8-K - Auddia Inc. | StockGist

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Auddia Inc. entered into a definitive merger agreement with Thramann Holdings, LLC on February 17, 2026, forming McCarthy Finney, Inc. as the new holding company where Thramann holders receive ~80% economic interest and Auddia common stockholders ~20%, subject to net cash adjustments at closing requiring at least $12M cash.

Key Takeaways

1Merger agreement dated February 17, 2026 between Auddia, Holdco (McCarthy Finney, Inc.), merger subs, and Thramann Holdings, LLC.

2Thramann holders receive Holdco Special Preferred Stock (~80% economic interest) and $3.5M non-convertible Holdco Notes.

3Auddia common stock converts 1:1 to Holdco common stock (~20% economic interest); preferred stock converts 1:1 to Holdco Series C preferred.

4Closing conditions include Auddia net cash ≥$12M, stockholder approval, S-4 effectiveness, Nasdaq listing approval.

5Special Committee approved; fairness opinion from Houlihan Lokey received.

6Expected board: Jeffrey Thramann (CEO), John Mahoney (CFO), and Auddia's four directors continuing.

Current Report Details

Event Type

Material Agreement

Regulation Fd

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. Merger Agreement On February 17, 2026, Auddia Inc., a Delaware corporation (“Auddia”), entered into an Agreement a

Material Agreement

Source Document

7.01

, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchan

Regulation Fd

9.01

. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. Audited financial statements of Thramann Holdings, LLC and its combined su

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Agreement and Plan of Merger
Parties: McCarthy Finney, Inc. (Holdco), Auddia Merger Sub, Inc., Thramann Merger Sub LLC, Auddia Inc., Thramann Holdings, LLC

•Thramann Merger: Thramann Merger Sub merges into Thramann (Thramann survives as Holdco subsidiary)
•Auddia Merger: Auddia Merger Sub merges into Auddia (Auddia survives as Holdco subsidiary)
•Thramann consideration: Holdco Special Preferred Stock per Thramann Preferred Stock Exchange Ratio + $3.5M Holdco Notes per Thramann Notes Exchange Ratio
•Auddia common stock: 1:1 conversion to Holdco common stock
•Auddia preferred stock: 1:1 conversion to Holdco Series C preferred stock
•Ownership: Thramann holders ~80% economic interest, Auddia common holders ~20% (adjustable based on Auddia net cash: +0.50% per $1M above $20M, -0.50% per $1M below $12M)
•Closing conditions: Auddia net cash ≥$12M, stockholder approval, S-4 effective, Nasdaq listing
•Termination fee: $600K payable by Auddia to Thramann under certain circumstances + up to $200K expense reimbursement

Exhibits (11)

10.1

SUPPORT AGREEMENT

10.2

LOCK-UP AGREEMENT

2.1

AGREEMENT AND PLAN OF MERGER

23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3.1

CERTIFICATE OF DESIGNATIONS

4.1

FORM OF SENIOR NOTE

8-K

FORM 8-K

99.1

PRESS RELEASE

99.2

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

99.3

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

99.4

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION