As filed with the Securities and Exchange Commission on ~~May~~April 163, ~~2025~~2026.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Auddia Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

7371

(Primary Standard Industrial

Classification Code Number)

45-4257218

(I.R.S. Employer Identification Number)

1680 38th Street, Suite 130

Boulder, Colorado 80301
(303) 219-9771
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

~~Michael~~Jeffrey Lawless Chief Executive Officer Auddia Inc. 1680 38th Street, Suite 130 Boulder, Colorado 80301 (303) 219-9771 (Name, address, including zip code, and telephone number, including area code, of agent for service)Thramann

Chief Executive Officer
Auddia Inc.
1680 38^th Street, Suite 130
Boulder, Colorado 80301
(303) 219-9771
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

	Jennifer L. Porter, Esq.	Rick Werner
James H. Carroll, Esq.	Justin Platt, Esq.	Alla Digilova
Carroll Legal LLC	Goodwin Procter LLP	Haynes and Boone, LLP
1449 Wynkoop Street, Suite 507	~~2005~~3025 ~~Market~~John ~~Street,~~F. ~~32nd~~Kennedy ~~Floor~~Boulevard	30 Rockefeller Plaza, 26th Floor
Denver, CO 80202	Philadelphia, PA ~~19103~~19104	New York, New York 10112
(303) 888-4859	(445) 207-~~7805~~7806	(212) 659-7300

Approximate date of commencement of the proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(b) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information ~~contained~~ in this preliminary ~~prospectus~~ prospectus is not complete and may be changed. ~~Neither~~We ~~we nor the selling securityholder~~ may not sell ~~these~~the securities until the ~~registration statement~~Registration Statement filed with the Securities and Exchange Commission, of which this prospectus is a part, is effective. This preliminary prospectus is not an offer to sell these securities ~~and~~ and is not soliciting ~~offers~~an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Preliminary Prospectus Subject to Completion, dated ~~May~~April 163, ~~2025~~2026

AUDDIA INC.

Up 5to 2,~~000~~201,~~000~~834 to Shares of Common Stock

~~This~~Up ~~prospectus~~to ~~relates~~2,201,834 toPre-Funded ~~the~~Warrants ~~offering~~to ~~and~~Purchase ~~resale~~Shares ~~by White Lion Capital LLC (“White Lion” or the “Selling Securityholder”)~~ of upUp to 52,~~000~~201,~~000~~834 ~~shares~~Shares of ~~our~~ ~~common~~Common ~~stock, par value $0.001 per share.~~Stock

~~The~~Up ~~shares of common stock being offered by the Selling Securityholder have been or may be issued and sold~~ to ~~the Selling Securityholder pursuant to the purchase agreement (the “Purchase Agreement”) effective as of November 25~~2, ~~2024~~201,834 ~~that~~Common weWarrants ~~entered~~to ~~into with White Lion. See “The White Lion Transaction” for a description of the~~ Purchase ~~Agreement and “Selling Securityholder” for additional information regarding White Lion.~~ ~~The~~Up prices at which White Lion may resell the shares offered hereby will be determined by the prevailing market price for the shares or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of common stock by the Selling Securityholder. However, we may receive proceeds of up to ~~$10 million from the sale of our common stock to the Selling Securityholder pursuant to the Purchase Agreement and registered hereby~~2,201,834 ~~once~~Shares ~~the registration statement that includes this prospectus is declared effective. There can be no assurances that White Lion will sell any or all~~ of ~~the~~Common ~~securities offered under this prospectus.~~Stock

WeUp ~~have~~to ~~already 25~~4,~~000~~403,668 ~~issued~~Shares ~~shares~~ of Common ~~stock~~ toStock ~~White~~underlying Pre-Funded ~~Lion~~Warrants ~~under the Purchase Agreement for proceeds of $ 0.1 million~~ and ~~have~~Common an effective registration statement (No. 333-283939) (the “Initial Registration Statement”) that registers the resale by White Lion of these shares. We are filing this registration statement to register for resale additional shares of our common stock not covered by the Initial Registration Statement.Warrants

~~The~~We ~~Selling~~are ~~Securityholder~~offering ~~may~~up ~~sell~~to or2,201,834 ~~otherwise dispose~~shares of ~~the~~our common stock, par value $0.001 per share (“common stock”), or up to 2,201,834 pre-funded warrants to purchase up to 2,201,834 shares of common stock ~~described~~(“Pre-Funded Warrants”) in ~~this~~lieu ~~prospectus~~thereof, inand aup ~~number~~to of2,201,834 ~~different~~accompanying ~~ways~~common ~~and~~warrants atto ~~varying~~purchase up ~~prices.~~to ~~See~~2,201,834 ~~“Plan~~shares of ~~Distribution~~our common stock (“Common Warrants”). ~~for~~Each ~~more~~share ~~information~~of ~~about~~common ~~how~~stock ~~the~~(or ~~Selling~~a ~~Securityholder~~pre-funded ~~may~~warrant ~~sell~~in orlieu thereof) ~~otherwise~~is ~~dispose~~being ofoffered ~~the~~and ~~shares~~sold together with an accompanying Common Warrant to purchase one share of common stock ~~being~~at ~~registered~~an ~~pursuant~~assumed tocombined public ~~this~~offering ~~prospectus.~~price ~~The~~of ~~Selling~~$5.45. ~~Securityholder~~This isprospectus analso ~~“underwriter”~~relates ~~within~~to the ~~meaning~~offering of ~~Section 2(a)(11)~~the shares of ~~the~~our ~~Securities~~common ~~Act~~stock issuable upon the exercise of ~~1933,~~such asPre-Funded ~~amended~~Warrants and Common Warrants.

~~The~~Each ~~Selling~~Common ~~Securityholder~~Warrant will ~~pay~~have ~~all~~an ~~brokerage~~assumed exercise ~~fees~~price ~~and~~of ~~commissions~~$5.45 ~~and~~per ~~similar~~share ~~expenses.~~(which We will ~~pay~~be no less than 100% of the ~~expenses~~assumed ~~(except~~combined ~~brokerage~~public ~~fees~~offering price per share and ~~commissions~~common warrants to be sold in this offering), be immediately exercisable and ~~similar~~will ~~expenses~~expire upon the earlier of: (i) ~~incurred~~the 5-year anniversary of the date of inissuance; ~~registering~~or (ii) the ~~shares~~consummation of ~~common~~the ~~stock~~transactions ~~offered~~contemplated ~~hereby~~by certain Agreement and Plan of Merger, ~~including~~as ~~legal~~may be amended, dated as of February 17, 2026, by and ~~accounting~~among, ~~fees~~McCarthy Finney, Inc., ~~See~~Auddia ~~“Plan~~Merger ofSub, ~~Distribution~~Inc., Thramann Merger Sub LLC, and us (the “Merger”).

~~Our~~The shares of common stock isand ~~listed on~~ the ~~Nasdaq Capital~~accompanying ~~Market~~Common ~~under~~Warrants ~~the~~are ~~symbol~~immediately ~~“AUUD.”~~separable Onand ~~May~~will ~~15,~~be ~~2025,~~issued ~~the closing price for our common stock~~separately, asbut ~~reported~~can ononly ~~the~~be ~~Nasdaq~~purchased ~~Capital Market,~~together ~~was $4.20 per share. Our warrants offered~~ in ~~connection~~this ~~with our initial public~~ offering ~~(the “Series A Warrants”) are quoted on the Nasdaq Capital Market under the symbol “AUUDW~~.~~” The last reported sale price of our Series A Warrants on the Nasdaq Capital Market on May 15, 2025 was $0.03 per Series A Warrant.~~

~~During~~Our ~~2022,~~common ~~2023~~stock ~~and~~is ~~2024,~~listed on the ~~Company~~Nasdaq ~~received~~Capital Market ~~notices from~~ (“Nasdaq ~~indicating~~”) ~~that~~under the ~~Company~~symbol ~~was~~“AUUD.” ~~not~~On inApril ~~compliance~~1, ~~with~~2026, ~~(i)~~the ~~Nasdaq~~last ~~Listing~~reported ~~Rule~~sale ~~5550(b)(1),~~price ~~which~~of ~~requires~~our ~~companies~~shares ~~listed~~of common stock on ~~The~~the Nasdaq ~~Stock~~ Capital Market towas ~~maintain~~$5.45 aper ~~minimum~~share. ofAll $2share,~~500,000~~ inCommon ~~stockholders’~~Warrant ~~equity~~and ~~for~~Pre-Funded ~~continued~~Warrant ~~listing~~numbers ~~(the~~are ~~“Equity~~based ~~Requirement”)~~on an assumed orcombined ~~(ii)~~public ~~Nasdaq~~offering ~~Listing~~price ~~Rule~~of ~~5550(a)(2)~~$5.45 ~~which~~per ~~requires~~share ~~companies~~and ~~listed~~the onaccompanying ~~The~~Common ~~Nasdaq~~Warrants ~~Stock~~and ~~Market~~$5.45 toper ~~maintain~~Pre-Funded aWarrant ~~minimum~~and the accompanying Common Warrants, based on the closing price of athe $Company’s Common Stock on April 1~~.00~~, ~~bid price~~2026 ~~for~~as ~~continued~~reported ~~listing~~on (the ~~“Minimum~~Nasdaq ~~Bid~~Capital ~~Price Requirement”)~~Market.

OnThere ~~May~~is ~~24,~~no ~~2024~~established public trading market for the Pre-Funded Warrants or the Common Warrants, and we ~~received~~do not expect a ~~letter~~market ~~from~~to develop. We do not intend to list the Pre-Funded Warrants or the Common Warrants on The Nasdaq ~~indicating~~Capital ~~that~~Market weor any other national securities exchange or nationally recognized trading ~~had~~system. ~~regained~~Without ~~compliance~~an ~~with~~active trading market, the ~~Equity~~liquidity ~~Requirement.~~of Wethe Pre-Funded Warrants or the Common Warrants will be ~~subject~~limited. toWe aanticipate that ~~Mandatory~~the ~~Panel~~shares ~~Monitor~~of ~~for~~our aCommon ~~period~~Stock ofto ~~one~~be ~~year~~issued ~~from~~upon ~~the date~~exercise of the ~~letter~~Common inWarrants ~~accordance~~and ~~with~~the ~~application~~Pre- ofFunded ~~Listing~~Warrants ~~Rule~~will ~~5815(d)(4)(B)~~trade on The Nasdaq Capital Market.

OnWe ~~October~~are ~~16,~~also ~~2024,~~offering weto ~~received~~certain apurchasers ~~written notice~~whose ~~from~~purchase ~~Nasdaq~~of ~~indicating~~common ~~that~~stock wein ~~were~~this ~~not~~offering would otherwise result in ~~compliance~~the purchaser, together with ~~the~~its ~~Minimum~~affiliates ~~Bid~~and ~~Price~~certain ~~Requirement~~related parties, beneficially owning more than 4.99% Onof ~~April~~our ~~14,~~outstanding ~~2025,~~shares of common stock immediately following the ~~Company~~consummation ~~received~~of this offering, athe ~~letter~~opportunity ~~from~~to ~~Nasdaq~~purchase, ~~indicating~~if ~~that~~any ~~the~~such ~~Company~~purchaser ~~has~~so ~~regained~~chooses, ~~compliance~~Pre-Funded ~~with~~Warrants ~~the~~in ~~Minimum~~lieu ~~Bid~~of ~~Price~~common ~~Requirement~~stock that otherwise would result in ~~Listing~~such ~~Rule~~purchaser’s ~~5550~~beneficial ownership exceeding 4.99% (aor, at the election of the purchaser, 9.99%) of our outstanding shares ~~(2)~~of common stock. ~~See~~The ~~“Risk~~assumed ~~Factors~~combined public offering price of each Pre-Funded ~~“We~~Warrant ~~may~~with ~~not~~an beaccompanying ~~able~~Common toWarrant ~~continue~~is ~~our~~$5.45, ~~current~~the closing ~~listing~~price of ~~our~~the ~~common~~Company’s ~~stock~~Common Stock on April 1, 2026 as reported on the Nasdaq Capital Market, minus $0.001, Aand ~~delisting~~the exercise price of ~~our~~each ~~common~~Pre-Funded ~~stock~~Warrant ~~from~~will ~~Nasdaq~~be ~~could~~$0.001 ~~limit~~per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the ~~liquidity~~Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of ~~our~~shares of common stock, ~~increase~~we ~~its~~are ~~volatility~~offering ~~and~~will ~~hinder~~be ~~our~~decreased ~~ability~~on toa ~~raise~~one-for-one ~~capital~~basis.”

~~You~~The ~~should~~assumed ~~read~~combined public offering price used throughout this prospectus, ~~together~~has ~~with~~been included for illustration purposes only and may not be indicative of the final offering price. The actual public ~~additional~~offering ~~information~~price ~~described~~for ~~under~~our securities in this offering will be determined at the ~~headings~~time ~~“Where~~of ~~You~~pricing ~~Can~~and ~~Find~~may ~~More~~be ~~Information”~~at ~~carefully~~a ~~before~~discount ~~you~~to ~~invest~~the then-current market price. The final public offering price will be determined through negotiation between us and investors based upon a number of factors, including our history and our prospects, the industry in ~~any~~which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.

~~INVESTING~~You INshould ~~OUR~~read ~~SECURITIES~~this ~~INVOLVES~~prospectus, ~~RISKS.~~together with ~~SEE~~additional ~~THE~~information ~~“RISK~~described ~~FACTORS”~~under ONthe ~~PAGE~~heading 8“Where OFYou ~~THIS~~Can ~~PROSPECTUS~~Find ~~AND~~More ~~ANY~~Information” ~~SIMILAR~~carefully ~~SECTION~~before ~~CONTAINED~~you INinvest ~~ANY~~in ~~DOCUMENT INCORPORATED BY REFERENCE~~any ~~HEREIN~~of ~~CONCERNING~~our ~~FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES~~securities.

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 12 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN ANY DOCUMENT INCORPORATED BY REFERENCE HEREIN CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and are subject to reduced public company reporting requirements. See “Prospectus ~~dated ,~~Summary–Implications ~~2025~~of Being an Emerging Growth Company and a Smaller Reporting Company.”

This offering will terminate on May 15, 2026, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. There is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close.

There is no arrangement for funds to be received in escrow, trust or similar arrangement. Because there is no escrow account and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan.

We have engaged Dawson James Securities, Inc. (the “Placement Agent”) as our exclusive placement agent in connection with this offering. The Placement Agent is not purchasing or selling the securities offered by us, and is not required to arrange for the purchase or sale of any specific number or dollar amount of our securities, but will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. We have agreed to pay to the Placement Agent the Placement Agent fees set forth in the table, which assumes that we sell all of the securities offered by this prospectus. Because there is no minimum offering amount required as a condition to closing in this offering, the actual aggregate public offering price, Placement Agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth below and throughout this prospectus. See “Plan of Distribution” beginning on page 32 of this prospectus for more information.

Per Share of Common Stock and Accompanying Common Warrant

Per Pre-Funded
Warrant and Accompanying Common Warrant

Total

Public offering price

Placement Agent fees⁽¹⁾

Proceeds to us (before expenses)⁽²⁾⁽³⁾

(1)	We have agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in this offering. We also have agreed to reimburse the Placement Agent for certain of its offering-related expenses. See “Plan of Distribution” for a complete description of the compensation to be received by the Placement Agent.
(2)	We estimate the total expenses of this offering payable by us, excluding the Placement Agent fees, will be approximately $250,000. Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, Placement Agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above.
(3)	Does not include proceeds from the cash exercise of the Pre-Funded Warrants or Common Warrants, if any.

Delivery of the securities is expected to be made on or about   , 2026, subject to satisfaction of certain conditions.

Placement Agent

Dawson James Securities, Inc.

Prospectus dated , 2026

TABLE OF CONTENTS

Page

Prospectus Summary	1
Information Regarding Forward-Looking Statements	6
The Offering	7
Risk Factors	8
Information Regarding Forward-Looking Statements	10
The White Lion Transaction	11
Risk Factors	12
Market and Industry Data	1217
Use of Proceeds	1218
Dividend Policy	12
Dilution	19
Market for Registrant’s Common Equity, Related Stockholder Matters	13
Dividend Policy	20
Description of Capital Stock	13
Market for Registrant’s Common Equity, Related Stockholder Matters	21
Selling Securityholder	20
Description of Capital Stock	22
Plan of Distribution	21
Description of Securities We Are Offering	28
Legal Matters	23
Plan of Distribution	32
Experts	23
Material United States Federal Income Tax Considerations	35
Where You Can Find More Information	23
Legal Matters	41
Incorporation of Certain Information by Reference	24
Experts	42
Where You Can Find More Information	43
Incorporation of Certain Information by Reference	44

ABOUT THIS PROSPECTUS

The registration statement we filed with the Securities and Exchange Commission (the “SEC”) includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus, the related exhibits filed with the SEC, and the documents incorporated by reference herein before making your investment decision. You should rely only on the information provided in this prospectus and the documents incorporated by reference herein or any amendment thereto. You should not assume that the information contained in this prospectus or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference herein is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus or any related free writing prospectus is delivered, or securities are sold, on a later date. This prospectus contains or incorporates by reference summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or have been incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described in this prospectus under the heading “Where You Can Find More Information.”

You should rely only on the information that we have included or incorporated by reference in this prospectus and any related free writing prospectus that we may authorize to be provided to you. ~~Neither~~We wehave not, ~~nor~~and the ~~Selling~~Placement ~~Securityholder,~~Agent ~~have~~has not, authorized any dealer, salesman or other person to give any information or to ~~make~~ make any representation other than those contained or incorporated by reference in this prospectus or any related free writing prospectus ~~that~~ that we may authorize to be provided to you. You must not rely upon any information or representation not contained or incorporated by ~~reference~~ reference in this prospectus or any related free writing prospectus. This prospectus and any related free writing prospectus do not constitute an an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor ~~does~~ does this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

All references to shares of our common stock and per share information in this prospectus refer to the number of shares of common stock after giving effect to the Reverse Stock Split (defined below) effectuated on April 1, 2026, unless otherwise stated or the context otherwise requires.

This prospectus and the information incorporated by reference into this prospectus contain references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus and the information incorporated by reference into this prospectus, including logos, artwork, and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.

Prospectus Summary

The following summary highlights information contained elsewhere in this prospectus. This summary is not complete and may not contain all the information you should consider before investing in our common stock. You should read ~~this~~the entire prospectus ~~carefully~~, ~~especially~~ the ~~risks~~registration statement of ~~investing~~which inthis ~~our~~prospectus ~~common~~is ~~stock~~a part, ~~discussed~~and ~~under~~ the ~~heading~~information ~~“Risk~~incorporated ~~Factors”~~by ~~included~~reference ~~elsewhere~~into in this prospectus ~~and~~ in ~~the~~their ~~sections~~entirety, ~~titled~~including the “Risk Factors” ~~and~~ ~~“Management’s Discussion~~ and ~~Analysis of Financial Condition and Results of Operations” and~~ our financial statements and the related notes ~~thereto~~incorporated ~~included~~by inreference ~~our~~into ~~Annual~~this ~~Report~~prospectus, onbefore ~~Form~~purchasing ~~10-K~~our ~~for~~securities ~~the~~in ~~year~~this ~~ended December 31, 2023, before making an investment decision~~offering. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus and the documents incorporated by reference in this prospectus to “Auddia,” “the Company,” “we,” “us” and “our” refer to Auddia Inc. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Information Regarding Forward-Looking Statements.”

This prospectus includes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this prospectus are the property of their respective owners.

Overview

~~Auddia~~We ~~(the~~are ~~“Company”)~~an isartificial anintelligence (“AI ~~technology~~”) technology company headquartered in Boulder, CO that is reinventing how consumers engage with audio through the development of ~~its~~our faidr app, an industry-first audio platform, which utilizes proprietary AI technology to personalize and customize both radio and podcast listening experiences-and the Discovr Radio platform, a web-based portal that allows artists and record labels to promote songs on radio streams, through an integration with faidr.

faidr ~~allows~~historically allowed users to listen to AM/FM radio stations without unwanted commercial breaks. The app replaces these ad breaks in real time with ~~streaming~~songs ~~music~~supplied ~~similar~~by inDiscovr Radio, ~~format~~giving ~~and~~artists ~~genre~~exposure ~~to the~~on ~~radio~~mainstream ~~station being played~~airwaves. The faidr app represents the first-time consumers can combine the local content uniquely provided by AM/FM radio with commercial-free and personalized listening many consumers demand from digital-media consumption and preference-based new music discovery. In addition to commercial-free AM/FM, faidr includes podcasts ~~- also~~ with ~~ads~~its ~~removed~~Forward+ orad ~~easily skipped by listeners - as well as exclusive content, which includes new~~skipping ~~artist~~technology ~~discovery,~~on ~~curated music stations, and exclusive music podcasts that allow hosts to play full tracks within the episode~~iOS.

The combination of AM/FM streaming and ~~podcasting,~~new-music distribution, with ~~Auddia’s~~our unique, AI technology-driven differentiators, addresses large (radio streamers) and rapidly growing (~~podcast~~independent and ~~listeners~~emerging artists) audiences and customer bases.

We have developed our AI platform on top of Google’s TensorFlow open-source library that is being “taught” to know the difference between all types of audio content on the radio. For instance, the platform recognizes the difference between a commercial and a song and DJ conversation. Not only does the technology learn the differences between the various types of audio segments, but it also identifies the beginning and end of each piece of content.

The faidr app iswith ~~intended~~its ~~to be downloaded by consumers who are willing to pay for a customizable, commercial-free listening experience. Our~~ advanced features allow users ~~subscribers~~ to skip any content heard on the station and request audio content on-demand. We believe the faidr ~~App~~app represents a significant ~~differentiated~~ differentiated audio streaming product, the first to give audio streamers a more personalized middle ground between passive content like broadcast radio and fully on-demand content like Spotify. No other audio streaming app available today, including category leaders like TuneIn, iHeart, and Audacy, can compete with faidr’s full product offerings.

We launched an MVP version of faidr through several consumer trials in 2021 to measure consumer interest and engagement with the ~~App~~app. The full app launched on February 15, 2022, and included all major U.S. radio stations in the US. In February 2023, we added faidrRadio, our exclusive content offerings, to the app. Podcasts were added to the app for the iOS version before the end of Q1 2023 ~~as planned~~ and added to the Android app in May of 2023.

In the first quarter of 2025, we implemented new paywalls and are now testing various price points and marketing strategies aimed at optimizing subscription conversions. The Company continues to look for opportunities to improve the value faidr delivers to consumers through content enhancements, improvements in app functionality, and the development of new features. Through these ongoing improvements to the faidr app and the continuous optimization of the marketing message and strategy to reach the right audiences, the Company continues to pursue the product market fit required to support a significant increase in marketing spend to drive users and revenue.1

~~The~~We ~~faidr~~initially ~~mobile~~launched ~~App~~faidr iswith ~~available~~a ~~today~~B2C ~~through~~subscription ~~the~~model ~~iOS~~in February of 2022 and ~~Android~~transitioned ~~App~~to ~~stores~~a B2B subscription model in Q1 of 2026.

In August 2025, we announced a new B2B business model with a strategic shift to AI driven music discovery. We are targeting artists and labels for SaaS subscription access to ad-free AM/FM streaming listeners on the faidr app, while faidr users will enjoy free access to AI driven ad-free AM/FM streams on all music stations. Consumer subscriptions will no longer be required to enjoy faidr’s ad-free and content personalization listening experience.

