What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-06 compared with 2025-03-05 · 218 added, 322 removed, 645 unchanged (46% of the section changed)

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Changes in Internal Control Over Financial

We remediated a material weakness (as described in our Form 10-K for

the year ended December 31, 2023) during the year ended December 31, 2024.

There were no changes in our internal control over financial reporting

that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting.

Other Information

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Executive officers and directors

During 2024 and until

early July 2025, our board of directors consisted of Jeffrey Thramann, Michael Lawless, Timothy J.

Hanlon, Thomas Birch and Stephen Deitsch.

On July 7, 2025, Michael

Lawless retired from his position as Chief Executive Officer (“CEO”) of the Company and as a member of the board, effective

Lawless’ retirement was not the result of any disagreement on matters relating to the Company’s operations,

policies, or practices.

Also on July 7, 2025, Timothy

Hanlon, Thomas Birch and Stephen Deitsch resigned as independent members of the board and all committees thereof, effective immediately.

Their resignations were not the result of any disagreement on matters relating to the Company’s operations, policies, or practices.

On July 9, 2025, the Company

announced the appointment of Jeffrey Thramann, M.D., as CEO, effective July 7, 2025.

Thramann continues to serve in his current role

as Executive Chairman of the board.

On July 9, 2025, the Company

announced the appointment of Nick Balletta, Emmanuel L.

de Boucaud and Joshua Sroge as independent members of the board.

was appointed to serve as the chairman of the Compensation Committee and as a member of the Audit and Nominating and Governance Committees.

Boucaud has been appointed to serve as the chairman of the Nominating and Governance Committee and as a member of the Audit and Compensation

Sroge has been appointed to serve as the chairman of the Audit Committee and as a member of the Compensation and Nominating

and Governance Committees.

Set forth below are the names, ages and positions of our executive

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Executive Chairman and Director

Michael Lawless

Chief Executive Officer, Secretary & Director

Chief Financial Officer

Peter Shoebridge

Chief Technology Officer

Non-Employee Directors

Stephen Deitsch

Director, Lead Independent Director

Emmanuel de Boucaud

Nick Balletta

Executive officers

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is leveraging MR Spectroscopy, biomarkers, and augmented intelligence algorithms to improve the diagnosis and treatment of chronic low

Michael Lawless,

Chief Executive Officer and Director:

Lawless is a technology startup veteran having held key leadership positions in research

and development, engineering, product development and operations.

Prior to joining the Company in 2012, from 2009 to 2011 he was one of

the founding executives and Chief Operating Officer of Trada, Inc., a company engaged in the business of crowdsourced digital ad campaign

creation and management.

In addition to establishing the business operations and processes for Trada, he was responsible for building

and managing the product team and operating their internet advertising marketplace SaaS product.

He earned a BS in Human Factors Engineering

from the U.S.

Air Force Academy and his master’s degree in Experimental Psychology with an emphasis on Human-Computer Interaction

from The University of Dayton.

Mahoney, Chief Financial Officer:

John Mahoney, Chief Financial Officer:

Mahoney joined the Company as Chief Financial Officer in November 2023.

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He earned his BS in Public Accountancy from Long Island University.

Peter Shoebridge, Chief Technology Officer:

Shoebridge joined the Company in 2013 and has over 35 years of professional experience in the software development industry.

He has been involved with internet related technologies since 1996.

From 2008 to 2012, he was the CEO and co-founder of Blue Yonder Gaming,

Corp., a casino gaming systems and gaming company.

Prior to Blue Yonder he was Vice President of engineering at Sona Mobile, Inc and led

the team that built the first wireless gaming system to receive federal regulatory approval.

He also led the team that built the Sona

Gaming System, a server-based gaming platform.

Shoebridge has worked in many different technology sectors including the real-time

financial industry, casino gaming including bingo systems, accounting and automotive.

He was educated in London, England.

Non-employee directors

Deitsch, Director:

Deitsch has extensive strategic, operational, and financial leadership experience at both

publicly traded and privately held companies.

Nick Balletta, Director.

Since September 2023, Mr.

Deitsch has served as Chief Financial Officer of Paragon 28,

FNA), a leading global orthopedics company.

From April 2017 to August 2019, Mr.

Deitsch served as Senior Vice President

and Chief Financial Officer of BioScrip, Inc.

(formerly Nasdaq:

BIOS) which is now part of Option Care Health, Inc.

