AUDDIA INC. 10-Q

AUDDIA INC. 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly REPORT pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2026 Or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____________ to _____________ Commission File No. 001-40071 AUDDIA INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 45-4257218 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1680 38th Street , Suite 130 Boulder , CO 80301 Address of Principal Executive Offices Zip Code ( 303 ) 219-9771 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.001 per share AUUD The Nasdaq Stock Market Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller Reporting Company ☒ Emerging Growth Company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes ☐ No ☒ As of May 12, 2026, there were 5,364,050 shares of the registrant’s common stock, $0.001 par value per share, outstanding. AUDDIA INC. 2026 QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS Page No. PART I – FINANCIAL INFORMATION Item 1. Financial Statements 4 Condensed Balance Sheets (Unaudited) 4 Condensed Statements of Operations (Unaudited) 5 Condensed Statements of Changes in Shareholders’ Equity (Unaudited) 6 Condensed Statements of Cash Flows (Unaudited) 8 Notes to Condensed Financial Statements (Unaudited) 9 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 Item 3. Quantitative and Qualitative Disclosures About Market Risk 31 Item 4. Controls and Procedures 31 PART II – OTHER INFORMATION Item 1. Legal Proceedings 33 Item 1A. Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33 Item 3. Defaults Upon Senior Securities 33 Item 4. Mine Safety Disclosures 33 Item 5. Other Information 33 Item 6. Exhibits 34 Signatures 35 Unless we state otherwise or the context otherwise requires, the terms “Auddia,” “we,” “us,” “our” and the “Company” refer to Auddia Inc., a Delaware corporation. 2 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “continue” or the negative of these terms or other comparable terminology. Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: · risks related to the proposed merger with Thramann Holdings; · the sufficiency of our existing cash to meet our working capital and capital expenditure needs over the next 12 months and our need to raise additional capital; · our ability to generate revenue from new software services; · our limited operating history; · our ability to maintain proper and effective internal financial controls; · our ability to continue to operate as a going concern; · changes in laws, government regulations and policies and interpretations thereof; · our ability to obtain and maintain protection for our intellectual property; · the risk of errors, failures or bugs in our platform or products; · our ability to attract and retain qualified employees and key personnel; · our ability to manage our rapid growth and organizational change effectively; · the possibility of security vulnerabilities, cyberattacks and network disruptions, including breaches of data security and privacy leaks, data loss, and business interruptions; · our compliance with data privacy laws and regulations; · our ability to develop and maintain our brand cost-effectively; · our ability to complete the proposed business combination; · our ability to maintain the listing of our common stock on the Nasdaq Stock Market; and · the other factors set forth elsewhere in this Quarterly Report and in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025. These forward-looking statements speak only as of the date of this Form 10-Q and are subject to business and economic risks. We do not undertake any obligation to update or revise the forward-looking statements to reflect events that occur or circumstances that exist after the date on which such statements were made, except to the extent required by law. 3 PART I – FINANCIAL INFORMATION Item 1. Financial Statements Auddia Inc. Condensed Balance Sheets March 31, 2026 December 31, 2025 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 1,413,387 $ 3,186,985 Accounts receivable, net 96 321 Prepaid assets 93,169 99,829 Other current assets 10,039 10,039 Total current assets 1,516,691 3,297,174 Non-current assets: Property and equipment, net of accumulated depreciation 5,767 6,670 Intangible assets, net of accumulated amortization 33,075 25,785 Software development costs, net of accumulated amortization 1,673,853 1,608,819 Operating lease right of use asset 36,514 44,392 Deferred offering costs 233,728 219,615 Total non-current assets 1,982,937 1,905,281 Total assets $ 3,499,628 $ 5,202,455 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 602,163 $ 853,354 Notes payable 15,130 60,520 Current portion of operating lease liability 41,303 38,612 Total current liabilities 658,596 952,486 Non-current operating lease liability 3,658 14,475 Total liabilities 662,254 966,961 Commitments and contingencies (Note 5) – – Shareholders' equity: Series B Preferred stock - $ 0.001 par value, 0 and 0 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively – – Series C Preferred stock - $ 0.001 par value, 750 and 750 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 1 1 Common stock - $ 0.001 par value, 100,000,000 authorized and 500,914 and 402,833 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively (1) 501 403 Additional paid-in capital 102,432,091 101,518,433 Accumulated deficit ( 99,595,219 ) ( 97,283,343 ) Total shareholders' equity 2,837,374 4,235,494 Total liabilities and shareholders' equity $ 3,499,628 $ 5,202,455 The accompanying notes are an integral part of these unaudited condensed financial statements. (1) The Company’s common stock outstanding as of March 31, 2026 and December 31, 2025 has been retroactively restated for the effect of the 1-for 7.7 reverse stock split effective March 31, 2026. 4 Auddia Inc. Condensed Statements of Operations (Unaudited) Three Months Ended March 31, 2026 2025 Revenue $ – $ – Operating expenses: Direct cost of services 55,164 55,571 Sales and marketing 450,446 235,441 Research and development 284,984 396,703 General and administrative 789,075 630,891 Restructuring 472,689 – Depreciation and amortization 236,096 432,407 Total operating expenses 2,288,454 1,751,013 Loss from operations ( 2,288,454 ) ( 1,751,013 ) Other income (expense): Interest income (expense) 6,901 ( 1,552 ) Total other income (expense) 6,901 ( 1,552 ) Loss before income taxes ( 2,281,553 ) ( 1,752,565 ) Provision for income taxes – – Net loss $ ( 2,281,553 ) $ ( 1,752,565 ) Net loss per share attributable to common stockholders Basic and diluted $ ( 5.09 ) $ ( 29.69 ) Weighted average common shares outstanding (1) Basic and diluted 448,084 59,037 The accompanying notes are an integral part of these unaudited condensed financial statements. (1) The Company’s weighted average common stock outstanding for the three months ended March 31 2026 and 2025 has been retroactively restated for the effect of the 1-for 7.7 reverse stock split effective March 31, 2026. 5 Auddia Inc. Condensed Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (Unaudited) Series B Preferred Stock Series C Preferred Stock Common Stock Number of Shares Par Value Number of Shares Par Value Number of Shares Par Value Additional Paid-In-Capital Accumulated Deficit Total Balance, December 31, 2025 – $ – 750 $ 1 402,833 $ 403 $ 101,518,433 $ ( 97,283,343 ) $ 4,235,494 Issuance of common shares, net of costs of $27,592 – – – – 98,043 98 891,825 – 891,923 Series B preferred stock converted to common stock – – – – – – – – – Offering costs – – – – – – ( 23,387 ) – ( 23,387 ) Share-based compensation – – – – – – 14,897 – 14,897 Capitalized dividends – – – – – – 30,323 ( 30,323 ) – RSS adjustment – – – – 38 – – – – Net loss – – – – – – – ( 2,281,553 ) ( 2,281,553 ) Balance, March 31, 2026 – $ – 750 $ 1 500,914 $ 501 $ 102,432,091 $ ( 99,595,219 ) $ 2,837,374 (continued) 6 Series B Preferred Stock Series C Preferred Stock Common Stock Number of Shares Par Value Number of Shares Par Value Number of Shares Par Value Additional Paid-In-Capital Accumulated Deficit Total Balance, December 31, 2024 2,314 $ 2 – $ – 51,653 $ 52 $ 94,122,702 $ ( 89,428,436 ) $ 4,694,320 Issuance of common shares, net of costs of $20,882 – – – – 10,253 10 672,785 – 672,795 Series B preferred stock converted to common stock ( 140 ) – – – 2,163 2 ( 139,012 ) – ( 139,010 ) Offering costs – – – – – – ( 55,120 ) – ( 55,120 ) Share-based compensation – – – – – – 76,906 – 76,906 Issuance of restricted stock units – – – – 25 – – – – Capitalized dividends converted to common stock – – – – 2,163 2 139,574 – 139,576 Capitalized dividends – – – – – – 58,758 ( 58,758 ) – Net loss – – – – – – – ( 1,752,565 ) ( 1,752,565 ) Balance, March 31, 2025 2,174 $ 2 – $ – 66,257 $ 66 $ 94,876,593 $ ( 91,239,759 ) $ 3,636,902 The accompanying notes are an integral part of these unaudited condensed financial statements. (1) The Company’s common stock outstanding as of March 31, 2026 and 2025 and December 31, 2025 and 2024 has been retroactively restated for the effect of the 1-for 7.7 reverse stock split effective March 31, 2026. 7 Auddia Inc. Condensed Statements of Cash Flows (Unaudited) For the Three Months Ended March 31, 2026 2025 Cash flows from operating activities: Net loss $ ( 2,281,553 ) $ ( 1,752,565 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 236,096 432,407 Share-based compensation expense 14,897 76,906 Amortization of ROU asset 7,878 7,249 Change in assets and liabilities: Accounts receivable 225 ( 947 ) Prepaid assets 6,660 ( 37,516 ) Accounts payable and accrued liabilities ( 251,191 ) ( 163,043 ) Lease liabilities ( 8,126 ) ( 5,657 ) Net cash used in operating activities ( 2,275,114 ) ( 1,443,166 ) Cash flows from investing activities: Software capitalization ( 299,637 ) ( 236,973 ) Intangibles capitalization ( 7,880 ) ( 9,628 ) Net cash used in investing activities ( 307,517 ) ( 246,601 ) Cash flows from financing activities: Deferred Offering costs ( 37,500 ) – Repayments of debt ( 45,390 ) – Proceeds from issuance of preferred shares, net of issuance costs – 672,795 Proceeds from issuance of common shares, net of issuance costs 891,923 – Dividends and Series B preferred stock converted to common stock – 566 Net cash provided by financing activities 809,033 673,361 Net decrease in cash ( 1,773,598 ) ( 1,016,406 ) Cash, beginning of year 3,186,985 2,706,319 Cash and restricted cash, end of period $ 1,413,387 $ 1,689,913 Supplemental disclosures of cash flow information: Cash paid for interest $ 4,442 $ 1,553 Cash paid for taxes $ – $ – Supplemental disclosures of non-cash activity: Reclassification of deferred offering costs $ 23,387 $ 55,120 Capitalized dividends $ 30,323 $ 58,758 The accompanying notes are an integral part of these unaudited condensed financial statements. 8 Auddia Inc. Notes to Condensed Financial Statements (Unaudited) Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies Description of Business Auddia Inc., (the “Company”, “Auddia”, “we”, “our”) is a technology company that is reinventing how consumers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. The Company is incorporated in Delaware and headquartered in Colorado. Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Interim Financial Information The condensed financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. The condensed balance sheet as of December 31, 2025 has been derived from the financial statements included in the Company’s annual report on Form 10-K. Accordingly, these condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The results for any interim period are not necessarily indicative of results for any future period. The Company recorded all adjustments necessary for a fair statement of the results for the interim period and all such adjustments are of a normal recurring nature. Reverse Stock Splits On March 28, 2025, the Company effectuated a 1-for-17 reverse stock split . On March 31, 2026, the Company effectuated a 1-for-7.7 reverse stock split . The reverse stock splits did not change the authorized number of shares of the Company’s common stock. No fractional shares were issued and any fractional shares resulting from the reverse stock splits were rounded up to the nearest whole share. The reverse stock splits applied to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the reverse stock splits. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans. As a result of the reverse stock splits, unless described otherwise, all references to common stock, share data, per share data and related information contained in these financial statements have been retroactively adjusted to reflect the effect of the reverse stock splits for all periods presented. In addition, any fractional shares that would otherwise be issued as a result of the reverse stock splits were rounded up to the nearest whole share. Further, the number of shares issuable and exercise prices of stock options and warrants have been retrospectively adjusted in these financial statements for all periods presented to reflect the reverse stock splits. 9 Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed financial statements include some amounts that are based on management’s best estimates and judgments. The most significant estimates relate to valuation of capital stock, warrants and options to purchase shares of the Company’s common stock, and the estimated recoverability and amortization period for capitalized software development costs. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant. Risks and Uncertainties The Company is subject to various risks and uncertainties frequently encountered by companies in the early stages of development. Such risks and uncertainties include, but are not limited to, its limited operating history, competition from other companies, limited access to additional funds, dependence on key personnel, and management of potential rapid growth. To address these risks, the Company must, among other things, develop its customer base; implement and successfully execute its business and marketing strategy; develop follow-on products; provide superior customer service; and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks. Going Concern Our existing cash and cash equivalents was $ 1,413,387 at March 31, 2026. The Company secured approximately $ 12.9 million in additional financing through April 30, 2026, which will only be sufficient to fund our current operating plans into the first quarter of 2027. The Company will need additional funding to complete the development of the full product line and scale products with a demonstrated market fit. The Company has plans to secure such additional funding. If the Company is unable to raise capital when needed or on acceptable terms, the Company would be forced to delay, reduce, or eliminate our technology development and commercialization efforts. As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. Cash and Cash Equivalents The Company had cash on hand of $ 455,757 and $ 1,052,990 as of March 31, 2026 and December 31, 2025, respectively. The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had cash equivalents of $ 957,630 and $ 2,133,995 as of March 31, 2026 and December 31, 2025, respectively. The Company maintains cash deposits at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance may at times exceed these limits. As of March 31, 2026, the Company had approximately $ 1.2 million in excess of federally insured limits. As of December 31, 2025, the Company had approximately $ 2.9 million in excess of federally insured limits. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests. 10 Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is provided utilizing the straight-line method over the estimated useful lives for owned assets, ranging from two to five years . Software Development Costs The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are considered impaired and expensed during the period of such determination. Software development costs of $ 299,637 and $ 236,973 were capitalized for the three months ended March 31, 2026 and March 31, 2025, respectively. Amortization of capitalized software development costs was $ 234,603 and $ 431,037 for the three months ended March 31, 2026 and March 31, 2025, respectively and are included in depreciation and amortization expense in the Company’s condensed statement of operations. Long-Lived Assets The Company reviews its tangible and limited lived intangible long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. If a potential impairment is indicated, the Company compares the carrying amount of the asset to the undiscounted future cash flows associated with the asset. In the event the future cash flows are less than their carrying value, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. The Company determined long-lived assets were no t impaired for the three months ended March 31, 2026 and 2025 and year ended December 31, 2025. Income Taxes The Company accounts for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events. A valuation allowance is established to reduce deferred tax assets to their estimated realizable value when, in the opinion of management, it is more likely than not that some portion or all of the deferred income tax assets will not be realized in the future. The Company recognizes benefits of uncertain tax positions if it is more likely than not that such positions will be sustained upon examination based solely on their technical merits, as the largest amount of benefit that is more likely than not to be realized upon the ultimate settlement. The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits as a part of income tax expense. Prior to the Company’s conversion to a Delaware corporation in February 2021, the Company was a limited liability company and had elected to be treated as a pass-through entity for income tax purposes. Accordingly, taxable income and losses of the Company were reported on the income tax returns of its members, and no provision for federal income taxes have been recorded in the accompanying financial statements. Had the Company been a taxable entity, no provision for income taxes would have been recorded as the Company has sustained losses since inception. 11 Right of Use Assets and Lease Liabilities In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The standard requires lessees to recognize almost all leases on the balance sheet as a Right-of-use (“ROU”) asset and a lease liability and requires leases to be classified as either an operating or a finance type lease. The standard became effective for the Company beginning January 1, 2019. The Company adopted ASC 842 using the modified retrospective approach, by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under ASC 842. Under ASC 842, the Company determines if an arrangement is a lease at inception. ROU assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As the Company’s lease does not provide an implicit rate, the Company estimated the incremental borrowing rate in determining the present value of lease payments. Operating leases are included in operating lease right of use asset and operating lease liabilities, current and non-current, on the Company’s accompanying balance sheets. Revenue Recognition Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer and will exclude any sales incentives and amounts collected on behalf of third parties. The Company will recognize revenue when it satisfies a performance obligation by transferring control over a service or product to a customer. To achieve this core principle, the Company applies the following five steps: ( 1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. The Company will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in the accompanying statements of operations. Collected taxes, if applicable, will be recorded within other current liabilities until remitted to the relevant taxing authority. Subscriber revenue will consist primarily of subscription fees and other ancillary subscription-based revenues. Revenue will be recognized on a straight-line basis when the performance obligations to provide each service for the period have been satisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions. Customers may pay for the services in advance of the performance obligation and therefore these prepayments will be recorded as deferred revenue. The deferred revenue will be recognized as revenue in the accompanying statements of operations as the services are provided. Advertising Costs The Company expenses advertising costs as incurred. Advertising expense for the three months ended March 31, 2026 and 2025 was $ 184,902 and $ 90,096 , respectively. 