AUDDIA INC. 8-K

What Happened

• Auddia Inc. (NASDAQ: AUUD) formed a special committee on July 9, 2025 to evaluate a transaction to restructure into an AI‑native holding company. On August 5, 2025 the company announced it entered a non‑binding letter of intent (LOI) with Thramann Holdings, LLC for a proposed business combination.
• The LOI would make Auddia the public holding company (trading under a new name and ticker) with the portfolio companies of Thramann and Auddia becoming subsidiaries. The parties originally agreed to a 30‑day exclusivity period (expiring Sept 3, 2025) and have since agreed to multiple extensions. On January 16, 2026 the exclusivity period was extended to January 31, 2026, and the special committee expects to complete its consideration by that date.

Key Details

• LOI status: non‑binding agreement announced Aug 5, 2025.
• Latest exclusivity extension: agreed Jan 16, 2026; exclusivity now expires Jan 31, 2026.
• Proposed structure: Auddia would become a public holding company with a new name/ticker; Thramann and Auddia portfolio companies would become subsidiaries.
• Closing conditions: deal would require customary approvals — board and stockholder approvals, regulatory approvals, effectiveness of a registration statement for issuing Auddia common stock, and continued Nasdaq listing.

Why It Matters

• This is a potential merger/acquisition-style transaction that could materially change Auddia’s business mix and strategy by positioning it as an AI‑focused holding company.
• The LOI is non‑binding and the transaction remains subject to multiple conditions and approvals, so there is no guarantee it will close. Investors should watch for a definitive agreement, any proxy or registration filings, and updates on Nasdaq listing status and shareholder votes.