From August 2015 to April 2017, Mr.

Deitsch served as Executive Vice President, Chief Financial Officer and Corporate

Secretary of Coalfire, Inc., a leading cyber-security firm.

Deitsch served as the Chief Financial Officer of Biomet Spine,

Bone Healing, and Microfixation from July 2014 to July 2015 and as Vice President Finance, Corporate Controller of Biomet,

from February 2014 to July 2014.

Deitsch was the Chief Financial Officer of Lanx, Inc.

from September 2009 until it

was acquired by Biomet in October 2013.

From 2002 to 2009, Mr.

Deitsch served in various senior financial leadership roles at

Zimmer Holdings, Inc.

(formerly NYSE:

ZMH) and now part of Zimmer Biomet, Inc (NYSE:

Since 2022, Mr.

Deitsch has served as a

director of Aclarion, Inc.

ACON), a healthcare technology company that is leveraging MR Spectroscopy, biomarkers, and

augmented intelligence algorithms to improve the diagnosis and treatment of chronic low back pain.

Deitsch holds a B.S.

Accounting from Ball State University and has an inactive CPA license.

Hanlon is the founder and Chief Executive Officer of the Chicago-based Vertere Group, LLC – a boutique strategic

consulting and advisory firm focused on helping forward-leaning media companies, brands, entrepreneurs, and investors benefit from rapidly

changing technological advances in marketing, media and consumer communications.

Prior to forming Vertere in 2012, Mr.

Hanlon created

and led corporate ventures practices at marketing agency holding companies Publicis Groupe and Interpublic Group, overseeing 70+ early-stage

investments and partnerships – including over two dozen successful M&A and IPO exits – with notable firms such as:

(acquired by ViacomCBS);

Data+Math (LiveRamp);

Clypd (AT&T/Xandr);

Sling Media (Echostar/Dish Network);

Navic Networks (Microsoft);

Brightcove (IPO);

and Visible World (Comcast), among others.

Balletta has served as President of Sea Street Technologies, an automated cybersecurity solution company

that combines firewall capabilities with AI-powered threat intelligence.

In June 2019, Mr.

Balletta co-founded InnovoEdge, a SaaS platform

for universal multi-cloud orchestration, which was acquired by Megaport Ltd in August 2021.

He then served as Executive Vice President

of Global Corporate Development at Megaport from August 2021 to September 2023.

Balletta holds an MBA and a Bachelor of Science in

Marketing from Rutgers University.

We believe Mr.

Balletta is qualified to serve on our board because of his experience as a technology

founder with public company exit experience and his organizational and strategic experience across both startup and public company environments.

Emmanuel de Boucaud,

Boucaud is an investment and technology executive who has served as a Managing Partner at Chisos Capital, a structured

finance firm, since August 2019.

He has also served as the sole proprietor of IsleSail Partners, a boutique capital advisory business,

Boucaud also serves on several boards of directors of privately held companies.

Boucaud holds a bachelor’s degree

in Economics from Occidental College.

We believe Mr.

Boucaud is qualified to serve on our board because of his experiences in technology

ventures, capital financing, investment and corporate development.

Joshua Sroge, Director.

Sroge is an investment professional who has served as the principal of Firestone CFO, a strategic finance and accounting services

firm, since January 2014.

Sroge has also been a Partner at BXE Capital, a digital asset and cryptocurrency investment firm, since

Sroge served as Interim Chief Executive Officer of Banq Inc.

during its bankruptcy filing in 2023;

the case was subsequently

Previously, Mr.

Hanlon was Senior Vice President/Director, Emerging Contacts

for Publicis’ iconic media agency Starcom MediaVest Group, where he was chiefly responsible for pioneering all US client activity

and agency initiatives in the field of emerging media technologies – including the establishment of the firm’s ground-breaking

“TV 2.0 Practice,” centered around evolutionary television platforms.

Hanlon has over 25 years of extensive executive

experience in traditional, digital and “emerging” media & marketing – and his insights into the future of media,

advertising and marketing are regularly seen in major electronic, print and trade press outlets.

Hanlon holds an MBA from the University

of Chicago, Booth Graduate School of Business, and a BA from Georgetown University.

Thomas Birch, Director :

Birch brings over 50 years of on-air, online, media, media research and media brokerage experience.

Since 2005, Mr.

Birch has been

the owner and CEO of Lakes Media LLC, a six-station radio group operating in southern Virginia and northern North Carolina.

since 2018 Mr.

