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): ~~November 18,~~January ~~2024~~24, 2025

COLLECTIVE AUDIENCE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40723		86-2861807
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

85 Broad Street

New York, NY 10004

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (808) 829-1057

N/A
(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 each exchange
on which registered

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 x

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 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers.

OnEffective ~~November~~January 1824, ~~2024~~2025, ~~Collective~~Joseph ~~Audience,~~Zawadzki ~~Inc.,~~resigned as a ~~Delaware~~member ~~corporation~~of the board of directors (the “~~Company~~Board”) of Collective Audience, ~~issued~~Inc., a ~~press~~Delaware ~~release~~corporation (~~“Preliminary Earnings~~the ~~Release~~“Company”) ~~announcing certain preliminary financial~~ and ~~operating~~as ~~results~~Chairman ~~for~~of the ~~quarter~~Board, ~~ended~~creating ~~September~~a ~~30,~~vacancy ~~2024.~~in ~~A copy~~the members of the ~~press~~Board ~~release~~(the is“Director ~~furnished~~Vacancy”) ~~as Exhibit~~and ~~99.1 to~~of ~~this~~the ~~Current~~Chairman ~~Report~~of onthe ~~Form~~Board ~~8-K.~~(the ~~You~~“Chairman ~~are advised that financial~~Vacancy”). ~~information~~Mr. inZawadzki’s ~~the~~resignation ~~Preliminary~~was ~~Earnings~~not ~~Release for~~ the ~~quarter~~result ~~ended~~of ~~September~~any ~~30,~~dispute ~~2024~~or isdisagreement ~~still~~with ~~under~~the ~~review~~Company ~~and~~or ~~may differ once reported in~~ the ~~Company’s~~Board ~~unaudited~~on ~~condensed~~any ~~financial~~matter ~~statements~~relating to ~~for~~ the ~~quarter ended September 30~~operations, ~~2024~~policies toor bepractices ~~filed~~of by the Company.

~~The~~Effective ~~Preliminary~~January ~~Earnings~~24, ~~Release~~2025, ~~contains certain statements and information that speak to~~ the ~~Company’s~~Board ~~expectations~~appointed orAndrew ~~predictions of the future~~Q. ~~These~~Kraft ~~statements and information may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,~~ as ~~amended~~a ~~(the~~director ~~“Securities Act”), and Section 21E~~ of the ~~Securities~~Company ~~Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are subject~~ to ~~risks~~fill ~~and uncertainties, many of which are beyond~~ the ~~Company’s~~Director ~~control~~Vacancy, ~~which could cause the Company’s actual results~~ to ~~differ~~serve ~~materially from those expressed~~ in or ~~implied by these statements. Please see the Company’s disclosures regarding risk factors and forward-looking statements in its~~such ~~filings~~role ~~with~~until ~~the~~his ~~Securities~~successor ~~and~~is ~~Exchange~~elected ~~Commission (the “SEC”) (including its Current Reports on Form 8-K, Quarterly Reports on Form 10-Q,~~ and ~~most~~qualified ~~recent~~or ~~Annual~~until ~~Report~~his onearlier ~~Form 10-K~~death, asresignation ~~amended) for a discussion of the known material factors that could cause the Company’s actual results to differ materially from those indicated~~ or ~~implied by such forward-looking statements~~removal.

~~The~~There ~~information~~is inno ~~this~~arrangement ~~Item~~or 2understanding between Mr.02 Kraft and ~~Exhibit~~ ~~99.1 attached~~any ~~hereto~~other ~~will~~person ~~not~~pursuant beto ~~deemed~~which ~~“filed”~~Mr. ~~for~~Kraft ~~purposes~~was appointed as a member of the ~~Section~~Board. 18There are no family relationships between Mr. Kraft and any of the ~~Exchange~~Company’s ~~Act~~directors, executive officers or ~~otherwise~~persons ~~subject~~nominated or tochosen by the ~~liabilities~~Company ofto ~~that~~become ~~section,~~a ~~nor~~director ~~will~~or itexecutive beofficer. ~~deemed~~Mr. ~~incorporated~~Kraft byhas ~~reference~~ not engaged in any ~~filing~~related-person ~~under~~transactions ~~the~~required to ~~Securities~~be ~~Act~~disclosed orby ~~the~~Item ~~Exchange~~404(a) ~~Act,~~of ~~except~~Regulation asS-K ~~expressly~~under ~~set~~the ~~forth~~Securities byExchange ~~specific~~Act ~~reference~~of in1934, ~~such~~as ~~filing~~amended.