New music platforms like Bandcamp and SoundCloud are integral tools for artists to connect with new fans and even monetize their content, but those platforms only cater to a subset of the total addressable market for an artist. We believe the largest group of potential fans for most artists remains on commercial radio, listening to music passively and not searching for new artists even though Company surveys and research indicate radio listeners are interested in hearing new music when listening to their favorite radio stations. Our new Discovr Radio platform delivers the experience of passively listening to commercial AM/FM radio streams while being exposed to new music instead of radio ads.

Unlike other new music discovery platforms, which allow artists to upload songs in the hopes that new listeners will find them among the other songs available, Discovr Radio delivers guaranteed plays to artists, leveraging AI to place their songs into radio feeds as part of a custom programming experience and as unique content during what would typically be an ad break. This gives artists opportunities to be heard by the many millions of streaming radio listeners worldwide.

The new Discovr Radio platform consists of a new AI Placement Engine and Artist Portal. The AI Placement Engine aims to put the right new song in front of the right listener, on the right station, adjacent to the right artist, to optimize music discovery and the connection between artists and fans. The Artist Portal gives artists performance analytics on number of total plays, likes and dislikes, demographic data, and facilitate the connection of artists to their new fans. In addition to streaming songs on live radio streams, the Discovr Radio offering will eventually allow artists and labels to launch campaigns on streaming apps to promote new songs, albums, and tours.

Auddia is evolving its business model from direct-to-consumer to business-to-business, shifting its focus from individual radio-streaming subscribers to artists and labels as subscribers. Through a modest monthly subscription, artist and label customers gain guaranteed radio plays-offering a new channel for music promotion.

The faidr mobile App is available today through the iOS and Android App stores and the MVP version of the Discovr Radio platform was released on January 20, 2026. The MVP is expected to be supported by a pilot program of participating customers.

Since the release of Discovr Radio, participating artists are seeing an average of 116 plays over radio per week. In addition to plays and likes, faidr users have been engaging with artists through visits to artists pages and clicking on outbound links. As of February 12, 2026, artist pages are seeing an average 30% clickthrough rate, meaning nearly a third of all artist-page visits results in a user clicking to listen to the artist’s full library elsewhere, or following them on socials, or buying the artist’s merch, tickets, or music.

Recent Developments

Reverse Stock Split

WeOn ~~recently~~April ~~effected~~1, 2026, our common stock began trading on a split-adjusted basis on Nasdaq as a result of a reverse stock split of our ~~outstanding~~ common stock at a ratio of 1-for-177.7 ~~shares~~(the as“Reverse Stock ofSplit”). ~~5:00~~Such pmsplit ~~Eastern~~was ~~Time~~approved onby ~~March~~our ~~28,~~Board ~~2025,~~of ~~trading~~Directors ~~for~~(the ~~which~~“Board”) ~~began~~and asour ofstockholders. The Reverse Stock ~~9:30~~Split amwas legally effective at 5:00 p.m. Eastern Time on March 31, ~~2025~~2026. ~~Except~~Trading asof ~~otherwise~~our ~~indicated,~~common ~~all~~stock ~~share~~on ~~and~~the ~~per~~Nasdaq ~~share~~Stock ~~information~~Market incommenced on ~~this~~a ~~prospectus~~split-adjusted ~~gives~~basis ~~effect to~~at market open on April 1, 2026, under the ~~reverse~~existing ~~stock~~trading ~~split~~symbol “AUUD.”

~~Nasdaq~~As ~~Listing~~a ~~Non~~result of the Reverse Stock Split, every 7.7 shares of our common stock issued or outstanding was automatically reclassified into one validly issued, fully-~~Compliance~~paid ~~Notices~~and non-assessable new share of common stock, subject to the treatment of fractional shares as described below, without any action on the part of the holders.

~~During~~No ~~2022,~~fractional ~~2023~~shares ~~and~~were ~~2024,~~issued ~~the~~in ~~Company received notices from Nasdaq~~connection ~~indicating~~with ~~that~~ the ~~Company~~Reverse ~~was~~Stock ~~not~~Split. inStockholders ~~compliance~~who ~~with~~would ~~(i)~~otherwise ~~Nasdaq~~be ~~Listing~~entitled ~~Rule~~to ~~5550(b)(1),~~receive ~~which~~fractional ~~requires~~shares ~~companies~~as ~~listed on The Nasdaq Stock Market to maintain~~ a ~~minimum~~result of ~~$2,500,000 in stockholders’ equity for continued listing (~~the ~~“Equity~~Reverse ~~Requirement”)~~Stock orSplit ~~(ii)~~will ~~Nasdaq~~automatically ~~Listing~~be ~~Rule~~entitled ~~5550(a)(2)~~to ~~which~~receive ~~requires~~an ~~companies~~additional ~~listed~~fraction onof ~~The Nasdaq Stock Market to maintain~~ a ~~minimum~~share of aour ~~$1.00~~common ~~bid price~~stock ~~for~~to ~~continued~~round ~~listing~~up (to the ~~“Minimum~~next ~~Bid~~whole ~~Price Requirement”)~~share.

OnProportional ~~May~~adjustments ~~24,~~will ~~2024~~also be made to the number of shares of common stock awarded and available for issuance under our equity incentive plans, weas ~~received~~well aas ~~letter~~the ~~from~~exercise ~~Nasdaq~~price ~~indicating~~and ~~that~~the ~~we had~~number ~~regained~~of ~~compliance~~shares issuable ~~with~~upon the ~~Equity~~exercise ~~Requirement~~or conversion of our outstanding convertible preferred stock, stock options, restricted stock units and other equity securities under our equity incentive plans. WeAll outstanding warrants will also be ~~subject~~adjusted in accordance with their terms, which, among other changes to athe ~~Mandatory~~warrant ~~Panel~~terms, ~~Monitor~~resulted ~~for~~in aproportionate ~~period~~adjustments being made to the number of ~~one~~shares ~~year~~issuable ~~from~~upon ~~the~~exercise ~~date~~ of ~~the~~such ~~letter~~warrants inand ~~accordance~~to ~~with~~the ~~application~~exercise ofand ~~Listing~~redemption ~~Rule~~prices ~~5815(d)(4)(B)~~of such warrants.

OnProposed ~~October~~Business 16, 2024, we received a written notice from Nasdaq indicating that we were not in compliance with the Minimum Bid Price Requirement. On April 14, 2025, the Company received a letter from Nasdaq indicating that the Company has regained compliance with the Minimum Bid Price Requirement in Listing Rule 5550(a) (2). See “Risk Factors - We may not be able to continue our current listing of our common stock on the Nasdaq Capital Market. A delisting of our common stock from Nasdaq could limit the liquidity of our stock, increase its volatility and hinder our ability to raise capital.”Combination

On August 5, 2025, we issued a press release announcing that we had entered into a non-binding letter of intent (“LOI”) for a proposed business combination with Thramann Holdings, LLC (“Holdings”). Holdings is a privately held holding company that controls LT350, Influence Healthcare, and Voyex, three early stage AI-native companies founded by Jeff Thramann, Auddia’s founder, Chief Executive Officer and Executive Chairman.

We have established a special committee of independent directors to evaluate the related party transaction. The special committee has engaged its own counsel and financial advisor.

On February 17, 2026, acting upon the recommendation of its special committee of independent directors, we entered into a definitive merger agreement for a business combination with Holdings.

Upon closing of the proposed transaction, the Company would be renamed “McCarthy Finney” and would trade under its new “MCFN” ticker symbol. Auddia would become a wholly owned subsidiary of McCarthy Finney, and each of the three Holdings entities would also be wholly owned by McCarthy Finney. Jeff Thramann would remain as CEO of McCarthy Finney and John Mahoney would remain as CFO. Auddia’s current board members are expected to continue as members of the board of the combined company.

Auddia shareholders at the time of closing are expected to own a 20% economic interest of McCarthy Finney, with an 80% economic interest of the combined company expected to be owned at closing by Jeff Thramann. Under certain circumstances, these ownership percentages may be adjusted upward or downward based on the level of Auddia’s cash at closing.

The consideration to be paid to Thramann Holdings in the proposed transaction will consist of (i) shares of McCarthy Finney convertible preferred stock and (ii) $3.5 million aggregate principal amount of McCarthy Finney notes with a two year maturity date.

The closing of the merger will be conditioned, among other customary closing conditions, on Auddia having at least $12 million cash on hand at closing in order to provide cash runway to fund McCarthy Finney to key future business milestones. There can be no assurances as to Auddia’s level of cash at closing.

The transaction has been unanimously approved by the board of directors of both companies. In connection with the approval of the merger agreement, Houlihan Capital provided a fairness opinion to Auddia’s special committee and board of directors.

The proposed transaction is expected to close in the second quarter of 2026, subject to customary closing conditions, including approvals by the Auddia stockholders, the effectiveness of the S-4 registration statement to be filed with the SEC to register the shares of McCarthy Finney stock to be issued in connection with the merger, and the continued listing of the combined company’s common stock on Nasdaq.

The proposed business combination is subject to a number of known and unknown risks and uncertainties. There can be no assurances that such business combination will be approved by stockholders or will ultimately be consummated.

For more information about the business combination transaction, please see Auddia’s Current Report on Form 8-K filed with the SEC on February 17, 2026.

Mergers and Acquisitions Strategy

We are exploring various merger and acquisition options as part of a broader strategy which aims to scale our business more rapidly; accelerate user adoption and subscriber growth; enter new markets (international); and open new pathways toward raising capital. The overall strategy focuses on three areas: (1) acquiring retained customers of the Discovr Radio platform to generate significant subscription revenue, (2) acquiring retained users of faidr to supply the audience to Discovr Radio customers and (3) scaling the faidr userbase and the Discovr Radio customer base once we’ve achieved product-market fit.

Nasdaq Deficiency Notices

During 2022, 2023 and 2024, the Company received notices from Nasdaq indicating that the Company was not in compliance with (i) Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Stock Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing or (ii) Nasdaq Listing Rule 5550(a)(2) which requires companies listed on The Nasdaq Stock Market to maintain a minimum of a $1.00 bid price for continued listing.

On May 24, 2024, we received a letter from Nasdaq indicating that we had regained compliance with the equity requirement in Listing Rule 5550(b) (1). We will be subject to a Mandatory Panel Monitor for a period of one year from the date of the letter in accordance with application of Listing Rule 5815(d)(4)(B).

On October 16, 2024, we received a written notice from Nasdaq indicating that we were not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing. The bid price notice does not result in the immediate delisting of our common stock from the Nasdaq Capital Market. The bid price notice indicated that we have 180 calendar days (or until April 14, 2025) in which to regain compliance. If at any time during this 180 calendar day period the bid price of our common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq staff will provide us with a written confirmation of compliance and the matter will be closed.

On April 14, 2025, Nasdaq notified us that we were in compliance with the $1.00 minimum bid price requirement

Reverse Stock Splits

In addition to the Reverse Stock Split, on February 27, 2024, we effectuated a 1-for-25 reverse stock split and on March 28, 2025, we effectuated a 1-for-17 reverse stock split.

The reverse stock splits did not change the authorized number of shares of our common stock. No fractional shares were issued and any fractional shares resulting from the reverse stock splits were rounded up to the nearest whole share.

The reverse stock splits applied to our outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the reverse stock splits. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and our equity incentive plans.

Risks Associated with Our Business

Investing in our securities involves a high ~~degree~~ degree of risk. You should carefully consider the risks described in “Risk Factors” beginning on page 812 before making a decision to invest in our common stock. If any of these risks actually occurs, our business, financial condition, results of operations and prospects would likely be materially, adversely affected. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment.

Going Concern Opinion

Our working capital deficiency, stockholders’ deficit, and recurring losses from operations raise substantial doubt about our ability to continue as a going concern. As a result, our independent registered public accounting firm included an explanatory paragraph in its report on our financial statements for the year ended December 31, ~~2024~~2025 with respect to this uncertainty. Our ability to continue as a going concern will require us to obtain additional funding.

~~The~~Our ~~Company~~existing cash was $3,186,985 at December 31, 2025. We secured approximately $ 07.8 1 million in additional financing in 2025 and $0.9 million year-to-date through ~~May~~March 1530, ~~2025.~~2026, which ~~The~~will ~~Company~~only ~~has~~be sufficient to fund our current operating plans into the second quarter of 2026. We have based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.

As a result of ~~the~~our ~~Company’s~~ recurring losses from operations, and the need for additional financing to fund ~~its~~our operating and capital requirements, there is uncertainty regarding ~~the~~ ~~Company’s~~our ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to ~~the~~ ~~Company’s~~our ability to continue as a going concern.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

· inclusion of only two years, as compared to three years, of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; · an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); · an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation; · reduced disclosure about executive compensation arrangements; and · an exemption from the requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

~~· an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);~~5

·We may take advantage of these provisions until we are no longer an ~~exemption~~emerging ~~from~~growth ~~compliance~~company. ~~with~~We ~~any~~will ~~new~~remain ~~requirements~~an ~~adopted~~emerging bygrowth company until the ~~Public~~earliest ~~Company~~of ~~Accounting~~(1) ~~Oversight~~the ~~Board~~last day of the fiscal year (a) following the ~~“PCAOB”~~fifth anniversary of the completion of our February 2021 initial public offering, (b) ~~requiring~~in ~~mandatory~~which ~~audit~~we ~~firm~~have ~~rotation;~~total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

·Based ~~reduced~~on ~~disclosure~~these ~~about~~criteria, ~~executive~~our ~~compensation~~emerging ~~arrangements;~~growth ~~and~~company status is currently expected to expire on December 31, 2026, unless it earlier meets one of the disqualifying conditions described above.

· an exemption from the requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these provisions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our February 2021 IPO, (b) in which we have total annual gross revenue of at least $1.235 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior December 31st, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

We have taken advantage of the reduced reporting requirements in this prospectus and in the documents incorporated by reference into this prospectus. Accordingly, the information contained herein may be different from the information you receive from other public companies that are not emerging growth companies.

The JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies.

WeAdditionally, we are ~~also~~ a “smaller reporting company” ~~meaning~~ ~~that~~as ~~the~~defined ~~market~~in ~~value~~Item 10(f)(1) of ~~our~~Regulation ~~stock held by non~~S-~~affiliates~~K. isWe ~~less~~will ~~than~~remain ~~$700~~a ~~million~~smaller ~~and~~reporting ~~our~~company ~~annual~~until ~~revenue~~the ~~was~~last ~~less~~day ~~than~~of ~~$100 million during~~ the ~~most recently completed~~ fiscal year. Wein ~~may~~which ~~continue to be a smaller reporting company if~~ either (i) the market value of the shares of our common stock held by non-affiliates isexceeds ~~less than~~ $250 million oras of the last business day of our most recently completed second fiscal quarter and (ii) our annual revenue ~~was~~exceeded ~~less than~~ $100 million during ~~the~~such ~~most recently~~ completed fiscal year ~~and~~or the market value of the shares of our common stock held by non-affiliates isexceeds ~~less than~~ $700 million as of as of the last business day of our most recently completed second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Our Corporate Information

We were originally formed as Clip Interactive, LLC in January 2012, as a limited liability company under the laws of the State of Colorado. Immediately prior to our initial public offering in February 2021, we converted into a Delaware corporation pursuant to a statutory conversion and were renamed Auddia Inc.

Our principal executive offices are located at 1680 38^th Street, Suite 130, Boulder, CO 80301. Our main telephone number is (303) 219-9771. Our internet website is www.auddia.com. The information contained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus.

Trademarks

~~The~~We ~~Company~~hold ~~also holds~~ the trademark for “AUDDIA” which is used as the corporate brand name, as well as “FAIDR” which is used as the name of the consumer-facing mobile application that delivers ~~the~~our ~~Company’s~~ commercial free radio service. ~~The~~We ~~Company~~have ~~also~~omitted ~~holds trademarks and is in~~ the ~~process~~® ~~of applying for trademarks for key products~~ and ~~brands.~~™ ~~The~~designations, ~~Company~~as ~~holds~~applicable, ~~the trademark~~ for ~~our product named “PLAZE”, which is a potential~~the ~~commercial-free~~trademarks ~~music~~used ~~streaming~~in ~~product~~this ~~that is a potential future, strategic opportunity of our business~~prospectus.

We have omitted the ® and ™ designations, as applicable, for the trademarks used in this prospectus.

Information Regarding Forward-Looking Statements

This prospectus and the documents incorporated by reference in this prospectus include forward-looking statements, which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believe,” “estimate,” “project,” “anticipate,” “expect,” “seek,” “predict,” “continue,” “possible,” “intend,” “may,” “might,” “will,” “could,” would” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and the documents incorporated by reference in this prospectus, and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our product candidates, research and development, commercialization objectives, prospects, strategies, the industry in which we operate and potential collaborations. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

Forward-looking statements speak only as of the date of this prospectus. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

You should read this prospectus, the documents incorporated by reference in this prospectus, and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. All forward-looking statements are based upon information available to us on the date of this prospectus.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, business and prospects may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition, business and prospects are consistent with the forward-looking statements contained in this prospectus, those results may not be indicative of results in subsequent periods.

Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward-looking statements due to a number of factors, including those set forth below under “Risk Factors“ and elsewhere in this prospectus. The factors set forth below under “Risk Factors“ and other cautionary statements made in this prospectus should be read and understood as being applicable to all related forward-looking statements wherever they appear in this prospectus. The forward-looking statements contained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place undue reliance on such statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus.

You should read and consider the information set forth in the section titled “Risk Factors,” together with all of the other information included in or incorporated by reference in this prospectus and the documents that we have filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

The Offering

Securities Offered by the Selling Securityholder		This prospectus covers the resale of a total of up to 5,000,000 shares of our common stock that we may sell to White Lion pursuant to the Purchase Agreement from time to time after the registration statement that includes this prospectus is declared effective.
Securities Offered by Us		Up to 2,201,834 shares of common stock in the aggregate, represented by up to 2,201,834 shares of common stock, or up to 2,201,834 Pre-Funded Warrants to purchase up to 2,201,834 shares of common stock, and up to 2,201,834 accompanying Common Warrants to purchase up to 2,201,834 shares of our common stock. Each Common Warrant will have an assumed exercise price of $5.45 per share (which will be no less than 100% of the assumed combined public offering price per share and common warrants to be sold in this offering), be immediately exercisable and will expire upon the earlier of: (i) the 5-year anniversary of the date of the date of issuance; or (ii) the consummation of the Merger. This prospectus also relates to the offering of shares of common stock issuable upon exercise of the Common Warrants issued in this offering. The shares of common stock and the accompanying Common Warrants, can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance.
Common Stock Outstanding Prior to this Offering		~~620~~500,~~436~~876 shares of common stock issued and outstanding as of April 1, 2026.
Common Stock to be Outstanding After this Offering		Up to 5,620,436 shares
Assumed Combined Public Offering Price		The assumed combined public offering price for each share of common stock and accompanying Common Warrant is $5.45, assuming the offering price is equal to the closing price of our common stock on April 1, 2026. The assumed combined public offering price of each Pre-Funded Warrant with an accompanying Common Warrant is $5.45, the closing price of the Company’s Common Stock on April 1, 2026 as reported on the Nasdaq Capital Market, minus $0.001.
Use of Proceeds		The Selling Securityholder will receive all of the proceeds from the sale of the shares offered for sale by it under this prospectus. We will not receive proceeds from the sale of the shares by the Selling Securityholder. However, we may receive proceeds of up to $10 million from the sale of our common stock to the Selling Securityholder under the Purchase Agreement described above and registered hereby. Any proceeds from the Selling Securityholder that we receive under the Purchase Agreement are expected to be used for general corporate purposes, including working capital. See “Use of Proceeds” on page 12 of this prospectus.
Pre-Funded Warrants		We are offering to certain purchasers whose purchase of shares of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding shares of common stock immediately following the closing of this offering, the opportunity to purchase, if such purchasers so choose, Pre-Funded Warrants, in lieu of shares of common stock that would otherwise result in any such purchaser’s beneficial ownership, together with its affiliates and certain related parties, exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering. The assumed combined public offering price of each Pre-Funded Warrant with an accompanying Common Warrant is $5.45, the closing price of our common stock on April 1, 2026 as reported on the Nasdaq Capital Market, minus $0.001, the exercise price of each Pre-Funded Warrant. Each Pre-Funded Warrant is immediately exercisable and may be exercised at any time until it has been exercised in full. For each Pre-Funded Warrant we sell, the number of shares of common stock that we are offering will be decreased on a one-for-one basis. This offering also relates to the shares of common stock issuable upon exercise of any Pre-Funded Warrants sold in this offering..
Nasdaq Capital Market Symbols		Common Stock “AUUD”. Series A Warrants “AUUDW”.
Common Stock to be Outstanding After this Offering		Up to 2,702,710 shares of common stock, assuming no exercise of the Common Warrants included in this offering, and also assuming no sales of Pre-Funded Warrants which, if sold, would reduce the number of shares of common stock to be outstanding after this offering on a one-for-one basis.
Risk Factors		Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities.
Reasonable Best Efforts Offering		We have agreed to issue and sell the securities offered hereby to the purchasers through the Placement Agent. The Placement Agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby, but will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. See “Plan of Distribution” beginning on page 32 of this prospectus.

The number of shares outstanding after this offering is based on 620,436 shares of our common stock outstanding as of March 31, 2025, and excludes:

· 542 shares of our common stock reserved for issuance under outstanding stock options granted under our 2013 Equity Incentive Plan,

· Zero shares of our common stock reserved for issuance under outstanding restricted stock units granted under our 2020 Equity Incentive Plan,

· 31,935 shares of our common stock reserved for issuance under outstanding stock options granted under our 2020 Equity Incentive Plan,

· 54,125 shares of our common stock reserved for future grant under our 2020 Equity Incentive Plan,

· 1,428 shares of our common stock reserved for issuance under outstanding stock options granted as employment inducement awards to current executives outside of our 2013 and 2020 Equity Incentive Plans,

· 60,393 shares of common stock reserved for issuance upon the exercise of outstanding common stock warrants,

· 8,233 shares of common stock reserved for issuance upon the exercise of our publicly traded outstanding Series A Warrants,

· 274,468 shares of common stock reserved for issuance upon the conversion of our Series B convertible Preferred Stock,

· 751 shares of common stock reserved for issuance upon the exercise of an outstanding IPO underwriter representative common stock warrant, and

· 73,537 shares of common stock reserved for issuance upon the exercise of warrants sold in a private placement.

Use of Proceeds		We estimate that the net proceeds to us from this offering will be approximately $11.2 million, based on an assumed public offering price of $5.45 per share and accompanying Common Warrant, which is the last reported sales price of our common stock on Nasdaq on April 1, 2026, and after deducting estimated Placement Agent fees and estimated offering expenses payable by us, assuming no sale of Pre-Funded Warrants and assuming the maximum number of shares are sold in this offering and excluding the proceeds, if any, from the exercise of the Common Warrants. We intend to use the net proceeds from this offering to fund working capital and general corporate purposes. Because this is a reasonable best efforts offering with no minimum amount as a condition to closing, we may not sell all or any of the securities offered hereby. As a result, we may receive significantly less in net proceeds than we currently estimate. See “Use of Proceeds” beginning on page 18 of this prospectus.

Nasdaq Capital Market Symbol		Common Stock “AUUD”. Currently, there is no public market for the Pre-Funded Warrants or the Common Warrants. We do not intend to list the Pre-Funded Warrants or the Common Warrants on Nasdaq or any other national securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the warrants will be limited. See “Description of Securities We Are Offering.”

