AUUD · Auddia Inc.

On April 23, 2026, Auddia Inc. entered into an Exchange Agreement with accredited investors to exchange 750 outstanding shares of Series C convertible preferred stock (including accrued dividends) for 216,525 shares of common stock at an exchange price of $3.91 per common share. This transaction eliminates all Series C preferred stock from the company's capital structure, simplifying the equity and potentially reducing future dividend obligations. The exchange was conducted under the exemption from registration provided by Section 3(a)(9) of the Securities Act, meaning the common shares issued are freely tradable without restrictive legends. The move reflects a strategic effort to streamline the company's capitalization and remove a layer of preferred equity that may have carried preferential rights or conversion features. For investors, the elimination of the Series C preferred stock removes a potential overhang and simplifies the equity story, though the dilution from the issuance of over 200,000 common shares should be considered.