AUDDIA INC. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we are required to perform an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Exchange Act, as of December 31, 2025. Management has completed such evaluation and has concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is appropriate to allow timely decisions regarding required disclosures. Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Based on our evaluation under the framework in Internal Control - Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2025. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K under the Securities Act. For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not smaller reporting companies. Additionally, this Report does not contain an attestation report of our registered public accounting firm regarding internal control over financial reporting since the Company, as a smaller reporting company and non-accelerated filer, is not required to provide such report. 42 Changes in Internal Control Over Financial Reporting 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. Item 9B. Other Information During the period ended December 31, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 43 PART III Item 10. Directors, Executive Officers, and Corporate Governance 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 immediately. Mr. 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 J. 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. Dr. 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. Mr. Balletta was appointed to serve as the chairman of the Compensation Committee and as a member of the Audit and Nominating and Governance Committees. Mr. Boucaud has been appointed to serve as the chairman of the Nominating and Governance Committee and as a member of the Audit and Compensation Committees. Mr. 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 officers and directors as of March 4, 2026. Name Age Position(s) held Served as a Director and/or Officer Since Executive Officers Jeffrey Thramann, M.D. 61 Executive Chairman and Director 2012 John Mahoney 60 Chief Financial Officer 2023 Non-Employee Directors Joshua Sroge 57 Director, Lead Independent Director 2025 Emmanuel de Boucaud 59 Director 2025 Nick Balletta 61 Director 2025 44 Executive officers Jeffrey Thramann, Executive Chairman. Dr. Thramann founded the Company in 2012 and oversees strategic initiatives, capitalization and governance at the Company. This includes day-to-day involvement in working with senior management to establish the strategic vision of the Company, prioritizing product launches, working with the CEO and CFO on the financial plans of the Company, and assisting the CEO in recruitment and hiring of senior executives and the pursuit of business development activities. It also includes leading efforts to secure capital for the Company, building the board of directors and leading board meetings. In 2002, Dr. Thramann was the founder and became the chairman of Lanx, LLC. Lanx was an innovative medical device company focused on the spinal implant market and created the interspinous process fusion space with the introduction of its patented Aspen product. Lanx was sold to Biomet, Inc., an international orthopedic conglomerate, in 2013. Concurrent with Lanx, in 2006 Dr. Thramann was also the founder and chairman of ProNerve, LLC. ProNerve was a healthcare services company that provided monitoring of nerve function during high risk surgical procedures affecting the brain and spinal cord. ProNerve was sold to Waud Capital Partners, a private equity firm, in 2012. Prior to ProNerve and concurrent with Lanx, Dr. Thramann was the founder and chairman of U.S. Radiosurgery (USR). USR is a healthcare services company that provides advanced radiosurgical treatments for tumors throughout the body. USR became the largest provider of robotic guided CyberKnife treatments of such tumors in the U.S. and was sold to Alliance Healthcare Services (Nasdaq; AIQ) in 2011. From 2001 through 2008, Thramann was the founder and senior partner of Boulder Neurosurgical Associates, a neurosurgical practice serving Boulder County, Colorado. Dr. Thramann is the named inventor on over 50 U.S. and international issued and pending patents. He completed his neurosurgical residency and complex spinal reconstruction fellowship at the Barrow Neurological Institute in Phoenix, AZ, in 2001. He is a graduate of Cornell University Medical College in New York City and earned a BS in electrical engineering management at the U. S. Military Academy in West Point, NY. Dr. Thramann currently serves as the Executive Chairman of Aclarion, Inc. (NASDAQ: 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. John Mahoney, Chief Financial Officer: Mr. Mahoney joined the Company as Chief Financial Officer in November 2023. He brings over twenty years of finance and operational experience in the services industry with both publicly traded and privately held companies. From 2019 to 2023, he served as Chief Financial Officer at Quality Biomedical, Inc., a private equity backed and leading service provider in the Home Medical Equipment industry. From 2014 to 2019, Mr. Mahoney served as Principal and Chief Financial Officer at CFO Leadership Services, LLC, a fractional CFO service company. From 2005 to 2014, Mr. Mahoney served Vice President and Chief Financial Officer at TASQ Technology, Inc., a wholly owned subsidiary of First Data Corporation, who merged with Fiserv. a leading global credit card processing services company. Mr. Mahoney is a certified public accountant. He earned his BS in Public Accountancy from Long Island University. Non-employee directors Nick Balletta, Director. Since September 2023, Mr. 