AUUD · Auddia Inc.

This filing discloses a material financing event: Auddia Inc. launched a public offering on April 24, 2026, structured to raise ~$12 million in gross proceeds through a combination of common stock, pre-funded warrants, and accompanying common warrants. The offering’s design—featuring pre-funded warrants with a $0.001 exercise price—effectively converts a portion of the capital raise into immediately available equity without future dilution risk from unexercised warrants, while the common warrants provide additional upside potential tied to future stock performance. The $10.9 million in net proceeds is explicitly earmarked for working capital and general corporate purposes, indicating near-term liquidity enhancement rather than a targeted strategic initiative like an acquisition or R&D milestone. Critically, the common warrants’ expiration is contractually linked to the pending merger with McCarthy Finney, Inc. and Thramann Holdings, LLC (per the February 17, 2026 Merger Agreement), meaning their value and exercisability are contingent on that transaction’s outcome—a key risk factor for warrant holders. The 90-day lock-up and 7% placement fee reflect standard market terms for a small-cap offering but constrain near-term capital flexibility and reduce net efficiency. Given the size relative to the company’s scale, the explicit use case, and the structural linkage to a transformative merger, this financing materially impacts capital structure, dilution profile, and strategic optionality—and signals continued reliance on external equity funding amid ongoing operations.