What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2026-05-15 compared with 2025-11-06 · 21 added, 36 removed, 68 unchanged (46% of the section changed)

Other Information

quarter ended September 30, 2025, 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

In July and August 2025,

we issued 360,000 shares of Common stock under our existing Equity Line Common Stock Purchase Agreement for total proceeds of $1.9 million.

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 132,724 shares of common

stock at an exchange price of $4.486 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”).

The foregoing description

of the Exchange Agreements is a summary only, does not purport to be complete and is qualified in its entirety by the full text of the

form of Exchange Agreement, a copy of which is attached as Exhibit 10.35 and incorporated herein by reference.

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.

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.

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.

Description of Document

Incorporated by reference from

by reference from Form

At-The-Market Issuance Sales Agreement, dated August 22, 2025, by and between Auddia Inc.

and Ascendiant Capital Markets, LLC.

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

and Thramann Holdings, LLC

Form of Plan of Conversion

Certificate of Incorporation of the Company

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

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

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

Certificate of Amendment to the Certificate of Incorporation of the Company dated March 30, 2026

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

3 unchanged sentences

Form of Warrant after Conversion from an LLC to a Corporation

Form of IPO Series A Warrant

Form of Merger Holding Company Special Preferred Stock Certificate of Designations

Form of Common Stock Certificate

1 unchanged sentence

Description of Securities

Form of Merger Holding Company Senior Note

Form of April 2026 Pre-funded Warrant

Form of April 2026 Common Stock Warrant

Form of Auddia Inc.

1 unchanged sentence

Agreement with Major United States Broadcast Company

Form of IPO Series A Warrant Agent Agreement

First Amendment to 2020 Equity Incentive Plan

8 unchanged sentences

Description of Document

Incorporated by reference from

Secured Promissory Bridge Note dated November 14, 2022

Common Stock Warrant dated November 14, 2022

Security Agreement dated November 14, 2022

Secured Promissory Bridge Note dated November 14, 2022

by reference from Form

Common Stock Warrant dated November 14, 2022

Security Agreement dated November 14, 2022

Secured Promissory Bridge Note dated April 17, 2023

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

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

Form of 2023 Placement Agency Agreement

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

and the Investors named therein

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

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

and Jeffrey Thramann

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

Form of Securities Purchase Agreement dated April 23, 2024

Form of Common Stock Warrant dated April 23, 2024

9 unchanged sentences

and Jeffrey Thramann

Form of Merger Support Agreement

Form of Merger Lock-Up Agreement

Form of Securities Purchase Agreement by and among the Registrant and Purchasers dated April 24, 2026

Form of April 2026 Exchange Agreement

Insider Trading Policy

22 unchanged sentences

Chief Financial Officer

November 6, 2025

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

What changed 10-Q

Item 5. Other Information