Birch has also been a Director of Media Services Group, one of the nation’s largest brokers of radio stations, television

stations, broadcast towers and other broadcast-related entities.

Birch was the founder and CEO of Birch Research Corporation, a syndicated

radio ratings and market research company.

In 1987, Birch Research was acquired by Dutch publishing conglomerate VNU (now known as Nielsen).

Following the sale, the company merged with VNU subsidiary Scarborough Research and was renamed Birch/Scarborough Research.

served as Chairman and CEO of the merged Birch/Scarborough entity until his departure in 1990.

At its peak, Birch/Scarborough employed

more than 1,200 people nationwide and maintained sales offices in New York, Chicago, Los Angeles, Atlanta, and Dallas and through its

Canadian subsidiary Birch Radio/Canada, had offices in Toronto and Montreal.

Birch was a Partner and Chief Financial Officer of Simmons

Market Research Bureau from 2001 to 2003, where he significantly reduced operating expenses, increased operating profits and refinanced

company debt which enabled the company to avoid bankruptcy and be positioned for acquisition in 2004 by Experian.

From 1990 through 1999,

Birch was owner and CEO of Opus Media Group, a radio group owner with stations operating in Florida, Georgia, Louisiana and Mississippi.

Birch is a member of the National Association of Broadcasters Committee on Local Radio Audience Measurement (COLRAM) and continues

to have a voice in the improvement of audience measurement metrics from Nielsen Audio and other research providers.

Birch is a native

of Binghamton, NY and holds a BS from the School of Industrial and Labor Relations at Cornell University.

Sroge served as the Chief Financial Officer of Binance.US from January 2020 to October 2021, where he also

served as Interim Chief Executive Officer from August 2021 to October 2021.

Sroge currently serves as a Director of the Hedera Foundation,

where he also served as Chief Financial Officer from February 2022 to June 2025.

We believe Mr.

Sroge is qualified to serve on our board

because of his broad executive experience and his expertise in cryptocurrencies and digital assets.

Section 16(a) Beneficial Ownership Reporting

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of reports furnished to us, or written representations from reporting persons, we believe all directors, executive officers, and 10% owners

timely filed all reports regarding transactions in our securities required to be filed to date in 2024.

timely filed all reports regarding transactions in our securities required to be filed in 2025.

Election of Officers

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Thramann is not

independent, the board has appointed Stephen Deitsch to serve as our Lead Independent Director.

independent, the board has appointed Joshua Sroge to serve as our Lead Independent Director.

Risk is inherent with

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Our audit committee is

comprised of Stephen Deitsch, Thomas Birch, and Timothy J.

Hanlon, with Stephen Deitsch as the chairman of our audit committee.

comprised of Joshua Sroge, Emmanuel de Boucaud, and Nick Balletta, with Joshua Sroge as the chairman of our audit committee.

The composition

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our audit committee is financially literate.

In addition, our board of directors has determined that Stephen Deitsch is an “audit

committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act.

This designation

does not impose on Mr.

Deitsch any duties, obligations or liabilities that are greater than are generally imposed on members of our audit

committee and our board of directors.

In addition, our board of directors has determined that Joshua Sroge is an “audit committee

financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act.

This designation does

not impose on Mr.

Sroge any duties, obligations or liabilities that are greater than are generally imposed on members of our audit committee

and our board of directors.

Our audit committee is directly responsible for, among other things:

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Our compensation committee

is comprised of Timothy J.

Hanlon, Thomas Birch, and Stephen Deitsch, with Timothy J.

Hanlon as the chairman of our compensation committee.

is comprised of Nick Balletta, Emmanuel de Boucaud, and Joshua Sroge, with Nick Balletta as the chairman of our compensation committee.

Each member of our compensation committee is a non-employee director, as defined by Rule 16b-3 promulgated under the Exchange Act and

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Our nominating and governance

committee is comprised of Thomas Birch, Stephen Deitsch, and Timothy J.

Hanlon, with Thomas Birch as the chairman of our nominating and

governance committee.

committee is comprised of Emmanuel de Boucaud, Joshua Sroge, and Nick Balletta, with Emmanuel de Boucaud as the chairman of our nominating

and governance committee.

Each member of our nominating and governance committee meets the requirements for independence under the current

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Number of Meetings

The board held a total

of six meetings in 2024.