Risk Factors		Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 12 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our securities. There is no established public trading market for the Common Warrants, and we do not expect a market to develop. We do not intend to list the Common Warrants on The Nasdaq Capital Market or any other national securities exchange or nationally recognized trading system.

The number of shares outstanding after this offering is based on 500,876 shares of our common stock outstanding as of April 1, 2026, and excludes:

·	32 shares of our common stock reserved for issuance under outstanding stock options granted under our 2013 Equity Incentive Plan;

·	17,421 shares of our common stock reserved for issuance under outstanding stock options granted under our 2020 Equity Incentive Plan;

·	20,472 shares of our common stock reserved for future grant under our 2020 Equity Incentive Plan;

·	187 shares of our common stock reserved for issuance under outstanding stock options granted as employment inducement awards to current executives outside of our 2013 Equity Incentive Plan and 2020 Equity Incentive Plan;

·	4,306 shares of common stock reserved for issuance upon the exercise of outstanding common stock warrants;

·	92,214 shares of common stock reserved for issuance upon the conversion of our Series C convertible Preferred Stock including accrued capitalized dividends;

·	50,393 shares of common stock reserved for issuance upon the exercise of warrants sold in private placements; and

·	up to 672,918 shares of common stock registered for issuance that may be sold in the future by the Company to White Lion Capital pursuant to the Common Stock Purchase Agreement.

Unless otherwise indicated, all information contained in this prospectus assumes or gives effect to:

·	no exercise of the options or warrants described above;

·	no sale of any Pre-Funded Warrants in this offering, which, if sold, would reduce the number of shares of common stock that we are offering on a one-for-one basis; and

·	no exercise of any Common Warrants issued in this offering.

Information Regarding Forward-Looking Statements

This prospectus and the documents incorporated by reference in this prospectus contain forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this prospectus and the documents incorporated by reference in this prospectus are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “continue” or the negative of these terms or other comparable terminology.

Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Forward-looking statements appear in a number of places throughout this prospectus and the documents incorporated by reference in this prospectus, and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our commercialization objectives, prospects, strategies, the industry in which we operate and potential collaborations. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

	·	the sufficiency of our existing cash to meet our working capital and capital expenditure needs over the next 12 months and our need to raise additional capital;
	·	our ability to generate revenue from new software services;
	·	our limited operating history;
	·	our ability to maintain proper and effective internal financial controls;
	·	our ability to continue to operate as a going concern;
	·	changes in laws, government regulations and policies and interpretations thereof;
	·	our ability to obtain and maintain protection for our intellectual property;
	·	the risk of errors, failures or bugs in our platform or products;
	·	our ability to attract and retain qualified employees and key personnel;
	·	our ability to manage our rapid growth and organizational change effectively;
	·	the possibility of security vulnerabilities, cyberattacks and network disruptions, including breaches of data security and privacy leaks, data loss, and business interruptions;
	·	our compliance with data privacy laws and regulations;
	·	our ability to develop and maintain our brand cost-effectively;
	·	our ability to complete the proposed business combination;
	·	our ability to maintain the listing of our common stock on the Nasdaq Stock Market;
	·	our use of proceeds from this offering; and
	·	the other factors set forth elsewhere in (i) this prospectus, (ii) Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025 and (iii) the other documents incorporated by reference in this prospectus.

These forward-looking statements speak only as of the date of the document in which they are made and are subject to business and economic risks. We do not undertake any obligation to update or revise the forward-looking statements to reflect events that occur or circumstances that exist after the date on which such statements were made, except to the extent required by law.

You should read this prospectus, the documents incorporated by reference in this prospectus, and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and other events and circumstances may be materially different from what we expect. In addition, even if our results of operations, financial condition, business and prospects are consistent with the forward-looking statements contained in this prospectus, those results may not be indicative of results in subsequent periods.

Risk Factors

Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with the risks set forth under the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2025, which is incorporated by reference herein. You should also refer to the other information contained in this prospectus, and the documents incorporated by reference herein including our financial statements and the related notes, and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2025, before deciding to invest in our securities. The risks and uncertainties described below are not the only ~~ones~~risks or uncertainties that we face. Other sections of this prospectus may include additional factors which could adversely affect our business, results of operations and financial performance. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that affect us. If any of the following risks actually occurs, our business, financial condition, results of operations and prospects could be materially and adversely affected, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Relating to this Offering

ItYou iswill ~~not~~experience ~~possible~~immediate todilution ~~predict~~as ~~the~~a ~~actual number~~result of ~~shares~~this ~~we will sell under the Purchase Agreement to the Selling Securityholder, or the actual gross proceeds resulting from those sales~~offering.

~~Subject~~You towill ~~certain~~incur ~~limitations~~immediate indilution ~~the~~as ~~Purchase Agreement~~a ~~and~~result ~~compliance~~of ~~with~~this offering. ~~applicable~~Based ~~law,~~on ~~we have~~ the ~~discretion~~assumed topublic ~~deliver~~offering ~~notices~~price ~~to the Selling Securityholder at any time throughout the term~~ of ~~the Purchase Agreement~~$5.45 Itper isshare ~~anticipated~~and ~~that~~accompanying ~~shares~~Common ~~offered~~Warrant, towhich is the ~~Selling~~last ~~Securityholder~~reported insales price ~~this~~of ~~offering~~our ~~will~~common bestock ~~sold over~~on aNasdaq ~~period~~on ~~until~~April ~~December 31~~1, ~~2025,~~2026 at(and ~~the~~assuming ~~latest.~~(1) ~~The~~no ~~number~~exercise of ~~shares~~the ~~ultimately~~Common ~~offered~~Warrants ~~for~~being ~~sale~~offered toin ~~the~~this ~~Selling Securityholder under~~offering ~~this~~and ~~prospectus~~that ~~is dependent upon~~ the ~~number~~Common ofWarrants ~~shares~~are weclassified ~~elect~~as toand ~~sell~~accounted tofor ~~Selling~~as ~~Securityholder~~equity ~~under~~and ~~the~~(2) ~~Purchase~~no ~~Agreement.~~sale ~~The~~of ~~actual number~~any ofpre-funded ~~shares~~warrants), ofpurchasers of common stock ~~that~~(or ~~are~~pre-funded ~~sold~~warrants toin ~~the~~lieu ~~Selling Securityholder may depend based on a number~~ of ~~factors, including the market price of our~~ common stock) ~~during~~in ~~the~~this ~~sales~~offering ~~period.~~will ~~Actual~~experience ~~gross~~immediate ~~proceeds~~dilution ~~may~~of ~~be less than~~ $~~10.~~0 ~~million, which may impact our future liquidity~~. ~~Because~~22 ~~the price~~ per share ofin net ~~each~~tangible ~~share~~book ~~sold~~value toof the ~~Selling~~common ~~Securityholder~~stock. ~~will~~See ~~fluctuate during~~ the ~~sales~~section ~~period,~~titled it“Dilution” isfor ~~not~~a ~~currently possible~~more todetailed ~~predict~~description ~~the number~~ of ~~shares that will be sold or~~ the ~~actual gross proceeds~~ dilution to benew ~~raised~~investors in ~~connection~~the ~~with those sales, if any~~offering.

~~Investors~~This ~~who~~is ~~buy~~a ~~shares~~reasonable inbest ~~this~~efforts offering, atin ~~different~~which ~~times~~no ~~will~~minimum ~~likely~~number ~~pay~~or ~~different~~dollar ~~prices~~amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans.

~~Investors~~The ~~who~~Placement ~~purchase~~Agent ~~shares~~has ofagreed ~~common~~to ~~stock~~use its reasonable best efforts to solicit offers to purchase the securities in this offering. atThe ~~different~~Placement ~~times~~Agent ~~will~~has ~~likely~~no ~~pay~~obligation ~~different~~to ~~prices,~~buy ~~and~~any soof ~~may~~the ~~experience~~securities from ~~different~~us ~~levels~~or to arrange for the purchase or sale of ~~dilution~~any ~~and~~specific ~~different outcomes~~number inor ~~their~~dollar ~~investment~~amount ~~results~~of the securities. InThere ~~connection~~is ~~with~~no ~~the~~required ~~White~~minimum number ~~Lion~~of ~~Transaction,~~securities wethat ~~will~~must ~~have~~be ~~discretion,~~sold ~~subject~~as toa ~~market~~condition ~~demand,~~ to ~~vary~~completion ~~the~~of ~~timing,~~this ~~prices~~offering, and ~~numbers~~there ofcan ~~shares~~be ofno ~~common~~assurance ~~stock~~that ~~sold~~the tooffering contemplated ~~White~~hereby ~~Lion~~will ultimately be consummated. ~~Similarly,~~Even ~~may~~if we sell ~~such~~securities ~~shares~~offered athereby, ~~different~~because ~~times and~~there atis ~~different~~no ~~prices.~~minimum ~~Investors~~offering ~~may~~amount required ~~experience~~as a ~~decline~~condition into the ~~value~~closing of this offering, the ~~shares~~actual ~~they~~offering ~~purchase~~amount ~~from~~is ~~the~~not ~~Selling~~presently ~~Securityholder~~determinable inand may be substantially ~~this~~less ~~offering~~than asthe amaximum ~~result~~amount set forth above. We may sell fewer than all of ~~sales~~the ~~made~~securities offered hereby, which may significantly reduce the amount of proceeds received by us. Thus, we may not raise the amount of capital we believe is required for our operations in ~~future~~the ~~transactions~~short-term and may need to ~~White~~raise ~~Lion~~additional funds, which may not be available at ~~prices~~all ~~lower~~or ~~than~~on ~~the~~terms ~~prices~~acceptable ~~they~~to ~~paid~~us.

~~The~~Future ~~issuance~~offerings of ~~common~~debt ~~stock~~or toequity ~~the Selling~~securities, ~~Securityholder~~which ~~may~~could ~~cause~~rank ~~substantial~~senior ~~dilution~~ to our ~~existing~~common ~~shareholders~~stock, ~~and~~may ~~the~~materially ~~sale~~and ofadversely ~~such~~affect ~~shares acquired by~~ the ~~Selling~~market ~~Securityholder could cause the~~ price of our common stock ~~to decline~~.

WeIf ~~are~~we ~~registering~~decide ~~for~~to ~~resale~~issue bydebt ~~the~~or ~~Selling~~equity ~~Securityholder~~securities upin tothe 5future,~~000,000~~ ~~shares~~which ofcould ~~common~~rank ~~stock.~~senior ~~The~~to ~~Selling~~our ~~Securityholder~~common ~~may ultimately purchase all~~stock, ~~some~~it oris ~~none~~likely ofthat ~~the~~such ~~shares~~securities ofwill ~~common~~be ~~stock that~~governed ~~are~~by ~~the~~an ~~subject~~indenture ofor ~~this~~other instrument ~~prospectus.~~containing ~~After~~covenants ~~the~~restricting ~~Selling~~our ~~Securityholder~~operating ~~has~~flexibility. ~~acquired~~Additionally, ~~shares~~any ~~under~~convertible ~~the~~or ~~Purchase~~exchangeable ~~Agreement,~~securities itthat ~~may sell~~we ~~all,~~issue ~~some~~in orthe ~~none~~future ofmay ~~those~~have ~~shares.~~rights, ~~Sales~~preferences toand ~~the~~privileges ~~Selling~~more ~~Securityholder~~favorable bythan usthose ~~pursuant~~of toour ~~the~~common ~~Purchase~~stock ~~Agreement~~and ~~under this prospectus~~ may result in ~~substantial~~ dilution to ~~the~~owners ~~interests~~ of ~~other holders of~~ our common stock.

~~The~~Future ~~sale~~issuances ofand asales ~~substantial~~of ~~number~~debt ofor ~~shares~~equity tosecurities, or the ~~Selling~~perception ~~Securityholder~~that insuch ~~this~~issuances ~~offering,~~and orsales ~~anticipation~~could ~~of such sales~~occur, ~~could~~may ~~make~~cause itprevailing ~~more~~market ~~difficult~~prices for usour tocommon ~~sell~~stock ~~equity~~to ordecline ~~equity-related~~and may ~~securities~~adversely affect our ability to raise additional capital in the ~~future~~financial markets at atimes ~~time~~ and atprices afavorable ~~price~~to ~~that~~us. weWe ~~might~~and, ~~otherwise~~indirectly, our ~~desire.~~stockholders ~~The~~will ~~number~~bear ofthe ~~shares~~cost of ~~our~~issuing ~~common~~and ~~stock~~servicing ~~ultimately offered~~such ~~for~~securities. ~~resale~~Since byour ~~the~~decision ~~Selling~~to ~~Securityholder~~issue ~~under~~debt ~~this~~or ~~prospectus~~equity issecurities ~~dependent~~in any ~~upon~~future ~~the~~offering ~~number~~will ofdepend ~~shares~~on ofmarket ~~common~~conditions ~~stock~~and ~~issued~~other ~~to the~~factors ~~Selling~~beyond ~~Securityholder~~our ~~pursuant~~control, towe ~~the~~cannot ~~Purchase~~predict ~~Agreement.~~or ~~Depending~~estimate onthe aamount, ~~variety~~timing or nature of ~~factors,~~our ~~including~~future ~~market~~offerings. ~~liquidity~~Therefore, holders of our common stock, will bear the ~~issuance~~risk of ~~shares~~our tofuture ~~the~~offerings ~~Selling~~reducing ~~Securityholder may cause~~ the ~~trading~~ market price of our common stock toand ~~decline~~diluting the value of their stock holdings in the Company.

812

WeYou ~~have~~may ~~broad~~experience ~~discretion~~future indilution ~~the~~as ~~use of the~~a ~~net~~result ~~proceeds we receive from the sale~~ of ~~shares~~future toequity ~~the Selling Securityholder and may not use them effectively~~offerings.

~~Our~~In ~~management~~order ~~will~~to ~~have~~raise ~~broad~~additional ~~discretion~~capital, ~~in the application of the proceeds~~ we ~~receive~~may ~~from~~ in the ~~Selling~~future ~~Securityholder,~~offer ifadditional ~~any,~~shares ~~including for any~~ of ~~the~~common ~~purposes~~stock ~~described~~or inother ~~the section~~securities ~~entitled~~convertible ~~“Use~~into ofor ~~Proceeds,”~~exchangeable ~~and~~for ~~you~~our ~~will~~shares ~~not~~of ~~have~~common ~~the~~stock that ~~opportunity~~could asresult ~~part~~in offurther ~~your~~dilution ~~investment decision~~ to ~~assess~~investors ~~whether~~ purchasing our ~~management~~shares isin ~~using~~this ~~the~~offering ~~proceeds~~or ~~appropriately.~~result ~~Because~~in ofdownward ~~the~~pressure ~~number~~on ~~and~~the ~~variability~~ price of ~~factors that will determine~~ our ~~use~~shares of ~~our proceeds~~common ~~from~~stock. ~~the~~We ~~Selling Securityholder, their ultimate use~~ may ~~vary~~sell ~~substantially~~shares ~~from~~of ~~their~~common ~~currently~~stock ~~intended~~or ~~use.~~other ~~The~~securities ~~failure~~in ~~by our~~any ~~management~~other tooffering ~~apply~~at ~~these~~prices ~~funds effectively could result in financial losses~~ that ~~could~~are ~~have a material adverse effect on our business~~higher ~~and~~or ~~cause~~lower than the ~~price~~prices ofpaid ~~our~~by ~~common~~investors ~~stock~~in tothis ~~decline.~~offering, ~~Pending~~and ~~their~~investors ~~use,~~purchasing weshares ~~may~~or ~~invest~~other ~~the~~securities ~~proceeds~~in ~~from~~ the ~~Selling~~future ~~Securityholder~~could inhave ~~short-term,~~rights ~~investment-grade,~~superior ~~interest-bearing securities. These investments may not yield a favorable return~~ to ~~our~~existing shareholders.

~~Risks~~The ~~related~~Pre-Funded toWarrants ~~our~~and ~~financial~~Common ~~position and~~Warrants ~~need~~being issued in this offering will be exercisable for ~~additional~~common ~~capital~~stock, the exercise of which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

We are offering to each purchaser whose purchase of shares of our common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding shares of common stock immediately following consummation of this offering, the opportunity to purchase, if the purchaser so chooses, Pre-Funded Warrants to purchase shares of common stock in lieu of shares of common stock. Each Pre-Funded Warrant will be exercisable for one share of our common stock. The purchase price of each Pre-Funded Warrant will equal the price per share of common stock being sold to the public in this offering, minus $0.001, and the exercise price of each Pre-Funded Warrant will be $0.001 per share. Additionally, we are offering up to 2,201,834 accompanying Common Warrants to purchase up to 2,201,834 shares of our common stock. To the extent such Pre-Funded Warrants and Common Warrants are exercised, additional shares of our common stock will be issued, which will result in dilution to the holders of our common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock, the impact of which increases as our stock price increases.

There is no public market for the Pre-Funded Warrants or Common Warrants being offered in this offering.

There is no established public trading market for the Pre-Funded Warrants or Common Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to list the Pre-Funded Warrants or Common Warrants on The Nasdaq Capital Market or any other national securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants or the Common Warrants will be limited.

Holders of the Pre-Funded Warrants and/or the Common Warrants, as applicable, will have no rights as common stockholders unless and until such holders exercise their Pre-Funded Warrants and/or Common Warrants, as applicable, for shares of our common stock.

Unless and until holders of the Pre-Funded Warrants or the Common Warrants exercise such Pre-Funded Warrants and Common Warrants, respectively, and acquire shares of our common stock, such holders will have no rights with respect to the shares of our common stock underlying such Pre-Funded Warrants and Common Warrants, except for the right to participate in certain dividends and distributions. Upon exercise of the Pre-Funded Warrants and/or Common Warrants, the holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.

The Common Warrants are speculative in nature.

The holders of the Common Warrants may exercise their right to acquire the common stock and pay an assumed exercise price per share equal to $5.45, subject to certain adjustments, prior to three years from the date of issuance, after which date any such unexercised Common Warrants will expire and have no further value. Moreover, following this offering, the market value of the Common Warrants, if any, is uncertain and there can be no assurance that the market value of such Common Warrants will equal or exceed their imputed offering price. There can be no assurance that the market price of the common stock will ever equal or exceed the exercise price of the Common Warrants, and consequently, it may not ever be profitable for holders of such warrant to exercise them.

We may not receive any additional funds upon the exercise of the Common Warrants.

Each warrant may be exercised by way of a cashless exercise if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of, the shares underlying the warrant.

Resales of our common stock in the public market by our stockholders as a result of this offering may cause the market price of our common stock to fall.

Sales of a significant number of shares of our common stock could occur at any time. The issuance of new shares of our common stock could result in resales of our common stock by our current stockholders concerned about the potential dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our common stock and the value of the Pre-Funded Warrants.

This offering may cause the trading price of our common stock to decrease.

The price per share of common stock, together with the number of shares of common stock we propose to issue and ultimately will issue if this offering is completed, may result in an immediate decrease in the market price of our common stock. This decrease may continue after the completion of this offering.

Significant holders or beneficial owners of our common stock may not be permitted to exercise the Pre-Funded Warrants that they hold.

A holder of the Pre-Funded Warrants will not be entitled to exercise any portion of any Pre-Funded Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of our common stock beneficially owned by such holder, together with its affiliates and certain related parties, to exceed 4.99% (or, at the election of the purchaser, 9.99%) of the number of shares of our common stock outstanding immediately after giving effect to the exercise. As a result, you may not be able to exercise your Pre-Funded Warrants for shares of our common stock at a time when it would be financially beneficial for you to do so. In such a circumstance, you could seek to sell your Pre-Funded Warrants to realize value, but you may be unable to do so in the absence of an established trading market.

We will not receive any meaningful amount of additional funds upon the exercise of the Pre-Funded Warrants.

Each Pre-Funded Warrant will be exercisable until it is fully exercised and by means of payment of the nominal cash purchase price upon exercise or by means of a “cashless exercise” according to a formula set forth in the Pre-Funded Warrant. Accordingly, we will not receive any meaningful additional funds upon the exercise of the Pre-Funded Warrants.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively, which could affect our results of operations and cause our stock price to decline.

Our management will have broad discretion as to the use of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds”. Accordingly, you will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable, or any, return for us. In addition, pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may limit a stockholder’s ability to buy and sell our securities.

Effective June 30, 2020, the SEC implemented Regulation Best Interest requiring that “a broker, dealer, or a natural person who is an associated person of a broker or dealer, when making a recommendation of any securities transaction or investment strategy involving securities (including account recommendations) to a retail customer, shall act in the best interest of the retail customer at the time the recommendation is made, without placing the financial or other interest of the broker, dealer, or natural person who is an associated person of a broker or dealer making the recommendation ahead of the interest of the retail customer.” This is a significantly higher standard for broker-dealers to recommend securities to retail customers than before under FINRA “suitability rules.” FINRA suitability rules do still apply to institutional investors and require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending securities to their customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information, and for retail customers determine the investment is in the customer’s “best interest” and meet other SEC requirements. Both SEC Regulation Best Interest and FINRA’s suitability requirements may make it more difficult for broker-dealers to recommend that their customers buy speculative, low-priced securities. They may affect investing in our Common Stock, which may have the effect of reducing the level of trading activity in our securities. As a result, fewer broker-dealers may be willing to make a market in our Common Stock, reducing a stockholder’s ability to resell our Common Stock.

Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including, but not limited to: (i) timely delivery of shares and (ii) indemnification for breach of contract.

Risks Related to Our Financial Position and Need For Additional Capital

Our auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain further financing.

Our past working capital deficiency, stockholders’ deficit and recurring losses from operations raised substantial doubt about our ability to continue as a going concern. As a result, our independent registered public accounting firm has included an explanatory paragraph in its report on our financial statements for the year ended December 31, ~~2024~~2025 with respect to this uncertainty. We had existing cash of $~~2.7~~3,186,985 ~~million~~ at December 31, ~~2024~~2025. ~~The~~We ~~Company~~ secured approximately $07.81 million in additional financing in 2025 and $0.9 million year-to-date through ~~May~~April 151, ~~2025.~~2026, ~~The~~which ~~Company~~will ~~has~~only ~~based~~be ~~these~~sufficient to ~~estimates,~~fund ~~however, on~~our ~~assumptions~~current ~~that~~operating ~~may~~plans ~~prove~~into tothe besecond ~~wrong~~quarter of 2026. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we ~~would~~may be forced to delay, reduce, or eliminate our technology development and commercialization efforts.

We may not be able to continue our current listing of our common stock on the Nasdaq Capital Market. A delisting of our common stock from Nasdaq could limit the liquidity of our stock, increase its volatility and hinder our ability to raise capital.

We may not be able to satisfy the requirements for the continued listing of our common stock on Nasdaq.

During 2022, 2023 and 2024, the Company received notices from Nasdaq indicating that the Company was not in compliance with (i) Nasdaq Listing Rule 5550(b)(1), which requires companies listed on ~~The~~ Nasdaq ~~Stock~~ ~~Market~~ to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing (the “Equity Requirement”) or (ii) Nasdaq Listing Rule 5550(a)(2) which requires companies listed on ~~The~~ Nasdaq ~~Stock Market~~ to maintain a minimum of a $1.00 bid price for continued listing (the “Minimum Bid Price Requirement”).

On May 24, 2024, we received a letter from Nasdaq indicating that we had regained compliance with the Equity Rule. We will be subject to a Mandatory Panel Monitor for a period of one year from the date of the letter in accordance with application of Listing Rule 5815(d)(4)(B).15

On May 24, 2024, we received a letter from Nasdaq indicating that we had regained compliance with the Equity Requirement. We were subject to a Mandatory Panel Monitor for a period of one year from the date of the letter in accordance with application of Listing Rule 5815(d)(4)(B).