12 Share-Based Compensation The Company accounts for share-based compensation arrangements with employees, directors, and consultants and recognizes the compensation expense for share-based awards based on the estimated fair value of the awards on the date of grant. Compensation expense for all share-based awards is based on the estimated grant-date fair value and recognized in earnings over the requisite service period (generally the vesting period). The Company records share-based compensation expense related to non-employees over the related service periods. Emerging Growth Company Status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. We will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. Based on these criteria, the Company’s emerging growth company status is currently expected to expire on December 31, 2026 , unless it earlier meets one of the disqualifying conditions described above. Note 2 – Property & Equipment, Intangible Assets, and Software Development Costs Property and equipment and software development costs consisted of the following as of: Schedule of property and equipment and software development costs March 31, 2026 December 31, 2025 Computers and equipment $ 102,125 $ 102,125 Furniture 11,258 11,258 Accumulated depreciation ( 107,616 ) ( 106,713 ) Total property and equipment, net $ 5,767 $ 6,670 Domain name $ 3,947 $ 3,947 Patents 31,541 23,596 Accumulated amortization ( 2,413 ) ( 1,758 ) Total intangible assets, net $ 33,075 $ 25,785 Software development costs $ 9,729,556 $ 9,429,985 Accumulated amortization ( 8,055,703 ) ( 7,821,166 ) Total software development costs, net $ 1,673,853 $ 1,608,819 The Company recognized depreciation expense of $ 903 and $ 1,348 for the three months ended March 31, 2026 and 2025, respectively, related to property and equipment, amortization expense of $ 590 and $ 22 for the three months ended March 31, 2026 and 2025, respectively, related to intangible assets, and amortization expense of $ 234,603 and $ 431,037 for the three months ended March 31, 2026 and 2025, respectively, related to software development costs. 13 Note 3 – Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following: Schedule of accounts payable and accrued liabilities March 31, 2026 December 31, 2025 Accounts payable $ 398,041 $ 577,774 Accrued liabilities 204,122 275,580 Total accounts payable and accrued liabilities $ 602,163 $ 853,354 Note 4 – Notes Payable On June 20, 2025, the Company entered into a promissory note to finance its directors and officers (“D&O”) insurance premium. The original principal amount of the note was $ 151,300 and bears interest at a fixed annual rate of 8.250 %. The note requires monthly payments of principal and interest and matures on May 20, 2026 . As of March 31, 2026 and December 31, 2025, the outstanding principal balance was $ 15,130 and $ 60,520 , respectively. The note is unsecured and contains no financial covenants. Note 5 – Commitments and Contingencies Operating Lease On March 25, 2024, the Company entered into a 37-month operating lease commencing on April 1, 2024 with two separate two year renewal options. The monthly base rent for months two through 14 is $2,456, increasing to $3,070 for months 15 through 26, and ending at $3,684 for months 27 through 37. Rent expense, as part of general and administrative expenses in the statements of operations, was $ 20,984 and $ 8,960 for the three months ended March 31, 2026 and 2025, respectively. Litigation In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company. There are no active litigations as of the date the financial statements were issued. However, a pre-IPO investor has contacted the Company claiming damages caused by alle ged acts and omissions arising from a private financing by the Company. No complaint has been filed by the investor. The alleged damages asserted by the investor are less than approximately $300,000. The outcome of the complaint was neither probable or estimable as of the date the financial statements were issued, therefore, no accrual has been made. Note 6 – Share-based Issuances Stock Options The fair value of each option award is estimated on the date of grant using a Black Scholes option valuation model that uses the assumptions noted in the following table. Because Black Scholes option valuation models incorporate ranges of assumptions for inputs, these ranges are disclosed. Expected volatilities and based on implied volatilities from traded options on the Company’s stock, historical volatility of the Company’s stock, and other factors. The expected term of options granted is derived from the output of the valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. 14 The following table presents the activity for stock options outstanding: Schedule of stock option activity Options Weighted Average Exercise Price Outstanding - December 31, 2025 17,640 $ 79.66 Granted – – Forfeited/canceled – – Exercised – – Outstanding – March 31, 2026 17,640 $ 79.66 Options Weighted Average Exercise Price Outstanding - December 31, 2024 4,480 $ 990.71 Granted – – Forfeited/canceled – – Exercised – – Outstanding – March 31, 2025 4,480 $ 990.71 The following table presents the composition of options outstanding and exercisable: Schedule of options outstanding and exercisable Options Outstanding** Options Exercisable** Exercise Prices Number Price Life* Number Price* $14.94 13,564 $ 14.94 9.45 5,203 $ 14.94 $66.75 3,821 $ 66.75 8.76 3,821 $ 66.75 $818.13 144 $ 818.13 7.71 71 $ 818.13 $1,295.91 16 $ 1,295.91 7.19 8 $ 1,295.91 $5,857.78 43 $ 5,857.78 5.88 43 $ 5,857.78 $9,130.28 20 $ 9,130.28 5.37 20 $ 9,130.28 $9,475.72 16 $ 9,475.72 1.84 16 $ 9,475.72 $13,927.65 16 $ 13,927.65 3.38 16 $ 13,927.65 Total – March 31, 2026 17,640 9,198 * Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively. ** The Company’s common stock outstanding as of March 31, 2026 and December 31, 2025 has been retroactively restated for the effect of the 1-for 7.7 reverse stock split effective March 31, 2026. 15 Restricted Stock Units The following table presents the activity for restricted stock units outstanding: Schedule of restricted stock units outstanding Restricted Stock Units Weighted Average Grant Date Fair Value Outstanding - December 31, 2024 41 $ 7,398.47 Granted – – Forfeited/canceled – – Vested/issued ( 41 ) 7,398.47 Outstanding – March 31, 2025 – $ – The Company recognized share-based compensation expense related to stock options and restricted stock units of $ 14,897 and $ 76,906 for the three months ended March 31, 2026 and 2025, respectively. The remaining unvested share-based compensation expense of $ 158,044 is expected to be recognized over the next 42 months. Note 7 – Equity Financings Equity Line Common Stock Purchase Agreement On November 25, 2024, the Company entered into a new equity line Common Stock Purchase Agreement and a related registration rights agreement with White Lion. Pursuant to the Common Stock Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. On July 30, 2025, the Company amended the equity line Common Stock Purchase Agreement from $10,000,000 to $ 50,000,000 and extended the commitment to December 31, 2027 . During the year ended December 31, 2025, the Company issued 129,221 shares of Common stock under the Equity Line Common Stock Purchase Agreement for total proceeds of $ 3.7 million . At-the-Market Sales Agreement The Company has entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”). Under the Sales Agreement, the Company may sell shares of its common stock having an aggregate offering price of up to $10,000,000 from time to time, through an “at the market offering” (the “ATM Offering”). The aggregate market value of shares that the Company can sell under the Sales Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. During the three months ended March 31, 2026, the Company sold 98,043 shares under the Sales Agreement for proceeds of $0 .9 million and currently has $0.0 million of unsold availability under the ATM facility. During the year ended December 31, 2025, the Company issued 130,879 shares under the Sales Agreement for aggregate proceeds of approximately $ 2.8 million . 