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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): March 6, 2026

 

AUDDIA INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40071   45-4257218

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1680 38th Street, Suite 130    
Boulder, Colorado   80301
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (303) 219-9771

 

Not Applicable

Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of exchange on which registered
Common Stock AUUD The Nasdaq Stock Market LLC

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

   

 

 

Item 9.01. Financial Statements and Exhibits.

 

(a)Financial statements of businesses acquired.

 

Audited financial statements of Thramann Holdings, LLC and its combined and consolidated subsidiaries as of and for the years ended December 31, 2025 and 2024, and the notes related thereto, as well as the related Report of Independent Public Accounting Firm, which are included in Exhibit 99.1 hereto and are incorporated herein by reference.

 

(b)Pro forma financial information.

 

Unaudited pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of and for the years ended December 31, 2025 and 2024, and the notes related thereto, which are included in Exhibit 99.2 hereto and are incorporated herein by reference.

 

 

Exhibit

Number

  Description
     
23.1   Consent of Haynie & Company, the independent auditors of Thramann Holdings, LLC
     
99.1   Audited combined financial statements of Thramann Holdings, LLC as of and for the years ended December 31, 2025 and 2024
     
99.2   Unaudited pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of and for the year ended December 31, 2025 and 2024
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 9 

 

 

SIGNATURES

 

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.

 

  AUDDIA INC.
     

March 6, 2026

By: /s/ John Mahoney
    John Mahoney
   

Chief Financial Officer

 

 

 

 

 10 

 


ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

AUDITED COMBINED FINANCIAL STATEMENTS OF THRAMANN HOLDINGS, LLC

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF AUDDIA INC. AND THRAMANN HOLDINGS, LLC

XBRL SCHEMA FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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