AUDDIA INC. 10-Q

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