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. Mr. 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, Director. Mr. 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, since 2017. Mr. Boucaud also serves on several boards of directors of privately held companies. Mr. 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. Mr. Sroge is an investment professional who has served as the principal of Firestone CFO, a strategic finance and accounting services firm, since January 2014. Mr. Sroge has also been a Partner at BXE Capital, a digital asset and cryptocurrency investment firm, since May 2020. Mr. Sroge served as Interim Chief Executive Officer of Banq Inc. during its bankruptcy filing in 2023; the case was subsequently dismissed. Previously, Mr. 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. Mr. 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. 45 Section 16(a) Beneficial Ownership Reporting Compliance Following our IPO, Section 16(a) of the Exchange Act requires our directors, executive officers, and persons holding more than 10% of our common stock to report their initial ownership of the common stock and other equity securities and any changes in that ownership in reports that must be filed with the SEC. The SEC has designated specific deadlines for these reports, and we must identify in our Annual Report on Form 10-K those persons who did not file these reports when due. Based solely on a review 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 in 2025. Election of Officers Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers. Composition of the Board of Directors Our board of directors currently consists of five members. Three of our directors are independent within the meaning of the independent director guidelines of the Nasdaq Stock Market. Each director’s term continues until the election and qualification of his successor, or his earlier death, resignation or removal. Our restated certificate of incorporation and restated bylaws authorize only our board of directors to fill vacancies on our board of directors. Board Leadership Structure and Role in Risk Oversight Our corporate governance guidelines provide that unless the board chair is an independent director, the board shall appoint a Lead Independent Director. The Lead Independent Director chairs the executive sessions of the independent directors, coordinates the activities of the other independent directors and performs such other duties as deemed necessary by the board from time to time. Because our Executive Chairman Dr. Thramann is not independent, the board has appointed Joshua Sroge to serve as our Lead Independent Director. Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of risks we face, while the board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the board has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. To do this, the board meets regularly with management to discuss strategy and the risks we face. In addition, the Audit Committee regularly monitors our enterprise risk, including financial risks, through reports from management. Senior management attends the board meetings and is available to address any questions or concerns raised by the board on risk management and any other matters. The Lead Independent Director and the independent board members work together to provide strong, independent oversight of our management and affairs through the board’s standing committees and, when necessary, executive sessions of the independent directors. 46 Director Independence Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors within a specified period following the completion of its IPO. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his capacity as a member of the audit committee, the board of directors or any other board committee: (i) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries; or (ii) be an affiliated person of the listed company or any of its subsidiaries. We currently satisfy the audit committee independence requirements of Rule 10A-3. Additionally, compensation committee members must not have a relationship with us that is material to the director’s ability to be independent from management in connection with the duties of a compensation committee member. Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that all of our directors, except for Jeffrey Thramann and Michael Lawless, are “independent directors” as defined under the applicable rules and regulations of the Securities and Exchange Commission, or SEC, and the listing requirements and rules of Nasdaq. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. Committees of the Board of Directors Our board of directors has an audit committee, a compensation committee and a nominating and governance committee, each of which have the composition and responsibilities described below. Each of the below committees has a written charter approved by our board of directors. Copies of each charter are posted on the investor relations section of our website. