What changed in this filing

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Item 1A. Risk Factors

2026-03-06 compared with 2025-03-05 · 193 added, 67 removed, 847 unchanged (23% of the section changed)

Summary of Risk Factors

The following is a summary

of the principal risks and uncertainties that could materially adversely affect our business, financial condition, or results of operations.

You should read this summary together with the more detailed description of risk factors below under the heading “ Risk Factors .”

Risks related to the proposed merger with Thramann

The merger with Thramann Holdings and the resulting change in control from such merger must be approved by Auddia stockholders.

Failure to obtain stockholder approval would prevent the closing of the Thramann Holdings merger.

Failure to complete the merger may result in Auddia paying a termination fee to Thramann Holdings, and could harm the common stock price and future business and operations of Auddia.

If the conditions to the merger are not satisfied or waived, the merger may not occur.

Auddia stockholders may not realize a benefit from the merger commensurate with the ownership dilution they will experience in connection with the merger.

Auddia’s stockholders will generally have a reduced ownership and voting interest in, and will exercise less influence over the management of, the holding company following the completion of the merger as compared to their current ownership and voting interests in Auddia.

Risks related to our financial position and

need for additional capital

Our auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain further financing.

We have incurred significant net losses since inception and anticipate that we will continue to incur net losses for the foreseeable future and may never achieve or maintain profitability.

We will need additional funding, which may not be available on acceptable terms, or at all.

Failure to obtain this capital when needed may force us to delay, limit or terminate our product development efforts or other operations.

Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies and product candidates.

We have generated historical revenue from our mobile app platform for radio stations, but future revenue growth is dependent on new software services.

Our limited operating history of our current business plan may make it difficult for investors to evaluate the success of our business to date and to assess our future viability.

We have identified material weaknesses in our internal control over financial reporting in the past.

Failure to achieve and maintain effective internal control over financial reporting could result in our failure to accurately or timely report our financial condition or results of operations, which could have a material adverse effect on our business and securities prices.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could be impaired, which would adversely affect our business.

Risks related to the development of our products

Our subscription revenue margins and our freedom to operate our faidr radio platform rely on continuity of the established music licensing framework.

Our faidr platform will rely on the established “personal use exemption” which allows individuals to record content for time-shifting purposes.

If we are unable to obtain and maintain patent protection for our products and product candidates, or if the scope of the patent protection obtained is not sufficiently broad, our competitors could develop and commercialize products and product candidates similar or identical to ours, and our ability to successfully commercialize our products and product candidates may be adversely affected.

Real or perceived errors, failures or bugs in our platform or products could materially and adversely affect our operating results and growth prospects.

Risks related to our business operations

Our recently announced growth strategy includes seeking acquisitions of other companies or assets in our industry sector.

We may not be successful in identifying, making and integrating business or asset acquisitions, if any, in the future.

Our future success depends on our ability to retain key employees, consultants and advisors and to attract, retain and motivate qualified personnel.

If we are unable to manage expected growth in the scale and complexity of our operations, our performance may suffer.

Any cybersecurity-related attack, significant data breach or disruption of the information technology systems or networks on which we rely could negatively affect our business.

Changing regulations and increased awareness relating to privacy, information security and data protection could increase our costs, affect or limit how we collect and use personal information and harm our brand.

Our business depends on a strong brand, and if we are not able to develop, maintain and enhance our brand, our business and operating results may be harmed.

Moreover, our brand and reputation could be harmed if we were to experience significant negative publicity.

Enacted and future legislation may increase the difficulty and cost for us to commercialize our product candidates and may affect the prices we may set.

We may be subject to litigation, disputes or regulatory inquiries for a variety of claims, which could adversely affect our results of operations, harm our reputation or otherwise negatively affect our business.

Risks related to our

intellectual property

Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, and to interruption by man-made problems such as power disruptions, computer viruses, cyberattack, data security breaches or terrorism.

Any failure to protect our intellectual property rights could impair our business.

If third parties claim that we infringe upon or otherwise violate their intellectual property rights, our business could be adversely affected.

Indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

Risks related to ownership of common stock

A significant portion of our total outstanding shares are eligible for sale into the public market.

Substantial sales of our shares into the public market could cause the market price of our common stock to drop significantly, even if our business is performing well.

The issuance of common stock pursuant to our equity line facility or our ATM facility may cause substantial dilution to our existing shareholders, and the sale of such shares in connection with our equity line or ATM facilities could cause the price of our common stock to decline.

The price of our common stock may be volatile and fluctuate substantially, which could result in substantial losses for investors in our securities.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our stock, the price of our stock could decline.

We may not be able to continue our current listing of our common stock on the Nasdaq Capital Market.

