UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 7, 2026
AUDDIA INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40071 | 45-4257218 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 1680 38th Street, Suite 130 | ||
| Boulder, Colorado | 80301 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (303) 219-9771
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Common Stock | AUUD | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Principal Officers, Election of Directors, Appointment of Principal Officers; Compensatory Arrangements of Principal Officers. |
Bonus Awards
On May 7, 2026, the Compensation Committee of the Board of Directors (the “Committee”) of Auddia Inc. (the “Company”) approved bonuses in the amount of $350,000 for Jeffrey Thramann, the Company’s Chief Executive Officer, and $150,000 for John Mahoney, the Company's Chief Financial Officer. The bonuses were based, in part, upon the successful completion of the Company's recent $12 million public offering. The bonuses will be paid in cash in the Company’s next regular pay period.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 8, 2026, Auddia Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”).
The matters voted upon at the Special Meeting and the results of such voting are set forth below.
Proposal No. 1 — To grant the board of directors discretionary authority regarding a proposed reverse stock split.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 803,150 | 610,518 | 20,574 | 0 | |||||||||||
Proposal 1 was approved.
Proposal No. 2 — To adopt and approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||
| 830,688 | 580,223 | 23,330 | 0 | |||||||||||
Proposal 2 was approved.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AUDDIA INC. | ||
| May 8, 2026 | By: | /s/ John E. Mahoney |
| Name: John E. Mahoney | ||
| Title: Chief Financial Officer | ||
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