~~Item~~Effective January ~~7.01.~~24, ~~Regulation~~2025, FDthe ~~Disclosure~~Board also appointed Peter Bordes, who currently serves as the Chief Executive Officer of the Company and a member of the Board, as the Chairman of the Board to fill the Chairman Vacancy, to serve in such role his successor is elected and qualified or until his earlier death, resignation, or removal.

~~The information set forth under “Item~~ 2.02 Results of Operations and Financial Condition” of this Current Report on Form 8-K with respect to the reporting of certain preliminary financial information of the Company is incorporated into this Item 7.01 by reference.

~~The information in this~~ Item 7.01 ~~will~~Regulation ~~not~~FD be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filingDisclosure.

2On January 29, 2025, the Company issued a press release on the aforementioned board changes. A copy of this release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

~~Forward-Looking~~The ~~Statements~~information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

~~This Current Report on Form 8~~Forward-~~K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section~~Looking 21E of the Exchange Act. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. Such statements are only predictions and the Company’s actual results may differ materially from those anticipated in these forward-looking statements.Statements

~~There may~~This beCurrent ~~events in the future that the Company is not able to accurately predict or control. Factors that may cause such differences include~~Report, ~~but~~including ~~are~~Exhibit ~~not~~99.1 ~~limited~~attached tohereto, ~~those~~contains ~~discussed~~certain ~~under risk factors in the Company’s Annual Report on Form 10~~forward-Klooking ~~for~~statements ~~the~~that ~~year~~involve ~~ended~~substantial ~~December 31,~~risks ~~2023~~ and ~~other~~uncertainties. When ~~filings~~used ~~filed with the SEC~~herein, ~~including~~ the ~~uncertainties~~terms ~~associated~~“anticipates,” ~~with the Company’s lack of profitability~~“expects, ~~its~~” ~~continued capital needs~~“estimates,” ~~its lack of a long operating history~~“believes,” ~~its growth strategy~~ “will” and ~~related~~similar ~~risks.~~expressions, ~~Forward-looking statements speak only~~ as ~~of the date~~ they ~~are~~relate ~~made.~~to ~~The~~us ~~Company~~or ~~does~~our ~~not~~management, ~~assume~~are ~~any~~intended ~~obligation~~ to ~~update~~identify such forward-looking statements ~~as circumstances change~~. ~~The Company gives no assurance that it will achieve its expectations.~~

~~You~~Forward-looking statements ~~may~~in ~~access~~this ~~the~~Current ~~Company’s~~Report, ~~SEC~~including ~~filings~~Exhibit by99.1 ~~visiting~~attached ~~SEC’s~~hereto, ~~website~~or athereafter, ~~http://www.sec.gov.~~including ~~This~~in ~~Current~~other ~~Report~~publicly ~~does~~available documents filed with ~~not~~the ~~constitute~~Securities anand ~~offer~~Exchange orCommission, ~~invitation~~reports ~~for~~to the ~~sale~~stockholders orof ~~purchase~~the ofCompany ~~securities~~and other publicly available statements issued or toreleased by ~~engage~~us ininvolve ~~any~~known and unknown risks, uncertainties and other ~~transaction~~factors ~~with~~which could cause our actual results, performance (financial or operating) or achievements to differ from the ~~Company~~future results, performance (financial or operating) or achievements expressed or implied ~~its~~by ~~affiliates~~such forward-looking statements. ~~The~~Such ~~information~~future inresults ~~this~~are ~~Current~~based ~~Report~~upon ismanagement’s ~~not~~best ~~targeted~~estimates atbased upon current conditions and the ~~residents~~most recent results of ~~any~~operations. ~~particular~~These ~~country~~risks orinclude, ~~jurisdiction~~but ~~and is~~are not ~~intended~~limited ~~for distribution~~ to, orthe ~~use~~risks ~~by,~~set ~~any~~forth ~~person~~herein and in ~~any~~such ~~jurisdiction~~other ordocuments filed ~~country~~with ~~where~~the ~~such~~Securities ~~distribution~~and orExchange ~~use~~Commission, ~~would~~each beof ~~contrary to~~which ~~local~~could ~~law~~adversely oraffect ~~regulation~~our business and the accuracy of the forward-looking statements contained herein.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Press Release, dated November 18, 2024.
104	Cover Page Interactive Data File

(d) Exhibits.

Portions of this report may constitute “forward-looking statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the SEC.

Exhibit No.	Description
99.1	Press Release, dated January 29, 2025.
104	Cover Page Interactive Data File

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: ~~November~~January 1830, ~~2024~~2025

	COLLECTIVE AUDIENCE, INC.

	By:	/s/ Peter Bordes
		Name: Peter Bordes
		Title: Chief Executive Officer

Filing Compare · Collective Audience, Inc.