16 $2.3 Million Convertible Series B Preferred Stock and Warrants Financing On April 23, 2024, the Company entered into a securities purchase agreement with accredited investors for a convertible preferred stock and warrants financing. The Company received $ 2,314,000 of gross proceeds in connection with the closing of this financing. At the closing, the Company issued 2,314 shares of Series B convertible preferred stock (“Series B Preferred Stock”) at a purchase price of $1,000 per share of Series B Preferred Stock. The Series B Preferred Stock is convertible into Common Stock at an initial conversion price (“Conversion Price”) of $242.32 per share of Common Stock. The Company also issued warrants (“Warrants”) exercisable for 9,552 shares of Common Stock with a five-year term and an initial exercise price of $242.32 per share, which has been subsequently adjusted to $2.36. The proceeds of this financing, together with other available cash resources, were used to repay outstanding debt and for general corporate purposes. Holders of the Series B Preferred Stock will be entitled to dividends in the amount of 10% per annum, payable quarterly. The Company has the option to pay dividends on the Series B Preferred Stock in additional shares of Common Stock. The Company also has the option to cumulate or “capitalize” the dividends, in which case the accrued dividend amount shall be added to the stated value of each share of Series B Preferred Stock. As of March 31, 2026, the Company has elected to capitalize all dividends declared. On February 19, 2025, 140 shares of Series B Preferred stock and capitalized dividends were converted to 4,326 shares of Common Stock. In April 2025, 447 shares of Series B Preferred stock and capitalized dividends were converted to 11,069 shares of Common stock. On June 26, 2025, 192 shares of Series B Preferred stock and capitalized dividends were converted to 4,484 shares of Common Stock. On August 5, 2025, the Company entered into a series of exchange agreements (the “Exchange Agreements”) with certain accredited investors to exchange 569 outstanding shares of the Company’s Series B preferred stock (including accrued dividends thereon) for 17,237 shares of common stock at an exchange price of $20.41 per common share. The issuance of the exchange common shares is intended to be exempt from registration pursuant to the exemptions under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). As of March 31, 2026, no shares of Series B Preferred stock remain outstanding. $750,000 Series C Preferred Stock and Warrants Financing On June 30, 2025, the Company entered into a Securities Purchase Agreement with accredited investors for a convertible preferred stock and warrants financing. The Company received $ 750,000 of gross proceeds in connection with the closing of this financing. At the closing, the Company issued 750 shares of Series C convertible preferred stock (“Series C Preferred Stock”) at a purchase price of $1,000 per share of Series C Preferred Stock. The Series C Preferred Stock is convertible into Common Stock at an initial conversion price (“Series C Conversion Price”) of $36.73 per share of Common Stock. The Company also issued warrants exercisable for 40,841 shares of Common Stock with a five year term and an initial exercise price of $36.73 per share, which has been subsequently adjusted to $2.36. Subsequent to March 31, 2026, on April 23, 2026, the Company entered into an exchange agreement (the “Exchange Agreement”) with the accredited investors to exchange 750 outstanding shares of the Company’s Series C preferred stock (including accrued dividends thereon) for 216,525 shares of common stock at an exchange price of $3.91 per common share. No shares of Series C preferred stock remain outstanding. As of April 24, 2026, no shares of Series C Preferred stock remain outstanding. The proceeds of this financing, together with other available cash resources, will be used for general corporate purposes. 17 Warrants The following table presents the activity for warrants outstanding: Schedule of activity for warrants outstanding Warrants Weighted Average Exercise Price Outstanding - December 31, 2025 54,699 $ 9.10 Granted – – Forfeited/cancelled/restored – – Exercised – – Outstanding – March 31, 2026 54,699 $ 9.10 Warrants Weighted Average Exercise Price Outstanding - December 31, 2024 18,566 $ 980.29 Granted – – Forfeited/cancelled/restored – – Exercised – – Outstanding – March 31, 2025 18,566 $ 980.29 During the three months ended March 31, 2026 and year ended December 31, 2025, in connection with the Series C Preferred Stock Issuance, the Company issued 0 and 40,841 , respectively warrants to purchase shares of common stock at the exercise price of $36.73. The per share exercise price has been adjusted to $2.36. Note 8 – Leases under ASC 842 The Company leases certain office space under operating leases for use in operations. The Company recognizes operating lease expense on a straight-line basis over the lease term. Management determines if an arrangement is a lease at contract inception. Lease and non-lease components are accounted for as a single component for all leases. Operating lease right to use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the expected lease term, which includes optional renewal periods if the Company determines it is reasonably certain that the option will be exercised. As the operating lease does not provide an implicit rate, the discount rate used in the present value calculation represents the incremental borrowing rate determined using information available at the commencement date. Rent expense, as part of general and administrative expenses in the statements of operations, was $ 20,984 and $ 8,960 for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, weighted-average remaining lease term and discount rate were as follows: Schedule of weighted-average remaining lease term and discount rate March 31, 2026 Weighted-average remaining lease term 1 year Weighted-average discount rate 8.6 % 18 The following is a maturity analysis of the annual undiscounted cash flows reconciled to the carrying value of the operating lease liabilities as of March 31, 2026: Schedule of annual undiscounted cash flows of leases Years Ended December 31, 2026 $ 32,540 2027 14,735 Less imputed interest ( 2,314 ) Total $ 44,961 Note 9 – Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business in one operating segment engaged in the technology of how customers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. The Company’s Chief Financial Officer (“CFO”), as the CODM, regularly reviews the entity-wide financial and operational performance as a single unit. No financial information is disaggregated into separate lines of businesses. The CEO makes resource allocation and business process decisions regarding the overall level of resources available and how to best deploy these resources. The single segment’s principal measure of segment profit and loss is consolidated research and development expenses and administrative expenses. The CFO considers actual and forecasted expenses when evaluating performance. Note 10 – Net Loss Per Share Basic net loss per share is computed by dividing net loss, which is allocated based upon the proportionate amount of weighted average shares outstanding, to each class of stockholder’s stock outstanding during the period. For the calculation of diluted net loss per share, net loss per share attributable to common stockholders for basic net loss per share is adjusted by the effect of dilutive securities, including awards under our equity compensation plans. As of March 31, 2026 and March 31, 2025, 72,339 and 23,046 , respectively of potentially dilutive weighted average shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented. Note 11 – Subsequent Events Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, other than as set forth below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On April 23, 2026, the Company entered into an exchange agreement (the “Exchange Agreement”) with the accredited investors to exchange 750 outstanding shares of the Company’s Series C preferred stock (including accrued dividends thereon) for 216,525 shares of common stock at an exchange price of $3.91 per common share. No shares of Series C preferred stock remain outstanding. On April 24, 2026, the Company sold 1,405,006 common shares, 3,679,737 pre-funded warrants, and 5,084,783 common warrants in a registered public offering pursuant to (i) a Form S-1 Registration Statement (as amended, the “Registration Statement”) (File No. 333 294887) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and (ii) the related prospectus dated April 24, 2026 as filed with the Commission on April 27, 2026. The gross proceeds of this public offering were $12 million. 19 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report and our audited financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 5, 2025. This discussion and analysis and other parts of this Quarterly Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under Part II, Item 1A, “Risk Factors” and elsewhere in this Quarterly Report. You should carefully read the “Risk Factors” section of this Quarterly Report and of our Annual Report on Form 10-K for the year ended December 31, 2025, to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section entitled “Special Note Regarding Forward-Looking Statements.” Overview Auddia (the “Company”) is an AI technology company headquartered in Boulder, CO that is reinventing how consumers engage with audio through the development of its faidr app, an industry-first audio platform, which utilizes proprietary AI technology to personalize and customize both radio and podcast listening experiences. On August 20, 2025, the Company announced that it is in the process of building its proprietary Discovr Radio platform and integrating it into the newly configured free faidr app for an anticipated launch in early 2026., The Discovr Radio platform, a web-based portal will allow artists and record labels to promote songs on radio streams, through an integration with faidr. faidr historically allowed users to listen to AM/FM radio stations without unwanted commercial breaks. The app replaces these ad breaks in real time with songs supplied by Discovr Radio, giving artists exposure on mainstream airwaves. The faidr app represents the first-time consumers can combine the local content uniquely provided by AM/FM radio with commercial-free