Auddia Inc. Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 6, 2026

AUDDIA INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40071

45-4257218

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1680 38th Street, Suite 130
Boulder, Colorado		80301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 219-9771

Not Applicable

Former name or former address, if changed since last 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))

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	The Nasdaq Stock Market LLC

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 9.01.

Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

Audited financial statements of Thramann Holdings, LLC and its combined and consolidated subsidiaries as of and for the years ended December 31, 2025 and 2024, and the notes related thereto, as well as the related Report of Independent Public Accounting Firm, which are included in Exhibit 99.1 hereto and are incorporated herein by reference.

(b)

Pro forma financial information.

Unaudited pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of and for the years ended December 31, 2025 and 2024, and the notes related thereto, which are included in Exhibit 99.2 hereto and are incorporated herein by reference.

Exhibit Number		Description

23.1		Consent of Haynie & Company, the independent auditors of Thramann Holdings, LLC

99.1		Audited combined financial statements of Thramann Holdings, LLC as of and for the years ended December 31, 2025 and 2024

99.2		Unaudited pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of and for the year ended December 31, 2025 and 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

March 6, 2026	By:	/s/ John Mahoney
		John Mahoney
		Chief Financial Officer

SEC Form 8-K filed by Auddia Inc.