UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.02 Termination of a Material Definitive Agreement.
As previously reported on March 28, 2025, by Collective Audience, Inc. (the “Company”) on a Current Report to Form 8-K filed with the Commission, on March 21, 2025 (the “Original 8-K”), the Company entered into that certain Debt for Equity Exchange Agreement (the “Abri Exchange Agreement”) with Abri Capital Partners, LLC (“Abri”). Pursuant to the Abri Exchange Agreement, the Company converted certain outstanding debt in the amount of $2,629,112 owed by the Company to Abri, into 21,033 shares of Series A Preferred Stock (the “Series A Preferred”) to be created by the Company (the “Abri Exchange Shares”), in accordance with the terms thereof.
On March 21, 2025, the Company entered into that certain Debt for Equity Exchange Agreement (the “Bordes Exchange Agreement,” and together with Abri Exchange Agreement, the “Exchange Agreements”) with Peter Bordes, the Company’s chief executive officer. Pursuant to the Bordes Exchange Agreement, the Company converted certain outstanding debt in the amount of $300,000 owed by the Company to Bordes into 7,978 shares of Series A Preferred (the “Bordes Exchange Shares,” and together with the Abri Exchange Shares, the “Exchange Shares”), in accordance with the terms thereof.
On April 11, 2025, the Company, by action of the Board, terminated the Exchange Agreements, which includes termination of the issuance of the Exchange Shares and reinstatement of the debt extinguished thereunder (the “Exchange Termination”). Each of Abri and Mr. Bordes consented to the Exchange Termination. As described below, the Certificate of Designation for the Series A Preferred was not effective, and thus the Exchange Shares were not issued.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series A Preferred Stock
As previously reported on the Original 8-K, the Company filed a Certificate of Designation of Series A Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 10,000,000 shares of the Company’s preferred stock as Series A Preferred Stock.
Notwithstanding the foregoing, the Series A Certificate of Designation was not deemed effective, and thus the Series A Preferred were neither authorized nor issued. As such, as of the date of this Current Report, the Company has no classes of stock authorized, issued or outstanding other than its common stock, par value $0.0001 per share.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 12, 2025
| COLLECTIVE AUDIENCE, INC. | |||
| By: | /s/ Peter Bordes | ||
| Name: Peter Bordes | |||
| Title: Chief Executive Officer | |||
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