and personalized listening many consumers demand from digital-media consumption and preference-based new music discovery. In addition to commercial-free AM/FM, faidr includes podcasts with its Forward+ ad skipping technology on iOS. The combination of AM/FM streaming and new-music distribution, with Auddia’s unique, AI technology-driven differentiators, addresses large (radio streamers) and rapidly growing (independent and emerging artists) audiences and customer bases. We have developed our AI platform on top of Google’s TensorFlow open-source library that is being “taught” to know the difference between all types of audio content on the radio. For instance, the platform recognizes the difference between a commercial and a song and DJ conversation. Not only does the technology learn the differences between the various types of audio segments, but it also identifies the beginning and end of each piece of content. The faidr app with its advanced features allow users to skip any content heard on the station and request audio content on-demand. We believe the faidr App represents a significant differentiated audio streaming product, the first to give audio streamers a more personalized middle ground between passive content like broadcast radio and fully on-demand content like Spotify. No other audio streaming app available today, including category leaders like TuneIn, iHeart, and Audacy, can compete with faidr’s full product offerings. We launched an MVP version of faidr through several consumer trials in 2021 to measure consumer interest and engagement with the App. The full app launched on February 15, 2022, and included all major U.S. radio stations in the US. In February 2023, we added faidrRadio, our exclusive content offerings, to the app. Podcasts were added to the app for the iOS version before the end of Q1 2023 and added to the Android app in May of 2023. The Company initially launched faidr with a B2C subscription model in February of 2022 and is transitioning to a B2B subscription model. 20 In August 2025, the Company announced a new B2B business model with a strategic shift to AI driven music discovery. Auddia is targeting artists and labels for SaaS subscription access to ad-free AM/FM streaming listeners on the faidr app, while faidr users will enjoy free access to AI driven ad-free AM/FM streams on all music stations. Consumer subscriptions will no longer be required to enjoy faidr’s ad-free and content personalization listening experience. New music platforms like Bandcamp and SoundCloud are integral tools for artists to connect with new fans and even monetize their content, but those platforms only cater to a subset of the total addressable market for an artist. The Company believes the largest group of potential fans for most artists remains on commercial radio, listening to music passively and not searching for new artists even though Company surveys and research indicate radio listeners are interested in hearing new music when listening to their favorite radio stations. Auddia’s new Discovr Radio platform will deliver the experience of passively listening to commercial AM/FM radio streams while passively being exposed to new music instead of radio ads. Unlike other new music discovery platforms, which allow artists to upload songs in the hopes that new listeners will find them among the other songs available, Discovr Radio delivers guaranteed plays to artists, leveraging AI to place their songs into radio feeds as part of a custom programming experience and as unique content during what would typically be an ad break. This gives artists opportunities to be heard by the many millions of streaming radio listeners worldwide. The new Discovr Radio platform will consist of a new AI Placement Engine and Artist Portal. The AI Placement Engine will aim to put the right new song in front of the right listener, on the right station, adjacent to the right artist, to optimize music discovery and the connection between artists and fans. The Artist Portal will give artists performance analytics on number of total plays, likes and dislikes, demographic data, and facilitate the connection of artists to their new fans. In addition to streaming songs on live radio streams, the Discovr Radio offering will eventually allow artists and labels to launch campaigns on streaming apps to promote new songs, albums, and tours. Auddia is evolving its business model from direct-to-consumer to business-to-business, shifting its focus from individual radio-streaming subscribers to artists and labels as subscribers. Through a modest monthly subscription, artist and label customers gain guaranteed radio plays—offering a new channel for music promotion. The faidr mobile App is available today through the iOS and Android App stores and the MVP version of the Discovr Radio platform that was released on January 20, 2026. The MVP is expected to be supported by a pilot program of participating customers. We have funded our operations with proceeds from the February 2021 IPO, Series A warrants exercised in July 2021 and common share issuance during June of 2023. We also obtained debt financing through a related party during November 2022 and April 2023, which was subsequently repaid in April 2024. In addition, we sold common shares during 2025 and 2024 pursuant to our equity line facility and issued preferred stock in our Series B and Series C issuances. Since our inception, we have incurred significant operating losses. As of March 31, 2026, we had an accumulated deficit of $99,595,218. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and commercialization of one or more of our Apps. We expect that our expenses and capital requirements will increase substantially in connection with our ongoing activities, particularly if and as we: · Launch Discovr Radio to artists and labels and market our faidr App to consumers; · continue to develop and expand our technology and functionality to advance the faidr app and Discovr Radio platform; · rollout our product on a national basis, which will include increasing our sales and marketing costs related to the promotion of our products. Faidr and Discovr Radio promotion will include a combination of a) purchasing ads directly from broadcasters or b) participating broadcasters to promote without purchasing ads, but sharing a portion of subscription proceeds based on listening activity on those stations or c) leveraging all social media outlets; · continue to pursue and complete potential acquisitions of other companies; · hire additional business development, product management, operational and marketing personnel; · continue market studies of our products; and · add operational and general administrative personnel which will support our product development programs, commercialization efforts and our transition to operating as a public company. 21 As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, which may include collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our product candidates. Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations. As of March 31, 2026, we had cash and cash equivalents of $1,413,387. Through the date of this report, we have secured approximately $12.9 million in additional financing in 2026. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. However, if we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts. Recent Developments Proposed Business Combination On August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). Holdings is a privately held holding company that controls LT350, Influence Healthcare, and Voyex, three early stage AI-native companies founded by Jeff Thramann, Auddia’s founder, CEO and Executive Chairman. The Company has established a special committee of the board of directors to evaluate the related party transaction. The special committee has engaged its own counsel and financial advisor. On February 17, 2026, Auddia, acting upon the recommendation of its special committee of independent directors, entered into a definitive merger agreement for a business combination between Auddia and Thramann Holdings. Upon closing of the proposed transaction, the Company would be renamed McCarthy Finney and would trade under its new MCFN ticker symbol. Auddia would become a wholly owned subsidiary of McCarthy Finney, and each of the three Thramann Holdings entities would also be wholly owned by McCarthy Finney. Jeff Thramann would remain as CEO of McCarthy Finney and John Mahoney would remain as CFO. Auddia’s current board members are expected to continue as members of the board of the combined company. Auddia shareholders at the time of closing are expected to own a 20% economic interest of McCarthy Finney, with an 80% economic interest of the combined company expected to be owned at closing by Jeff Thramann. Under certain circumstances, these ownership percentages may be adjusted upward or downward based on the level of Auddia’s cash at closing. The consideration to be paid to Thramann Holdings in the proposed transaction will consist of (i) shares of McCarthy Finney convertible preferred stock and (ii) $3.5 million aggregate principal amount of McCarthy Finney notes with a two year maturity date. The closing of the merger will be conditioned on Auddia having at least $12 million cash on hand at closing in order to provide cash runway to fund McCarthy Finney to key future business milestones. There can be no assurances as to Auddia’s level of cash at closing. 