In 2024, our Audit Committee held five meetings, our Compensation Committee held five meetings, and our Nominating

The board held a total of

eight meetings in 2025.

In 2025, our Audit Committee held four meetings, our Compensation Committee held two meetings, and our Nominating

and Governance Committee held three meetings.

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began serving on our board following our February 2021 IPO.

Our Executive Chairman, Dr.

Thramann, and our President and Chief Executive

Lawless, do not receive compensation for their services as a director.

Our President, Chief Executive Officer and Executive Chairman, Dr.

does not receive compensation for his services as a director.

Our board of directors

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of (i) $25,000 for service on the board (ii) $20,000 for service as the Audit Committee chair, (iii) $10,000 for Compensation Committee

chair, and (iv) $10,000 for Nominating and Governance Committee chair.

All cash payments will be made quarterly in arrears, and pro-rated

for any partial quarters of service.

chair, (iv) $10,000 for Nominating and Governance Committee chair, and (v) $500 per hour for Special Committee member services, if applicable.

All cash payments will be made quarterly in arrears, and pro-rated for any partial quarters of service.

The following Director

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Fees Earned or Paid in Cash

Stock Awards ($)(1)

Option Awards

All Other Compensation

Emmanuel de Boucaud

Nick Balletta

Stephen Deitsch

Relates to cash payment made to directors for tax liability on RSUs.

Includes fees paid for service on our special committee of independent directors.

Executive Compensation

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companies,” as such term is defined in the rules promulgated under the Securities Act.

This section provides

an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during

our fiscal year 2024, and our next two most highly compensated executive officers in respect of their service to our company for fiscal

This section provides an

overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive officer during our

fiscal year 2025, and our next two (if any) most highly compensated executive officers in respect of their service to our company for

fiscal year 2025.

We also provide information for two former executive officers who were not serving as such as of the end of fiscal year

Our named executive officers, or the Named Executive Officers, for the year ended December 31, 2025, are:

Jeffrey Thramann, our Executive Chairman;

Michael Lawless, our Chief Executive Officer;

John Mahoney, our Chief Financial Officer

Jeffrey Thramann, our Executive Chairman and Chief Executive Officer;

Lawless, our former Chief Executive Officer;

Mahoney, our Chief Financial Officer;

Peter Shoebridge, our former Chief Technology Officer

Summary Compensation

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Jeffrey Thramann

Executive Chairman

Executive Chairman and Chief Executive Officer

Michael Lawless

Chief Executive Officer

Former Chief Executive Officer

Chief Financial Officer

In 2024, the compensations committee approved salary increase for Dr.

Peter Shoebridge

Former Chief Technology Officer

In 2025, the compensation committee approved salary increases for Dr.

Thramann from $351,300 to $655,800 and Mr.

Lawless from $260,000 to $304,500.

The “Bonus” column represents discretionary bonuses earned pursuant to our annual incentive bonus program.

Thramann, Mr.

Lawless and Mr.

Mahoney is each eligible to receive a bonus based on the achievement of certain business goals set by our Board on an annual basis.

Mahoney from $275,000 to $300,000.

The “Bonus” column represents discretionary bonuses earned

pursuant to our annual incentive bonus program.

Thramann and Mr.

Mahoney is each eligible to receive a bonus based on the

achievement of certain business goals set by our Board on an annual basis.

The maximum bonus opportunity for each of Messrs.

Thramann, Lawless and Mahoney, expressed as a percentage of their base salary, is 50%.

As of the filing date of this Form 10-K, the Company has not approved or paid any annual cash bonuses for the 2024 year.

and Mahoney, expressed as a percentage of their base salary, is 50%.

As of the filing date of this Form 10-K, the Company has not approved

or paid any annual cash bonuses for the 2025 year.

Represents the grant date fair value of RSU and stock option awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures.

For information regarding assumptions underlying the valuation of equity awards, see Note 6 to our consolidated financial statements included in this Form 10-K.

Mahoney joined the Company in November 2023.

Lawless resigned on July 7, 2025 and was entitled to COBRA benefits included in all other compensation.

Shoebridge resigned on August 29, 2025 and was entitled to separation benefits included in all other compensation.

Outstanding Equity

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Michael Lawless (6)

8/15/2019 (8)

8/11/2021 (9)

9/8/2022 (10)

12/12/2023 (11)

Peter Shoebridge (7)

_______________________

Each equity award is subject to the terms of our 2021 or 2013 Equity Incentive Plan.

