4//SEC Filing
Minicozzi Richard Michael 4
Accession 0001683168-23-002529
CIK 0001554818other
Filed
Apr 18, 8:00 PM ET
Accepted
Apr 19, 4:02 PM ET
Size
14.5 KB
Accession
0001683168-23-002529
Insider Transaction Report
Form 4
AUDDIA INC.AUUD
Minicozzi Richard Michael
10% Owner
Transactions
- Other
Warrants (right to buy)
2023-04-17−300,000→ 0 totalExercise: $2.10From: 2022-11-14Exp: 2027-11-14→ Common Stock (300,000 underlying) - Purchase
Warrants (right to buy)
2023-04-17+600,000→ 600,000 totalExercise: $0.61From: 2023-04-17Exp: 2028-04-17→ Common Stock (600,000 underlying) - Purchase
Warrants (right to buy)
2023-04-17+650,000→ 650,000 totalExercise: $0.61From: 2023-04-17Exp: 2028-04-17→ Common Stock (650,000 underlying) - Purchase
Secured Bridge Note (conversion right)
2023-04-17+162,295→ 162,295 totalExercise: $0.61→ Common Stock (162,295 underlying)
Footnotes (5)
- [F1]As part of a $2.2 million secured bridge note private placement financing dated November 14, 2022, the reporting person was issued a common stock purchase warrant for 300,000 shares. The warrant had a five year term and a fixed exercise price of $2.10 per share. The warrant was immediately exercisable. In connection with a subsequent secured bridge note private placement financing dated April 17, 2023, this warrant was cancelled by agreement of the parties. This warrant was never exercised and no common shares were ever issued in respect of this warrant.
- [F2]As part of a $825,000 secured bridge note private placement financing dated April 17, 2023, the reporting person was issued a common stock purchase warrant for 650,000 shares. The warrant has a five year term and a fixed exercise price of $0.61 per share. 50% (325,000 shares) of this warrant is immediately exercisable. 50% (325,000 shares) will only become exercisable if the term of the 4/17/2023 secured bridge note is extended in accordance with the terms of such note.
- [F3]In connection with the April 17, 2023 financing, the reporting person was also issued an additional common stock purchase warrant for 600,000 shares. The warrant has a five year term and a fixed exercise price of $0.61 per share. 50% (300,000 shares) is immediately exercisable. 50% (300,000 shares) of this warrant will only become exercisable if the term of the 11/14/2022 secured bridge note is extended in accordance with the terms of such note.
- [F4]The warrants were issued in connection with the reporting person's purchase of a secured bridge note in a private placement on April 19, 2023. No specific portion of the aggregate purchase price was allocated to the note or the warrants.
- [F5]At the 7/31/2023 maturity date for the $825,000 secured bridge note, the holder has the option to convert accrued/unpaid interest and original issue discount into shares of common stock at a fixed conversion price of $0.61 per share. The Company has an option to extend the maturity date to November 30, 2023. Accordingly, the number of potential conversion shares cannot be calculated precisely at this point. The 162,295 shares disclosed above assumes that the conversion option could be exercised as of 7/31/2023, at which time $99,000 (i.e. $75,000 of OID and $24,000 of interest) could be converted into 162,295 shares using the $0.61 fixed conversion price. No specific portion of the $750,000 aggregate purchase price was allocated to the conversion feature of the note.
Documents
Issuer
AUDDIA INC.
CIK 0001554818
Entity typeother
Related Parties
1- filerCIK 0001847895
Filing Metadata
- Form type
- 4
- Filed
- Apr 18, 8:00 PM ET
- Accepted
- Apr 19, 4:02 PM ET
- Size
- 14.5 KB