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. Audit Committee Our audit committee is comprised of Joshua Sroge, Emmanuel de Boucaud, and Nick Balletta, with Joshua Sroge as the chairman of our audit committee. The composition of our audit committee meets the requirements for independence under the current Nasdaq and SEC rules and regulations. Each member of our audit committee is financially literate. 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: · selecting and hiring our independent registered public accounting firm; · the qualifications, independence and performance of our registered public accounting firm; · the preparation of the audit committee report to be included in our annual proxy statement; · our compliance with legal and regulatory requirements; · our accounting and financial reporting processes, including our financial statement audits and the integrity of our financial statements; and · reviewing and approving related-person transactions. 47 Compensation Committee 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 meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. Our compensation committee is responsible for, among other things: · evaluating, recommending, approving and reviewing executive officer compensation arrangements, plans, policies and programs; · evaluating and recommending non-employee director compensation arrangements for determination by our board of directors; · administering our cash-based and equity-based compensation plans; and · overseeing our compliance with regulatory requirements associated with the compensation of directors, officers and employees. Nominating and Governance Committee Our nominating and governance 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 Nasdaq listing standards. Our nominating and governance committee is responsible for, among other things: · identifying, considering and recommending candidates for membership on our board of directors; · overseeing the process of evaluating the performance of our board of directors; and · advising our board of directors on other corporate governance matters. Consideration of Director Nominees Director Qualifications There are no specific minimum qualifications that the Board requires to be met by a director nominee recommended for a position on our board, nor are there any specific qualities or skills that are necessary for one or more members of our board to possess, other than as are necessary to meet the requirements of the rules and regulations applicable to us. The Nominating and Governance Committee considers a potential director candidate’s experience, areas of expertise and other factors relative to the overall composition of our board and its committees, including the following characteristics: experience, judgment, commitment (including having sufficient time to devote to the Company), skills, diversity and expertise appropriate for the Company. In assessing potential directors, the Nominating and Governance Committee may consider the current needs of the board and the Company to maintain a balance of knowledge, experience and capability in various areas. Stockholder Nominations In accordance with our bylaws, a stockholder wishing to nominate a director for election at an annual meeting of stockholders must timely submit a written proposal of nomination to us at our executive offices. To be timely, a written proposal of nomination for an annual meeting of stockholders must be received at least 90 calendar days but no more than 120 calendar days before the first anniversary of the date on which we held our annual meeting of stockholders in the immediately preceding year; provided , however , that in the event that the date of the annual meeting is advanced or delayed more than 30 calendar days from the anniversary of the annual meeting of stockholders in the immediately preceding year, the written proposal must be received: (i) at least 90 calendar days but no more than 120 calendar days prior to the date of the annual meeting; or (ii) no more than 10 days after the date we first publicly announce the date of the annual meeting. 48 Each written proposal for a nominee must contain: (1) the name, age, business address and residence address of such nominee, (2) the principal occupation or employment of such nominee, (3) the class and number of shares of each class of capital stock of the Company which are owned of record and beneficially by such nominee, (4) the date or dates on which such shares were acquired and the investment intent of such acquisition, (5) a statement whether such nominee, if elected, intends to tender, promptly following such person’s failure to receive the required vote for election or reelection at the next meeting at which such person would face election or re-election, an irrevocable resignation effective upon acceptance of such resignation by the board, and (6) such other information concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of such nominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the 1934 Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named as a nominee and to serving as a director if elected). A stockholder interested in submitting a nominee for election to the board should refer to our bylaws for additional requirements. Upon receipt of a written proposal of nomination meeting these requirements, the Nominating and Governance Committee of the Board will evaluate the nominee in accordance with its charter and the