A delisting of our common stock from Nasdaq could limit the liquidity of our stock, increase its volatility and hinder our ability to raise capital.

We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We continue to incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

Provisions in our corporate charter and our bylaws and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.

Our charter provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for such disputes with us or our directors, officers or employees.

This Annual Report

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of important factors that could affect our business, operating results, financial condition and the trading price of our securities.

discussion should be read in conjunction with the other information in this Annual Report on Form 10-K, including our financial statements

and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The occurrence

of any of the events or developments described below could have a material adverse effect on our business, results of operations, financial

condition, prospects and securities trading prices.

Additional risks and uncertainties not presently known to us or that we currently

deem immaterial may also impair our business operations.

This discussion should be read in conjunction with the other information in this Annual Report on Form 10-K, including our financial

statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The occurrence of any of the events or developments described below could have a material adverse effect on our business, results of

operations, financial condition, prospects and securities trading prices.

Additional risks and uncertainties not presently known to us

or that we currently deem immaterial may also impair our business operations.

Risks Related to the proposed merger with Thramann

The merger with Thramann Holdings and the resulting change in

control from such merger must be approved by Auddia stockholders.

Failure to obtain stockholder approval would prevent the closing of

the Thramann Holdings merger.

Before the Thramann Holdings merger can be completed, Auddia stockholders

must approve, among other things, the exchange of Auddia common stock for holding company common stock pursuant to the Merger Agreement

and the resulting change in control from the Thramann Holdings merger.

Failure to obtain the required stockholder approval may result

in a material delay in, or the abandonment of, the merger.

Any delay in completing the merger may materially adversely affect the timing

and benefits that are expected to be achieved from the Thramann Holdings merger.

Failure to complete the merger may result in Auddia paying a

termination fee to Thramann Holdings, and could harm the common stock price and future business and operations of Auddia.

If the merger is not completed, Auddia is subject to the following

(i) if the Merger Agreement is terminated under specified circumstances, Auddia could be required to pay Thramann Holdings a termination

fee of $600,000 and reimburse up to $200,000 for Thramann Holdings’ reasonable out-of-pocket expenses incurred in connection with

the Merger Agreement and the transactions contemplated thereby;

(ii) the price of Auddia common stock may decline and could fluctuate

significantly;

and (iii) Auddia will have to pay substantial costs related to the merger, such as financial advisor, legal and accounting

fees, even if the merger is not completed.

If the Merger Agreement is terminated and the board of directors of Auddia determines to seek

another business combination, there can be no assurance that Auddia will be able to find another third party to transact a business combination

with, yielding comparable or greater benefits.

If the conditions to the merger are not satisfied or waived,

the merger may not occur.

Even if the merger is approved by the Auddia stockholders, specified

conditions must be satisfied or, to the extent permitted by applicable law, waived to complete the merger.

These conditions are set forth

in the Merger Agreement.

Auddia cannot assure you that all of the conditions to the consummation of the merger will be satisfied or waived.

If the conditions are not satisfied or waived, the merger may not occur or the closing may be delayed.

It is a condition of the consummation of the merger that Auddia have

at least $12 million of net cash immediately prior to the closing.

Auddia will need to raise significant additional financing prior to

the closing in order to satisfy this closing condition.

The need for Auddia to issue additional equity securities or additional debt may

cause significant dilution to Auddia’s current stockholders.

It is a condition of the consummation of the merger that the holding

company’s stock is approved for listing on Nasdaq.

There can be no assurance such listing condition will be met and, there can be

no assurance that the common stock of the holding company will be listed on Nasdaq following the completion of the merger.

Auddia stockholders may not realize a benefit from the merger

commensurate with the ownership dilution they will experience in connection with the merger.

If the holding company is unable to realize the full strategic and

financial benefits currently anticipated from the merger, Auddia stockholders will have experienced substantial dilution of their ownership

interests without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the holding company

is able to realize only part of the strategic and financial benefits currently anticipated from the merger.

Auddia’s stockholders will generally have a reduced ownership

and voting interest in, and will exercise less influence over the management of, the holding company following the completion of the merger

as compared to their current ownership and voting interests in Auddia.

After the completion of the merger, the current stockholders of Auddia

will generally own a smaller percentage of the holding company than their ownership of their respective companies prior to the merger.

Risks related to our

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Our existing cash was $3.2 million at December 31, 2025.

approximately $10.9 million in additional financing in 2024 and $0.6 million year-to-date through March 5 ,

2025, which enabled us to pay down $2.75 million in connection with the Secured Bridge Notes in 2024 and will only be sufficient to fund

our current operating plans into the second quarter of 2025.

The Company has 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

approximately $7.1 million in additional financing in 2025 and $0.9 million year-to-date through March 4, 2026, which will only be sufficient

to fund our current operating plans into the second quarter of 2026.