On October 16, 2024, we received a written notice from Nasdaq indicating that we were not in compliance with the Minimum Bid Price Requirement. The bid price notice does not result in the immediate delisting of our common stock from the Nasdaq Capital Market. The bid price notice indicated that we have 180 calendar days (or until April 14, 2025) in which to regain compliance.

On April 14, 2025, ~~the~~we ~~Company~~ received a letter from Nasdaq indicating that ~~the~~we ~~Company~~had ~~has~~ regained compliance with the Minimum Bid Price Requirement in Listing Rule 5550(a) (2).

9In the event we are not able to maintain compliance with the Equity Requirement or the Minimum Bid Price Requirement in the future or cure any future deficiencies, or if we are not otherwise eligible, the staff of the SEC will provide us with written notification that its securities are subject to delisting from Nasdaq. At that time, we may appeal the delisting determination to a Nasdaq listing hearings panel.

In the event the Company is not able to maintain compliance with the Equity Requirement or the Minimum Bid Price Requirement in the future or cure any future deficiencies, or if the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject to delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a Nasdaq listing hearings panel.

If our common stock is delisted by Nasdaq, our common stock may be eligible for quotation on an over-the-counter quotation system or on the pink sheets. Upon any such delisting, our common stock would become subject to the regulations of the SEC relating to the market for penny stocks. A penny stock is any equity security not traded on a national securities exchange that has a market price of less than $5.00 per share. The regulations applicable to penny stocks may severely affect the market liquidity for our common stock and could limit the ability of shareholders to sell securities in the secondary market. In such a case, an investor may find it more difficult to dispose of or obtain accurate quotations as to the market value of our common stock, and there can be no assurance that our common stock will be eligible for trading or quotation on any alternative exchanges or markets.

Delisting from Nasdaq could adversely affect our ability to raise additional financing through public or private sales of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities.

The White Lion Transaction

On November 25, 2024, the Company and White Lion entered into the Purchase Agreement and concurrently with the Purchase Agreement, the Company and White Lion entered into a Registration Rights Agreement (the “White Lion RRA”), pursuant to which we agreed to file with the SEC the registration statement of which this prospectus is a part to register for resale under the Securities Act the shares of stock issuable under the Purchase Agreement. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price (the “Purchase Price”) of newly issued shares (the “Purchase Notice Shares”) of the Company’s common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. Capitalized terms used but not otherwise defined in this section shall have the meanings given to such terms by the Purchase Agreement and the White Lion RRA. As previously disclosed, on November 14, 2022, the Company entered into a Common Stock Purchase Agreement with White Lion for an equity line facility under which the Company had the ability to sell to White Lion, from time to time, up to $10,000,000 in aggregate gross purchase price of its common stock (the “First ELOC CSPA”). On November 6, 2023, the Company entered into a second Common Stock Purchase Agreement with White Lion for an equity line facility under which the Company had the ability to sell to White Lion, from time to time, up to $10,000,000 in aggregate gross purchase price of its common stock (the “Second ELOC CSPA”). The Company and White Lion terminated the First ELOC CSPA concurrently with the entry into the Second ELOC CSPA. The Second ELOC CSPA expired December 31, 2024 and to date, the Company issued an aggregate of 283,251 common shares and received aggregate proceeds of approximately $8.2 million. The Company entered into the Purchase Agreement with White Lion to supplement and replace the Second ELOC CSPA. The Second ELOC CSPA terminated in accordance with its terms on December 31, 2024. As of May 15, 2025, there are 1,151,471 registered common shares available for issuance under the Purchase Agreement.

Subject to the satisfaction of certain customary conditions including, without limitation, the effectiveness of this registration statement registering the shares issuable pursuant to the Purchase Agreement, the Company’s right to sell shares registered hereby to White Lion will commence on the effective date of the registration statement and extend until December 31, 2025, unless the Company has exercised its right in full to sell shares to White Lion under the Purchase Agreement prior to such date (the period beginning on the effective date and ending on the earlier of such dates, the “Commitment Period”). During such term, subject to the terms and conditions of the Purchase Agreement, the Company may notify White Lion when the Company exercises its right to sell shares. The Purchase Notice may be for an accelerated purchase, fixed purchase, pre-market purchase, rapid purchase or VWAP purchase, each as described below.

The number of shares sold pursuant to any such notice may not exceed the lesser of (i) 30% of the Average Daily Trading Volume (as defined in the Purchase Agreement) (the “Percentage Limit”) for the common stock traded on Nasdaq and (ii) $1,000,000 divided by the highest closing price of the common stock over the most recent five business days immediately preceding receipt of the notice from the Company (the “Purchase Notice Date”), and can be increased at any time at the sole discretion of White Lion, up to 9.99% of the outstanding shares of the Company.

Under an accelerated Purchase Notice, the purchase price to be paid by White Lion for any such shares will equal the lowest traded price of the common stock during the 15 minutes period prior to receipt of the applicable Purchase Notice multiplied by 85%; provided, however, if the delivery of the applicable Purchase Notice shares is not initiated and completed by the Company’s transfer agent by 2:00 pm Pacific Time on the applicable Notice Date, the purchase price shall mean the lowest traded price of the Company’s common stock on the entire accelerated Purchase Notice Date. Under a fixed Purchase Notice, the purchase price to be paid by White Lion for any such shares will equal 85% of lowest daily VWAP of the common stock during a period of five consecutive business days prior to, ending on and including the applicable Notice Date. Under a pre-market Purchase Notice, the purchase price to be paid by White Lion for any such shares will equal the lowest traded price of the common stock commencing on the pre-market Purchase Notice Date, between 12:00 am Pacific Time and ending at 6:30am Pacific Time; provided, however, if the delivery of the applicable Purchase Notice shares is not initiated and completed by the Company’s transfer agent by 1:00 pm Pacific Time on the applicable Notice Date, the pre-market Purchase Price shall mean the lowest traded price of the Company’s common stock on the entire pre-market Purchase Notice Date. Under a VWAP Purchase Notice, the purchase price to be paid by White Lion will equal 90% of the VWAP of the common stock during the two consecutive business days commencing on and including the applicable Notice Date. Under a rapid Purchase Notice, the purchase price to be paid by White Lion will equal 85% of the VWAP of the common stock on the applicable Notice Date, unless notice is provided after 9:00 a.m. New York time on any business day, in which case the purchase price to be paid by White Lion will equal the lowest traded price of the Company’s common stock on the applicable Notice Date.

The Company may terminate the Purchase Agreement at any time in the event of a material breach of the Agreement by the investor, which shall be effected by written notice being sent by the Company to White Lion. In addition, the Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period or (ii) the date that, pursuant to or within the meaning of any Bankruptcy Law (as defined in the Purchase Agreement), the Company commences a voluntary case or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors.

The Purchase Agreement and the White Lion RRA contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

Market and Industry Data

Unless otherwise indicated, information contained (or incorporated by reference) in this prospectus concerning our industry and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable. Although we believe the data from these third-party sources is reliable, we have not independently verified any third-party information. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those set forth under the section titled “Risk Factors” included in this prospectus and the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us and subsequent filings with the SEC.

Use of Proceeds

~~This~~We ~~prospectus~~estimate ~~relates~~that the net proceeds to us from the issuance and sale of shares of our common stock (or Pre-Funded Warrants in lieu of common stock) and accompanying Common Warrants in this ~~that~~offering, ~~may~~as applicable, will be ~~offered~~approximately ~~and~~$11.2 ~~sold~~million, ~~from~~based ~~time~~on tothe ~~time~~assumed bypublic ~~White~~offering ~~Lion~~price of $5.45 Weper ~~will~~share, ~~not~~which ~~receive~~is the ~~any~~last reported sales price of our common stock on Nasdaq on April 1, 2026, (1) excluding the proceeds, if any, from the ~~resale~~exercise of the Common Warrants sold in this offering, (2) assuming no sale of any Pre-Funded Warrants, (3) assuming the maximum number of shares are sold in this offering and after deducting estimated Placement Agent fees and estimated offering expenses payable by us. However, because this is a reasonable best efforts offering and there is no minimum offering amount required as a condition to the closing of ~~common~~this ~~stock~~offering, the actual offering amount, and net proceeds to us, are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus. Based on the assumed public offering price set forth above, we estimate that our net proceeds from the sale of 75%, 50%, and 25% of the securities offered in this offering would be approximately $8.1 million, $5.3 million, and $2.5 million, respectively, assuming no sale of any Pre-Funded Warrants, no exercise of the accompanying Common Warrants, and after deducting the estimated Placement Agent fees and estimated offering expenses payable by ~~White~~us. ~~Lion~~If all of the Common Warrants sold in this offering were to be exercised in cash at their exercise price, we would receive additional gross proceeds of approximately $12.0 million, based on assumed exercise price of $5.45.

We ~~may~~currently ~~receive~~intend up to ~~$10,000,000~~use ~~in gross proceeds if we sell to White Lion shares issuable pursuant to~~ the ~~Purchase Agreement and registered hereby. We estimate that the~~ net proceeds ~~to us~~ from this ~~the sale of our common stock to White Lion pursuant to the Purchase Agreement would be up to $9~~offering,~~950,000, assuming~~ ~~that~~together wewith ~~sell the full amount of~~ our ~~common~~existing ~~stock~~cash ~~that~~and wecash ~~have the right~~equivalents, ~~but~~for ~~not~~working ~~the~~capital ~~obligation, to sell to White Lion under the Purchase Agreement~~ and ~~registered hereby, and after~~ other ~~estimated~~general ~~fees~~corporate ~~and expenses~~purposes. ~~See “Plan of Distribution” elsewhere in this prospectus for more information. We have already issued 25,000 shares of common stock to White Lion for total proceeds of $0.1 million.~~

~~Any~~Our expected use of net proceeds from ~~the~~this ~~Selling~~offering and ~~Securityholder~~our ~~that we~~existing ~~receive~~cash ~~under~~and ~~the~~cash ~~Purchase~~equivalents ~~Agreement~~represents ~~are~~our ~~currently~~intentions ~~expected~~based toupon beour ~~used~~current ~~for~~plans ~~general~~and ~~corporate~~business ~~purposes~~conditions, ~~including~~which ~~working capital. The~~could ~~amounts~~change ~~and~~in ~~timing~~the offuture as our ~~actual~~plans ~~expenditures~~and ~~may~~business ~~vary~~conditions ~~significantly depending on numerous factors~~evolve. As a result, ~~our~~we ~~management~~cannot ~~will~~predict ~~have broad~~with ~~discretion~~any incertainty ~~the~~our ~~application~~use of the net proceeds from this offering, ~~and~~or the ~~investors~~amounts that we will beactually ~~relying~~spend on ~~the~~each ~~judgment~~area of ~~our~~use set forth above. Our management will retain ~~regarding~~broad discretion over the ~~application~~allocation of the net proceeds from this offering. AsAccordingly, we ~~are~~will ~~unable~~have todiscretion ~~predict~~in the ~~timing or amount of potential issuances~~application of ~~all of~~ the ~~additional~~net ~~shares~~proceeds, ofand ~~common~~investors ~~stock~~will ~~issuable~~be ~~purchase~~relying toon ~~the~~our ~~Purchase~~judgment ~~Agreement,~~regarding wethe ~~cannot~~application ~~specify~~of ~~with~~the ~~certainty~~proceeds ~~all~~ of ~~the particular~~this ~~uses~~offering. ~~for~~See the subsection ~~net~~titled ~~proceeds~~“Risk ~~that~~Factors–Risks weRelated ~~will~~to ~~have~~This ~~from~~Offering ~~the~~and ~~sale~~Ownership of ~~such~~Our ~~additional~~Securities–We ~~shares.~~have Webroad ~~may~~discretion in the use of the net proceeds ~~for~~from ~~purposes~~this ~~that are~~offering ~~not~~and ~~contemplated~~may atnot ~~the~~use ~~time~~them ofeffectively, ~~this~~which ~~offering.~~could Itaffect isour ~~possible~~results ~~that~~of nooperations ~~shares~~and cause ~~will~~our bestock ~~issued~~price ~~under~~to ~~the Purchase Agreement~~decline.”

WeEach ~~will~~$1.00 ~~incur~~increase ~~all~~(decrease) ~~costs~~in ~~associated~~the ~~with~~assumed public offering price of $5.45 per share would increase (decrease) the net proceeds to us from this offering by approximately $2 million, assuming that the number of shares offered by us, as set forth on the cover of this prospectus remains the same, assuming no sale of any Pre-Funded Warrants, no exercise of the Common Warrants and after deducting the ~~registration~~estimated ~~statement~~Placement ofAgent ~~which~~fees itand isestimated aoffering ~~part~~expenses payable by us.

Similarly, each 1.0 million share increase (decrease) in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us by approximately $5.1 million, assuming the public offering price of $5.45 per share, remains the same, assuming no sale of any Pre-Funded Warrants, no exercise of the Common Warrants and after deducting the estimated Placement Agent fees and estimated offering expenses payable by us.

DILUTION

If you invest in our shares of common stock in this offering, your ownership interest will be diluted to the extent of the difference between the assumed public offering price per share of our common stock in this offering and the as adjusted net tangible book value per share of our common stock immediately after the closing of this offering.

As of December 31, 2025, our historical net tangible book value was approximately $2.3 million, or $5.80 per share of common stock. Our historical net tangible book value per share is equal to our total tangible assets, less total liabilities, divided by the number of outstanding shares of common stock as of December 31, 2025.

After giving effect to the issuance of 98,043 shares under the At-The-Market Issuance Sales Agreement, dated August 22, 2025, with Ascendiant Capital Markets LLC subsequent to December 31, 2025 (the “Pro Forma Adjustments”), our pro forma net tangible book value as of December 31, 2025 would have been approximately $3.2 million, or $6.45 per share of common stock.

After giving further effect to the sale of shares of our common stock and accompanying Common Warrants in this offering at an assumed public offering price of $5.45 per share, the last reported sale price of our common stock on the Nasdaq Capital Market on April 1, 2026, and after deducting commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2025 would have been approximately $14.1 million, or $5.23 per share of common stock. This amount represents an immediate increase (decrease) in as adjusted net tangible book value of $(1.21) per share to our existing stockholders and an immediate dilution of $0.22 per share to investors participating in this offering. We determine dilution per share to investors participating in this offering by subtracting as adjusted net tangible book value per share after this offering from the assumed public offering price per share paid by investors participating in this offering.

The following table illustrates this per share dilution to new investors:

Assumed public offering price per share				$	5.45
Historical Net tangible book value per share as of December 31, 2025	$	5.80
Increase in net tangible book value per share attributable to the Pro Forma Adjustments		0.65
Pro forma net tangible book value per share as of December 31, 2025		6.45
Increase (decrease) in net tangible book value per share attributable to this offering		(1.20	)
Pro forma net tangible book value per share after giving effect to this offering as of December 31, 2025					5.23
Net dilution in net tangible book value per share to new investors participating in this offering				$	0.22

To the extent that outstanding options, restricted stock units or warrants are exercised or shares of preferred stock are converted, or any additional options, restricted stock units, warrants or other equity awards are granted and exercised or become vested or other issuances of shares of our common stock are made, you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of common stock or securities exercisable, convertible or exchangeable into common stock, such issuance could result in further dilution to our stockholders.

The above discussion and table are based on 402,833 shares of our common stock outstanding as of December 31, 2025, and excludes as of such date:

	·	32 shares of our common stock reserved for issuance under outstanding stock options granted under our 2013 Equity Incentive Plan;
	·	17,421 shares of our common stock reserved for issuance under outstanding stock options granted under our 2020 Equity Incentive Plan;
	·	333 shares of our common stock reserved for future grant under our 2020 Equity Incentive Plan;
	·	187 shares of our common stock reserved for issuance under outstanding stock options and outstanding restricted stock units granted as employment inducement awards to current executives outside of our 2013 and 2020 Equity Incentive Plans;
	·	5,473 shares of common stock reserved for issuance upon the exercise of outstanding common stock warrants;
	·	47,379 shares of common stock reserved for issuance upon the conversion of our Series C convertible Preferred Stock including accrued capitalized dividends;
	·	50,393 shares of common stock reserved for issuance upon the exercise of warrants sold in a private placements;
	·	Up to 672,918 shares of common stock that may be sold in the future by the Company to White Lion Capital pursuant to the Equity Line Purchase Agreement; and
	·	Up to shares of common stock issuable upon exercise of warrants sold in this offering.

Dividend Policy

We have not declared or paid any cash dividends on our capital stock since our inception. We currently intend to retain ~~future~~all ~~earnings,~~available iffunds and any, tofuture ~~finance~~earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

1220

Market for Registrant’s Common Equity, AND Related Stockholder Matters

Our common stock has been traded on ~~the~~ Nasdaq ~~Stock~~ ~~Market~~ under the symbol “AUUD” since our ~~IPO~~initial onpublic ~~February~~offering ~~17,~~in ~~2021. Our Series A Warrants have been traded on the Nasdaq Stock Market under the symbol “AUUDW” since our IPO on~~ February ~~17,~~ 2021. As of ~~March~~April 311, ~~2025~~2026, there were approximately ~~81 holders~~79 holders of record of our common stock ~~and 1 holder of record of our Series A warrants~~. These numbers are based on the actual number of holders registered at such date and does not include holders whose shares are held in “street name” by brokers and other nominees.

~~Dividends~~21

We have never paid any cash dividends on our common stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends on our common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

Description of Capital Stock

The following description is intended as a summary of our certificate of incorporation (which we refer to as our “charter”) and our bylaws, each ofpreviously ~~which~~filed iswith the ~~filed~~SEC and incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part, and to the applicable provisions of the Delaware General Corporation Law (the “DGCL”). Because the following is only a summary, it does not contain all of the information that may be important to you. For a complete description, you should refer to our charter and bylaws.

We have ~~two~~one ~~classes~~class of securities registered under Section 12 of the Securities and Exchange Act. ~~Our shares~~ of ~~common~~1934, ~~stock~~as ~~are~~amended ~~listed on The Nasdaq Stock Market under~~ (the ~~trading symbol~~ “~~AUUD.~~Exchange Act” ). Our ~~Series~~shares Aof ~~Warrants~~common stock are listed on ~~the~~ Nasdaq ~~Stock Market~~ under the trading symbol “~~AUUDW~~AUUD.”

Authorized Capital Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.

Common Stock

The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders. The holders of our common stock do not have any cumulative voting rights. Holders of our common stock are entitled to receive ratably any dividends declared by our board of directors out of funds legally available for that purpose, subject to any preferential dividend rights of any outstanding preferred stock. Our common stock has no preemptive rights, conversion rights or other subscription rights or redemption or sinking fund provisions.

In the event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities and any liquidation preference of any outstanding preferred stock. Each outstanding share of common stock is duly and validly issued, fully paid and non-assessable.

Preferred Stock

Our board will have the authority, without further action by our stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting, or the designation of, such series, any or all of which may be greater than the rights of common stock. The issuance of our preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon our liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change in control of our company or other corporate action.

Series BC Convertible Preferred Stock

On ~~April~~June 2330, ~~2024~~2025, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with accredited investors, pursuant to which we issued and sold ~~2,314~~ 750 shares of our newly designated Series BC Convertible Preferred Stock (the “Series C Convertible Preferred Stock”) for an aggregate purchase price of $2750,~~314,~~000.

Holders of the Series B Convertible Preferred Stock will be entitled to dividends in the amount of 10% per annum, payable quarterly. We have the option to pay dividends on the Series B Convertible Preferred Stock in additional shares of common stock. If we elect to pay in the form of common stock, the number of dividend shares to be issued shall be calculated by using a “Dividend Conversion Price” equal to the lower of (i) the then applicable Conversion Price (as defined in the Certificate of Designations) as in effect on the applicable dividend date, or (ii) 90% of the lowest volume-weighted average price (“VWAP”) of the common stock during the five (5) consecutive trading day period ending and including the trading day immediately preceding the applicable dividend date. We also have the option to cumulate or “capitalize” the dividends, in which case the accrued dividend amount shall be added to the stated value of each share of Series B Convertible Preferred Stock.22

~~The~~Holders ~~stated value~~ of ~~each~~the ~~share of~~ Series BC Convertible ~~Preferred~~ Preferred Stock ~~(including~~will ~~all~~be ~~the~~entitled ~~unpaid~~to dividends ~~and~~in ~~other~~the ~~amounts~~amount of 15% per annum, payable quarterly. We have the option to pay dividends on the Series C B Convertible Preferred Stock) ~~will~~in beadditional ~~convertible into~~shares of common stock. atIf anwe ~~initial~~elect ~~fixed~~to ~~Conversion~~pay ~~Price~~in ofthe ~~$31.47~~form ~~per share~~ of common stock., ~~The~~the ~~current~~number ~~conversion~~of ~~and exercise price~~dividend ~~has~~shares ~~been~~to ~~adjusted~~be toissued ~~$6.2934.~~shall ~~The~~be ~~Series~~calculated Bby ~~Convertible~~using ~~Preferred~~a ~~Stock~~“Dividend ~~may~~Conversion bePrice” ~~converted~~equal ~~into~~to ~~shares~~the lower of ~~common~~(i) ~~stock~~the atthen ~~any~~applicable Series ~~time~~C atConversion Price (as defined in the ~~option~~ Certificate of ~~the~~Designations ~~holder.~~for ~~The~~the Series BC Convertible Preferred Stock ~~may~~(the ~~also~~“Certificate of beDesignations”)) ~~converted~~as ~~into~~in ~~shares~~effect ofon ~~common~~the ~~stock~~applicable atdividend ~~our~~date, ~~option~~or if(ii) 90% of the ~~closing~~ lowest volume-weighted average price (“VWAP”) of the common stock ~~exceeds~~during ~~300%~~the offive ~~the~~consecutive ~~Conversion~~trading ~~Price~~day ~~for~~period 20ending ~~consecutive~~and including the trading ~~days~~day immediately preceding the applicable dividend date. We also have the option to cumulate or “capitalize” the dividends, in which case the accrued dividend amount shall be added to the stated value of each share of Series C Convertible Preferred Stock.

The ~~Conversion~~stated ~~Price~~value of ~~the~~each share of Series BC Convertible Preferred Stock ~~is subject to certain anti-dilution adjustments,~~ (including inall the ~~event~~unpaid ofdividends ~~any~~and ~~stock~~other ~~splits~~amounts orpayable ~~combinations,~~on ~~certain~~the ~~dividends and~~Series ~~distributions,~~C ~~reclassification,~~Convertible ~~exchange~~Preferred orStock) ~~substitution~~will ofbe ~~our~~convertible into common stock orat inan ~~the~~initial ~~event~~fixed ~~that~~Conversion wePrice ~~grant,~~of ~~issue~~$36.73 orper ~~sell~~share ~~(or~~of ~~enters into~~common ~~any~~stock. ~~agreement~~The toSeries ~~grant,~~C ~~issue~~Convertible orPreferred ~~sell),~~Stock ormay be ~~are~~converted ~~deemed~~into ~~to have granted, issued or sold, any~~ shares of common stock ~~for~~at aany ~~consideration per~~time ~~share~~at (the ~~“New~~option ~~Issuance~~of ~~Price”)~~the ~~less~~holder. ~~than~~The aSeries ~~price~~C ~~equal~~Convertible toPreferred ~~the~~Stock ~~Conversion~~may ~~Price~~also inbe converted ~~effect~~into ~~immediately~~shares ~~prior~~of tocommon ~~such~~stock ~~granting, issuance~~at orour ~~sale~~option orif ~~deemed~~the ~~granting,~~closing ~~issuance~~price orof ~~sale (~~the ~~foregoing~~common astock ~~“Dilutive~~exceeds ~~Issuance”)~~300% ~~Immediately~~of ~~after such Dilutive Issuance,~~ the Conversion Price ~~then~~for 20 inconsecutive ~~effect~~trading ~~shall~~days, besubject ~~reduced~~ to ancertain ~~amount equal to the New Issuance Price~~conditions.