characteristics listed above. Evaluating Nominees for Director Our Nominating and Corporate Governance Committee considers director candidates that are suggested by members of the committee, other members of our Board, members of management, advisors and our stockholders who submit recommendations in accordance with the requirements set forth in our Bylaws, as described above. Our Board has in the past engaged a third-party search firm to identify potential candidates for consideration by the Nominating and Governance Committee and election to our Board. The Nominating and Corporate Governance Committee may, in the future, retain third-party search firms to identify Board candidates on terms and conditions acceptable to the Nominating and Corporate Governance Committee to assist in the process of identifying or evaluating director candidates. The Nominating and Corporate Governance Committee evaluates all nominees for director using the same approach whether they are recommended by stockholders or other sources. The Nominating and Corporate Governance Committee reviews candidates for director nominees in the context of the current composition of our Board and committees, the operating requirements of the Company and the long-term interests of our stockholders. In conducting this assessment, the Nominating and Corporate Governance Committee considers the director nominee’s qualifications, diversity, skills and such other factors as it deems appropriate given the current needs of the Board, the committees and the Company, to maintain a balance of knowledge, experience, diversity and capability. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews such directors’ overall service to the Board, the committees and the Company during their term, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair such directors’ independence. In the case of new director candidates, the Nominating and Corporate Governance Committee will also determine whether the nominee must be independent for Nasdaq purposes, which determination will be based upon applicable Nasdaq listing standards and applicable SEC rules and regulations. Although we do not have a formal diversity policy, when considering diversity in evaluating director nominees, the Nominating and Corporate Governance Committee focuses on whether the nominees can contribute varied perspectives, skills, experiences and expertise to the Board. The Nominating and Corporate Governance Committee will evaluate the proposed director’s candidacy, including proposed candidates recommended by stockholders, and recommend whether the Board should nominate the proposed director candidate for election by our stockholders. Stockholder Communications with the Board Any stockholder or interested party who desires to contact our board, or specific members of our board, may do so electronically by sending an email to our CFO at the following address: jmahoney@auddia.com. Alternatively, a stockholder may contact our board, or specific members of our board, by writing to: Auddia Inc., 1680 38 th Steet, Suite 130, Boulder, Colorado 80301, Attn: CFO. All such communications will be initially received and processed by the office of our CFO. Communications concerning accounting, audit, internal accounting controls and other financial matters will be referred to the Chair of the Audit Committee. Other matters will be referred to the board, the non-employee directors or individual directors, as appropriate. 49 The board has instructed the CFO to review all communications so received and to exercise his discretion not to forward to the board correspondence that is inappropriate such as business solicitations, frivolous communications and advertising, routine business matters and personal grievances. However, any director may at any time request the CFO to forward any and all communications received by the CFO but not forwarded to the directors. Compensation Committee Interlocks and Insider Participation None of the current members of our compensation committee has at any time been one of our officers or employees. None of our executive officers has served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation committee during the year ended December 31, 2025. Code of Business Conduct and Ethics Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer and other executive and senior officers. The full text of our code of business conduct and ethics is posted on the investor relations section of our website. The reference to our website address in this Annual Report on Form 10-K does not include or incorporate by reference the information on our website into this Annual Report on Form 10-K. We intend to disclose future amendments to certain provisions of our code of business conduct and ethics, or waivers of these provisions, on our website or in public filings to the extent required by the applicable rules. Policy on Trading, Pledging and Hedging of Company Stock Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in Company securities. Our insider trading policy expressly prohibits derivative transactions of our stock by our executive officers and directors. Rule 10b5-1 Sales Plans Our policy governing transactions in our securities by directors, officers, and employees permits our officers, directors, and certain other persons to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. Generally, under these trading plans, the