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.

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 efforts.

We have incurred significant net losses since inception and anticipate

that we will continue to incur net losses for the foreseeable future and may never achieve or maintain profitability.

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 have incurred significant net losses

since inception and anticipate that we will continue to incur net losses for the foreseeable future and may never achieve or maintain

profitability.

Since inception, we have incurred significant

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that our expenses will increase substantially if, and as, we:

incur costs related to the national launch of our faidr App and as we continue obtaining market acceptance;

recruit and retain podcasters and content creators to faidr and retaining listeners on the platform;

incur costs related to the national launch of our Discovr Radio platform

and faidr App user acquisition as we continue obtaining market acceptance;

recruit and retain artists and labels on Discovr Radio and retain faidr listeners;

continue to develop and improve our technology;

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Furthermore, we continue to incur additional costs associated with operating as a public company.

Our existing cash of $2,706,319

at December 31, 2024 We secured approximately $10.9 million in additional financing in 2024 and $0.6 million year-to-date through March

5, 2025, which enabled us to pay down $2.75 million in connection with the Secured Bridge

Notes in 2024 and will only be sufficient to fund our current operating plans into the second 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.

Our existing cash was $3.2

million at December 31, 2025.

We secured approximately $7.1 million in additional financing in 2025 and $0.9 million year-to-date through

March 4, 2026, which will only be sufficient to fund our current operating plans into the second quarter of 2026.

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.

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 efforts.

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.

Building and scaling

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business operations

Risks related to our

proposed merger with Thramann Holdings.

Our recently announced growth strategy includes

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subject to compliance with the requirements of the SEC’s Rule 144.

The issuance of common stock pursuant to

our equity line facility may cause substantial dilution to our existing shareholders, and the sale of such shares acquired by our equity

line provider could cause the price of our common stock to decline.

The issuance of common stock pursuant to our

equity line facility or our ATM facility may cause substantial dilution to our existing shareholders, and the sale of such shares in

connection with our equity line or ATM facilities could cause the price of our common stock to decline.

We have an equity line facility with White Lion.

During 2025, the Company has sold 995,000 shares to White Lion for total proceeds of approximately $3.7 million.

25, 2024, we entered into a new equity line and a related registration rights agreement with White Lion.

Pursuant 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,

2025, 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.

have effective registration statements that registers for resale by White Lion up to 20,000,000 shares of common stock that we may issue

to White Lion under the New Equity Line Purchase Agreement.

As of March 5, no

shares have been issued under this 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.

The sale of a substantial number of shares to

White Lion, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future

at a time and at a price that we might otherwise desire.

The number of shares of our common stock ultimately offered for resale by White

Lion is dependent upon the number of shares of common stock issued to the White Lion pursuant to the Equity Line Purchase Agreement.

on a variety of factors, including market liquidity of our common stock, the issuance of shares to White Lion may cause the trading price

of our common stock to decline.

November 25, 2024, we entered into a new equity line and a related registration rights agreement with White Lion.

Pursuant 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, 2025, 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.

On July 30, 2025, we amended the equity line Common

Stock Purchase Agreement from $10,000,000 to $50,000,000 and extended the commitment period to December 31, 2027.

We also have an At-the-Market (“ATM”)

facility with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”).

Under the ATM facility, 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”).

During the year ended December 31, 2025, we issued

1,007,761 shares for aggregate proceeds of approximately $2.7 million pursuant to our ATM facility.

Subsequent to December 31, 2025,

and as of the date of this filing, we have sold 754,925 shares under our ATM facility for proceeds of $0.9 million

Shares issued by us

through our equity line or ATM facilities may result in substantial dilution to the interests of holders of our common stock.

The sale of a substantial number of shares through

our equity line and ATM facilities, or anticipation of such sales, could make it more difficult for us to sell equity or equity-related

securities in the future at a time and at a price that we might otherwise desire.

The number of shares of our common stock issued by us

through our equity line or ATM facilities and sold into the public markets depends on a variety of factors, including market liquidity

of our common stock.

The issuance of shares through our equity line and ATM facilities may cause the trading price of our common stock

The price of our

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cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.

We may not be able to continue our current listing of our common

stock on the Nasdaq Capital Market.

A delisting of our common stock from Nasdaq could limit the liquidity of our stock, increase its volatility

and hinder our ability to raise capital.

We may not be able to continue our current

listing of our common stock on the Nasdaq Capital Market.

A delisting of our common stock from Nasdaq could limit the liquidity of our

stock, increase its volatility and hinder our ability to raise capital.

We may not be able to

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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) (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).

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

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 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).

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.

If our common stock is

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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 1A. Risk Factors