The Conversion Price of the Series BC Convertible Preferred Stock ~~has~~is ~~no voting~~subject ~~rights~~to certain anti-dilution adjustments, ~~except~~including asin ~~may~~the ~~otherwise~~event beof ~~required~~any bystock ~~the~~splits ~~General~~or ~~Corporation~~combinations, ~~Law~~certain ofdividends and ~~the~~distributions, ~~State~~reclassification, exchange or substitution of ~~Delaware.~~our ~~The~~common ~~stated~~stock ~~value~~or ofin ~~each~~the ~~share of~~event ~~Series~~that Bwe ~~Convertible~~grant, ~~Preferred~~issue ~~Stock~~or sell (~~including~~or ~~all~~enters into ~~the~~any ~~unpaid~~agreement ~~dividends~~to ~~and~~grant, ~~other~~issue ~~amounts~~or ~~payable~~sell), onor ~~the~~are ~~Series~~deemed Bto ~~Convertible~~have ~~Preferred Stock)~~granted, ~~will~~issued beor ~~convertible~~sold, ~~into~~any shares of common stock atfor ana ~~initial~~consideration per ~~fixed~~share (the “New Issuance Price”) less than a price equal to the Conversion Price ofin ~~$31.47~~effect ~~per~~immediately ~~share~~prior ofto ~~common~~such ~~stock.~~granting, issuance ~~The~~or ~~Series~~sale Bor ~~Convertible~~deemed granting, issuance or sale (the foregoing, a “Dilutive Issuance”); provided, that any Conversion ~~Preferred~~Price ~~Stock~~adjustment due to a Dilutive Issuance may not be ~~converted~~effected ~~into~~until ~~shares~~after stockholder approval of ~~common~~the ~~stock~~issuance atof ~~any~~all ~~time~~of atthe securities under the ~~option~~Securities Purchase Agreement in compliance with the rules and regulations of Nasdaq has been obtained. Immediately after such Dilutive Issuance, the ~~holder~~Conversion Price then in effect shall be reduced to an amount equal to the New Issuance Price. The conversion price has been subsequently adjusted to $9.0976.

The ~~Certificate~~Series ofC ~~Designations~~Convertible ~~contains~~Preferred ~~customary events~~Stock ofhas ~~default,~~no voting ~~or “Triggering Events”~~rights, ~~including,~~except ~~among~~as ~~others,~~may ~~(i)~~otherwise ~~certain~~be ~~events~~required ofby ~~bankruptcy, insolvency or reorganization; (ii) failure to comply with~~ the listing rules of Nasdaq; (iii) certain breaches of the transaction agreements related to this financing; and (iv) any of the shares of the Series B Convertible Preferred Stock remaining outstanding on or after April 23, 2026DGCL.

14The Certificate of Designations contains customary events of default (“Triggering Events”), including, among others, (i) certain events of bankruptcy, insolvency or reorganization; (ii) failure to comply with the listing rules of Nasdaq; (iii) certain breaches of the transaction agreements related to the Series C Convertible Preferred Stock financing; and (iv) any of the shares of the Series C Convertible Preferred Stock remaining outstanding on or after June 30, 2027.

Upon the occurrence of a Triggering Event, (i) the dividend rate on the Series BC Convertible Preferred Stock will increase toby 18%, and (ii) the Conversion Price then in effect will be adjusted to an “Alternate Conversion Price” equal to the lowest of (i) the applicable Conversion Price as then in effect, and (ii) the greater of (x) the “Floor Price” of $67.~~2934~~3458 and (y) 80% of the lowest VWAP of the common stock during the five ~~(5)~~ consecutive trading day period immediately preceding the delivery or deemed delivery of the applicable conversion notice.

At any time, we shall have the right to redeem all, but not less than all, of the Series BC Convertible Preferred ~~Shares~~Stock then outstanding in cash at a 25% redemption premium to the greater of (i) the face value of our common stock underlying the Series BC Convertible Preferred ~~Shares~~Stock and (ii) the equity value of our common stock underlying the Series BC Convertible Preferred ~~Shares~~Stock. The equity value of our common stock underlying the Series BC Convertible Preferred ~~Shares~~Stock is calculated using the greatest closing sale price of our common stock on any trading day immediately preceding the date we notify the holders of our election to redeem and the date we make the entire payment required.

Upon our liquidation, dissolution or winding up, holders of Series B Convertible Preferred Stock shall be entitled to receive in cash out of our assets, before any amount shall be paid to the holders of any of shares of common stock, an amount per shares of Series B Convertible Preferred Stock equal to the sum of (i) the Black Scholes Value (as defined in the Warrants) with respect to the outstanding portion of all Warrants held by such holder (without regard to any limitations on the exercise thereof) as of the date of such event and (ii) the greater of (A) 125% of the applicable liquidation value and (B) the amount per share such holder would receive if such holder converted such share of Series B Convertible Preferred Stock into common stock immediately prior to the date of such payment.23

OnUpon ~~February~~our 19liquidation, ~~2025,~~dissolution ~~140~~or ~~shares~~winding up, holders of Series BC Convertible Preferred ~~stock~~ ~~were~~Stock ~~converted~~shall be entitled to 16receive in cash out of our assets,~~654~~ before any amount shall be paid to the holders of any of shares of ~~Common~~common stock~~. Additionally~~, an amount per shares of Series C Convertible Preferred Stock equal to the sum of (i) the Black Scholes Value (as defined in the warrants issued pursuant to the Securities Purchase Agreement (the “Warrants”)) with respect to the outstanding portion of all Warrants held by such holder (without regard to any limitations on ~~February~~the ~~19,~~exercise ~~2025,~~thereof) as of the ~~Series~~date of such event and (ii) the greater of (A) 125% of the applicable liquidation value and (B) ~~Preferred~~the ~~stockholders~~amount ~~converted~~per share such holder ~~their~~would ~~capitalized~~receive ~~dividends~~if ~~into~~such ~~16,654~~holder ~~shares~~converted such share of ~~Common~~Series C Convertible Preferred Stock into common stock immediately prior to the date of such payment.

InAs of April ~~2025~~1, ~~447~~2026, there were 750 shares of Series C BConvertible Preferred ~~stock~~ ~~and~~Stock ~~capitalized dividends were converted to 85,225 shares of Common stock~~outstanding.

AsWe ofhave ~~March~~no ~~31,~~other ~~2025,~~shares ~~there~~of ~~were~~preferred ~~2,174shares~~stock ofthat ~~Series~~are Bcurrently ~~Preferred stock~~ outstanding.

We have no other shares of preferred stock are currently outstanding.

Anti-Takeover Effects of Delaware Law and Provisions of Our Charter and Our Bylaws

Certain provisions of the DGCL and of our charter and our bylaws could have the effect of delaying, deferring or preventing another party from acquiring control of us and encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. These provisions include the items described below.

Delaware Anti-Takeover Statute

We are subject to the provisions of Section 203 of the DGCL (“Section 203”). In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

· before the stockholder became interested, our ~~Board~~board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; · upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or · at or after the time the stockholder became interested, the business combination was approved by our board of directors and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

· upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or

· at or after the time the stockholder became interested, the business combination was approved by our Board and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

Section 203 defines a business combination to include:

· any merger or consolidation involving the corporation and the interested stockholder; · any sale, transfer, lease, pledge, exchange, mortgage or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; · subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; or · the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

~~· any sale, transfer, lease, pledge, exchange, mortgage or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;~~24

· subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; or

· the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by the entity or person.

Board Composition and Filling Vacancies

Our charter provides that stockholders may remove directors only for cause and only by the affirmative vote of the holders of at least two-thirds of our outstanding common stock. Our charter and bylaws authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors may only be set by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.

No Written Consent of Stockholders

Our charter and bylaws provide that all stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting, and that stockholders may not take any action by written consent in lieu of a meeting. This limit may lengthen the amount of time required to take stockholder actions and would prevent the amendment of our bylaws or removal of directors by our stockholders without holding a meeting of stockholders.

Meetings of Stockholders

Our charter and bylaws provide that only a majority of the members of our ~~Board~~board of directors then in office, our Executive Chairman or our Chief Executive Officer may call special meetings of stockholders and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders.

Advance Notice Requirements

Our bylaws provide advance notice procedures for stockholders seeking to bring matters before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our bylaws also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

Amendment to Our Charter and Bylaws

The DGCL, provides, generally, that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our bylaws may be amended or repealed by a majority vote of our board of directors or the affirmative vote of the holders of at least two-thirds of the votes that all our stockholders would be entitled to cast in an annual election of directors. In addition, the affirmative vote of the holders of at least two-thirds of the votes that all our stockholders would be entitled to cast in an election of directors is required to amend or repeal or to adopt certain provisions of our charter.

Undesignated Preferred Stock

Our charter provides for 10,000,000 authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may enable our board to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our stockholders, our board could cause shares of convertible preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our charter grants our board broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of usthe Company.

Choice of Forum

Our charter provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings: any derivative action or proceeding brought on ~~behalf~~our ~~of the Company~~behalf, any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to ~~the~~us ~~Company~~ or ~~the~~our ~~Company’s~~ stockholders, any action asserting a claim against ~~the~~us ~~Company~~ arising pursuant to any provision of the DGCL or ~~the~~our ~~Company’s certificate of incorporation~~ charter or bylaws, or any action asserting a claim against ~~the~~us ~~Company~~ governed by the internal affairs doctrine. Our charter also provides that unless we ~~the~~consent ~~Company consents~~ in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “Securities Act”). Despite the fact that the ~~certificate~~charter ~~of incorporation~~ provides for this exclusive forum provision to be applicable to the fullest extent permitted by applicable law, Section 27 of the Exchange Act, creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, this provision of ~~the~~our ~~Company’s~~charter ~~certificate of incorporation~~ would not apply to claims brought to enforce a duty or liability created by the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. However, there is uncertainty as to whether a Delaware court would enforce the exclusive federal forum provisions for Securities Act claims and ~~that~~ investors cannot waive compliance with the federal securities laws and rules and regulations thereunder.

Unless ~~the~~we ~~Company~~consent ~~consents~~ in writing to the ~~selection~~ selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of of any complaint asserting a cause of action arising under the Securities Act.

Series A Warrants

Each Series A Warrant represents the right to purchase one share of common stock at an exercise price of $1,928.4375. The Series A Warrants are exercisable beginning February 17, 2021 will terminate on the 5th anniversary date the Series A Warrants are first exercisable. The exercise price and number of shares for which each Series A Warrant may be exercised is subject to adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock.

Holders of the Series A Warrants may exercise their Series A Warrants to purchase shares of our common stock on or before the termination date by delivering an exercise notice, appropriately completed and duly signed. Payment of the exercise price for the number of shares for which the Series A Warrants is being exercised must be made within two trading days following such exercise. In the event that the registration statement relating to the Series A Warrants shares (the “Warrant Shares”) is not effective, a holder of Series A Warrants may only exercise its Series A Warrants for a net number of Warrant Shares pursuant to the cashless exercise procedures specified in the Series A Warrants. Series A Warrants may be exercised in whole or in part, and any portion of a Series A Warrant not exercised prior to the termination date shall be and become void and of no value. The absence of an effective registration statement or applicable exemption from registration does not alleviate our obligation to deliver common stock issuable upon exercise of a Series A Warrant.

Upon the holder’s exercise of a Series A Warrant, we will issue the shares of common stock issuable upon exercise of the Series A Warrant within three trading days of our receipt of notice of exercise, subject to timely payment of the aggregate exercise price therefor.

The shares of common stock issuable on exercise of the Series A Warrants will be, when issued in accordance with the Series A Warrants, duly and validly authorized, issued and fully paid and non-assessable. We will authorize and reserve at least that number of shares of common stock equal to the number of shares of common stock issuable upon exercise of all outstanding warrants.

If, at any time a Series A Warrant is outstanding, we consummate any fundamental transaction, as described in the Series A Warrants and generally including any consolidation or merger into another corporation, the consummation of a transaction whereby another entity acquires more than 50% of our outstanding common stock, or the sale of all or substantially all of our assets, or other transaction in which our common stock is converted into or exchanged for other securities or other consideration, the holder of any Series A Warrants will thereafter receive upon exercise of the Series A Warrants, the securities or other consideration to which a holder of the number of shares of common stock then deliverable upon the exercise or conversion of such Series A Warrants would have been entitled upon such consolidation or merger or other transaction.

The Series A Warrants are not exercisable by their holder to the extent (but only to the extent) that such holder or any of its affiliates would beneficially own in excess of 4.99% of our common stock.

Amendments and waivers of the terms of the Series A Warrants require the written consent of the holder of such Series A Warrants and us. The Series A Warrants will be issued in book-entry form under a warrant agent agreement between V-Stock Transfer Company, Inc. as warrant agent, and us, and shall initially be represented by one or more book-entry certificates deposited with The Depository Trust Company, or DTC, and registered in the name of Cede & Co., a nominee of DTC, or as otherwise directed by DTC.

You should review a copy of the warrant agent agreement and the form of the Series A Warrants, each of which are included as exhibits to the registration statement of which this prospectus is a part.

Transfer Agent, Registrar, Warrant Agent

The transfer agent and registrar for our common stock ~~and the warrant agent for our Series A Warrants~~ is VStock Transfer LLC, 18 Lafayette Place, Woodmere, NY 11598.

As of ~~March~~April 311, ~~2025~~2026 there were ~~620~~500,~~436~~876 shares of our common stock outstanding, and approximately 8179 stockholders of record.

Other Warrants

At ~~March~~April 311, ~~2025~~2026, we had 2764,~~256~~699 ~~outstanding~~other ~~prefunded~~outstanding common stock warrants with ~~an exercise price of $0.001 per share. At March 31, 2025, we also had 115,659 other outstanding common stock warrants with~~ a weighted-average exercise price of $~~157~~9.310976 and a weighted average remaining contractual life of approximately 3.9 years ~~as of March 31, 2025~~.

These warrants have a net exercise provision under which its holder may, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the underlying shares at the time of exercise of the warrant after deduction of a number of shares equal in value to the aggregate exercise price. The warrants contain provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant in the event of certain stock dividends, stock splits, reorganizations, reclassifications and consolidations.

Outstanding Stock Options

2013 Equity Incentive Plan

AtAs ~~March~~of 31April 1, ~~2025~~2026, we had ~~542~~32 outstanding common stock options, with a weighted-average exercise price of $138,~~669.04~~034, which were granted under the Clip Interactive, LLC 2013 Equity Incentive Plan. We ceased granting awards under the 2013 Equity Incentive Plan upon the implementation of the 2020 Equity Incentive Plan described below.

2020 Equity Incentive Plan

The Company’s 2020 Equity Incentive Plan, which became effective upon the completion of ~~the~~our ~~IPO~~initial public offering in February 2021, serves as the successor equity incentive plan to the 2013 ~~Plan. The~~Equity ~~2020~~Incentive Plan. ~~currently~~As ~~has~~of anApril ~~aggregate~~1, ~~of 86~~2026,~~060~~ ~~shares~~the of2020 ~~common~~Equity ~~stock~~Incentive ~~authorized~~Plan ~~for~~had ~~issuance,~~an ~~after~~aggregate ~~giving effect to the “evergreen” increase~~ of 1957,~~887~~893 shares as of ~~January~~common 1,stock authorized ~~2025~~for issuance.

The 2020 Equity Incentive Plan contains an “evergreen” provision, pursuant to which the number of shares of common stock reserved for issuance pursuant to awards under such plan shall be increased on the first day of each year beginning January 1, 2022 and ending January 1, 2030 equal to the lesser of (a) five percent ~~(5%)~~ of the ~~shares~~ shares of stock outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (b) such smaller number of of shares of stock as determined by our board of directors.

AtAs ~~March~~of 31April 1, ~~2025~~2026, under our 2020 Equity Incentive Plan, there were (i) 3117,~~935~~421 outstanding common stock options with a weighted average exercise price of $7737.2494 and (ii) 5420,~~125~~472 shares ~~remaining~~ remaining available for future grant.

1927

~~Selling~~DESCRIPTION ~~Securityholder~~of securities we are offering

~~White~~We ~~Lion~~are ~~(as~~offering aup ~~Selling~~to ~~Securityholder)~~2,201,834 ~~may~~shares ~~from~~of Common ~~time~~Stock, totogether ~~time~~with ~~offer~~2,201,834 ~~and~~Warrants ~~sell~~to ~~any~~purchase orup ~~all~~to 2,201,834 shares of ~~the~~Common Stock. We are also offering Pre-Funded Warrants to purchase 2,201,834 shares of ~~common~~Common ~~stock~~Stock ~~that~~to ~~may~~those bepurchasers, ~~issued~~whose bypurchase usof toshares ~~White~~of ~~Lion~~Common ~~under~~Stock in this offering would result in the ~~Purchase~~purchaser, ~~Agreement~~together with its affiliates and certain related parties, beneficially owning more than 4. We99% ~~are~~(or, ~~registering~~at the ~~shares~~election of the ~~common~~purchaser, ~~stock~~9.99%) ~~pursuant~~of toour outstanding Common Stock following the ~~provisions~~consummation of this offering in lieu of the ~~White~~shares ~~Lion~~of ~~RRA~~our Common Stock that would result in ~~order~~ownership toin ~~permit~~excess ~~White~~of ~~Lion~~4.99% to(or, ~~offer~~ at the ~~shares~~election of the purchaser, 9.99%). Each Pre-Funded Warrant will be exercisable for ~~resale~~one ~~from~~(1) ~~time~~share toof ~~time~~Common Stock. ~~Except~~Each ~~for~~Pre-Funded Warrant is being issued together with the ~~transactions~~same ~~contemplated~~Common byWarrant described above being issued with each share of Common Stock. The shares of Common Stock or Pre-Funded Warrants, as the ~~Purchase~~case ~~Agreement~~may be, and the ~~White~~accompanying Common ~~Lion~~Warrants, ~~RRA~~can ~~or as~~only ~~otherwise~~be ~~disclosed~~purchased together in this ~~prospectus~~offering, ~~White~~but ~~Lion~~the ~~has~~shares ~~not~~of ~~had~~Common ~~any~~Stock ~~material~~and ~~relationship~~Pre-Funded ~~with~~Warrants usand ~~within~~accompanying Common Warrants are immediately separable and will be issued separately in this offering. We are also registering the ~~past~~shares ~~three~~of ~~years~~Common Stock issuable from time to time upon exercise of the Pre-Funded Warrants and Common Warrants offered hereby.

The table below presents information regarding White Lion (as a Selling Securityholder) and the shares of common stock that it may offer from time to time under this prospectus. This table is prepared based on information supplied to us by White Lion, and reflects holdings as of March 31, 2025. The number of shares in the column “Maximum Number of Shares of Common Stock ~~to be Offered Pursuant to this Prospectus” represents all of the shares of Common Stock that White Lion may offer under this prospectus.~~

~~Beneficial~~The ~~ownership~~material isterms ~~determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act,~~ and ~~includes~~provisions ~~shares~~ of common stock with respect to which the Selling Securityholder has voting and investment power. The percentage of shares of common stock beneficially owned by the Selling Securityholder prior to the offering shown in the table below is based on an aggregate of 620,436 shares of our common stock ~~outstanding~~are ~~on March 31,~~described ~~2025. Because the purchase price of the shares of common stock issuable~~ under the ~~Purchase~~caption ~~Agreement~~“Description ~~is determined on the date~~ of ~~each purchase,~~Capital ~~the number of shares that may actually be sold by the Company under the Purchase Agreement may be fewer than the number of shares being offered by this prospectus~~Stock”. ~~The fourth column assumes the sale of all of the shares offered by the Selling Securityholder pursuant to this prospectus.~~

Name of Selling Securityholder	Number of Shares of Common Stock Owned Prior to Offering		Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus	Number of Shares of Common Stock Owned After Offering
	Number(1)	Percent(2)		Number(3)	Percent(2)
White Lion Capital LLC(4)	0	-	5,000,000	0	-

Pre-Funded Warrants

~~____________________~~ The following summary of certain terms and conditions of the Pre-Funded Warrants is not complete and is subject to, and qualified in its entirety by, the provisions of the Pre-Funded Warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Pre-Funded Warrant for a complete description of the terms and conditions of the Pre-Funded Warrants.

* Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.Exercisability

~~(1)~~The ~~In accordance with Rule 13d~~Pre-~~3(d)~~Funded ~~under~~Warrants ~~the~~will ~~Exchange~~be ~~Act~~exercisable, weat ~~have excluded from~~ the ~~number~~option of ~~shares~~the ~~beneficially~~holder, in ~~owned~~whole ~~prior~~or toin ~~the~~part, ~~offering~~by ~~all~~delivering ofto ~~the~~us ~~shares~~a ~~that~~duly ~~White~~executed ~~Lion~~exercise ~~may~~notice beaccompanied ~~required~~by topayment ~~purchase~~in ~~under~~full ~~the~~for ~~Purchase Agreement, because~~ the ~~issuance~~number of ~~such~~ shares isof ~~solely at~~ our common ~~discretion~~stock ~~and~~purchased isupon ~~subject~~such toexercise ~~conditions~~(except ~~contained~~ in the ~~Purchase~~case ~~Agreement, the satisfaction~~ of ~~which~~a ~~are~~cashless ~~entirely~~exercise ~~outside~~as ofdiscussed ~~White~~below). ~~Lion’s~~The ~~control,~~holder ~~including~~(together ~~the~~with ~~registration~~its affiliates) ~~statement~~may ~~that~~not ~~includes~~exercise ~~this~~any ~~prospectus~~portion ~~becoming and remaining effective. Furthermore, the purchase~~ of ~~common~~such ~~stock~~holder’s isPre-Funded ~~subject~~Warrants to ~~certain~~the ~~agreed~~extent ~~upon~~that ~~maximum~~the ~~amount~~holder ~~limitations~~would ~~set~~own ~~forth~~more ~~in the Purchase Agreement~~than 4.99% ~~Also~~(or, at the ~~Purchase~~election ~~Agreement prohibits us from issuing and selling any shares~~ of ~~our common stock to White Lion to~~ the ~~extent such shares~~holder, ~~when~~9.99%) ~~aggregated with all other shares~~ of ~~our~~the outstanding common stock ~~then~~immediately ~~beneficially~~after ~~owned by White Lion~~exercise, ~~would~~as ~~cause~~such ~~White~~percentage ~~Lion’s beneficial~~ ownership is ofdetermined ~~our~~in ~~common~~accordance ~~stock~~with tothe ~~exceed~~terms ~~9.99%~~of (the ~~“Beneficial~~Pre-Funded ~~Ownership Cap”)~~Warrants. ~~The~~Purchasers ~~Purchase~~of ~~Agreement~~Pre-Funded ~~also~~Warrants ~~prohibits~~in usthis ~~from~~offering ~~issuing~~may oralso ~~selling~~elect prior ~~shares~~to ~~of our common stock under~~ the ~~Purchase~~issuance ~~Agreement in excess~~ of ~~66,715 (~~the ~~“Exchange~~Pre-Funded ~~Cap”),~~Warrants ~~unless~~to wehave ~~obtain~~the ~~stockholder~~initial ~~approval~~exercise tolimitation doset ~~so,~~at or9.99% ~~unless~~of ~~sales~~our ofoutstanding ~~common~~Common ~~stock~~Stock, except ~~are~~that ~~made~~upon at aleast ~~price~~61 ~~equal~~days’ toprior ornotice ~~greater~~from ~~than~~the ~~$9.0581~~holder asto ~~required~~us, ~~under~~the ~~applicable~~holder ~~Nasdaq~~may ~~rules.~~decrease ~~Neither~~or ~~the~~increase ~~Beneficial~~such ~~Ownership~~percentage ~~Cap~~ownership of ~~nor~~outstanding ~~the~~stock ~~Exchange~~after ~~Cap~~exercising ~~(to~~ the ~~extent~~holder’s ~~applicable~~Pre-Funded ~~under~~Warrants ~~Nasdaq~~but ~~rules)~~such ~~may~~percentage beshall ~~amended~~not orexceed ~~waived~~9.99% ~~under~~of the ~~Purchase~~number of ~~Agreement.~~shares Onof ~~December 30, 2024,~~ our ~~stockholders~~common ~~approved~~stock ~~the~~outstanding ~~issuance~~immediately ofafter ~~shares~~giving ineffect ~~excess~~to of the ~~Exchange Cap~~exercise.