individual relinquishes control over the transactions once the trading plan is put into place and can only put such plans into place while the individual is not in possession of material non-public information. Accordingly, sales under these plans may occur at any time, including possibly before, simultaneously with, or immediately after significant events involving our company. During 2025, none of our directors or executive officers had a Rule 10b5-1 trading plan in effect. Compensation Clawback Policy The Company established a policy regarding the recoupment of certain performance-based compensation payments (“Clawback Policy”), which became effective as of December 1, 2023. This policy is included as Exhibit 97 to this Annual Report. The Audit Committee of the Company determined that no performance-based compensation (or the vesting of such compensation) within the prior three years was based upon the achievement of financial results, as reported in a Form 10-Q, Form 10-K or other report filed with the Securities and Exchange Commission (“SEC”), and therefore had no obligation, pursuant to the Company’s Clawback Policy, to recover erroneously paid or awarded compensation. 50 Number of Meetings 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. Each director attended at least 75% of the aggregate of the total number of meetings of the board and the board committees on which he served. Board Member Attendance at Annual Stockholder Meetings Although we do not have a formal policy regarding director attendance at annual stockholder meetings, directors are encouraged to attend these annual meetings absent extenuating circumstances. Non-Employee Director Compensation Our non-employee directors began serving on our board following our February 2021 IPO. Our President, Chief Executive Officer and Executive Chairman, Dr. Thramann, does not receive compensation for his services as a director. Our board of directors approved the following compensation for our non-employee directors in 2025. Our non-employee directors will receive annual cash compensation 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, (iv) $10,000 for Nominating and Governance Committee chair, and (v) $500 per hour for Special Committee member services, if applicable. All cash payments will be made quarterly in arrears, and pro-rated for any partial quarters of service. The following Director Compensation Table summarizes the compensation of each of our non-employee directors for services rendered to us during the year ended December 31, 2025: Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1) Option Awards ($) All Other Compensation ($)(1) Total ($) Joshua Sroge 21,522 – 41,623 – 63,144 Emmanuel de Boucaud 38,989 (2) – 41,623 – 80,612 Nick Balletta 38,239 (2) – 41,623 – 79,862 Stephen Deitsch 23,356 – – 140 23,496 Timothy J. Hanlon 18,166 – – 140 18,306 Thomas Birch 18,166 – – 140 18,306 (1) Relates to cash payment made to directors for tax liability on RSUs. (2) Includes fees paid for service on our special committee of independent directors. Item 11. Executive Compensation Executive Compensation Overview As an “emerging growth company,” we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting 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 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 2025. Our named executive officers, or the Named Executive Officers, for the year ended December 31, 2025, are: · Jeffrey Thramann, our Executive Chairman and Chief Executive Officer; · Michael Lawless, our former Chief Executive Officer; · John Mahoney, our Chief Financial Officer; and · Peter Shoebridge, our former Chief Technology Officer 51 Summary Compensation Table Year Ended December 31, 2025 The following table contains information about the compensation paid to or earned by each of our Named Executive Officers during the two most recently completed fiscal years. Name and Principal Position Year Salary ($)(1) Bonus ($)(2) Stock Awards ($)(3) Option Awards ($)(3) All Other Compensation ($) Total ($) Jeffrey Thramann 2025 505,570 -0- -0- 46,139 -0- 551,709 Executive Chairman and Chief Executive Officer 2024 317,100 -0- -0- 211,000 -0- 528,100 Michael Lawless 2025 (4) 158,017 -0- -0- -0- 5,475 163,492 Former Chief Executive Officer 2024 274,833 -0- -0- -0- -0- 274,833 John Mahoney 2025 300,000 -0- -0- 16,135 -0- 316,135 Chief Financial Officer 2024 275,000 -0- -0- -0- -0- 275,000 Peter Shoebridge 2025 (5) 175,667 -0- -0- -0- 204,764 380,431 Former Chief Technology Officer 2024 244,250 -0- -0- -0- -0- 244,250 (1) In 2025, the compensation committee approved salary increases for Dr. Thramann from $351,300 to $655,800 and Mr. Mahoney from $275,000 to $300,000. (2) The “Bonus” column represents discretionary bonuses earned pursuant to our annual incentive bonus program. Each of Dr. Thramann and Mr. Mahoney is each eligible to receive a bonus based on the achievement of certain business goals set by our Board on an annual basis. The maximum bonus opportunity for each of Messrs. Thramann and Mahoney, expressed as a percentage of their base salary, is 50%. As of the filing date of this Form 10-K, the Company has not approved or paid any annual cash bonuses for the 2025 year. (3) Represents the grant date fair value of RSU and stock option awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For information regarding assumptions underlying the valuation of equity awards, see Note 6 to our consolidated financial statements included in this Form 10-K. (4) Mr. Lawless resigned on July 7, 2025 and was entitled to COBRA benefits included in all other compensation. (5) Mr. Shoebridge resigned on August 29, 2025 and was entitled to separation benefits included in all other compensation. 