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): October 1617, 2025

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	Nasdaq Stock Market
Common Stock Warrants	AUUDW	Nasdaq Stock Market

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 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

OnAs ~~October~~previously 16disclosed, on August 5, 2025, ~~Auddia~~the Company ~~Inc.~~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”). ~~announced~~The LOI contemplates a business combination between ~~that~~Auddia itand ~~has~~Holdings ~~released~~with anAuddia ~~updated~~becoming ~~corporate~~a ~~overview~~public ~~presentation~~holding company trading under a new name and ticker symbol. The transaction would result in the portfolio companies of Holdings and Auddia becoming subsidiaries of the public holding company.

AThe ~~copy~~parties ofinitially ~~the~~agreed ~~Company’s~~to ~~press~~a 30-day ~~release~~exclusivity ~~announcing~~period ~~the~~(expiring ~~release of~~September ~~the~~3, ~~Company’s~~2025) ~~updated~~to ~~corporate~~negotiate ~~overview~~a ~~presentation~~definitive isbusiness ~~furnished~~combination agreement, which will include customary closing conditions such as ~~Exhibit~~board ~~99.1~~and stockholder approvals, regulatory approvals, effectiveness of a registration statement relating to the ~~this~~issuance ~~Form~~of ~~8-K~~Auddia common stock in the business combination and ~~incorporated~~continued ~~herein~~listing byof the combined company’s common stock on ~~reference~~Nasdaq.

AOn ~~copy~~September of3, 2025, the ~~updated~~parties agreed ~~corporate~~to ~~overview~~a ~~slide~~45-day ~~presentation~~extension isof ~~furnished as~~the ~~Exhibit~~exclusivity ~~99.2~~period to(which ~~this~~will ~~Form~~now ~~8-K~~expire ~~and~~on ~~incorporated~~October ~~herein~~18, by2025) ~~reference~~under the LOI.

~~The~~On ~~information~~October ~~contained~~17, in2025, ~~this~~the ~~Item~~parties ~~7.01 of this current report~~agreed onto ~~Form~~an ~~8-K~~additional ~~and~~extension ~~in the accompanying exhibits 99.1 and 99.2 incorporated by reference herein shall not be incorporated by reference into any filing~~ of the ~~Company,~~exclusivity ~~whether~~period ~~made~~until ~~before~~30 ordays after the ~~date~~Securities ~~hereof,~~and ~~regardless~~Exchange ofCommission ~~any~~is ~~general~~no ~~incorporation~~longer ~~language in such filing,~~operating ~~unless~~under ~~expressly~~its ~~incorporated~~Operations byPlan ~~specific~~Under ~~reference~~a toLapse ~~such~~in ~~filing.~~Appropriations ~~This information, including the exhibits 99.1~~ and ~~99.2~~Government ~~hereto,~~Shutdown ~~shall not~~(which becommenced ~~deemed~~on toOctober ~~be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~1, ~~or otherwise subject to the liabilities of that section or Sections 11 and 12(a~~2025)~~(2) of the Securities Act of 1933~~.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

99.1		Press release issued by Auddia Inc. on October 16, 2025.
99.2		Auddia Inc. Corporate Overview Presentation dated October 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
October 16, 2025	By:	/s/ John Mahoney
October 20, 2025	By:	/s/ John E. Mahoney
		Name: John Mahoney
		Name: John E. Mahoney
		Title: Chief Financial Officer

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