22 The transaction has been unanimously approved by the board of directors of both companies. In connection with the approval of the merger agreement, Houlihan Capital provided a fairness opinion to Auddia’s special committee and board of directors. The proposed transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including approvals by the Auddia stockholders, the effectiveness of the S-4 registration statement to be filed with the SEC to register the shares of McCarthy Finney stock to be issued in connection with the merger, and the continued listing of the combined company’s common stock on Nasdaq. The proposed business combination is subject to a number of known and unknown risk and uncertainties. There can be no assurances that that such business combination will be approved by stockholders or will ultimately be consummated. For more information about the business combination transaction, please see Auddia's Current Report on Form 8-K filed with the SEC on February 17, 2026. Mergers and Acquisitions Strategy We are exploring various merger and acquisition options as part of a broader strategy which aims to scale the business more rapidly; accelerate user adoption and subscriber growth; enter new markets (international); and open new pathways toward raising capital. The overall strategy focuses on three areas: (1) acquiring retained customers of the Discovr Radio platform to generate significant subscription revenue, (2) acquiring retained users of faidr to supply the audience to Discovr Radio customers (3) scaling the faidr userbase and the Discovr Radio customer base once we’ve achieved product-market fit. Nasdaq Deficiency Notices During 2022, 2023 and 2024, the Company received notices from Nasdaq indicating that the Company was not in compliance with (i) Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Stock Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing or (ii) Nasdaq Listing Rule 5550(a)(2) which requires companies listed on The Nasdaq Stock Market to maintain a minimum of a $1.00 bid price for continued listing. On May 24, 2024, we received a letter from Nasdaq indicating that we had regained compliance with the equity requirement in Listing Rule 5550(b) (1). We will be subject to a Mandatory Panel Monitor for a period of one year from the date of the letter in accordance with application of Listing Rule 5815(d)(4)(B). On October 16, 2024, we received a written notice from Nasdaq indicating that we were not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing. The bid price notice does not result in the immediate delisting of our common stock from the Nasdaq Capital Market. The bid price notice indicated that we have 180 calendar days (or until April 14, 2025) in which to regain compliance. If at any time during this 180 calendar day period the bid price of our common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq staff will provide us with a written confirmation of compliance and the matter will be closed. On April 14, 2025, Nasdaq notified us that we were in compliance with the $1.00 minimum bid price requirement. Reverse Stock Splits On March 28, 2025, the Company effectuated a 1-for-17 reverse stock split. On March 31, 2026, the Company effectuated a 1-for-7.7 reverse stock split. 23 The reverse stock splits did not change the authorized number of shares of the Company’s common stock. No fractional shares were issued and any fractional shares resulting from the reverse stock splits were rounded up to the nearest whole share. The reverse stock splits applied to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the reverse stock splits. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans. Impact of Inflation We have recently experienced higher costs across our business as a result of inflation, including higher costs related to employee compensation and outside services. We expect inflation to continue to have a negative impact throughout 2025, and it is uncertain whether we will be able to offset the impact of inflationary pressures in the near term. Components of our results of operations Operating expenses Direct costs of services Direct cost of services consists primarily of costs incurred related to our technology and development of our Apps, including hosting and other technology related expenses. We expect our direct costs of services to increase in the future as we continue to develop and enhance our technology related to the faidr and podcasting Apps. Sales and marketing Our sales and marketing expenses consist primarily of salaries, direct to consumer (users for faidr and Discovr Radio) promotional spend and consulting services, all of which are related to the sales and promotion performed during the period. We expect our sales and marketing expenses to fluctuate period by period as we release new upgrades and enhancements within our Apps and look to generate revenue through customer acquisition, retention, and subscriptions. Research and development Since our inception, we have focused significant resources on our research and development activities related to the software development of our technology. We account for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. We cease capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by our management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are impaired and expensed during the period of such determination. We expect to continue to incur research and development expenses and capitalization in the future as we continue to develop and enhance faidr and develop the Discovr Radio platform. 24 General and administrative Our general and administrative expenses consist primarily of salaries and related costs, including payroll taxes, benefits, stock-based compensation, and professional fees related to auditing, tax, general legal services, and consulting services. We expect our general and administrative expenses to continue to increase in the future as we right-size our operating activities and prepare for commercialization of our products and support our operations as a public company, including increased expenses related to legal, accounting, insurance, regulatory and tax-related services associated with maintaining compliance with exchange listing and Securities and Exchange Commission requirements, directors and officers liability insurance premiums and investor relations activities. Restructuring Costs Our restructuring costs consist primarily of employee severance and related benefits, contract termination fees, and other costs incurred in connection with actions taken to streamline operations and align our cost structure with current business priorities. During the three months ended March 31, 2026, we implemented a restructuring plan that included workforce reductions and the termination of certain consulting arrangements. Additionally, we incurred legal and financial related costs in connection with the proposed business combination during the three months ended March 31, 2026. Other income and expense The other income and expense category primarily consists of interest expense attributed to the debt and conversion features of the Notes payable to related party. Results of operations Comparison of the Three Months Ended March 31, 2026 and 2025 The following table summarizes our results of operations: Three Months Ended March 31, 2026 March 31, 2025 Change $ Change % Revenue $ – $ – $ – 0.0% Operating expenses: Direct cost of services 55,164 55,571 (407 ) -0.7% Sales and marketing 450,446 235,441 215,005 91.3% Research and development 284,984 396,703 (111,719 ) -28.2% General and administrative 789,075 630,891 158,184 25.1% Restructuring 472,689 – 472,689 100.0% Depreciation and amortization 236,096 432,407 (196,311 ) -45.4% Total operating expenses 2,288,454 1,751,013 537,441 30.7% Loss from operations (2,288,454 ) (1,751,013 ) (537,441 ) 30.7% Other income (expense): Interest income (expense) 6,901 (1,552 ) 8,453 544.6% Total other income (expense) 6,901 (1,552 ) 8,453 544.6% Loss before income taxes (2,281,553 ) (1,752,565 ) (528,988 ) 30.2% Provision for income taxes – – – 0.0% Net loss $ (2,281,553 ) $ (1,752,565 ) $ (528,988 ) 30.2% 25 Revenue Total revenues for the three months ended March 31, 2026 and 2025 were $0 as we continue to develop and enhance our faidr App and build out our Discovr artist portal to establish new revenue streams. Sales and marketing Sales and marketing expenses increased by $215,005 or 91.3% to $450,446 for the three months ended March 31, 2026 compared to $235,441 for the three months ended March 31, 2025. The increase in sales and marketing expenses was primarily attributed to increase in marketing and promotional activities and trade show expenses. Research and development Research and development expenses decreased by $111,719 or 28.2% to $284,984 for the three months ended March 31, 2026 from $396,703 for the three months ended March 31, 2025 primarily due to an decrease in research and development consulting fees incurred related to the launch of Discovr Radio Platform. General and administrative General and administrative expenses increased by $158,183 or 25.1% to $789,075 for the three months ended March 31, 2026 compared to $630,891 for the three months ended March 31, 2025. The increase was due to an increase related to public relations professional fees. Restructuring Restructuring expenses increased by $472,689 or 100% for the three months ended March 31, 2026 compared to $0 for the three months ended March 31, 2025. The increase is due to audit and legal expenses related to reverse merger. Depreciation and amortization Depreciation and amortization expenses decreased by $196,311 or (45.4%) to $236,096 for the three months ended March 31, 2026 compared to $432,407 for the three months ended March 31, 2025. The decrease is due to fully amortized capitalized cost and lower capitalized software costs. Other income (expense), net Total other income (expenses) increased by $8,453 or 545% to $6,901 for the three months ended March 31, 2026 compared to ($1,552) for the three months ended March 31, 2025 primarily due to increase in interest income on return on funds in money market account. Income taxes Since our inception in 2012, until the corporate conversion in February 2021, we were organized as a Colorado limited liability company for federal and state income tax purposes and treated as a partnership for U.S. income tax purposes. As such, we were not viewed as a taxpaying entity in any jurisdiction and do not require a provision for income taxes. Each member of our company was responsible for the tax liability, if any, related to its proportionate share of our taxable income. Effective on February 16, 2021, we became treated as a corporation for U.S. income tax purposes and thus became subject to U.S. federal, state and local income taxes and are be taxed at the prevailing corporate tax rates. Among other things, we may begin to generate net operating losses at the corporate level. We will account for income taxes using an asset and liability approach, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements but have not been reflected in taxable income. A valuation allowance is established to reduce deferred tax assets to its estimated realizable value, which is zero based on our operating history. 