All RSUs are settled, and shares delivered on the vesting date.

Accordingly, there are no vested RSUs that remain outstanding.

Based on the closing price of a share of the Company’s common stock on the Nasdaq Capital Market of $0.5099 on December 31, 2024.

Represents RSU awards that vest 50% on February 16, 2022, 25% on February 16, 2023, and 25% on February 16, 2024.

Represents RSU awards that vest 33% on February 16, 2023, 33% on February 16, 2024, and 34% on February 16, 2025.

Represents RSU awards that vest 100% on February 16, 2023.

2024 grant represents option awards that are fully vested upon grant.

2019 grant represents option awards that vest 50% on August 15, 2019, grant date.

The remaining portion of the option vests equally over 48 months.

2021 grant represents option awards that vest 50% on August 12, 2022, 25% on February 16, 2023, and 25% on February 16, 2024.

2022 grant represents option awards that vest 50% on the September 8, 2022, grant date.

The remaining portion of the option vests in two equal installments on February 16, 2023, and February 16, 2024.

2025 grant represents option awards that are fully vested upon grant.

2023 option awards represent two grants:

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The second grant of 7,700 options vest 50% on November 27 2025, 25% on November 27, 2026 and 25% on November 27, 2027

2025 grant represents option awards that are fully vested upon grant.

Lawless retired on July 7, 2025 and all equity grants expired.

Shoebridge resigned on August 29, 2025 and all equity grants expired.

Employment Arrangement with Dr.

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Dr Thramann from $300,000 to $351,300, with an effective date of July 1, 2024.

On July 9, 2025, the Company announced the appointment

of Jeffrey Thramann, M.D., as CEO, effective July 7, 2025.

Thramann will continue to serve in his current role as Executive Chairman

of the Board.

On September 11, 2025, the Company entered into

an employment agreement with Mr.

The employment agreement is effective as of July 1, 2025.

Under the terms of the Employment Agreement, for

serving as the Company’s CEO and also Executive Chairman, Mr.

Thramann will receive an annual base salary, subject to annual adjustments

as determined by the board or compensation committee, equal to $655,800.

He will also be eligible for an annual bonus of up to 50% of

his base salary as determined at the sole discretion of the board or the compensation committee.

In addition, the Employment Agreement

provides that the executive will be eligible to participate in the Company’s standard incentive and welfare benefit plans and programs.

Under the Employment Agreement, if the Company terminates the executive without cause or the executive terminates for good reason, the

executive is entitled to receive (i) nine months of base salary, (ii) nine months of paid health insurance under COBRA, and (iii) any

earned but unpaid bonus for a prior completed fiscal year.

The Employment Agreement includes typical non-competition and non-solicitation

provisions that the executive must comply with for a period of twelve months after termination of employment with the Company

Employment Agreement with Mr.

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Lawless from $260,000 to $304,500, with an effective date of July 1, 2024.

If the Company terminates Mr.

employment without cause or Mr.

Lawless terminates for good reason, he is entitled to receive nine months of base salary, (ii) up to nine

months of paid health insurance under COBRA, and (iii) any earned but unpaid bonus for a prior completed fiscal year.

In addition, in

the event of a change of control and a subsequent termination of Mr.

Lawless’ employment without cause, the Company will accelerate

the vesting of all of unvested stock options as of the later of the effective date of the change in control and the last day of service.

On July 7, 2025, Michael Lawless provided notice to the Board of Directors

(the “Board”) of Auddia Inc.

(the “Company”) of his decision to retire from his position as Chief Executive Officer

(“CEO”) of the Company and as a member of the Board, effective immediately.

Lawless’ retirement was not the result

of any disagreement on matters relating to the Company’s operations, policies, or practices.

Employment Agreement with Mr.

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Mahoney, expressed as a percentage of base salary, is 50%.

The compensation committee approved a salary increase

Mahoney from $275,000 to $300,000, with an effective date of January 1, 2025.

If the Company terminates Mr.

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Shoebridge from $225,000 to $263,500, with an effective date of July 1, 2024.

If the Company terminates Mr.

employment without cause or Mr.

Shoebridge terminates for good reason, he is entitled to receive nine months of base salary, (ii) up to

nine months of paid health insurance under COBRA, and (iii) any earned but unpaid bonus for a prior completed fiscal year.

in the event of a change of control and a subsequent termination of Mr.

