8-K
AUDDIA INC. (AUUD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of Earliest EventReported): December 29, 2023 (December 29,2023) ****
AUDDIA
INC.
(Exact name of registrant as specifiedin its charter)
| Delaware | 001-40071 | 45-4257218 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 2100 Central Avenue, Suite 200 | ||
| --- | --- | |
| Boulder, Colorado | 80301 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, includingarea code: (303) 219-9771
Not Applicable
Former name or former address, if changed sincelast report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
|---|---|---|
| Common Stock | AUUD | Nasdaq Stock Market |
| Common Stock Warrants | AUUDW | Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On December 29, 2023, the Company held its 2023 Annual Meeting of Stockholders.
The matters voted upon at the Annual Meeting and the results of such voting are set forth below.
Proposal 1 - Election of five directorsto serve a term ending at the 2024 annual meeting, in each case until their respective successors are duly elected and qualified.
| Nominee | Votes For | Withheld | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| Jeffrey Thramann | 6,464,751 | 150,158 | 4,601,665 | |||
| Michael Lawless | 6,491,754 | 123,155 | 4,601,665 | |||
| Stephen Deitsch | 6,026,837 | 588,072 | 4,601,665 | |||
| Timothy Hanlon | 6,055,695 | 559,214 | 4,601,665 | |||
| Thomas Birch | 6,113,612 | 501,297 | 4,601,665 |
All five director nominees were duly elected.
Proposal 2 - Ratification of appointmentof independent registered accounting firm – Haynie & Company
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 11,022,564 | 23,029 | 170,981 | 0 |
Proposal 2 was approved.
Proposal No. 3 — To grant the board of directors discretionaryauthority regarding a proposed reverse stock split.
| Broker | ||||
|---|---|---|---|---|
| For | Against | Abstain | Non-Votes | |
| Common Stock | 10,522,375 | 442,724 | 251,474 | 0 |
| Series A Preferred Stock | 28,143,289 | 1,184,115 | 672,596 | 0 |
| Total Votes | 38,665,664 | 1,626,839 | 924,070 | 0 |
Proposal 3 was approved.
Proposal 4 – Approval of the issuanceof shares pursuant to the Company’s equity line
| Votes For | Votes Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 6,041,873 | 552,943 | 20,093 | 4,601,665 |
Proposal 4 was approved.
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Item 8.01. Other Information.
As previously disclosed, in November 2023 the Company sold one (1) share of the Company’s newly designated Series A Preferred Stock to Jeffrey Thramann, the Company’s Executive Chairman, for a purchase price of $1,000. The share of Series A Preferred Stock had proportional voting rights that were limited to the proposal to approve a reverse stock split of the Company’s common stock.
Following the Annual Meeting, on December 29, 2023 the Company redeemed the one outstanding share of Series A Preferred Stock in accordance with its terms. The redemption price was $1,000. No Series A Preferred Stock remains outstanding.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| AUDDIA INC. | ||
|---|---|---|
| December 29, 2023 | By: | /s/ John E. Mahoney |
| Name: John E. Mahoney | ||
| Title: Chief Financial Officer |
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