Business Context and Reporting Period
Company: AUDDIA INC.
Filing Type: Form 8-K (Current Report)
Date of Report: August 22, 2025
Reporting Period: Single event date (August 22, 2025)
Business Context: The Company, an emerging growth company incorporated in Delaware, entered into a material definitive agreement to facilitate the sale of its common stock through an "at-the-market" (ATM) offering.
Key Financial Metrics
This filing does not contain audited financial statements, revenue, profit, cash flow, or margin data. The following financial parameters relate specifically to the new sales agreement:
- Aggregate Offering Price: Up to $10,000,000 of Common Stock.
- Initial Prospectus Supplement Amount: $3,042,500 (subject to Form S-3 limitations).
- Agent Commission: Up to 3.0% of gross proceeds from shares sold.
- Trading Symbol: AUUD (Common Stock) and AUUDW (Warrants) on the Nasdaq Stock Market.
Material Changes
The primary material change reported is the execution of an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC. This agreement authorizes the Company to sell shares of its Common Stock from time to time through the Agent. The Company retains the discretion to set sales parameters, including price floors and daily volume limits, and may suspend or terminate the agreement at its sole discretion.
Guidance, Outlook, and Risks
Management Commentary: The Company is not obligated to make any sales of shares under the agreement. Sales will be conducted based on the Company's instructions and normal trading practices.
Risks and Contingencies:
- Sales are subject to market conditions and the limitations of General Instruction I.B.6 of Form S-3.
- The Company must reimburse the Agent for certain expenses incurred.
- Offers and sales are subject to state and federal securities laws and Nasdaq rules.
Investor Verification Checklist
- Verify the current market price of AUUD to assess potential dilution from the $10,000,000 offering.
- Review the full text of the Sales Agreement (Exhibit 1.1) for specific termination clauses and expense reimbursement details.
- Confirm the Company's current cash position in the most recent 10-Q or 10-K to understand the necessity of this capital raise.
- Monitor future filings for actual sales volumes and proceeds generated under the ATM program.