26 The Company has significant federal and state net operating loss carryforwards (“NOLs”). The proposed merger with Thramann Holdings is expected to result in an ownership change under Internal Revenue Code Section 382. An ownership change would subject the Company’s NOLs to an annual limitation based on the fair market value of the Company immediately prior to the ownership change multiplied by the applicable long-term tax-exempt rate. As a result, a substantial portion of the Company’s NOLs may not be available to offset future taxable income. Because the Company maintains a full valuation allowance against its deferred tax assets, any such limitation would not impact the Company’s financial statements. The Company will continue to evaluate the potential impact of Section 382 limitations in future periods. Going Concern Our existing cash was $1,413,387 at March 31, 2026. We secured approximately $12.9 million in additional funding in 2026 through May 12, 20 26, which will only be sufficient to fund our current operating plans into the first quarter of 2027. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts. As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern. Liquidity and capital resources Sources of liquidity We have incurred operating losses since our inception and have an accumulated deficit as a result of ongoing efforts to develop and commercialize our faidr and podcasting Apps. As of March 31, 2026, we had cash and cash equivalents of $1,413,387. We have working capital of approximately $858,095 as of March 31, 2026. We anticipate that operating losses and net cash used in operating activities will increase over the next 12 months as we continue to develop and market our products. We secured $0.9 million of financing during the three months ended March 31, 2026, and an additional $12.0 million subsequent to March 31, 2026, which will only be sufficient to fund our current operating plans into the first quarter of 2027. We have based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts. Equity Line Common Stock Purchase Agreement On November 25, 2024, we entered into a new equity line Common Stock Purchase Agreement and a related registration rights agreement with White Lion. Pursuant to the Common Stock Purchase Agreement, we have the right, but not the obligation to require White Lion to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price of newly issued shares of our common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. On July 30, 2025, we amended the equity line Common Stock Purchase Agreement from $10,000,000 to $50,000,000 and extended the commitment to December 31, 2027. During the year ended December 31, 2025, the Company issued 129,221 shares of Common stock under the Equity Line Common Stock Purchase Agreement for total proceeds of $3.7 million. 27 At-the-Market Sales Agreement We have entered into an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”). Under the Sales Agreement, the Company may sell shares of its common stock having an aggregate offering price of up to $10,000,000 from time to time, through an “at the market offering” (the “ATM Offering”). The aggregate market value of shares that the Company can sell under the Sales Agreement will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. During the three months ended March 31, 2026, the Company sold 98,043 shares under the Sales Agreement for proceeds of $0.9 million and currently has $0.0 million of unsold availability under the ATM facility. During the year ended December 31, 2025, the Company issued 130,879 shares for aggregate proceeds of approximately $2.8 under the ATM facility. $2.3 Million Convertible Series B Preferred Stock and Warrants Financing On April 23, 2024, the Company entered into a securities purchase agreement with accredited investors for a convertible preferred stock and warrants financing. The Company received $2,314,000 of gross proceeds in connection with the closing of this financing. At the closing, the Company issued 2,314 shares of Series B convertible preferred stock (“Series B Preferred Stock”) at a purchase price of $1,000 per share of Series B Preferred Stock. The Series B Preferred Stock is convertible into Common Stock at an initial conversion price (“Conversion Price”) of $242.32 per share of Common Stock. The Company also issued warrants (“Warrants”) exercisable for 9,552 shares of Common Stock with a five-year term and an initial exercise price of $242.32 per share, which has been subsequently adjusted to $2.36. The proceeds of this financing, together with other available cash resources, were used to repay outstanding debt and for general corporate purposes. Holders of the Series B Preferred Stock will be entitled to dividends in the amount of 10% per annum, payable quarterly. The Company has the option to pay dividends on the Series B Preferred Stock in additional shares of Common Stock. The Company also has the option to cumulate or “capitalize” the dividends, in which case the accrued dividend amount shall be added to the stated value of each share of Series B Preferred Stock. As of March 31, 2026, the Company has elected to capitalize all dividends declared. On February 19, 2025, 140 shares of Series B Preferred stock and capitalized dividends were converted to 4,326 shares of Common Stock. In April 2025, 447 shares of Series B Preferred stock and capitalized dividends were converted to 11,069 shares of Common stock. On June 26, 2025, 192 shares of Series B Preferred stock and capitalized dividends were converted to 4,484 shares of Common Stock. On August 5, 2025, the Company entered into a series of exchange agreements (the “Exchange Agreements”) with certain accredited investors to exchange 569 outstanding shares of the Company’s Series B preferred stock (including accrued dividends thereon) for 17,237 shares of common stock at an exchange price of $20.41 per common share. The issuance of the exchange common shares is intended to be exempt from registration pursuant to the exemptions under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”). As of March 31, 2026, no Series B Preferred Stock remains outstanding. 28 $750,000 Series C Preferred Stock and Warrants Financing On June 30, 2025, the Company entered into a Securities Purchase Agreement with accredited investors for a convertible preferred stock and warrants financing. The Company received $750,000 of gross proceeds in connection with the closing of this financing. At the closing, the Company issued 750 shares of Series C convertible preferred stock (“Series C Preferred Stock”) at a purchase price of $1,000 per share of Series C Preferred Stock. The Series C Preferred Stock is convertible into Common Stock at an initial conversion price (“Series C Conversion Price”) of $36.73 per share of Common Stock. The Company also issued warrants exercisable for 40,841 shares of Common Stock with a five year term and an initial exercise price of $36.73 per share, which has been subsequently adjusted to $2.36. Subsequent to March 31, 2026, on April 23, 2026, the Company entered into an exchange agreement (the “Exchange Agreement”) with the accredited investors to exchange 750 outstanding shares of the Company’s Series C preferred stock (including accrued dividends thereon) for 216,525 shares of common stock at an exchange price of $3.91 per common share. No shares of Series C preferred stock remain outstanding. As of April 24, 2026, no Series C Preferred Stock remains outstanding. The proceeds of this financing, together with other available cash resources, will be used for general corporate purposes. Cash Flow Analysis Our cash flows from operating activities have historically been significantly impacted by our investment in sales and marketing to drive growth, and research and development expenses. Our ability to meet future liquidity needs will be driven by our operating performance and the extent of continued investment in our operations. Failure to generate sufficient revenues and related cash flows could have a material adverse effect on our ability to meet our liquidity needs and achieve our business objectives. The following table summarizes the statements of cash flows for the three months ended March 31, 2026 and 2025: Three Months Ended March 31, 2026 2025 Net cash provided by (used in): Operating activities $ (2,275,114 ) $ (1,443,166 ) Investing activities (307,517 ) (246,601 ) Financing activities 809,033 673,361 Change in cash $ (1,773,598 ) $ (1,016,406 ) Operating activities Cash used in operating activities for the three months ended March 31, 2026 was $2,275,114, primarily resulting from our net loss of ($2,281,553), change in working capital of $252,435 primarily related to an increase in accounts payable and lease liability, and non-cash charges of $236,096 related to depreciation and amortization, $7,878 amortization of ROU and $14,897 in share based compensation expense. Cash used in operating activities for both periods consisted of personnel-related expenditures, marketing and promotion costs, and public company administrative support costs such as legal and other professional support services. Investing activities Cash flows used in investing activities for the three months ended March 31, 2026 was $307,517, consisting of capitalization of software development expenses and patent expenses. 