52 Outstanding Equity Awards at December 31, 2025 The following table sets forth information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025. Option Awards (1) Stock Awards (1) Name Grant Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units That Have Not Vested ($) Dr. Jeffrey Thramann 12/31/2024 (2) 29,413 – $8.67 12/31/2034 – – 9/10/2025 (3) 23,783 – $1.94 9/10/2035 – – John Mahoney 12/12/2023 (4) 18,700 – $106.25 12/12/2033 – – 9/10/2025 (5) 8,317 – $1.94 9/10/2035 – – Michael Lawless (6) – – – – – – Peter Shoebridge (7) – – – – – – _______________________ (1) Each equity award is subject to the terms of our 2021 or 2013 Equity Incentive Plan. (2) 2024 grant represents option awards that are fully vested upon grant. (3) 2025 grant represents option awards that are fully vested upon grant. (4) 2023 option awards represent two grants: The first grant of 11,000 options vest in four equal installments, 25% on November 27, 2024, 25% on November 27, 2025, 25% on November 2026 and 25% on November 27, 2027. The second grant of 7,700 options vest 50% on November 27 2025, 25% on November 27, 2026 and 25% on November 27, 2027 (5) 2025 grant represents option awards that are fully vested upon grant. (6) Mr. Lawless retired on July 7, 2025 and all equity grants expired. (7) Mr. Shoebridge resigned on August 29, 2025 and all equity grants expired. 53 Employment Arrangement with Dr. Thramann Commencing after our February 2021 IPO, Dr. Thramann earns an annual salary of $300,000 for his service as our Executive Chairman. The compensation committee approved a salary increase for 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. Dr. 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. Thramann. 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. Lawless On October 13, 2021, we entered into an employment agreement with Mr. Lawless, which supersedes and replaces a prior employment agreement dated February 6, 2012. The employment agreement provides for an initial annual base salary of $260,000 as well as an entitlement to an annual incentive bonus, upon certain conditions, in an amount determined by our board of directors. The target annual bonus for Mr. Lawless, expressed as a percentage of base salary, is 50%. The compensation committee approved a salary increase for Mr. Lawless from $260,000 to $304,500, with an effective date of July 1, 2024. 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. Mr. Lawless’ retirement was not the result of any disagreement on matters relating to the Company’s operations, policies, or practices. Employment Agreement with Mr. Mahoney On December 18, 2023, we entered into an employment agreement with Mr. Mahoney, effective November 27, 2023. The employment agreement provides for an initial annual base salary of $275,000 as well as an entitlement to an annual incentive bonus, upon certain conditions, in an amount determined by our board of directors. The target annual bonus for Mr. Mahoney, expressed as a percentage of base salary, is 50%. The compensation committee approved a salary increase for Mr. Mahoney from $275,000 to $300,000, with an effective date of January 1, 2025. If the Company terminates Mr. Mahoney’s employment without cause or Mr. Mahoney 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. Mahoney’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 of service. 54 Employment Agreement with Mr. Shoebridge On October 13, 2021, we entered into an employment agreement with Mr. Shoebridge, which supersedes and replaces a prior employment agreement dated April 1, 2014. The employment agreement provides for an initial annual base salary of $225,000 as well as an entitlement to an annual incentive bonus, upon certain conditions, in an amount determined by our board of directors. The target annual bonus for Mr. Shoebridge, expressed as a percentage of base salary, is 50%. The compensation committee approved a salary increase for Mr. Shoebridge from $225,000 to $263,500, with an effective date of July 1, 2024. 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. In 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth information regarding the beneficial ownership of our common stock as of March 4, 2026, by (i) each person who beneficially owned more than 5% of our outstanding shares of common stock, (ii) each director, (iii) each Named Executive Officer and (iv) all of our directors and executive officers as a group. Unless otherwise indicated, the address of each executive officer and director is c/o Auddia, 1680 38 th Street, Suite 130, Boulder, CO 80301. The number of shares of common stock “beneficially owned” by each stockholder is determined under rules issued by the SEC regarding the beneficial ownership of securities. This information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership of shares of our common stock includes (1) any shares as to which the person or entity has sole or shared voting power or investment power, and (2) any shares as to which the person or entity has the right to acquire beneficial ownership within 60 days after March 4, 2026. The calculations set forth below are based upon 3,856,348 shares of common stock outstanding at March 4, 2026. Unless otherwise indicated below, and subject to community property laws where applicable, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock. Name of Beneficial Owner Number of Shares Beneficially Owned Percentage of Shares Beneficially Owned 5% Stockholders: None Executive Officers and Directors: Jeffrey Thramann (1) 55,552 1.4% John E. Mahoney (2) 8,867 * Michael Lawless (3) 44 * Peter Shoebridge – – Joshua Sroge (4) – – Emmanuel de Boucaud (5) – – Nick Balletta (6) – – All current directors and executive officers as a group (5 persons) 64,463 1.6% ________________ * (1) Represents beneficial ownership of less than 1%. Dr. Thramann is also the director of the Company. 