AUDDIA INC. 8-K

What Happened
Auddia Inc. (NASDAQ: AUUD) on April 24, 2026 commenced a registered public offering to sell: 1,405,006 shares of common stock, pre‑funded warrants to purchase up to 3,679,737 shares, and accompanying common warrants to purchase up to 5,084,743 shares. The offering price is $2.36 per share with an associated common warrant (and $2.359 per pre‑funded warrant with an associated common warrant). The company expects gross proceeds of approximately $12.0 million (net proceeds of ~ $10.9 million after placement agent fees and offering expenses) and intends to use proceeds for working capital and general corporate purposes. The offering was made under a Form S‑1 (No. 333‑294887) declared effective April 23, 2026, and the related Securities Purchase Agreement was entered April 24, 2026.

Key Details

• Offered securities: 1,405,006 common shares; pre‑funded warrants for up to 3,679,737 shares; common warrants for up to 5,084,743 shares.
• Pricing and exercise: $2.36 per share + common warrant; pre‑funded warrant price = $2.36 − $0.001; pre‑funded warrant exercise price = $0.001 (immediately exercisable); common warrant exercise price = $2.36 (immediately exercisable).
• Warrant limits & expiration: Holders cannot exercise if doing so would cause beneficial ownership >4.99% (or 9.99% if elected). Common warrants expire on the earlier of completion of the previously disclosed merger agreement or five years after initial exercise.
• Fees and restrictions: Placement agent Dawson James Securities receives a 7.0% cash fee on gross proceeds; the company agreed to certain 90‑day issuance/sale restrictions post‑closing (with exceptions).

Why It Matters
This transaction provides Auddia with near‑term capital (approx. $10.9M net) to fund operations and corporate needs, which can help support ongoing business and the company’s planned transactions. However, the issuance and potential exercise of pre‑funded warrants and common warrants could materially increase the number of outstanding shares, diluting existing shareholders. The common warrants’ linkage to the pending merger agreement and the ownership caps on exercise are important terms investors should note when assessing dilution timing and magnitude.