Entry into a Material Definitive Agreement. Background; Pending Merger Agreement As previously disclosed, on February 17, 2026, Auddia Inc., a Delaware corporation (“Auddia”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with (among others) McCarthy Finney, Inc. (“McCarthy Finney” or “Holdco”), and Thramann Holdings, LLC (“Thramann Holdings”). Thramann Holdings is a privately held holding company that controls three early stage AI-native operating companies founded b…

The filing details bonus awards to the CEO and CFO, not a management change.

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. Background As previously disclosed, on September 30, 2024, Auddia Inc. (the “Company”, “we” and “us”) entered into a securities purchase agreement with accredited investors for a convertible preferred stock and warrants financing. The Company received $1,000,000 of gross proceeds in connection with the closing of this financing. The Company issued 1,000 shares of Series C convertible preferred stock (the “Series C Preferred Stock”) at a purchase pri…

Entry into a Material Definitive Agreement. On April 24, 2026, Auddia Inc. (the “Company”) commenced a public offering for the issuance and sale of an aggregate of: (i) 1,405,006 shares (the “Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), (ii) pre-funded warrants (the “Pre-funded Warrants”) to purchase up to 3,679,737 shares of Common Stock and (iii) accompanying warrants (the “Common Warrants” and together with the Shares and the Pre-funded Warrants, the “Secu…

Material Modifications to Rights of Security Holders. To the extent required by

of the Original Form 8-K, or other exhibits filed therewith, which are hereby omitted.

Entry into a Material Definitive Agreement. Merger Agreement On February 17, 2026, Auddia Inc., a Delaware corporation (“Auddia”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Auddia, McCarthy Finney, Inc., a Delaware corporation (“Holdco”), Auddia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Auddia Merger Sub”), Thramann Merger Sub LLC, a Colorado limited liability company and wholly owned subsidiary of Holdco (“Thr…

Regulation FD Disclosure. On February 17, 2026, Auddia and Thramann issued a joint press release announcing the execution of the Merger Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed”…

Other Events. As previously disclosed, on July 9, 2025, the Company issued a press release announcing that its board had formed a special committee of independent members to evaluate a business combination opportunity to restructure the Company into an AI native holding company that delivers enhanced AI capabilities to its portfolio companies. As previously disclosed, on August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI…

Other Events. As previously disclosed, on July 9, 2025, the Company issued a press release announcing that its board had formed a special committee of independent members to evaluate a business combination opportunity to restructure the Company into an AI native holding company that delivers enhanced AI capabilities to its portfolio companies. Also as previously disclosed, on August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent…

Other Events. As previously disclosed, on August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). The LOI contemplates a business combination between Auddia and Holdings with Auddia becoming a public holding company trading under a new name and ticker symbol. The transaction would result in the portfolio companies of Holdings an…

Other Events. As previously disclosed, on August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). The LOI contemplates a business combination between Auddia and Holdings with Auddia becoming a public holding company trading under a new name and ticker symbol. The transaction would result in the portfolio companies of Holdings an…

Entry into a Material Definitive Agreement. On September 11, 2025, the Company entered into an employment agreement (the “Employment Agreement”), with Jeffrey Thramann. The Employment Agreement is effective as of July 1, 2025. The terms of the Employment Agreement are summarized below.

Other Events. As previously disclosed, on August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). The LOI contemplates a business combination between Auddia and Holdings with Auddia becoming a public holding company trading under a new name and ticker symbol. The transaction would result in the portfolio companies of Holdings an…

CEO — Jeffrey Thramann: The previous CEO retired, and Jeffrey Thramann was appointed as the new CEO while continuing his role as Executive Chairman.

Entry into a Material Definitive Agreement. The information set forth in

Chief Technology Officer — Peter Shoebridge: Mr. Shoebridge resigned from his position as Chief Technology Officer without any disagreement with the company.

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. On August 22, 2025, Auddia Inc. (the “ Company ”) entered into an At-the-Market Issuance Sales Agreement (the “ Sales Agreement ”) with Ascendiant Capital Markets, LLC, as sales agent (the “ Agent ”), to sell shares of its common stock, par value $0.001 per share (the “ Common Stock ”), having an aggregate offering price of up to $10,000,000 (the “ Shares ”) from time to time, through an “at the market offering” (the “ ATM Offering ”) as defined in…

Other Events. On August 5, 2025, Auddia Inc. (the “Company”) issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Entry into a Material Definitive Agreement. As previously reported, on November 6, 2024, Auddia Inc. (the “Company”) entered into an equity line common stock purchase agreement (the “Common Stock Purchase Agreement”) with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”). Pursuant to the Common Stock 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…

Unregistered Sales of Equity Securities. The information contained in

CEO — Michael Lawless: Michael Lawless retired as CEO and Director, succeeded by Jeffrey Thramann.

Entry into a Material Definitive Agreement. Convertible Preferred Stock and Warrants Financing On June 30, 2025, Auddia Inc. (the “Company”, “we” and “us”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with accredited investors for a convertible preferred stock and warrants financing. The Company will receive $750,000 of gross proceeds in connection with the closing of this financing. At the closing, the Company issued 750 shares of Series C convertible pr…