Shoebridge’s employment without cause, the Company will

accelerate the vesting of all of unvested stock options as of the later of the effective date of the change in control and the last day

On August 25, 2025, the Company announced the

resignation of Peter Shoebridge, who served as the Company’s Chief Technology Officer.

The terms of Mr.

Shoebridge’s resignation

are described in the Company’s Current Report on Form 8-K filed on August 29, 2025, which is incorporated herein by reference.

connection with his resignation, Mr.

Shoebridge became entitled to receive the severance benefits provided under his employment agreement,

including salary continuation and other customary separation-related benefits, as further described in the Form 8-K.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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5% Stockholders:

Jeffrey Thramann (1)

Executive Officers and Directors:

Jeffrey Thramann (1)

Michael Lawless (3)

Peter Shoebridge

Stephen Deitsch (5)

Thomas Birch (5)

All directors and executive officers as a group (7 persons)

Joshua Sroge (4)

Emmanuel de Boucaud (5)

Nick Balletta (6)

All current directors and executive officers as a group (5 persons)

________________

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Thramann is also the director of the Company.

Includes (i) 79,148 shares of common stock, (ii) 38,760 shares of common stock underlying Series A warrants and (iii) 500,000 shares of

common stock underlying stock options exercisable within 60 days of March 4, 2025.

Includes (i) 741 shares of common stock, and (ii) 20,541 shares of common stock underlying stock options exercisable within 60 days of March 4, 2025.

Does not include 15,950 of unvested option granted under Mr.

Mahoney’s employment agreement.

Includes vested options granted under our equity incentive plans.

Includes 2,563 shares of common stock.

Includes 1,282 shares of common stock.

Includes (i) 2,356 shares of common stock, (ii) 53,196 shares of common stock underlying stock options exercisable within 60 days of the

date of this table.

Includes 8,867 shares of common stock underlying stock options exercisable within 60 days of the date of this table.

Includes 44 shares of

common stock.

Excludes 41,623 shares

of common stock underlying stock options that are not exercisable within 60 days of the date of this table.

Excludes 41,623 shares

of common stock underlying stock options that are not exercisable within 60 days of the date of this table.

Excludes 41,623 shares

of common stock underlying stock options that are not exercisable within 60 days of the date of this table.

Securities Authorized for Issuance under Equity Compensation Plans

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_______________

Consists of stock options granted under the Clip Interactive, LLC 2013 Equity Incentive Plan, as amended and the Auddia Inc.

Consists of stock options granted under the Clip Interactive, LLC 2013 Equity

Incentive Plan, as amended and the Auddia Inc.

2020 Equity Incentive Plan, as amended.

We ceased granting awards under the 2013 Plan upon the implementation of the 2020 Plan described below.

We ceased granting awards under the 2013 Plan upon

the implementation of the 2020 Plan described below.

Consists of stock options granted under Inducement stock option plans.

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became effective upon the completion of the IPO in February 2021 and serves as the successor equity incentive plan to the 2013 Plan.

The Company’s 2020 Equity Incentive Plan,

which became effective upon the completion of the IPO in February 2021, serves as the successor equity incentive plan to the 2013 Plan.

The 2020 Plan currently has an aggregate of 1,488,107 shares of common stock authorized for issuance, after giving effect to the “evergreen”

increase of 338,071 shares as of January 1, 2025.

There are an additional 3,851 shares that expired under the 2013 Equity Incentive Plan

that have been added as reserve shares, “Returning Shares” under the 2020 Equity Incentive Plan.

The Company’s 2020 Equity Incentive Plan, which became effective

upon the completion of the IPO in February 2021, serves as the successor equity incentive plan to the 2013 Plan.

The 2020 Plan currently

has an aggregate of 292,857 shares of common stock authorized for issuance, after giving effect to the “evergreen” increase

of 155,071 shares as of January 1, 2026.

There are an additional 527 shares that expired under the 2013 Equity Incentive Plan that have

been added as reserve shares, “Returning Shares” under the 2020 Equity Incentive Plan.

Certain Relationships and Related Party Transactions and Director Independence

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Compensation” and “Executive Compensation.”

On April 17, 2023, we entered into an additional

Secured Bridge Note (“New Note”) financing with Mr.

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

The New Note was issued with a principal amount of $825,000, 10% interest rate and a maturity date on July 31, 2023.