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. (2) Includes 8,867 shares of common stock underlying stock options exercisable within 60 days of the date of this table. (3) Includes 44 shares of common stock. (4) Excludes 41,623 shares of common stock underlying stock options that are not exercisable within 60 days of the date of this table. (5) Excludes 41,623 shares of common stock underlying stock options that are not exercisable within 60 days of the date of this table. (6) Excludes 41,623 shares of common stock underlying stock options that are not exercisable within 60 days of the date of this table. 55 Securities Authorized for Issuance under Equity Compensation Plans The following table provides certain information as of December 31, 2025, with respect to all of our equity compensation plans in effect on that date: Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) Equity Compensation Plans Approved by Stockholders (1) 134,292 $ 7.23 157,631 Equity Compensation Plans Not Approved by Stockholders (2) 1,428 $ 256.13 – Total 135,720 $ 9.85 157,631 _______________ (1) 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. (2) Consists of stock options granted under Inducement stock option plans. The Company’s 2020 Equity Incentive Plan 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 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. Item 13. Certain Relationships and Related Party Transactions and Director Independence The following is a description of transactions or series of transactions since January 1, 2025 to which we were or will be a party, in which: · the amount involved in the transaction exceeds, or will exceed, $120,000; and · in which any of our executive officers, directors or holder of five percent or more of any class of our capital stock, including their immediate family members or affiliated entities, had or will have a direct or indirect material interest. Compensation arrangements for our named executive officers, executive officers and our directors are described elsewhere in this Annual Report under “Director Compensation” and “Executive Compensation.” 56 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. Item 14. Principal Accountant Fees and Services The firm of Haynie & Company, independent registered public accounting firm, has been selected by the audit committee as auditors for Auddia Inc. (“Auddia”) for the fiscal years ending December 31, 2025 and 2024. The audit committee is solely responsible for selecting Auddia’s independent registered public accounting firm and has appointed Haynie & Company as auditors for Auddia for the fiscal years ending December 31, 2025 and 2024. Stockholder approval is not required to appoint Haynie & Company as Auddia’s independent registered public accounting firm. Independent Registered Public Accounting Firm Fees The following is a summary and description of fees incurred by Haynie & Company for the years ended December 31, 2025 and 2024: 2025 2024 Audit fees (1) $ 93,043 $ 91,000 Tax fees – – All other fees (2) 52,000 139,793 Total fees $ 145,043 $ 230,793 (1) Audit fees consist of fees for the audits of our 2025 and 2024 annual financial statements and the review of our 2025 and 2024 interim financial statements. (2) All other fees are comprised of expenses related to work performed on potential merger and acquisition targets and equity-related financing filings. Audit Committee Pre-approval Policy and Procedures Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee or the engagement is entered into pursuant to the pre-approval procedure described below. From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next 12 months. Any such pre-approval details the particular service or type of services to be provided and is also generally subject to a maximum dollar amount. 57 PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements 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. 2. Financial Statement Schedules Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the financial statements or the notes thereto. 