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
Date of Report (Date of Earliest Event Reported):
October 6, 2026 (
(Exact name of registrant as specified in its charter)
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On October 6, 2026, Auddia Inc. (“Auddia” or the “Company”) cancelled its special stockholder meeting that was originally scheduled for September 23, 2026, but was previously adjourned to October 7, 2026.
The purpose of the meeting was to vote, among other items, on the adoption of the Agreement and Plan of Merger, dated as of February 17, 2026 (the “Merger Agreement”), by and among Auddia, McCarthy Finney, Inc., a Delaware corporation (“Holdco”), Auddia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Auddia Merger Sub”), Thramann Merger Sub LLC, a Colorado limited liability company and wholly owned subsidiary of Holdco (“Thramann Merger Sub” and together with Auddia Merger Sub, the “Merger Subs”), and Thramann Holdings, LLC, a Colorado limited liability company (“Thramann”), and the transactions contemplated thereby (such proposal, the “Business Combination Proposal”).
Based on the proxies and ballots received to date, there were not sufficient votes to approve the Business Combination Proposal.
Approximately 89% of votes cast on the Business Combination Proposal were in favor of transaction. Under Delaware law, however, the transaction requires approval by a majority of the outstanding common shares entitled to vote at the meeting. The number of favorable votes cast was less than this required level.
The Company expects to reschedule the stockholder meeting (with a new record date) in the near future to convene a vote on the proposed transaction.
| Item 8.01 | Other Events. |
On October 6, 2026, the Company issued a press release announcing the cancelation of the special meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following documents are included as exhibits to this report:
| Exhibit Number |
Description | |
| 99.1 | Press Release issued by the Company on October 6, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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. | ||
October 6, 2026 |
By: | /s/ John E. Mahoney |
| John E. Mahoney | ||
| Chief Financial Officer | ||
| 3 |