The New Note is secured

by a lien on substantially all of our assets.

At maturity of the New Note, Mr.

Minicozzi, has the option to convert any original issue

discount and accrued but unpaid interest into shares of our common stock at a fixed conversion price of $52.50 per share.

In connection with the New Note financing, we

issued 26,000 common stock warrants to Mr.

Minicozzi with a five-year term and a fixed $52.50 per share exercise price, from which 13,000

of these common stock warrants are exercisable immediately.

The remaining 13,000 common stock warrants would only become exercisable if

the maturity date of the New Note is extended in accordance with the terms of the New Note.

As of July 31, 2023, we extended the maturity

date of the New Note to November 30, 2023.

Upon the July 31, 2023 extension, the interest rate on the New Note increased to 20% from 10%,

and the remaining portion of the 13,000 common stock warrants became exercisable.

Further, in connection with the New Note financing,

we agreed with Mr.

Minicozzi to make certain amendments to the Prior Note financing.

Specifically, we agreed with Mr.

Minicozzi to cancel

the 12,000 common stock warrants issued as part of the prior financing and, in lieu of the cancelled warrants, we issued to Mr.

common stock warrants for 24,000 common shares with an exercise price of $52.50 per common share and a five-year term.

From the newly

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

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

On April 9, 2024, the Company and Mr.

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

The Company agreed to

pay $2.75 million in cash to Mr.

Minicozzi 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 Secured Bridge Notes.

Effective April 9, 2024,

the Investor 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) 463,337 prefunded common stock warrants with a per share exercise price of $0.001 per share (the “Prefunded

Warrants”) and (ii) 463,337 non-prefunded warrants (the “Non-Prefunded Warrants”) with an initial per share exercise

price equal to $1.967.

The per share price has been adjusted to $0.4930.

The number of Prefunded

Warrants was determined by dividing the Rollover Amount by $1.967.

The number of Non-Prefunded Warrants is equal to the number of Prefunded

Warrants (i.e.

100% warrant coverage).

The Non-Prefunded Warrants have a price adjustment provision which will adjust the exercise price

downward in the event that the Company issues equity securities in the future at an effective per share price below the then current exercise

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.

The Company issued to

Minicozzi 50,000 new common stock warrants with a five-year term as a loan extension fee (“Fee Warrants”).

exercise price of these additional Fee Warrants was initially $1.967.

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 per share price has been adjusted to $0.4930.

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 Secured Bridge Notes and a change

in the fair value of warrants of $632,388, which is included in other expense in the accompanying statements of operations.

were classified as equity as they were indexed to the Company’s shares in accordance with ASC 815-40.

The Company agreed to

adjust the exercise price of Mr.

Minicozzi’s Existing Warrants from $15.25 (after adjustment for the recent reverse stock)

to $1.967 per share, and further to $0.4930.

Minicozzi will not

be able to receive shares upon exercise of any of the foregoing securities, unless prior stockholder approval is obtained, if (i) the

number of shares to be issued would exceed 20% of the Company’s outstanding number of shares at a discount to the applicable Nasdaq

Minimum Price or (ii) the number of shares to be issued would result in in a Change of Control within the meaning of Nasdaq Rule 5635(b).

On February 17, 2026, Auddia,

acting upon the recommendation of its special committee of independent directors, entered into a definitive merger agreement providing

for a business combination between Auddia 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.

See “Business -- Recent Developments -- Proposed Business Combination.”

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.

Principal Accountant Fees and Services

15 unchanged sentences

All other fees are comprised of expenses related to work performed on potential

acquisition targets and equity-related financing filings.

Prior to the selection of Haynie as the Company’s

independent auditor in 2023, Dazkal Bolton LLP, an independent registered public accounting firm, served as the Company’s independent

Audit fees, which consisted of the Q1 and Q2 2023 review of our interim financial statements, totaled $58,000.

merger and acquisition targets and equity-related financing filings.

Audit Committee Pre-approval Policy and

12 unchanged sentences

Financial Statements

For a list of the financial

statements included herein, see Index to the Financial Statements on page 38 of this Annual Report, incorporated into this Item by reference.

For a list of the

financial statements included herein, see Index to the Financial Statements on page 40 of this Annual Report,

incorporated into this Item by reference.

Statement Schedules

10 unchanged sentences

and Ascendiant Capital Markets, LLC.

