Business Context and Reporting Period
This Form 8-K is a current report filed by AUDDIA INC. on January 16, 2026. The company is an emerging growth company incorporated in Delaware, with principal executive offices in Boulder, Colorado. Its common stock (AUUD) and warrants (AUUDW) are listed on the Nasdaq Stock Market.
Key Financial Metrics
This filing is a report of a material event (Item 8.01) and does not contain financial statements. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Events
- Business Combination Status: The company is evaluating a proposed business combination with Thramann Holdings, LLC to restructure into an AI-native holding company.
- Exclusivity Extension: On January 16, 2026, the parties agreed to extend the exclusivity period under their non-binding Letter of Intent (LOI). The new expiration date is January 31, 2026.
- Transaction Structure: The proposed deal involves Auddia becoming a public holding company under a new name and ticker, with portfolio companies from both entities becoming subsidiaries.
- Timeline: The special committee expects to complete its consideration process on or before January 31, 2026.
Outlook, Risks, and Contingencies
Management Commentary: The company anticipates finalizing the special committee's review by the end of the extended exclusivity period (January 31, 2026).
Contingencies and Risks: The transaction is subject to customary closing conditions, including:
- Board and stockholder approvals.
- Regulatory approvals.
- Effectiveness of a registration statement for the issuance of Auddia common stock.
- Continued listing of the combined company's stock on Nasdaq.
Investor Verification Checklist
- Verify the status of the definitive business combination agreement negotiations as of the January 31, 2026 deadline.
- Confirm whether the special committee has recommended the transaction to the board.
- Monitor for the announcement of the new company name and ticker symbol.
- Review upcoming filings for the registration statement required for the stock issuance.