that do not control the

end listening experience.

By contrast, Auddia’s model is designed to connect artist campaigns to listeners inside Auddia’s

owned consumer experience (faidr) and to monetize a specific, addressable inventory opportunity associated with radio streaming (commercial-break

time) via Discovr Radio.

Potential points of differentiation versus

the competitive landscape

Owned audience + owned distribution workflow:

Auddia can align artist promotion (Discovr

Radio) with a consumer listening environment it operates (faidr), rather than relying solely on external editorial playlisting, third-party

curator networks, or off-platform paid media.

Distinct discovery “placement” context:

Discovr Radio is positioned around

inserting emerging-artist tracks into live radio streams—specifically leveraging time that is typically commercial inventory—rather

than competing only for placement in on-demand playlists or algorithmic recommendation slots within a major DSP.

Closed-loop measurement inside the ecosystem:

Because the listener

experience and insertion mechanics occur within faidr, Auddia may be able to provide campaign reporting tied to exposure and engagement

inside its environment (subject to product capabilities, privacy practices, and data availability).

The effectiveness of this ecosystem is likely

dependent on factors such as faidr user growth and retention , the Company’s ability to maintain and enhance product functionality ,

competitive responses from larger platforms with substantial scale and promotion tooling (e.g., Spotify and SoundCloud), and broader market

dynamics in radio streaming and digital audio discovery.

Software Products and Services

The faidr App

The faidr App is our flagship product and is expected

to generate the majority of the Company’s future revenue.

The faidr App is our one key component to Auddia’s

audio ecosystem and connects its customers with an engaged audience to consume Discovr Radio content.

How the faidr App Works

A faidr subscriber will select a specific streaming

A faidr user will select a specific streaming

radio station to record and be able to listen to the recording of that station in a customized manner.

2 unchanged sentences

the recorded station is played back by the App subscriber, faidr will identify the audio content segments the user chooses not to consume

and automatically switch the audio playback of the recording to a different piece of audio content.

For example, if a consumer chooses

not to listen to commercials during the playback of their recording of a station, the faidr App will automatically cover the commercial

segments with other content such as additional music.

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

faidr will represent an attractive distribution platform for content providers.

There is no guarantee the audio content ecosystem will

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

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

The Company has not yet secured the rights from content

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

and automatically switch the audio playback of the recording to a different piece of audio content, namely a track sourced from a Discovr

Radio artist that has been matched to the station and user.

As the audio content ecosystem continues to expand,

the Company believes faidr will represent an attractive distribution platform for content providers.

There is no guarantee the audio content

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

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

The Company has not yet secured the rights

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

Users of faidr can also access any podcast that’s

2 unchanged sentences

intelligence platform developed and owned by the Company and subject to one issued patent and additional patent applications that are

The Discovr Radio Platform

Discovr Radio is Auddia’s artist-facing

distribution and promotional platform designed to help emerging and independent artists reach new listeners and is expected to generate

the majority of the Company’s future revenue.

The platform enables artists, managers, and labels

to upload and manage music campaigns for placement within live AM/FM radio streams delivered through the Company’s faidr application.

Discovr Radio is designed to utilize available

inventory within radio streams to introduce new music to engaged listeners in a contextual listening environment.

The platform also provides

campaign management tools and performance reporting intended to give artists visibility into audience reach and engagement.

Through Discovr Radio, Auddia seeks to create

a scalable pathway for music discovery that connects artists directly with listeners inside its owned streaming ecosystem.

29 unchanged sentences

Business Model and Customer Acquisition Strategy

The Company is following a direct-to-consumer,

go-to-market strategy to bring paid and organic installers to its app.

Once there, users are prompted to subscribe either to a monthly

or annual plan.

In addition to monetizing users through premium subscription products, the platform will also monetize free users through

native advertising.

The Company is following a B2B, go-to-market strategy

to bring artists, labels, managers and distributors to the Discovr Radio platform and sign up for paid promotional airplay.

Our Legacy Interactive

98 unchanged sentences

claims against us could have a material adverse effect on our business, financial condition, and results of operations.

Our audio service offerings

face competition from alternative media platforms and technologies, such as broadband wireless, satellite radio, audio broadcasting by

cable television systems and internet-based streaming music services, as well as consumer products, such as portable digital audio players

and other mobile devices, smart phones and tablets, gaming consoles, in-home entertainment and enhanced automotive platforms.

These alternative

platforms and technology are offered by much larger and well-established radio-streaming applications such as iHeart Media, Audacy, and

These technologies and alternative media platforms compete with our services for audience share and advertising revenues.

can be no assurance that we will be able to compete successfully in the audio marketplace.

We are a small, relatively new company and

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

All the top-three radio

streamers listed above have the same core weaknesses against faidr.

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

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

iHeart and Audacy

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

it from offering Audacy stations.

However, our success

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

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

compete with other new technologies or services.

Other companies employing new technologies or services could more successfully implement

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

As of December 31, 2024,

we had 12 total employees, 6 of whom were engaged in full-time research and development activities and 6 of whom were engaged in sales

and marketing and general administration activities.

The Company also works with 2 full-time contractors who support research and development

and 2 part-time contractors who support general administration activities.

None of our employees is represented by any collective bargaining

We believe that we maintain good relations with our employees.

Our workforce consists of

a combination of full-time and part-time employees, as well as independent contractors and third-party service providers who support specialized

or project-based activities.

As of December 31, 2025, we employed 5 full-time employees.

We also engaged approximately 10 independent

contractors and consultants during the year, primarily in engineering, sales and marketing and general administrative activities.

contractors do not receive employee benefits and are engaged under time-bound or project-specific agreements.

We believe our mix of employees

and contractors provides operational flexibility while ensuring access to specialized expertise.

We continually evaluate our workforce

structure to support our strategic objectives, maintain compliance with applicable labor and employment laws, and ensure appropriate oversight

of third-party personnel.

Health, Safety and Wellness

73 unchanged sentences

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

Based on these criteria, the Company’s emerging

growth company status is currently expected to expire on December 31, 2026, unless it earlier meets one of the disqualifying conditions

described above.

Available Information

4 unchanged sentences

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

Information contained

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

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

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

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

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

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

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

What changed 10-K

Item 1. Business