~~(2)~~Duration ~~Applicable~~and ~~percentage~~Exercise ~~ownership is based on 620,436 shares of our common stock outstanding as of March 31, 2025.~~Price

~~(3)~~The ~~Assumes~~exercise price per whole share of our common stock purchasable upon the ~~sale~~exercise of ~~all~~the ~~shares~~Pre-Funded ~~being~~Warrants ~~offered~~is ~~pursuant~~$0.001 per share of common stock. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until the Pre-Funded Warrants are exercised in full. The exercise price of the Pre-Funded Warrants is subject to ~~this~~appropriate ~~prospectus~~adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.

(4) The business address of White Lion Capital, LLC (“WLC”), is 17631 Ventura Blvd., Suite 1008, Encino, CA 91316. WLC’s principal business is that of a private investor. Dmitriy Slobodskiy Jr., Yash Thukral, SamYaffa, and Nathan Yee are the managing principals of WLC. Therefore, each of Slobodskiy Jr., Thukral, Yaffa, and Yee may be deemed to have sole voting control and investment discretion over securities beneficially owned directly by WLC and, indirectly, by WLC. We have been advised that WLC is not a member of the Financial Industry Regulatory Authority or an independent broker-dealer. The foregoing should not be construed in and of itself as an admission by Slobodskiy Jr., Thukral, Yaffa, and Yee as to beneficial ownership of the securities beneficially owned directly by WLC and, indirectly, by WLC.28

20Cashless Exercise

In lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) a number of Pre-Funded Warrant Shares net of a number of shares of common stock with market value equal to the total exercise price, as determined according to a formula set forth in the Pre-Funded Warrant.

Transferability

Subject to applicable laws, the Pre-Funded Warrants may be offered for sale, sold, transferred or assigned at the option of the holder upon surrender of the Pre-Funded Warrants to us together with the appropriate instruments of transfer.

Fractional Shares

No fractional shares of common stock will be issued upon the exercise of the Pre-Funded Warrants. Rather, the number of shares of common stock to be issued will, at our election, either be rounded up to the next whole share or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.

Exchange Listing

There is no established trading market for the Pre-Funded Warrants and we do not plan on applying to list the Pre-Funded Warrants on The Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system.

Fundamental Transactions

In the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including (i) our merger or consolidation with or into another person (other than a reincorporation in a different state), (ii) the sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of our assets, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by us or another person) completed pursuant to which holders of our common stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 50% of the voting power of our common equity, (iv) any reclassification, reorganization or recapitalization of our common stock or any compulsory share exchange pursuant to which our common stock is effectively converted into or exchanged for other securities, cash or property, or (iv) the consummation, directly or indirectly, of a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) whereby another person or group acquires more than 50% of the voting power of the common equity of the Company, the holder will have the right to receive as alternative consideration, for each share of our common stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, at the option of the holder, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such transaction by a holder of the number of shares of our common stock for which the Pre-Funded Warrant is exercisable immediately prior to such event.

Rights as a Stockholder

Except by virtue of such holder’s ownership of shares of our common stock, the holder of a Pre-Funded Warrant does not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the Pre-Funded Warrant.

Common Warrants

The following summary of certain terms and conditions of the Common Warrants is not complete and is subject to, and qualified in its entirety by, the provisions of the Common Warrants, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors should carefully review the terms and provisions of the form of Common Warrant for a complete description of the terms and conditions of the Common Warrants.

Exercisability

The Common Warrants will be exercisable, at the option of the holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). The holder (together with its affiliates) may not exercise any portion of such holder’s Common Warrants to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding common stock immediately after exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants, except that upon at least 61 days’ prior notice from the holder to us, the holder may decrease or increase such percentage ownership of outstanding stock after exercising the holder’s Common Warrants but such percentage shall not exceed 9.99% of the number of shares of our common stock outstanding immediately after giving effect to the exercise.

Term

Each Common Warrant will be immediately exercisable and will expire upon the earlier of: (i) the 5-year anniversary of the date of the date of issuance; or (ii) the consummation of the Merger.

Exercise Price

The Common Warrants offered hereby will have an assumed exercise price of $5.45 per share. The exercise prices and numbers of shares of common stock issuable upon exercise are subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. In addition, subject to the rules and regulations of the Nasdaq, the Company may at any time during the term of the Common Warrant reduce the then current exercise price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

Cashless Exercise

If, at the time a holder exercises its Common Warrants, a registration statement registering the issuance of the shares of common stock underlying the Common Warrants under the Securities Act, is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise(either in whole or in part) the net number of shares of common stock determined according to a formula set forth in the Common Warrant.

Transferability

Subject to applicable laws, the Common Warrants may be offered for sale, sold, transferred or assigned at the option of the holder upon surrender of the Common Warrants to us together with the appropriate instruments of transfer.

Fractional Shares

No fractional shares of common stock will be issued upon the exercise of the Common Warrants. Rather, the number of shares of common stock to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.

Trading Market

There is no established trading market for any of the Common Warrants, and we do not expect a market to develop. We do not intend to apply for a listing for any of the Common Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Common Warrants will be limited.

Fundamental Transactions

In the event of a fundamental transaction, as described in the Common Warrants and generally including (i) our merger or consolidation with or into another person (other than a reincorporation in a different state), (ii) the sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of our assets, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by us or another person) completed pursuant to which holders of our common stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 50% of the voting power of our common equity, (iv) any reclassification, reorganization or recapitalization of our common stock or any compulsory share exchange pursuant to which our common stock is effectively converted into or exchanged for other securities, cash or property, or (v) the consummation, directly or indirectly, of a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) whereby another person or group acquires more than 50% of the voting power of the common equity of the Company, the holder will have the right to receive as alternative consideration, for each share of our common stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, at the option of the holder, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration receivable as a result of such transaction by a holder of the number of shares of our common stock for which the Common Warrant is exercisable immediately prior to such event. Additionally, as more fully described in the Common Warrants, in the event of certain fundamental transactions, the holders of those Common Warrants will be entitled, at the holder’s option, to receive consideration in an amount equal to the Black Scholes Value (as defined in the Common Warrants) of the remaining unexercised portion of the Common Warrants within the later of five (5) days of the holder’s election or on the date of consummation of such transaction.

Rights as a Stockholder

Except as otherwise provided in the Common Warrants or by virtue of the holders’ ownership of shares of our common stock, the holders of Common Warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until such warrant holders exercise their Common Warrants.

Waivers and Amendments

No term of the Common Warrants may be amended or waived without the written consent of the holder of such Common Warrant.

Plan of Distribution

~~The~~Dawson 5James Securities,~~000~~ Inc.,~~000~~ ~~shares~~the ofPlacement ~~common~~Agent, ~~stock~~has ~~being~~agreed to act ~~registered~~as byour exclusive placement agent in connection with this ~~prospectus~~offering, ~~are~~subject ~~being~~to ~~offered~~the byterms ~~White~~and ~~Lion~~conditions of the engagement letter, dated March 4, 2026. This is a best efforts offering and there is no minimum offering amount required as a condition to the closing of this offering. The ~~shares~~Placement ~~may~~Agent beis ~~sold~~not purchasing or ~~distributed~~selling ~~from~~any ~~time~~of tothe ~~time~~securities offered by ~~White~~this ~~Lion~~prospectus, nor is the Placement Agent ~~directly~~required to ~~one~~arrange orthe ~~more~~purchase ~~purchasers~~ or ~~through~~sale ~~brokers,~~of ~~dealers,~~any specific number or ~~underwriters~~dollar ~~who~~amount ~~may~~of ~~act~~securities, ~~solely~~but ashas ~~agents~~agreed atto ~~market~~use ~~prices~~reasonable best ~~prevailing~~efforts atto arrange for the ~~time~~sale of ~~sale,~~all atof ~~prices~~the ~~related~~securities offered pursuant to ~~the~~this ~~prevailing~~prospectus. ~~market~~Therefore, ~~prices~~we will enter into a securities purchase agreement directly with the institutional investors, at ~~negotiated~~the ~~prices~~investor’s option, orwho atpurchase ~~fixed~~our ~~prices,~~securities ~~which may~~in bethis ~~changed~~offering. Investors ~~The~~who ~~sale~~do ofnot enter into a securities purchase agreement shall rely solely on this prospectus in connection with the ~~shares~~purchase of our ~~common~~securities ~~stock~~in ~~offered~~this byoffering. In addition to rights and remedies available to all investors in this ~~prospectus~~offering ~~could~~under federal securities and state law, the investors which enter into a securities purchase agreement will also be ~~effected~~able into ~~one~~bring orclaims ~~more~~of breach of ~~the~~contract ~~following~~against ~~methods:~~us.

·We ~~ordinary~~will ~~brokers’~~deliver ~~transactions;~~the securities being issued to the investors upon receipt of investor funds for the purchase of the securities offered pursuant to this prospectus. We expect to deliver the securities being offered pursuant to this prospectus on or about  , 2026.

·The ~~transactions~~securities ~~involving~~will ~~cross~~be offered at a fixed price and are expected to be issued in a single closing. We expect this offering to be completed not later than one business day following the commencement of this offering, which will be the date that we enter into a securities purchase agreement to sell the securities offered hereby. We expect to close the offering on or ~~block~~before ~~trades;~~, 2026. We will deliver all securities to be issued in connection with this offering delivery versus payment/receipt versus payment upon receipt of investor funds received by us. Accordingly, neither we nor the Placement Agent have made any arrangements to place investor funds in an escrow account or trust account since the Placement Agent will not receive investor funds in connection with the sale of the securities offered hereunder.

·We ~~through~~have ~~brokers~~agreed to indemnify the Placement Agent and specified other persons against specified liabilities, ~~dealers~~including liabilities under the Securities Act, orand ~~underwriters~~to ~~who~~contribute to payments the Placement Agent may ~~act~~be ~~solely~~required asto ~~agents;~~make in respect thereof.

·Fees ~~“at~~and ~~the market” into an existing market for our common stock;~~Expenses

·This inoffering ~~other~~is ~~ways~~being ~~not~~conducted ~~involving~~on ~~market~~a ~~makers~~“reasonable best orefforts” ~~established~~basis ~~business~~and ~~markets,~~the ~~including~~Placement ~~direct~~Agent ~~sales~~has no obligation to ~~purchasers~~buy any of the securities from us or ~~sales~~to ~~effected~~arrange ~~through~~for ~~agents;~~the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay the Placement Agent fees set forth in the table below.

· in privately negotiated transactions; or

Per Share of Common Stock and Accompanying Common Warrant

Per Pre-Funded
Warrant and Accompanying Common Warrant

Total

Public offering price

Placement Agent fees⁽¹⁾

Proceeds to us (before expenses)⁽²⁾⁽³⁾

· any combination of the foregoing.

(1)	We have agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in this offering. We also have agreed to reimburse the Placement Agent for up to $125,000 in “road show” expenses, diligence expenses and legal fees of Placement Agent’s counsel, and $5,000 in legal fees of “blue sky” counsel.
(2)	We estimate the total expenses of this offering payable by us, excluding the Placement Agent fees, will be approximately $250,000. Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, Placement Agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above.
(3)	Does not include proceeds from the cash exercise of the Pre-Funded Warrants or Common Warrants, if any.

In order to comply with the securities laws of certain states, if applicable, the shares of common stock may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.32

~~White~~Regulation ~~Lion is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.~~M

~~White~~The ~~Lion~~Placement ~~has~~Agent ~~informed~~may usbe ~~that~~deemed itto ~~intends~~be toan underwriter ~~use~~within ~~one~~the ormeaning ~~more~~of ~~registered~~Section ~~broker-dealers~~2(a)(11) toof ~~effectuate~~the ~~all~~Securities ~~sales~~Act, ifand any, ofcommissions ~~our~~received ~~common~~by ~~stock that~~ it ~~has~~and ~~acquired~~any ~~and~~profit ~~may~~realized inon the ~~future~~resale ~~acquire~~of ~~from~~the usshares ~~pursuant~~sold toby ~~the~~it ~~Purchase~~while ~~Agreement.~~acting ~~Such~~as ~~sales~~principal ~~will~~might be ~~made~~deemed atto ~~prices~~be ~~and~~underwriting atdiscounts ~~terms~~or ~~then~~commissions ~~prevailing~~under orthe atSecurities ~~prices related~~Act. toAs an underwriter, the ~~then~~Placement ~~current~~Agent ~~market~~would ~~price.~~be ~~Each~~required ~~such~~to ~~registered~~comply ~~broker-dealer~~with ~~will~~the berequirements anof ~~underwriter~~the ~~within~~Securities Act and the ~~meaning~~Exchange ofAct, ~~Section~~including, without 2limitation, Rule 415(a)(114) of under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. ~~White~~These ~~Lion~~rules ~~has~~and ~~informed~~regulations may uslimit ~~that~~the ~~each~~timing ~~such~~of ~~broker-dealer~~purchases ~~will~~and ~~receive~~sales ~~commissions~~of ~~from~~securities ~~White~~by ~~Lion~~the ~~that~~Placement ~~will~~Agent ~~not~~acting ~~exceed~~as principal. Under these rules and regulations, ~~customary~~the ~~brokerage~~Placement ~~commissions.~~Agent:

~~Brokers,~~· ~~dealers,~~may ~~underwriters~~not orengage ~~agents participating~~ in ~~the~~any ~~distribution~~stabilization ofactivity ~~the~~in ~~shares~~connection ofwith our ~~common~~securities; ~~stock~~and ~~offered~~· ~~by this prospectus~~ may ~~receive~~not ~~compensation~~bid infor ~~the form of commissions, discounts,~~ or ~~concessions~~purchase ~~from~~any ~~the purchasers, for whom the broker-dealers may act as agent,~~ of ~~the~~our ~~shares~~securities ~~sold~~or byattempt ~~White~~to ~~Lion~~induce ~~through this~~any ~~prospectus.~~person ~~The compensation paid~~ to ~~any~~purchase ~~such particular broker-dealer by~~ any ~~such purchasers~~ of ~~shares of~~ our ~~common~~securities, ~~stock~~other ~~sold by White Lion may be less~~ than oras inpermitted ~~excess~~under ofthe ~~customary~~Exchange ~~commissions.~~Act, ~~Neither~~until weit ~~nor~~has ~~White~~completed ~~Lion~~its ~~can~~participation ~~presently~~in ~~estimate~~ the ~~amount of compensation that any agent will receive from any purchasers of shares of our common stock sold by White Lion~~distribution.

WeLock-Up know of no existing arrangements between White Lion or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our common stock offered by this prospectus.Agreements

We ~~may~~have ~~from~~agreed ~~time to time file~~ with the ~~SEC~~Placement ~~one or~~Agent ~~more~~to ~~supplements~~be subject to ~~this~~a ~~prospectus~~lock-up orperiod ~~amendments~~of 120 days tofollowing the ~~registration~~date ~~statement~~ of ~~which~~closing ~~this~~of ~~prospectus~~the ~~forms~~offering apursuant ~~part~~ to ~~amend,~~this ~~supplement or~~prospectus. ~~update~~This ~~information~~means that, ~~contained~~during inthe ~~this~~applicable ~~prospectus,~~lock-up ~~including~~period, ifsubject ~~and~~to ~~when~~certain ~~required~~limited ~~under~~exceptions, ~~the~~we ~~Securities~~may ~~Act~~not, towithout ~~disclose~~the ~~certain~~prior ~~information~~written consent of the ~~relating~~Placement toAgent: a(i) ~~particular~~issue, ~~sale~~enter ofinto ~~shares~~any ~~offered~~agreement byto ~~this~~issue ~~prospectus~~or byannounce the ~~Selling~~issuance ~~Securityholder,~~or ~~including~~proposed ~~the~~issuance ~~names~~ of any ~~brokers, dealers,~~shares ~~underwriters~~of common stock or ~~agents~~common ~~participating~~stock inequivalents ~~the~~or ~~distribution~~(ii) offile ~~such~~any ~~shares~~registration bystatement ~~White~~or ~~Lion,~~amendment ~~any~~or ~~compensation~~supplement ~~paid~~thereto, byother ~~White~~than ~~Lion~~a ~~to any~~registration ~~such brokers~~statement, in ~~dealers,~~each ~~underwriters or agents~~case, ~~and~~subject ~~any~~to ~~other~~certain ~~required information~~exceptions.

21Determination of Offering Price

WeThe ~~will~~combined ~~pay~~public offering price per share of Common Stock and accompanying Common Warrant and the ~~expenses~~combined ~~incident~~public offering price per Pre-Funded Warrant and accompanying Common Warrant we are offering, and the exercise prices and other terms of the Warrants were negotiated between us and the investors, in consultation with the Placement Agent based on the trading of our Common Stock prior to this offering, among other things. Other factors considered in determining the ~~registration~~offering ~~under~~prices of the ~~Securities~~securities ~~Act~~we are offering and the exercise prices and other terms of the ~~offer~~Common Warrants include the history and ~~sale~~prospects of our company, the stage of development of our business, our business plans for the ~~shares~~future and the extent to which they have been implemented, an assessment of our ~~common~~management, ~~stock~~general ~~covered~~conditions byof ~~this~~the ~~prospectus~~securities bymarkets ~~White~~at ~~Lion~~the time of the offering and such other factors as were deemed relevant.

We also have agreed to indemnify White Lion against certain liabilities in connection with the offering of shares of our common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. White Lion has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by White Lion specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.33

~~We estimate that the total expenses for the offering will be approximately $50,000.~~Listing

~~White~~Our ~~Lion~~common ~~has~~stock ~~represented~~is tolisted uson ~~that~~Nasdaq atunder ~~no time~~the ~~prior~~symbol to“AUUD.” ~~the~~We ~~date~~do ofnot ~~the~~plan ~~Purchase~~to ~~Agreement~~list ~~has~~the ~~White~~Pre-Funded ~~Lion~~Warrants or ~~its~~the ~~agents,~~Common ~~representatives~~Warrants oron ~~affiliates~~Nasdaq ~~engaged in~~ or ~~effected, in~~ any ~~manner~~ ~~whatsoever,~~other ~~directly~~securities exchange or ~~indirectly,~~trading ~~any~~market. ~~short~~There ~~sale (as such term~~ is ~~defined~~no inestablished ~~Rule~~public ~~200~~trading ofmarket ~~Regulation~~for ~~SHO of~~ the ~~Exchange~~Common ~~Act) of~~Warrants ~~our~~and ~~common~~we ~~stock,~~do ~~which~~not ~~establishes~~expect a ~~net~~market ~~short position with respect~~ to ~~our common stock~~develop. White Lion has agreed that during the term of the Purchase Agreement, neither White Lion, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

WeOther ~~have~~Activities ~~advised White Lion that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes White Lion, any affiliated purchasers,~~ and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.Relationships

~~This~~The ~~offering~~Placement ~~will~~Agent ~~terminate~~and oncertain ~~the~~of ~~date~~its ~~that~~affiliates ~~all~~are ~~shares~~full ofservice ~~our~~financial ~~common~~institutions ~~stock~~engaged ~~offered~~in byvarious ~~this~~activities, ~~prospectus~~which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Placement Agent and certain of its affiliates have, ~~been~~from ~~sold~~time byto ~~White~~time, ~~Lion~~performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.

~~Our~~In ~~common~~the ~~stock~~ordinary iscourse ~~listed~~of ontheir various business activities, the ~~Nasdaq~~Placement ~~Capital~~Agent and certain of its affiliates may make or hold a broad array of investments and actively trade debt and ~~Market~~equity ~~under~~securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts ~~symbol~~of ~~“AUUD”~~their customers, and such investment and securities activities may involve securities and/or instruments issued by us and our ~~Series~~affiliates. AIf ~~Warrants~~the ~~offered~~Placement inAgent ~~connection~~or its affiliates enter into a lending relationship with ~~our~~us, ~~initial~~they ~~public~~will ~~offering~~routinely ~~are~~hedge ~~quoted~~their credit onexposure to us consistent with their customary risk management policies. The Placement Agent and its affiliates may hedge such exposure by entering into transactions that consist of either the ~~Nasdaq~~purchase ~~Capital~~of ~~Market~~credit ~~under~~default swaps or the ~~symbol~~creation ~~“AUUDW~~of short positions in our securities or the securities of our affiliates, including potentially the shares of common stock offered hereby.” Any such short positions could adversely affect future trading prices of the shares of common stock offered hereby. The Placement Agent and certain of its affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views with respect to such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

22Electronic Distribution

A prospectus in electronic format may be made available on a website maintained by the Placement Agent and the Placement Agent may distribute prospectuses electronically. Other than the prospectus in electronic format, the information on these websites is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the Placement Agent and should not be relied upon by investors.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a discussion of certain material U.S. federal income tax consequences of the acquisition, ownership and disposition of our shares of common stock and the acquisition, ownership, exercise, expiration or disposition of the Pre-Funded Warrants and Common Warrants, which, together with our shares of common stock, we refer to in this section as our securities. This discussion applies only to our securities that are held as capital assets for U.S. federal income tax purposes and is applicable only to holders who are receiving our securities in this offering.

This discussion is a summary only and does not describe all of the tax consequences that may be relevant to you in light of your particular circumstances, including but not limited to the alternative minimum tax, the Medicare tax on certain investment income and the different consequences (such as the effects of Section 451 of the Internal Code of 1986, as amended (the “Code”)) that may apply if you are subject to special rules that apply to certain types of investors, including but not limited to:

·	financial institutions or financial services entities;

·	broker-dealers;

·	governments or agencies or instrumentalities thereof;

·	regulated investment companies;

·	real estate investment trusts;

·	expatriates or former long-term residents of the United States;

·	persons that actually or constructively own five percent or more of our voting shares;

·	insurance companies;

·	dealers or traders subject to a mark-to-market method of accounting with respect to our securities;

·	persons holding our securities as part of a “straddle,” hedge, integrated transaction or similar transaction;

·	U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

·	partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities; and

·	tax-exempt entities.

This discussion is based on the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, which are subject to change, possibly on a retroactive basis, and changes to any of which subsequent to the date of this prospectus may affect the tax consequences described herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income taxes (such as gift and estate taxes).