29 Financing activities Cash flows generated in financing activities for the three months ended March 31, 2026 was $809,033 primarily related to cash proceeds from the issuance of common shares partially offset by repayments to related party notes payable of $45,390 and offering costs of $37,500. Funding Requirements We historically have incurred significant losses and negative cash flows from operations since our inception and had an accumulated deficit of $99,595,219 and $97,283,343 as of March 31, 2026 and December 31, 2025, respectively. As of March 31, 2026 and December 31, 2025, we had cash and cash equivalents of $1,413,387 and $3,186,985, respectively. Our cash is comprised primarily of demand deposit accounts and money market funds. We secured $0.9 million of financing during the three months ended March 31, 2026, and an additional $12 million of financing subsequent to March 31, 2026, which will only be sufficient to fund our current operating plans into the first quarter of 2027. We have based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts. We expect our expenses to increase in connection with our ongoing activities, particularly as we continue the development, and marketing and promotion of faidr. In addition, we expect to continue to incur additional costs associated with operating as a public company, including legal, accounting, investor relations and other expenses. Our future funding requirements will depend on many factors, including, but not limited to: · the scope, progress, results, and costs related to the market acceptance of our products; · the ability to attract podcasters and content creators to faidr and retain listeners on the platform; · the costs, timing, and ability to continue to develop our technology; · effectively addressing any competing technological and market developments; and · avoiding and defending against intellectual property infringement, misappropriation and other claims. Off-balance sheet arrangements We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC. Critical Accounting Estimates Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we continually evaluate our estimates and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results may materially differ from these estimates made by management under different assumptions and conditions. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position, are described below. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations. Software Development Costs The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are impaired and expensed during the period of such determination. 30 Equity-based compensation Certain of our employees and consultants have received grants of common shares in our company. These awards are accounted for in accordance with guidance prescribed for accounting for equity-based compensation. Based on this guidance and the terms of the awards, the awards are equity classified. The common shares receive distributions if any in an order of priority in accordance with our limited liability company agreement. The fair value of each award is determined using the Black-Scholes option-pricing model which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, and the risk-free interest rate over the expected life of the option. The expected volatility was determined considering comparable companies historical stock prices as a peer group for the fiscal year the grant occurred and prior fiscal years for a period equal to the expected life of the option. The risk-free interest rate was the rate available with a term equal to the expected life of the option. The expected life of the option was estimated based on a mid-point method calculation. Emerging growth company and smaller reporting company status The Jumpstart Our Business Startups Act of 2012 permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to not “opt out” of this provision and, as a result, we will adopt new or revised accounting standards at the time private companies adopt the new or revised accounting standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company. We are also a “smaller reporting company” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation. Item 3. Quantitative and Qualitative Disclosures about Market Risk We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Changes in Internal Control Over Financial Reporting There have been no changes in internal control over financial reporting during the three months ended March 31, 2026. 31 PART II – OTHER INFORMATION Item 1. Legal Proceedings From time to time, we are involved in various disputes, claims, suits, investigations, and legal proceedings arising in the ordinary course of business. We believe that the resolution of current pending legal matters will not have a material adverse effect on our business, financial condition, results of operations or cash flows. Nonetheless, we cannot predict the outcome of these proceedings, as legal matters are subject to inherent uncertainties, and there exists the possibility that the ultimate resolution of these matters could have a material adverse effect on our business, financial condition, results of operations or cash flows. For additional information, see “Note 4. Commitments and Contingencies” to our financial statements included in this Form 10-Q. Item 1A. Risk Factors In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our risk factors from those included in our Annual Report on Form 10-K for the year ended December 31, 2024. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities of the Company during the period covered by this quarterly report which were not previously reported in a (i) Current Report on Form 8-K or (ii) Quarterly Report on Form 10-Q. Issuer Purchases of Equity Securities We did not repurchase any of our equity securities during the quarter ended March 31, 2026. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None. Item 5. Other Information During the quarter ended March 31, 2026 , no director or officer of the Company adopted or terminated or otherwise had in effect a “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. 32 Item 6. Exhibits The exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Quarterly 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 August 22, 2025, by and between Auddia Inc. and Ascendiant Capital Markets, LLC. 8-K 08-22-2025 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 Certificate of Amendment to the Certificate of Incorporation of the Company dated March 30, 2026 8-K 4/02/2026 3.1 3.5 Series B Convertible Preferred Stock Certificate of Designations dated April 23, 2024 8-K 04-29-2024 3.1 3.6 Series C Convertible Preferred Stock Certificate of Designations dated June 30, 2025 8-K 06-30-2025 3.1 3.7 Bylaws of the Company 8-K 02-22-2021 3.2 3.8 Amendment to Bylaws dated September 6, 2024 8-K 09-12-2024 3.1 3.9 Form of Warrant after Conversion from an LLC to a Corporation S-1/A 01-28-2020 3.5 3.10 Form of Merger Holding Company Special Preferred Stock Certificate of Designations 8-K 02-17-2026 3.1 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 4.5 Form of April 2026 Pre-funded Warrant 8-K 04-27-2026 4.1 4.6 Form of April 2026 Common Stock Warrant 8-K 04-27-2026 4.2 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 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 33 Exhibit Number Description of Document Incorporated by reference from Form Filing Date Exhibit Number Filed Herewith 10.12 Common Stock Warrant dated November 14, 2022 8-K 11-14-2022 10.2 10.13 Common Stock Warrant for 600,000 shares dated April 17, 2023 8-K 04-21-2023 10.2 10.14 Common Stock Warrant for 650,000 shares dated April 17, 2023 8-K 04-21-2023 10.3 10.15 # Employment Agreement, effective as of November 27, 2023, between Auddia Inc. and John E. Mahoney 8-K 12-18-2023 10.1 10.16 Form of Common Stock Warrant dated April 23, 2024 8-K 04-29-2024 10.2 10.17 Form of Registration Rights Agreement dated April 23, 2024 8-K 04-29-2024 10.3 10.18 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 10.19 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 10.20 Form of Securities Purchase Agreement dated June 30, 2025 8-K 06-30-2025 10.1 10.21 Form of Common Stock Warrant dated June 30, 2025 8-K 06-30-2025 10.2 10.22 Form of Registration Rights Agreement dated June 30, 2025 8-K 06-30-2025 10.4 10.23 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 10.24 Form of Exchange Agreement dated August 5, 2025 10-Q 08-08-2025 10.35 10.25 # Employment Agreement, effective as of July 1, 2025, between Auddia Inc. and Jeffrey Thramann 8-K 09-12-2025 10.2 10.26 Form of Merger Support Agreement 8-K 02-17-2026 10.1 10.27 Form of Merger Lock-Up Agreement 8-K 02-17-2026 10.2 10.28 Form of Securities Purchase Agreement by and among the Registrant and Purchasers dated April 24, 2026 8-K 04-27-2026 10.1 10.29 Form of April 2026 Exchange Agreement 8-K 04-29-2026 10.1 19.1 Insider Trading Policy 10-K 03-05-2025 19.1 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 97.1 101.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. 34 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, Director By: /s/ John Mahoney John Mahoney Chief Financial Officer Date: May 15, 2026 35