Agreement and Plan of Merger, dated as of February 17, by and among New Holdco, Inc., Auddia Merger Sub, Inc., Thramann Merger Sub LC, Auddia Inc.

and Thramann Holdings, LLC

Form of Plan of Conversion

Certificate of Incorporation of the Company

Certificate of Designation of Series A Preferred Stock filed November 13, 2023

Certificate of Amendment to the Certificate of Incorporation of the Company dated February 23, 2024

Certificate of Amendment to the Certificate of Incorporation of the Company dated March 27, 2025

Series B Convertible Preferred Stock Certificate of Designations dated April 23, 2024

Series C Convertible Preferred Stock Certificate of Designations dated June 30, 2025

Bylaws of the Company

1 unchanged sentence

Form of Warrant after Conversion from an LLC to a Corporation

Form of IPO Series A Warrant

Form of Common Stock Certificate

1 unchanged sentence

Description of Securities

Form of Merger Holding Company Senior Note

Form of Auddia Inc.

1 unchanged sentence

Agreement with Major United States Broadcast Company

Form of IPO Series A Warrant Agent Agreement

First Amendment to 2020 Equity Incentive Plan

Description of Document

Incorporated by reference from

Second Amendment to 2020 Equity Incentive Plan

6 unchanged sentences

Executive Officer Employment Agreement for Peter Shoebridge dated October 13, 2021

Description of Document

Incorporated by reference from

Secured Promissory Bridge Note dated November 14, 2022

Common Stock Warrant dated November 14, 2022

Security Agreement dated November 14, 2022

Secured Promissory Bridge Note dated November 14, 2022

Common Stock Warrant dated November 14, 2022

Security Agreement dated November 14, 2022

Secured Promissory Bridge Note dated April 17, 2023

Common Stock Warrant for 600,000 shares dated April 17, 2023

Common Stock Warrant for 650,000 shares dated April 17, 2023

Form of 2023 Placement Agency Agreement

Form of Securities Purchase Agreement dated June 13, 2023 between Auddia Inc.

and the Investors named therein

Employment Agreement, effective as of November 27, 2023, between Auddia Inc.

Series A Preferred Securities Purchase Agreement dated November 11, 2023 between Auddia Inc.

and Jeffrey Thramann

Amendment and Waiver dated April 9, 2024 Relating to Senior Secured Bridge Notes

Form of Securities Purchase Agreement dated April 23, 2024

Form of Common Stock Warrant dated April 23, 2024

2 unchanged sentences

Registration Rights Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.

Description of Document

Incorporated by reference from

Form of Securities Purchase Agreement dated June 30, 2025

Form of Common Stock Warrant dated June 30, 2025

Form of Registration Rights Agreement dated June 30, 2025

Amendment 1, dated July 30, 2025, to Equity Line Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.

Form of Exchange Agreement dated August 5, 2025

Employment Agreement, effective as of July 1, 2025, between Auddia Inc.

and Jeffrey Thramann

Form of Merger Support Agreement

Form of Merger Lock-Up Agreement

Insider Trading Policy

21 unchanged sentences

the undersigned, thereunto duly authorized.

/s/ Michael Lawless

Michael Lawless

/s/ Jeffrey Thramann

Jeffrey Thramann

President, Chief Executive Officer and Director

4 unchanged sentences

KNOW ALL PERSONS BY THESE

PRESENTS, that each person whose individual signature appears below hereby authorizes and appoints each of Michael Lawless and John Mahoney,

PRESENTS, that each person whose individual signature appears below hereby authorizes and appoints each of Jeffrey Thramann and John Mahoney,

with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact

7 unchanged sentences

and in the capacities indicated on the 6th day of March 2026.

/s/ Jeffery Thamann, M.D.

Executive Chairman and Director

/s/ Jeffrey Thramann, M.D.

President and Chief Executive Officer, Executive Chairman and Director

Jeffrey Thramann, M.D.

/s/ Michael Lawless

President, Chief Executive Officer and Director

Michael Lawless

(Principal Executive Officer)

2 unchanged sentences

(Principal Financial and Accounting Officer)

/s/ Stephen Deitsch

Stephen Deitsch

/s/ Timothy Hanlon

Timothy Hanlon

/s/ Thomas Birch

/s/ Joshua Sroge

/s/ Emmanuel de Boucaud

Emmanuel de Boucaud

/s/ Nick Balletta

Nick Balletta

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 9A. Controls and Procedures