Auddia Inc. Launches Public Offering and Signs Securities Purchase Agreement

Key Highlights for Investors

• Public Offering Initiated: On April 24, 2026, Auddia Inc. commenced a public offering to issue and sell a mix of common stock, pre-funded warrants, and common warrants.
• Details of Securities Issued:
  • 1,405,006 shares of Auddia’s common stock (par value \$0.001 per share)
  • Pre-funded warrants to purchase up to 3,679,737 shares of common stock
  • Accompanying warrants (common warrants) to purchase up to 5,084,743 shares of common stock
• Offering Prices:
  • Each share of common stock and associated common warrant: \$2.36 per unit
  • Each pre-funded warrant and associated common warrant: \$2.36 minus \$0.001 (exercise price of pre-funded warrant)
• Material Definitive Agreement Signed: A Securities Purchase Agreement was executed between Auddia Inc. and certain institutional investors for this transaction.
• Warrant Terms:
  • Pre-funded warrants are immediately exercisable at \$0.001 per share and may be exercised at any time after issuance.
  • Common warrants terms were also filed, allowing holders to purchase shares at specified exercise prices and conditions.
• Registration Statement: The offering was made pursuant to a registration statement (No. 333-294887) on Form S-1, filed April 3, 2026, amended April 7, 2026, and declared effective April 23, 2026. A final prospectus was issued on April 24, 2026.
• Nasdaq Listing: Auddia’s common stock continues to be listed on The Nasdaq Stock Market LLC.
• Emerging Growth Company: The company qualifies as an emerging growth company under SEC rules, which may impact financial reporting and regulatory compliance timelines.

Potentially Price-Sensitive Information for Shareholders

• Dilution Risk: The issuance of new shares and exercise of warrants will increase the total number of shares outstanding, potentially diluting the holdings of existing shareholders.
• Fundraising Impact: The capital raised through this offering will strengthen the company’s balance sheet and may be used for corporate growth, debt repayment, or other strategic initiatives.
• Warrant Exercise Could Increase Float: If pre-funded and common warrants are exercised, a significant number of additional shares may enter the market, influencing share price and trading dynamics.
• Regulatory Compliance: The effective registration statement and SEC filings ensure that the offering is compliant, but investors should review the full terms and risk factors disclosed in the prospectus and accompanying exhibits.
• Material Agreements Filed: The company has filed the full forms of the Purchase Agreement, Pre-Funded Warrant, and Common Warrant as exhibits, providing transparency into the detailed terms of the instruments sold.

Additional Details

• Transaction Structure: The offering allows for both cash and cashless exercise of warrants, giving flexibility to investors and potentially accelerating the timing of new share issuances.
• No Cash Settlement: The warrants cannot be cash-settled by the company; holders must exercise into shares rather than receiving a cash payment.
• Anti-Dilution and Adjustment Provisions: Both pre-funded and common warrants include standard anti-dilution protections, including adjustments for stock dividends, splits, combinations, and fundamental transactions (e.g., mergers, asset sales).
• Fractional Shares: No fractional shares will be issued upon warrant exercise; any fraction will be settled in cash or rounded up to the next whole share.
• Transfer Agent: VStock Transfer, LLC is the company’s transfer agent.
• Closing: The report is signed by John E. Mahoney, Chief Financial Officer, dated April 27, 2026.

Conclusion

This public offering is a significant event for Auddia Inc., potentially impacting the stock price due to the new issuance of shares and warrants, which could lead to dilution. However, the infusion of capital may also support the company’s growth and operational goals. Shareholders and prospective investors should carefully review the offering documents, including the registration statement and final prospectus, to fully understand the implications of this transaction.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should review all official filings and consult with a qualified financial advisor before making any investment decisions. The information contained herein is based on publicly available SEC filings and may not reflect all risks or developments pertaining to Auddia Inc.

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