AUDDIA INC. 8-K

What Happened
Auddia Inc. (AUUD) announced on Feb. 2, 2026 that it agreed to extend the exclusivity period under a non‑binding letter of intent (LOI) with Thramann Holdings, LLC to Feb. 16, 2026. The LOI, originally announced Aug. 5, 2025, contemplates a business combination that would turn Auddia into a public AI‑native holding company, with Auddia trading under a new name and ticker and the portfolio companies of both parties becoming subsidiaries. Auddia’s board formed a special committee (announced July 9, 2025) to evaluate the transaction and the latest extension allows the committee’s fairness‑opinion provider to update its analysis while the parties negotiate definitive documents.

Key Details

• LOI announced: Aug. 5, 2025; original exclusivity was 30 days (expired Sept. 3, 2025) and has been extended multiple times; current exclusivity now expires Feb. 16, 2026.
• Special committee formed: July 9, 2025 to evaluate the proposed business combination and oversee fairness review.
• Transaction conditions: expected to include board and stockholder approvals, regulatory approvals, effectiveness of a registration statement for issuing Auddia common stock, and continued Nasdaq listing.
• Purpose of extension: to permit the special committee’s fairness‑opinion provider to update its analysis given time needed to negotiate definitive transaction documents.

Why It Matters
For investors, the 8‑K signals ongoing, active negotiations toward a strategic restructuring that could materially change Auddia’s business mix and public profile (new holding‑company structure, name and ticker). However, the LOI is non‑binding and the deal remains subject to multiple approvals and regulatory steps; there is no definitive agreement yet. The extension sets a near‑term timeline (on or before Feb. 16, 2026) for the special committee’s consideration, so shareholders should watch for further filings or a definitive agreement for concrete terms.