Business Context and Reporting Period
Auddia Inc. (AUUD), an emerging growth company incorporated in Delaware, filed this Form 8-K on April 23, 2026. The report details a material definitive agreement involving the exchange of preferred stock for common stock.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a capital structure transaction.
- Transaction Type: Exchange of Series C Convertible Preferred Stock for Common Stock.
- Shares Exchanged: 750 shares of Series C Preferred Stock (including accrued dividends).
- Shares Issued: 216,525 shares of Common Stock.
- Exchange Price: $3.91 per common share.
- Outstanding Series C: Zero shares remain outstanding following the transaction.
Material Changes
The primary material change is the reduction of the Company's preferred equity and the corresponding increase in common equity. This transaction resolves the outstanding Series C Preferred Stock issued in a September 30, 2024 financing round, which originally raised $1,000,000 in gross proceeds.
Guidance, Outlook, and Risks
The filing contains no management guidance, forward-looking outlook, or discussion of risks and contingencies beyond the standard disclosure that the securities were sold unregistered. The transaction was executed in reliance on exemptions from registration under Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the full text of the Exchange Agreement (Exhibit 10.1) for specific terms regarding accrued dividends and conversion mechanics.
- Confirm the impact of the 216,525 new common shares on total share count and potential dilution to existing common shareholders.
- Review the September 30, 2024 financing documents to understand the original terms of the Series C Preferred Stock being extinguished.
- Check subsequent filings for any updated capitalization tables reflecting this exchange.