Business Context and Reporting Period
Company: AUDDIA INC. (Ticker: AUUD)
Filing Type: Form 8-K (Current Report)
Date of Report: July 17, 2026
Reporting Period: Event date July 17, 2026
Auddia Inc., a Delaware corporation and emerging growth company, reported the entry into material definitive agreements on July 17, 2026. The company is currently in the process of a pending merger with McCarthy Finney, Inc. (Holdco) and Thramann Holdings, LLC, originally agreed upon on February 17, 2026. Upon closing, Auddia and the target companies will become subsidiaries of McCarthy Finney, which will trade under the ticker symbol MCFN.
Key Financial Metrics and Agreements
This filing details interim bridge funding rather than standard operating financial results (revenue, profit, or cash flow). Key financial terms of the new agreements include:
- Total Potential Bridge Funding: Up to $1,400,000 aggregate across four entities.
- Interest Rate: 8.0% per annum, compounded annually.
- Security Status: Unsecured senior obligations.
- Merger Cash Condition: Auddia must maintain net cash of at least $12,000,000 at closing. Funds advanced under these bridge notes will be credited toward this requirement.
| Target Company | Maximum Bridge Note Amount | Qualified Financing Threshold (for Conversion) |
|---|---|---|
| Thramann Holdings, LLC | $360,000 | Not Convertible |
| LT350, LLC | $400,000 | $3,000,000 |
| Influence Healthcare, LLC | $590,000 | $2,000,000 |
| Voyex, LLC | $50,000 | $1,000,000 |
Material Changes and Transaction Details
The primary material change is the execution of senior unsecured bridge notes to provide working capital to the target companies while the merger is pending. Key structural details include:
- Funding Tranches: Amounts will be funded in tranches as mutually agreed. Advances exceeding $50,000 require Audit Committee approval.
- Termination Clause: No further amounts will be funded if the Merger Agreement is terminated.
- Repayment Premium: In the event of a change of control involving LT350, Influence, or Voyex, the target company owes a repayment premium equal to 50% of the outstanding principal.
- Conversion Terms: For LT350, Influence, and Voyex, notes automatically convert into equity in a "Qualified Financing" at 80% of the cash price per share paid by other purchasers. Thramann Holdings' note is not convertible.
Outlook, Risks, and Management Commentary
Merger Timeline: Auddia plans to hold a special stockholders meeting in late August 2026 to vote on the proposed merger. Closing is subject to stockholder approval and other conditions.
Risks and Contingencies:
- Merger Failure: If the merger is terminated, funding under the bridge notes ceases, and repayment terms are triggered based on the termination date or change of control.
- Liquidity Dependency: The bridge notes are intended as interim funding; the target companies must secure future capital or consummate the merger to satisfy long-term obligations.
- Approval Requirements: Continued funding is contingent on internal governance approvals (Audit Committee) for amounts over $50,000.
Management Commentary: The bridge notes were reviewed and approved by a special committee of independent and disinterested directors and the Audit Committee to ensure fair treatment of Auddia stockholders.
Investor Verification Checklist
- Verify the outcome of the special stockholders meeting scheduled for late August 2026 regarding the merger approval.
- Monitor Auddia's net cash position to ensure it meets the $12,000,000 closing condition, noting that bridge note advances are credited toward this figure.
- Track whether the target companies (LT350, Influence, Voyex) achieve their respective "Qualified Financing" thresholds to trigger note conversion.
- Review the full text of the Bridge Notes (Exhibits 10.1 through 10.4) for specific covenants and default provisions not summarized in the 8-K.
- Confirm if any tranche funding has been drawn down and the specific amounts advanced to date.