3. Exhibits The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report are listed in the Exhibit Index below. The exhibits listed in the Exhibit Index are incorporated by reference herein. Exhibit Number Description of Document Incorporated by reference from Form Filing Date Exhibit Number Filed Herewith 1.1 At-The-Market Issuance Sales Agreement, dated September 13, 2024, by and between Auddia Inc. and Ascendiant Capital Markets, LLC. 8-K 09-13-2024 1.1 2.1 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 8-K 02-17-2026 2.1 2.2 Form of Plan of Conversion 8-K 02-22-2021 2.1 3.1 Certificate of Incorporation of the Company 8-K 02-22-2021 3.1 3.2 Certificate of Amendment to the Certificate of Incorporation of the Company dated February 23, 2024 8-K 02-27-2024 3.1 3.3 Certificate of Amendment to the Certificate of Incorporation of the Company dated March 27, 2025 8-K 04-01-2025 3.1 3.4 Series B Convertible Preferred Stock Certificate of Designations dated April 23, 2024 8-K 04-29-2024 3.1 3.5 Series C Convertible Preferred Stock Certificate of Designations dated June 30, 2025 8-K 06-30-2025 3.1 3.6 Bylaws of the Company 8-K 02-22-2021 3.2 3.7 Amendment to Bylaws dated September 6, 2024 8-K 09-12-2024 3.1 3.8 Form of Warrant after Conversion from an LLC to a Corporation S-1/A 01-28-2020 3.5 4.1 Form of Common Stock Certificate S-1/A 10-08-2020 4.1 4.2 Form of IPO Representative’s Common Stock Purchase Warrant 8-K 02-22-2021 4.1 4.3 Description of Securities 10-K 03-31-2021 4.3 4.4 Form of Merger Holding Company Senior Note 8-K 02-17-2026 4.1 10.1 # Form of Auddia Inc. 2020 Equity Incentive Plan S-1/A 10-22-2020 10.3 10.2 ** Agreement with Major United States Broadcast Company S-1/A 01-28-2020 10.8 10.3 # First Amendment to 2020 Equity Incentive Plan S-8 08-10-2021 99.2 58 Exhibit Number Description of Document Incorporated by reference from Form Filing Date Exhibit Number Filed Herewith 10.4 # Second Amendment to 2020 Equity Incentive Plan 10-K 03-05-2025 10.5 10.5 # Form of Stock Option Grant Notice and Stock Option Agreement under 2020 Equity Incentive Plan S-8 08-10-2021 99.3 10.6 # Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under 2020 Equity Incentive Plan S-8 08-10-2021 99.4 10.7 # Form of Inducement Stock Option Grant Notice and Inducement Stock Option Agreement S-8 08-10-2021 99.5 10.8 # Clip Interactive, LLC 2013 Equity Incentive Plan S-8 08-10-2021 99.6 10.9 # Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan S-8 08-10-2021 99.7 10.10 # Executive Officer Employment Agreement for Michael Lawless dated October 13, 2021 8-K 10-15-2021 10.1 10.11 # Executive Officer Employment Agreement for Peter Shoebridge dated October 13, 2021 8-K 10-15-2021 10.2 10.12 Common Stock Warrant dated November 14, 2022 8-K 11-14-2022 10.2 10.13 Common Stock Warrant dated November 14, 2022 8-K 11-14-2022 10.2 10.14 Common Stock Warrant for 600,000 shares dated April 17, 2023 8-K 04-21-2023 10.2 10.15 Common Stock Warrant for 650,000 shares dated April 17, 2023 8-K 04-21-2023 10.3 10.16 # Employment Agreement, effective as of November 27, 2023, between Auddia Inc. and John E. Mahoney 8-K 12-18-2023 10.1 10.17 Form of Common Stock Warrant dated April 23, 2024 8-K 04-29-2024 10.2 10.18 Form of Registration Rights Agreement dated April 23, 2024 8-K 04-29-2024 10.3 10.19 Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc. 8-K 11-25-2024 10.1 10.20 Registration Rights Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc. 8-K 11-25-2024 10.2 10.21 Form of Securities Purchase Agreement dated June 30, 2025 8-K 06-30-2025 10.1 10.22 Form of Common Stock Warrant dated June 30, 2025 8-K 06-30-2025 10.2 10.23 Form of Registration Rights Agreement dated June 30, 2025 8-K 06-30-2025 10.4 10.24 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. 8-K 07-30-2025 10.1 10.25 Form of Exchange Agreement dated August 5, 2025 10-Q 08-08-2025 10.35 10.26 Employment Agreement, effective as of July 1, 2025, between Auddia Inc. and Jeffrey Thramann 8-K 09-12-2025 10.2 10.27 Form of Merger Support Agreement 8-K 02-17-2026 10.1 10.28 Form of Merger Lock-Up Agreement 8-K 02-17-2026 10.2 19.1 Insider Trading Policy 10-K 03-05-2025 19.1 23.1 Consent of Haynie and Company, Independent Registered Public Accounting Firm X 24.1 Power of Attorney (Included on Signature Page) 31.1 Section 302 Certification by the Corporation’s Chief Executive Officer X 31.2 Section 302 Certification by the Corporation’s Chief Financial Officer X 32.1 Section 906 Certification by the Corporation’s Chief Executive Officer X 32.2 Section 906 Certification by the Corporation’s Chief Financial Officer X 97.1 Auddia Clawback Policy 10-K 04-01-2024 97.1 59 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101). ___________________________ # Indicates management contract or compensatory plan. ** Certain information contained in this Exhibit has been redacted and appears as “XXXXX” as the disclosure of same would be a disadvantage to the Registrant in the marketplace Item 16. Form 10-K Summary The Company has elected not to include summary information. 60 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. AUDDIA INC. By: /s/ Jeffrey Thramann Jeffrey Thramann President, Chief Executive Officer and Director By: /s/ John Mahoney John Mahoney Chief Financial Officer Date: March 6, 2026 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE 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 and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this annual report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the 6th day of March 2026. /s/ Jeffrey Thramann, M.D. President and Chief Executive Officer, Executive Chairman and Director Jeffrey Thramann, M.D. (Principal Executive Officer) /s/ John Mahoney Chief Financial Officer John Mahoney (Principal Financial and Accounting Officer) /s/ Joshua Sroge Director Joshua Sroge /s/ Emmanuel de Boucaud Director Emmanuel de Boucaud /s/ Nick Balletta Director Nick Balletta 61