We have not sought, and will not seek, a ruling from the Internal Revenue Service (“IRS”) as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion. You are urged to consult your tax advisor with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership (or other entity or arrangement classified as a partnership or other pass-through entity for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner or member in the partnership or other pass-through entity generally will depend on the status of the partner or member and the activities of the partnership or other pass-through entity. If you are a partner or member of a partnership or other pass-through entity holding our securities, we urge you to consult your tax advisor.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES. EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY UNITED STATES FEDERAL NON-INCOME, STATE, LOCAL, AND NON-U.S. TAX LAWS.

Treatment of Pre-Funded Warrants

Although it is not entirely free from doubt, a Pre-Funded Warrant should be treated as a share of our common stock for U.S. federal income tax purposes and a holder of Pre-Funded Warrants should generally be taxed in the same manner as a holder of such shares, as described below. Accordingly, no gain or loss should be recognized upon the exercise of a Pre-Funded Warrant and, upon exercise, the holding period of a Pre-Funded Warrant should carry over to the share received. Similarly, the tax basis of the Pre-Funded Warrant should carry over to the share received upon exercise, increased by the exercise price of $0.001 per share. If a Pre-Funded Warrant expires without being exercised, the holder should recognize a capital loss in an amount equal to such holder’s tax basis in the Pre-Funded Warrant. This loss will be long-term capital loss if, at the time of the expiration, the holder’s holding period in the Pre-Funded Warrant is more than one year. The deductibility of capital losses is subject to limitations.

Our characterization is not binding on the IRS, and the IRS may treat our Pre-Funded Warrants as warrants to acquire shares of our common stock. In that case, the amount and character of your gain with respect to an investment in our Pre-Funded Warrants could be materially different than the discussion set forth below. Accordingly, each holder should consult such holder’s tax advisor regarding the risks associated with the acquisition of Pre-Funded Warrants pursuant to this offering (including potential alternative characterizations). The balance of this discussion generally assumes that a Pre-Funded Warrant is treated as a share of our common stock for U.S. federal income tax purposes.

Allocation of Purchase Price

Each share or Pre-funded Warrant and Common Warrant is expected to be treated for U.S. federal income tax purposes as an investment unit consisting of one share or one Pre-funded Warrant and one Common Warrant. In determining the tax basis of each share or Pre-funded Warrant and Common Warrant constituting a unit, holders should allocate their purchase price for the unit between the share or Pre-Funded Warrant and Common Warrant on the basis of their relative fair market values at the time of issuance. We do not intend to advise holders of the shares, the Pre-Funded Warrants, or the Common Warrants with respect to this determination. A holder’s allocation of the purchase price between the shares or Pre-Funded Warrant and Common Warrants is not binding on the IRS or the courts, and no assurance can be given that the IRS or the courts will agree with a holder’s allocation. All holders are advised to consult their tax and financial advisors with respect to the relative fair market values of the shares or Pre-Funded Warrants and Common Warrants for U.S. federal income tax purposes.

U.S. Holders

This section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of our shares of common stock who or that is, for U.S. federal income tax purposes:

·	an individual who is a citizen or resident of the United States;
·	a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia;
·	an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or
·	a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person.

Taxation of Distributions. If we pay distributions in cash or other property (other than certain distributions of our stock or rights to acquire our stock) to U.S. holders of shares of our common stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce the U.S. holder’s adjusted tax basis in our common stock, or common stock issuable upon exercise of the Pre-Funded Warrants and Common Warrants (the “Warrant Shares”), as applicable (but not below zero). Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under “U.S. holders-Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of our securities” below.

Dividends we pay to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. holder may constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. If the holding period requirements are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate holders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of our Securities. Upon a sale or other taxable disposition of our common stock, Warrant Shares or Pre-Funded Warrants, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. holder’s adjusted tax basis in the common stock, Warrant Shares or Pre-Funded Warrants. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the common stock, Warrant Shares or Pre-Funded Warrants so disposed of exceeds one year. If the holding period requirements are not satisfied, any gain on a sale or taxable disposition of the shares would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. Long-term capital gains recognized by non-corporate U.S. holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Sale or other disposition or exercise of Common Warrants. Upon the sale, exchange or other disposition of a Common Warrant (other than by exercise), a U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the sale, exchange or other disposition and the U.S. Holder’s tax basis in the Common Warrant. This capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in such Common Warrant is more than one year at the time of the sale, exchange or other disposition. The deductibility of capital losses is subject to certain limitations.

In general, a U.S. Holder will not be required to recognize income, gain or loss upon exercise of a Common Warrant for its exercise price. A U.S. Holder’s tax basis in Warrant Shares received upon exercise of Common Warrants will be equal to the sum of (i) the U.S. Holder’s tax basis in the Common Warrants exchanged therefor and (ii) the exercise price of such Common Warrants. A U.S. Holder’s holding period in the Warrant Shares received upon exercise will commence on the day after such U.S. Holder exercises the Common Warrants. Although there is no direct legal authority as to the U.S. federal income tax treatment of an exercise of a warrant on a cashless basis, we intend to take the position that such exercise will not be taxable, either because the exercise is not a gain realization event or because it qualifies as a tax-free recapitalization. In the former case, the holding period of Warrant Shares received upon exercise of Common Warrants should commence on the day after the Common Warrants are exercised. In the latter case, the holding period of the Warrant Shares received upon exercise of Common Warrants would include the holding period of the exercised Common Warrants. However, our position is not binding on the IRS and the IRS may treat a cashless exercise of a warrant as a taxable exchange. U.S. Holders are urged to consult their tax advisors as to the consequences of an exercise of a Common Warrant on a cashless basis, including with respect to their holding period and tax basis in the Warrant Shares receive

Lapse of common warrants. If a Common Warrant expires without being exercised, a U.S. Holder will recognize a capital loss in an amount equal to such U.S. Holder’s tax basis in the warrant. Such loss will be long-term capital loss if, at the time of the expiration, the U.S. Holder’s holding period in such warrant is more than one year. The deductibility of capital losses is subject to certain limitations.

Certain adjustments to and distributions on Pre-funded warrants and common warrants. Under Section 305 of the Code, an adjustment to the number of Warrant Shares that will be issued on the exercise of the Pre-funded Warrants and Common Warrants, or an adjustment to the exercise price of the Pre-funded Warrants and Common Warrants (or in certain circumstances, a failure to make adjustments), may be treated as a constructive distribution to a U.S. Holder of the Pre-funded Warrants and Common Warrants if, and to the extent that, such adjustment has the effect of increasing such U.S. Holder’s proportionate interest in our earnings and profits as determined under U.S. federal income tax principles or our assets, depending on the circumstances of such adjustment (for example, if such adjustment is to compensate for a distribution of cash or other property to our shareholders). Such distributions will constitute dividends to the extent deemed paid out of our current or accumulated earnings and profits, as discussed above under “Taxation of Distributions.” U.S. Holders should consult their tax advisors regarding the proper treatment of any adjustments to the number of Warrant Shares that will be issued on the exercise of the Pre-funded Warrants or Common Warrants or the exercise price of the Pre-funded Warrants or Common Warrants.

In addition, if we were to make a distribution in cash or other property with respect to its common stock after the issuance of the Common Warrants, then we may, in certain circumstances, make a corresponding distribution to holders of Common Warrants. The taxation of a distribution received with respect to a Common Warrant is unclear. It is possible such a distribution would be treated as a distribution (or constructive distribution), although other treatments are possible. U.S. Holders should consult their tax advisors regarding the proper treatment of distributions received with respect to Common Warrants.

Information Reporting and Backup Withholding. In general, information reporting requirements may apply to dividends paid to a U.S. holder and to the proceeds of the sale or other disposition of our shares of common stock, unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn). Any amounts withheld under the backup withholding rules generally should be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Non-U.S. Holders

This section applies to you if you are a “Non-U.S. holder.” As used herein, the term “Non-U.S. holder” means a beneficial owner of our common stock who or that is for U.S. federal income tax purposes:

·	a non-resident alien individual (other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates);

·	a foreign corporation; or

·	an estate or trust that is not a U.S. holder;

but generally does not include an individual who is present in the U.S. for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership or sale or other disposition of our securities.

Taxation of Distributions. In general, any distributions we make to a Non-U.S. holder of shares of our common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. holder’s adjusted tax basis in its shares of our common stock, and, to the extent such distribution exceeds the Non-U.S. holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which will be treated as described under “Non-U.S. holders-Gain on Sale, Taxable Exchange or Other Taxable Disposition of our securities” below.

The withholding tax does not apply to dividends paid to a Non-U.S. holder who provides a Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States. Instead, such effectively connected dividends will be subject to regular U.S. income tax as if the Non-U.S. holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise. A Non-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

Gain on Sale, Taxable Exchange or Other Taxable Disposition of our securities. A Non-U.S. holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our common stock, unless:

·	the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder); or

·	we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our common stock and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our common stock. There can be no assurance that our common stock will be treated as regularly traded on an established securities market for this purpose.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. holder that is a foreign corporation may also be subject to an additional “branch profits tax” at a 30% rate (or lower treaty rate).

If the second bullet point above applies to a Non-U.S. holder, gain recognized by such holder on the sale, exchange or other disposition of shares of our securities will be subject to tax at generally applicable U.S. federal income tax rates, and a buyer of such securities may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon the disposition. We expect not to be classified as a “U.S. real property holding corporation” for U.S. federal income tax purposes. However, such determination is factual in nature and subject to change and no assurance can be provided as to whether we will be a “U.S. real property holding corporation” for U.S. federal income tax purposes in the future.

Information Reporting and Backup Withholding. Information returns will be filed with the IRS in connection with payments of dividends on our securities and the proceeds from a sale or other disposition of our shares of common stock. A Non-U.S. holder may have to comply with certification procedures to establish that it is not a United States person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty will generally satisfy the certification requirements necessary to avoid the backup withholding as well. The amount of any backup withholding from a payment to a Non-U.S. holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

FATCA Withholding Taxes. Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, securities (including shares of our common stock) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which shares of our common stock are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our securities held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends in respect of our securities. While withholding under FATCA generally would also apply to payments of gross proceeds from the sale or other disposition of securities (including shares of our common stock), proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. All holders should consult their tax advisors regarding the possible implications of FATCA on their investment in our securities.

Legal Matters

Carroll Legal LLC, Denver, CO will pass upon the validity of the shares of common stock offered hereby. The Placement Agent is being represented by Haynes and Boone, LLP, New York, New York, in connection with this offering.

Experts

Our balance sheets as of December 31, ~~2024~~2025 and ~~2023~~2024 and the related statement of operations, changes in ~~statement of~~ stockholders’ equity and ~~statement of~~ cash flows for the years ended December 31, ~~2024~~ 2025 and ~~2023~~2024, incorporated in this prospectus by reference, have been audited by Haynie & Company, independent registered public accounting firm, with respect thereto, and has been so included in reliance upon the report of such firm given on their authority as experts in accounting and auditing.

The audited historical financial statements of Thramann Holding LLC and subsidiaries included in Exhibit 99.1 of our Current Report on Form 8-K, dated March 6, 2026, have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the Thramann Holding LLC’s ability to continue as a going concern as described in Note 2 to the financial statements) of Haynie & Company, independent auditors, given on the authority of said firm as experts in auditing and accounting.

Where You Can Find More Information

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock being offered by this prospectus. This prospectus, which constitutes part of that registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules that are part of the registration statement. Some items included in the registration statement are omitted from the prospectus in accordance with the rules and regulations of the SEC. For further information with respect to us and the common stock offered in this prospectus, we refer you to the registration statement and the accompanying exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement.

We are subject to the information and periodic reporting requirements of the Exchange Act, and we file periodic reports, proxy statements and other information with the SEC. ~~These~~Our ~~periodic~~SEC ~~reports,~~filings ~~proxy statements and other information~~ are available ~~for~~to ~~inspection and copying at~~ the public ~~reference~~on ~~room of the SEC. The SEC also maintains~~ a website ~~that~~maintained ~~contains~~by ~~reports, proxy and information statements and other information regarding registrants that file electronically with~~ the SEC. ~~The~~located ~~address~~at ~~of the SEC website is~~ www.sec.gov.

You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. Our website address containing such reports is ~~www~~investors.~~auddia~~auddiainc.com. The reference to our website address does not constitute incorporation by reference of the information contained on our website, and you should not consider information on our website to be part of this prospectus.

You may also request a copy of these filings, at no cost to you, by writing us at the following address or ~~telephoning~~calling us at the following ~~address~~phone number:

Auddia Inc.
Attn: Investor Relations
1680 38^th Street, Suite 130
Boulder, CO 80301
Telephone: (303) 219-9771

2343

Incorporation of Certain Information by Reference

This prospectus is part of the registration statement and does not contain all of the information included in the registration statement. Whenever a reference is made in this prospectus to any contract or other document, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement for a copy of the contract or document.

We disclose important information to you by referring you to documents that we have previously filed with the SEC or documents that we will file with the SEC in the future. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC (including any prospectus supplement) will automatically update and supersede this information. We incorporate by reference the documents listed below (other than documents or information deemed to have been furnished and not filed in accordance with SEC rules, unless otherwise expressly incorporated by reference herein):

· our Annual Report on Form 10-K for the year ended December 31, ~~2024~~2025, which does not reflect the reverse stock split that was effectuated on March 31, 2026; · our Current Reports on Form 8-K filed with the SEC on January 20, 2026, February 2, 2026, February 17, 2026, March 6, 2026 (the audited historical financial statements of Thramann Holding LLC and subsidiaries are included in Exhibit 99.1 thereto) and April 2, 2026; and · the description of our securities registered pursuant to Section 12 of the Exchange Act our Registration Statement on Form 8-A (File No. 001-40071), filed with the SEC under Section 12(b) of the Exchange Act, on February 16, 2021, including any amendment or report filed for the purpose of updating such description.

· our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025;

· our Current Reports on Form 8-K filed with the SEC on April 1, 2025 and May 6, 2025; and

· the description of our securities registered pursuant to Section 12 of the Exchange Act our Registration Statement on Form 8-A (File No. 001-40071), filed with the SEC under Section 12(b) of the Exchange Act, on February 16, 2021, including any amendment or report filed for the purpose of updating such description.

We also incorporate by reference all documents that we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial registration statement and prior to effectiveness of the registration statement and (ii) on or after the date of this prospectus and prior to the termination of the offering of the shares hereunder. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC, unless specifically noted otherwise.

Any statement made in this prospectus or in a document incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that also is incorporated by reference modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

You may request a copy of the filings incorporated herein by reference, including exhibits to such documents that are specifically incorporated by reference, at no cost, by writing or calling us at the following address or telephone number:

Auddia Inc.
Attn: Investor Relations
1680 38^thStreet, Suite 130
Boulder, CO 80301
Telephone: (303) 219-9771

In addition, you may access the documents incorporated by reference herein free of charge on the SEC’s website. See also “Where You Can Find More Information.”

2444

Up to 5 2,~~000~~201,~~000~~834 Shares of Common Stock

~~AUDDIA~~Up to 2,201,834 ~~INC.~~Pre-Funded Warrants to Purchase Shares of Up to 2,201,834 Shares of Common Stock

Up to 2,201,834 Common Warrants to Purchase Up to 2,201,834 Shares of Common Stock

Up to 4,403,668 Shares of Common Stock underlying Pre-Funded Warrants and Common Warrants

AUDDIA INC.

PROSPECTUS

Dawson James Securities, ~~2025~~Inc.

Placement Agent

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses payable in connection with the sale of common stock being registered. All amounts shown are estimates, except the Securities and Exchange Commission registration fee.

Securities and Exchange Commission registration fee	$	3,~~100~~314.5940
Legal fees and expenses		25,000.00
FINRA filing fees		2,000.00
Accountants’ fees and expenses		5,000.00
Legal fees and expenses		200,000.00
Accountants’ fees and expenses		25,000.00
Printing expenses		7,500.00
Transfer agent and registrar fees and expenses		7,500.00
Miscellaneous		14,~~899~~685.4160
Total	$	50250,000.00

Item 14.

Indemnification of Directors and Officers.

We are incorporated under the laws of the state of Delaware. Section 145 of the ~~Delaware~~DGCL ~~General Corporation Law~~ provides that a Delaware corporation may indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer, director, employee or agent of such corporation, or is or was serving at the request of such person as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who are, or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit provided such person acted in good faith and in a manner ~~he or~~such ~~she~~person reasonably believed to be in or not opposed to the corporation’s best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses that such officer or director has actually and reasonably incurred. Our charter and bylaws provide for the indemnification of our directors and officers to the fullest extent permitted under the ~~Delaware General Corporation Law~~DGCL.

Section 102(b)(7) of the ~~Delaware~~DGCL ~~General Corporation Law~~ permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director, except for liability for:

· any breach of the director’s duty of loyalty to the corporation or its stockholders; · any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; · any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or · any transaction from which the director derived an improper personal benefit.

· any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

· any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or

· any transaction from which the director derived an improper personal benefit.

These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our charter also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.

II-1

AsThese ~~permitted~~limitations byof ~~Section~~liability ~~145~~do ofnot affect the availability ~~Delaware~~of ~~General Corporation~~equitable ~~Law,~~remedies such as injunctive relief or rescission. Our charter also authorizes us to indemnify our ~~bylaws~~officers, directors ~~provide~~and ~~that:~~other agents to the fullest extent permitted under Delaware law.

·As ~~we may indemnify our directors, officers and employees to the fullest extent~~ permitted by ~~the~~Section ~~Delaware~~145 ~~General~~of ~~Corporation~~the ~~Law~~DGCL, ~~subject~~our tobylaws provide ~~limited exceptions;~~that:

· we may indemnify our directors, officers and employees to the fullest extent permitted by the DGCL, subject to limited exceptions; · we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the ~~Delaware General Corporation Law~~DGCL, subject to limited exceptions; and · the rights provided in our bylaws are not exclusive.

·Section 174 of the ~~rights~~DGCL ~~provided~~provides, among other things, that a director who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful actions were approved, or dissented at the time, may avoid liability by causing such director’s dissent to such actions to be entered in ~~our~~the ~~bylaws~~books ~~are~~containing ~~not~~minutes ~~exclusive~~of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

~~Section~~As ~~174~~permitted ofby the ~~Delaware~~DGCL, ~~General~~we ~~Corporation~~have entered and ~~Law~~expect ~~provides~~to continue to enter into agreements to indemnify our directors, ~~among~~executive officers and other ~~things~~employees as determined by our board of directors. Under the terms of our indemnification agreements, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the state of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director ~~who~~or ~~willfully~~officer orof ~~negligently~~the ~~approves~~Company or any of its subsidiaries or was serving at our request in an official ~~unlawful~~capacity ~~payment~~for another entity. We must indemnify our officers and directors against (1) attorneys’ fees and (2) all other costs of ~~dividends~~any type or annature ~~unlawful stock~~whatsoever, ~~purchase~~including any and all expenses and obligations paid or ~~redemption~~incurred ~~may~~in beconnection ~~held~~with ~~liable~~investigating, defending, ~~for~~being ~~such~~a ~~actions.~~witness Ain, ~~director~~participating ~~who~~in ~~was~~(including ~~either~~on ~~absent~~appeal) ~~when~~or ~~the~~preparing ~~unlawful~~to ~~actions~~defend, ~~were~~be ~~approved~~a witness or participate in any completed, actual, pending or ~~dissented~~threatened ataction, ~~the~~suit, ~~time~~claim or proceeding, ~~may~~whether ~~avoid~~civil, ~~liability~~criminal, byadministrative ~~causing~~or ~~his~~investigative, or ~~her~~establishing or ~~dissent~~enforcing a right to ~~such~~indemnification ~~actions~~under tothe beindemnification ~~entered~~agreement. inThe ~~the~~indemnification ~~books~~agreements ~~containing~~also ~~minutes~~set forth certain procedures ofthat ~~the~~will ~~meetings~~apply ofin the ~~board~~event of ~~directors~~a atclaim for indemnification thereunder. These indemnification provisions and the ~~time~~indemnification ~~such~~agreements may ~~action~~be ~~occurred~~sufficiently orbroad ~~immediately~~to ~~after~~permit ~~such~~indemnification ~~absent~~of ~~director~~our ~~receives~~officers ~~notice~~and directors for liabilities, including reimbursement of expenses incurred, arising under the ~~unlawful~~Securities ~~acts~~Act.

As permitted by the Delaware General Corporation Law, we have entered and expect to continue to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. Under the terms of our indemnification agreements, we are required to indemnify each of our directors and officers, to the fullest extent permitted by the laws of the state of Delaware, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director, or officer, of the company or any of its subsidiaries or was serving at the company’s request in an official capacity for another entity. We must indemnify our officers and directors against (1) attorneys’ fees and (2) all other costs of any type or nature whatsoever, including any and all expenses and obligations paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal) or preparing to defend, be a witness or participate in any completed, actual, pending or threatened action, suit, claim or proceeding, whether civil, criminal, administrative or investigative, or establishing or enforcing a right to indemnification under the indemnification agreement. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.

In addition, we have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances.

Item 15.

Recent Sales of Unregistered Securities.

In the three years preceding the filing of this registration statement, we issued the following securities that were not registered under the Securities Act ~~(since January 1, 2022)~~:

~~Auddia~~On ~~Inc~~April 17, 2023, we entered into an additional Secured Bridge Note (“New Note”) financing with Mr. Minicozzi. We received $750,000 of gross proceeds from the New Note financing. The New Note was issued with a principal amount of $825,000, 10% interest rate and a maturity date on July 31, 2023. The New Note is secured by a lien on substantially all of our assets. At maturity of the New Note, Mr. Minicozzi has the option to convert any original issue discount and accrued but unpaid interest into shares of our common stock at a fixed conversion price of $1,996.23 per share.

In ~~February~~connection ~~2022~~with the New Note financing, we issued ~~options~~199 ~~for~~common ~~327~~stock warrants to Mr. Minicozzi with a five-year term and a fixed $1,996.23 per share exercise price, from which 100 of these common stock warrants are exercisable immediately. The remaining 99 common stock warrants would only become exercisable if the ~~shares~~maturity asdate anof ~~inducement~~the ~~grant~~New ~~outside~~Note is extended in accordance with the terms of ~~our~~the ~~equity~~New ~~plans~~Note. As of July 31, 2023, we extended the maturity date of the New Note to aNovember ~~newly~~30, ~~hired~~2023. ~~marketing~~Upon ~~executive~~the July 31, 2023 extension, the interest rate on the New Note increased to 20% from 10%, and the remaining portion of the 99 common stock warrants became exercisable. The accredited investor did not exercise the common stock warrants as of December 31, 2023 or subsequent to December 31, 2023 and as of the date of this filing.

In November 2022, we entered into a secured bridge note financing with Richard Minicozzi, who is a significant existing stockholder of the Company. The Company received $2,000,000 of gross proceeds in connection with this financing. The principal amount of the secured note is $2,200,000. The secured note has a 10% interest rate and matures on May 31, 2023. The secured note is secured by a lien on substantially all of the Company’s assets. At maturity, Mr. Minicozzi has the option to convert any original issue discount and accrued but unpaid interest into shares of the Company’s common stock. The fixed conversion price is $522.75 per share. In connection with the secured note financing, the Company issued Mr. Minicozzi 706 common stock warrants with a five-year term and a fixed $892.50 per share exercise price.

