Auddia Inc S-1/A, filed Apr 7, 2026
Auddia Inc. (AUUD)
As filed with the Securities and Exchange Commission on April 7, 2026.
Registration No. 333-294887
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
7371 (Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
(
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chief Executive Officer
Auddia Inc.
1680 38th Street, Suite 130
Boulder, Colorado 80301
(303) 219-9771
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Jennifer L. Porter, Esq. | Rick Werner | |
| James H. Carroll, Esq. | Justin Platt, Esq. | Alla Digilova |
| Carroll Legal LLC | Goodwin Procter LLP | Haynes and Boone, LLP |
| 1449 Wynkoop Street, Suite 507 | 3025 John F. Kennedy Boulevard | 30 Rockefeller Plaza, 26th Floor |
| Denver, CO 80202 | Philadelphia, PA 19104 | New York, New York 10112 |
| (303) 888-4859 | (445) 207-7806 | (212) 659-7300 |
Approximate date of commencement of the proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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 7(a)(2)(b) of the Securities Act.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Auddia Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-294887) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
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| Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits. The following exhibits are filed as part of this Registration Statement:
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___________________________
| * | To be filed by amendment. |
| ** | Certain information contained in this Exhibit has been redacted and appears as “XXXXX” as the disclosure of same would be a disadvantage to the Registrant in the marketplace. |
| # | Indicates management contract or compensatory plan. |
(b) Financial statement schedules. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the Financial Statements or notes thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boulder, in the State of Colorado, on this 7th day of April, 2026.
| AUDDIA INC. | ||
| By: | /s/ John Mahoney | |
| John Mahoney | ||
| Chief Financial Officer | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey Thramann and John Mahoney such person’s true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or such persons’ substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jeffrey Thramann, M.D. | President, Chief Executive Officer, Executive Chairman and Director | April 7, 2026 | ||
| Jeffrey Thramann, M.D. | (Principal Executive Officer) | |||
| /s/ John Mahoney | Chief Financial Officer | April 7, 2026 | ||
| John Mahoney | (Principal Financial and Accounting Officer) | |||
| /s/ Nick Balletta | Director | April 7, 2026 | ||
| Nick Balletta | ||||
| /s/ Emmanuel de Boucaud | Director | April 7, 2026 | ||
| Emmanuel de Boucaud | ||||
| /s/ Joshua Sroge | Director | April 7, 2026 | ||
| Joshua Sroge |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-1 of Auddia Inc. of our report dated March 6, 2026, relating to the financial statements of Auddia Inc, which appears in Auddia Inc’s Annual Form 10-K for the years ended December 31, 2025 and 2024. Our audit report includes an explanatory paragraph relating to Auddia Inc.’s ability to continue as a going concern. Our audit also did not include any adjustments for the reverse-stock-split which was effectuated on April 1, 2026.
We also consent to the reference to our firm under the caption "Experts" in such Registration Statement.
/s/ Haynie
Salt Lake City, Utah
April 7, 2026
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-1 of Auddia Inc. of our report dated March 5, 2026, relating to the financial statements of Thramann Holdings, LLC, which appears in Auddia Inc’s Current Report Form 8-K, Exhbit 99.1 for the years ended December 31, 2025 and 2024. Our audit report includes an explanatory paragraph relating to Thramann Holdings, LLC’s ability to continue as a going concern.
We also consent to the reference to our firm under the caption "Experts" in such Registration Statement.
/s/ Haynie
Salt Lake City, Utah
April 7, 2026