II-2

~~On April 17~~Further, ~~2023,~~in weconnection ~~entered~~with ~~into~~the ~~an additional Secured Bridge Note (“~~New Note”) financing, we agreed with Mr. Minicozzi. Weto ~~received~~make ~~$750,000~~certain ofamendments ~~gross~~to ~~proceeds from~~ the ~~New~~Prior Note financing. ~~The~~ ~~New~~Specifically, ~~Note~~we ~~was~~agreed ~~issued~~ with aMr. ~~principal~~Minicozzi ~~amount~~to ofcancel the ~~$825,000,~~92 ~~10%~~common ~~interest~~stock ~~rate~~warrants issued as part of the prior financing and, ain ~~maturity~~lieu ~~date~~of onthe ~~July~~cancelled 31warrants, ~~2023~~we issued to Mr. ~~The~~Minicozzi common ~~New~~stock ~~Note~~warrants isfor ~~secured by~~184 acommon ~~lien~~shares onwith ~~substantially~~an ~~all~~exercise price of ~~our assets~~$1,996.23 Atper ~~maturity~~common ofshare ~~the~~and ~~New~~a ~~Note,~~five-year Mrterm. ~~Minicozzi,~~From ~~has~~ the ~~option~~newly issued to184 ~~convert~~common ~~any~~stock ~~original~~warrants, ~~issue discount~~706 ~~and~~common ~~accrued~~stock ~~but~~warrants ~~unpaid~~were ~~interest~~exercisable ~~into~~immediately, ~~shares~~while ofthe ~~our~~other 706 common stock warrants became exercisable at athe ~~fixed~~time ~~conversion~~of ~~price~~extension of ~~$259.25~~the ~~per~~maturity ~~share~~date of the Prior Note during May of 2023.

InOn ~~connection~~November ~~with~~10, ~~the New Note financing~~2023, we ~~issued~~ ~~1,530~~entered ~~common~~into ~~stock warrants to Mr. Minicozzi with~~ a ~~five-year term and a fixed $259.25 per share exercise price, from which 765~~securities ofpurchase ~~these~~agreement ~~common stock warrants are exercisable immediately. The remaining 765 common stock warrants would only become exercisable if the maturity date of the New Note is extended in accordance~~ with ~~the~~Jeffrey ~~terms of the New Note. As of July 31~~Thramann, ~~2023,~~our weExecutive ~~extended~~Chairman ~~the~~pursuant ~~maturity date of the New Note~~ to ~~November~~which ~~30,~~we ~~2023.~~issued ~~Upon the July 31, 2023 extension, the interest rate on the New Note increased to 20% from 10%,~~ and ~~the~~sold ~~remaining~~one ~~portion~~share of the ~~765 common stock warrants became exercisable. The accredited investor did not exercise the common stock~~Company’s ~~warrants~~newly asdesignated ofSeries ~~December~~A ~~31,~~Preferred ~~2023~~Stock orfor ~~subsequent~~an toaggregate ~~December~~purchase ~~31,~~price ~~2023 and as~~ of ~~the date of this filing~~$1,000.

~~Further,~~On inApril ~~connection~~9, ~~with~~2024, ~~the~~we ~~New~~entered ~~Note~~into ~~financing,~~an Amendment weand ~~agreed~~Waiver Agreement relating to the bridge notes with Mr. Minicozzi. toMr. ~~make~~Minicozzi ~~certain~~converted ~~amendments~~$911,384 to (the ~~Prior~~“Rollover ~~Note~~Amount”) which ~~financing.~~is ~~Specifically,~~equal weto ~~agreed~~the ~~with~~(i) ~~Mr.~~unpaid ~~Minicozzi~~accrued tointerest ~~cancel~~ on the ~~706~~bridge ~~common~~notes ~~stock~~plus ~~warrants~~(ii) ~~issued~~the asoriginal ~~part~~issue ofdiscount ~~the~~(“OID”) ~~prior~~on ~~financing~~the bridge ~~and~~notes, ininto ~~lieu~~equity securities of the ~~cancelled~~Company ~~warrants,~~(the we“Rollover ~~issued~~Securities”). toThe ~~Mr.~~Rollover ~~Minicozzi~~Securities consist of (i) 3,540 prefunded common stock warrants ~~for~~with 1a per share exercise price of $0.001 per share (the “Prefunded Warrants”) and (ii) 3,~~412~~540 non-prefunded ~~common~~warrants ~~shares~~(the “Non-Prefunded Warrants”) with an initial per share exercise price ofequal to $~~259~~257.2548. ~~per~~We also issued Mr. Minicozzi 383 new common ~~share~~stock ~~and~~warrants with a five- year term as a loan extension fee (“Fee Warrants”). ~~From~~The ~~the~~initial ~~newly~~exercise ~~issued~~price ~~1,412~~of ~~common~~these ~~stock~~additional ~~warrants,~~Fee ~~706~~Warrants ~~common~~is ~~stock~~$3257.48. ~~warrants~~We ~~were~~agreed ~~exercisable~~to ~~immediately,~~adjust ~~while~~ the ~~other~~exercise ~~706~~price ~~common~~of ~~stock~~Mr. Minicozzi’s existing warrants ~~became~~from ~~exercisable~~$1,996.23 at(after adjustment for the ~~time~~recent ofreverse ~~extension~~stock) ofto ~~the~~$257.48 ~~maturity~~per ~~date~~share. ofThe ~~the~~current ~~Prior~~exercise ~~Note~~price ~~during~~has ~~May~~been ofadjusted ~~2023~~to $9.0976.

InOn ~~February~~April ~~2023~~23, 2024, we ~~issued~~entered ~~options~~into a securities purchase agreement with accredited investors for ~~354~~a ~~common~~convertible preferred stock and warrants financing. We received $2,314,000 of gross proceeds in connection with the closing of this financing. At the closing, we issued 2,314 shares ~~and~~of 89Series ~~restricted~~B convertible preferred stock (“Series ~~units~~B asPreferred Stock”) at a purchase price of $1,000 per share of Series B Preferred Stock. The Series B Preferred Stock is convertible into common stock at an ~~inducement~~initial ~~grant~~conversion ~~outside~~price of ~~our~~$242.30 ~~equity~~per ~~plans~~share toof common stock. We also issued warrants exercisable for 9,552 shares of common stock with a ~~newly~~five ~~hired~~year ~~CFO~~term and an initial exercise price of $242.30 per share. The current exercise price has been adjusted to $9.0976.

On ~~November~~June 1030, ~~2023~~2025, we entered into a securities purchase agreement with ~~Jeffrey~~accredited ~~Thramann~~investors for a convertible preferred stock and warrants financing. We received $750,000 ~~our~~of ~~Executive~~gross ~~Chairman~~proceeds in ~~pursuant~~connection towith ~~which~~the closing of this financing. At the closing, we issued ~~and~~750 ~~sold~~shares ~~one~~of (Series C Convertible Preferred Stock at a purchase price of $1),000 per share of ~~the~~Series ~~Company’s newly~~C ~~designated~~Convertible Preferred Stock. The Series AC Convertible Preferred Stock ~~for~~is convertible into common stock at an ~~aggregate~~initial ~~purchase~~conversion price of $136.73 per share of common stock. We also issued warrants exercisable for 40,~~000~~839 shares of common stock with a five year term and an initial exercise price of $36.73 per share. The current exercise price has been adjusted to $9.0976.

OnThese ~~April~~sales 9,and ~~2024,~~issuances wewere ~~entered~~made ~~into~~in ~~an Amendment and~~reliance ~~Waiver~~upon ~~Agreement~~Section ~~relating to the bridge notes with Mr. Minicozzi. Mr. Minicozzi converted $911,384~~ 4(~~the “Rollover Amount”~~a) ~~which is equal to the~~ (i2) ~~unpaid~~of ~~accrued interest on~~ the ~~bridge~~Securities ~~notes~~Act ~~plus~~of ~~(ii)~~1933, ~~the~~as ~~original~~amended, ~~issue~~and ~~discount~~Regulation ~~(“OID”) on the bridge notes~~D, ~~into~~Rule ~~equity securities of the Company~~ 506(~~the “Rollover Securities”~~d)., ~~The~~and ~~Rollover~~did ~~Securities~~not ~~consist~~involve ofany ~~(i) 27~~underwriters,~~256~~ underwriting ~~prefunded~~discounts ~~common~~or ~~stock~~commissions, ~~warrants~~or ~~with~~any apublic ~~per share exercise price of $0~~offering.~~001~~ ~~per~~The ~~share~~persons ~~(the “Prefunded Warrants”)~~ and ~~(ii)~~entities ~~27,256 non-prefunded~~who ~~warrants~~received ~~(the~~such ~~“Non-Prefunded~~securities ~~Warrants”)~~have ~~with~~represented antheir ~~initial per share exercise price equal~~ intention to ~~$33.439.~~acquire Wethese ~~also~~securities ~~issued Mr.~~for ~~Minicozzi~~investment ~~2,942~~only ~~new~~and ~~common~~not ~~stock warrants~~ with a ~~five~~view ~~year~~to ~~term~~or asfor asale ~~loan~~in ~~extension~~connection ~~fee~~with ~~(“Fee~~any ~~Warrants”).~~distribution ~~The~~thereof, ~~initial~~and appropriate ~~exercise~~legends ~~price~~are ofbe ~~these~~affixed ~~additional Fee Warrants is $33.439. We agreed~~ to ~~adjust~~all ~~the~~share ~~exercise~~certificates ~~price of Mr~~issued. ~~Minicozzi’s~~All ~~existing~~recipients ~~warrants from~~have ~~$259.25~~adequate ~~(after~~access ~~adjustment~~through ~~for~~their ~~the~~relationship ~~recent~~with ~~reverse~~us ~~stock)~~ to ~~$33.439~~information about ~~per share~~us. ~~The current exercise price has been adjusted to $6.2934.~~

OnAll ~~April~~of ~~23,~~the ~~2024,~~foregoing wesecurities ~~entered~~are ~~into~~deemed a restricted securities ~~purchase agreement with accredited investors~~ for apurposes ~~convertible preferred stock and warrants financing. We received $2,314,000~~ of ~~gross proceeds in connection with~~ the ~~closing~~Securities ofAct. ~~this~~All ~~financing.~~certificates Atrepresenting the ~~closing,~~restricted ~~we issued 2,314~~ shares of ~~Series~~capital ~~B convertible preferred~~ stock ~~(“Series B~~described ~~Preferred~~above ~~Stock”) at a purchase price of $1,000 per share of Series B Preferred Stock. The Series B Preferred Stock is convertible~~included ~~into~~appropriate ~~Common~~legends ~~Stock~~setting atforth anthat ~~initial~~the ~~conversion~~securities ~~price~~have ofnot ~~$31.467~~been ~~per~~registered ~~share of Common Stock. The Company also issued warrants exercisable for 73,538 shares of Common Stock with a five year term~~ and anthe ~~initial~~applicable ~~exercise~~restrictions ~~price~~on ~~of $31~~transfer.~~467 per share. The current exercise price has been adjusted to $6.2934.~~

These sales and issuances were made in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D, Rule 506 (d), and did not involve any underwriters, underwriting discounts or commissions, or any public offering. The persons and entities who received such securities have represented their intention to acquire these securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends are be affixed to all share certificates issued. All recipients have adequate access through their relationship with us to information about us.

All of the foregoing securities are deemed restricted securities for purposes of the Securities Act. All certificates representing the restricted shares of capital stock described above, included appropriate legends setting forth that the securities have not been registered and the applicable restrictions on transfer.

II-3

Item 16.

Exhibits and Financial Statement Schedules.

(a) Exhibits. The following exhibits are filed as part of this Registration Statement:

Exhibit Number		Description of Document	Incorporated by reference from Form	Filing Date	Exhibit Number	Filed Herewith
1.1		At-The-Market Issuance Sales Agreement, dated September 13, 2024, by and between Auddia Inc. and Ascendiant Capital Markets, LLC.	8-K	09-13-2024	1.1
2.1		Agreement and Plan of Merger, dated as of February 17, by and among New Holdco, Inc., Auddia Merger Sub, Inc., Thramann Merger Sub LC, Auddia Inc. and Thramann Holdings, LLC	8-K	02-17-2026	2.1
2.2		Form of Plan of Conversion	8-K	02-22-2021	2.1
3.1		Certificate of Incorporation of ~~the~~Auddia ~~Company~~Inc.	8-K	02-22-2021	3.1
3.2		Certificate of ~~Designation~~Amendment to the Certificate of ~~Series~~Incorporation Aof ~~Preferred~~the ~~Stock~~Company ~~filed~~dated ~~November~~February 1323, ~~2023~~2024	8-K	1102-1627-~~2023~~2024	3.1
3.3		Certificate of Amendment to the Certificate of Incorporation of the Company dated ~~February~~March 2327, ~~2024~~2025	8-K	0204-2701-~~2024~~2025	3.1
3.4		Certificate of Amendment to the Certificate of Incorporation of the Company dated March 2730, ~~2025~~2026	8-K	04~~/01/2025~~-02-2026	3.1
3.5		Series B Convertible Preferred Stock Certificate of Designations dated April 23, 2024	8-K	04-29-2024	3.1
3.6		~~Bylaws~~Series C Convertible Preferred Stock Certificate of ~~the~~Designations ~~Company~~dated June 30, 2025	8-K	0206-2230-~~2021~~2025	3.21
3.7		~~Amendment to~~ Bylaws ~~dated~~of ~~September~~Auddia ~~6, 2024~~Inc.	8-K	902-1222-~~2024~~2021	3.12
3.8		~~Form~~Amendment ofto ~~Warrant~~Bylaws ~~after~~dated ~~Conversion~~September ~~from~~6, ~~an LLC to a Corporation~~2024	S8-~~1/A~~K	0109-2812-~~2020~~2024	3.51
3.9		Form of ~~IPO~~Warrant ~~Series~~after AConversion ~~Warrant~~from an LLC to a Corporation	S-1/A	0201-0528-~~2021~~2020	3.65
4.1		Form of Common Stock Certificate	S-1/A	10-08-2020	4.1
4.2		Form of IPO Representative’s Common Stock Purchase Warrant	8-K	02-22-2021	4.1
4.3		Description of Securities	10-K	03-31-2021	4.3
5.1		Opinion of Carroll Legal LLC				X
4.4		Form of Merger Holding Company Senior Note	8-K	02-17-2026	4.1
4.5		Form of Pre-Funded Warrant				X
4.6		Form of Common Stock Warrant				X
5.1		Opinion of Caroll Legal LLC				X
10.1	#	Form of Auddia Inc. 2020 Equity Incentive Plan	S-1/A	10-22-2020	10.3
10.2	**	Agreement with Major United States Broadcast Company	S-1/A	01-28-2020	10.8
10.3	#	~~Form~~First ofAmendment ~~IPO~~to ~~Series~~2020 AEquity ~~Warrant~~Incentive ~~Agent Agreement~~Plan	S-~~1/A~~8	0208-0510-2021	1099.102
10.4	#	~~First~~Second Amendment to 2020 Equity Incentive Plan	S10-8K	0803-1005-~~2021~~2025	9910.25
10.5	#	~~Second~~Form ~~Amendment~~of toStock Option Grant Notice and Stock Option Agreement under 2020 Equity Incentive Plan	10S-K8	0308-0510-~~2025~~2021	1099.53
10.6	#	Form of Restricted Stock ~~Option~~Unit Grant Notice and Restricted Stock ~~Option~~Unit Award Agreement under 2020 Equity Incentive Plan	S-8	08-10-2021	99.34
10.7	#	Form of ~~Restricted~~Inducement Stock ~~Unit~~Option Grant Notice and ~~Restricted~~Inducement Stock ~~Unit~~Option ~~Award~~ Agreement ~~under 2020 Equity Incentive Plan~~	S-8	08-10-2021	99.45
10.8	#	Form of Inducement Stock Option Grant Notice and Inducement Stock Option Agreement	S-8	08-10-2021	99.5
10.9	#	Clip Interactive, LLC 2013 Equity Incentive Plan	S-8	08-10-2021	99.6
10.10	#	Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan	S-8	08-10-2021	99.7
10.11	#	Executive Officer Employment Agreement for Michael Lawless dated October 13, 2021	8-K	10-15-2021	10.1
10.12	#	Executive Officer Employment Agreement for Peter Shoebridge dated October 13, 2021	8-K	10-15-2021	10.2

II-4

Exhibit Number		Description of Document	Incorporated by reference from Form	Filing Date	Exhibit Number	Filed Herewith
10.13		Secured Promissory Bridge Note dated November 14, 2022	8-K	11-14-2022	10.1
10.8	#	Clip Interactive, LLC 2013 Equity Incentive Plan	S-8	08-10-2021	99.6
10.14		Common Stock Warrant dated November 14, 2022	8-K	11-14-2022	10.2
10.9	#	Form of Stock Option Grant Notice and Stock Option Agreement under 2013 Equity Incentive Plan	S-8	08-10-2021	99.7
10.15		Security Agreement dated November 14, 2022	8-K	11-14-2022	10.3
10.10	#	Executive Officer Employment Agreement for Michael Lawless dated October 13, 2021	8-K	10-15-2021	10.1
10.16		Secured Promissory Bridge Note dated November 14, 2022	8-K	11-14-2022	10.1
10.11	#	Executive Officer Employment Agreement for Peter Shoebridge dated October 13, 2021	8-K	10-15-2021	10.2
10.17		Common Stock Warrant dated November 14, 2022	8-K	11-14-2022	10.2
10.13		Common Stock Warrant dated November 14, 2022	8-K	11-14-2022	10.2
10.18		Security Agreement dated November 14, 2022	8-K	11-14-2022	10.3
10.14		Common Stock Warrant for 600,000 shares dated April 17, 2023	8-K	04-21-2023	10.2
10.19		Secured Promissory Bridge Note dated April 17, 2023	8-K	04-21-2023	10.1
10.15		Common Stock Warrant for 650,000 shares dated April 17, 2023	8-K	04-21-2023	10.3
10.20		Common Stock Warrant for 600,000 shares dated April 17, 2023	8-K	04-21-2023	10.2
10.16	#	Employment Agreement, effective as of November 27, 2023, between Auddia Inc. and John E. Mahoney	8-K	12-18-2023	10.1
10.21		Common Stock Warrant for 650,000 shares dated April 17, 2023	8-K	04-21-2023	10.3
10.17		Form of Common Stock Warrant dated April 23, 2024	8-K	04-29-2024	10.2
10.22		Form of 2023 Placement Agency Agreement	8-K	06-14-23	1.1
10.18		Form of Registration Rights Agreement dated April 23, 2024	8-K	04-29-2024	10.3
10.22		Form of Securities Purchase Agreement dated June 13, 2023 between Auddia Inc. and the Investors named therein	8-K	06-14-23	10.1
10.19		Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.	8-K	11-25-2024	10.1
10.23	#	Employment Agreement, effective as of November 27, 2023, between Auddia Inc. and John E. Mahoney	8-K	12-18-2023	10.1
10.20		Registration Rights Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.	8-K	11-25-2024	10.2
10.24		Series A Preferred Securities Purchase Agreement dated November 11, 2023 between Auddia Inc. and Jeffrey Thramann	8-K	11-16-2023	10.1
10.21		Form of Securities Purchase Agreement dated June 30, 2025	8-K	06-30-2025	10.1
10.25		Amendment and Waiver dated April 9, 2024 Relating to Senior Secured Bridge Notes	8-K	04-15-2024	10.1
10.22		Form of Common Stock Warrant dated June 30, 2025	8-K	06-30-2025	10.2
10.26		Form of Securities Purchase Agreement dated April 23, 2024	10-Q	05-14-2024	10.41
10.23		Form of Registration Rights Agreement dated June 30, 2025	8-K	06-30-2025	10.4
10.27		Form of Common Stock Warrant dated April 23, 2024	8-K	04-29-2024	10.2
10.24		Amendment 1, dated July 30, 2025, to Equity Line Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.	8-K	07-30-2025	10.1
10.28		Form of Registration Rights Agreement dated April 23, 2024	8-K	04-29-2024	10.3
10.25		Form of Exchange Agreement dated August 5, 2025	10-Q	08-08-2025	10.35
10.29		Common Stock Purchase Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.	8-K	11-25-24	10.1
10.26	#	Employment Agreement, effective as of July 1, 2025, between Auddia Inc. and Jeffrey Thramann	8-K	09-12-2025	10.2
10.30		Registration Rights Agreement, dated as of November 25, 2024, by and between White Lion Capital, LLC and Auddia Inc.	8-K	11-25-24	10.2
10.27		Form of Merger Support Agreement	8-K	02-17-2026	10.1
19.1		Insider Trading Policy	10-K	03-05-2025	19.1
10.28		Form of Merger Lock-Up Agreement	8-K	02-17-2026	10.2
10.29		Form of Securities Purchase Agreement				X
23.1		Consent of Haynie & Company, Independent Registered Public Accounting Firm				X
23.2		Consent of Carroll Legal LLC (included in Exhibit 5.1)				X
24.1		Power of Attorney (included on signature page)				X
23.3		Consent of Haynie & Company, Independent Registered Public Accounting Firm				X
97.1		Auddia Clawback Policy	10-K	04-01-2024	97.1
24.1		Power of Attorney (included on signature page)
107		Calculation of Filing Fee Table				X
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in IXBRL, and included in exhibit 101).

___________________________

+	Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish the omitted schedules and exhibits to the Securities and Exchange Commission upon request.
*	Previously filed.

*	To be filed by amendment.
**	Certain information contained in this Exhibit has been redacted and appears as “XXXXX” as the disclosure of same would be a disadvantage to the Registrant in the marketplace.
#	Indicates management contract or compensatory plan.

** Certain information contained in this Exhibit has been redacted and appears as “XXXXX” as the disclosure of same would be a disadvantage to the Registrant in the marketplace. # Indicates management contract or compensatory plan.

(b) Financial statement schedules. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the Financial Statements or notes thereto.

II-5

Item 17.

Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5) That for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-6

(6) That for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(8) The undersigned registrant hereby undertakes that:

(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boulder, in the State of Colorado, on this ~~16th~~3rd day of ~~May~~April, ~~2025~~2026.

AUDDIA INC.

By:	/s/ John Mahoney
	John Mahoney
	Chief Financial Officer

~~KNOW~~POWER ~~ALL~~OF MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Lawless and John Mahoney his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey Thramann and John Mahoney such person’s true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or such persons’ substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael Lawless	President, Chief Executive Officer and Director	May 16, 2025
/s/ Jeffrey Thramann, M.D.	President, Chief Executive Officer, Executive Chairman and Director	April 3, 2026
Michael Lawless	(Principal Executive Officer)
Jeffrey Thramann, M.D.	(Principal Executive Officer)
/s/ John E. Mahoney	Chief Financial Officer	May 16, 2025
/s/ John Mahoney	Chief Financial Officer	April 3, 2026
John E. Mahoney	(Principal Financial and Accounting Officer)
John Mahoney	(Principal Financial and Accounting Officer)
/s/ Jeffrey Thramann	Executive Chairman and Director	May 16, 2025
/s/ Nick Balletta	Director	April 3, 2026
Jeffrey Thramann
Nick Balletta
/s/ Stephen Deitsch	Director	May 16, 2025
/s/ Emmanuel. de Boucaud	Director	April 3, 2026
Stephen Deitsch
Emmanuel de Boucaud
/s/ Timothy Hanlon	Director	May 16, 2025
/s/ Joshua Sroge	Director	April 3, 2026
Timothy Hanlon
Joshua Sroge
/s/ Thomas Birch	Director	May 16, 2025
Thomas Birch

II-8

Filing Compare · AUDDIA INC.