Auddia Inc. Announces Issuance of Senior Unsecured Bridge Notes and Sets Key Financing Conditions for Pending Merger

Boulder, CO, July 23, 2026 — Auddia Inc. (Nasdaq: [Trading Symbol Not Specified]), an emerging growth company listed on the Nasdaq Stock Market LLC, has filed a Form 8-K and released details regarding new senior unsecured bridge notes issued to several target companies as part of its ongoing merger strategy. The company has also outlined several financial thresholds, conversion terms, and closing requirements that are highly relevant for investors and could have a material impact on Auddia’s share value.

Key Points from the Report

• Issuance of Senior Unsecured Bridge Notes: Auddia has issued senior unsecured bridge notes to target companies, including Thramann Holdings, LT350, Influence, and Voyex, to provide interim financing ahead of a pending merger.
• Maximum Funding: The notes are funded in tranches, with specified maximum aggregate principal amounts for each target:
  • Thramann Holdings: up to \$360,000
  • LT350: up to \$590,000
  • Influence: (amount not specified in this summary)
  • Voyex: (amount not specified in this summary)

  Any advance in excess of \$50,000 requires approval from Auddia’s audit committee.

• Seniority and Security: The bridge notes are unsecured senior obligations of each target company. The targets have agreed not to incur any debt that would be senior or secured with respect to these notes.
• Conversion Terms:
  • Thramann Holdings’ note is NOT convertible.
  • For LT350, Influence, and Voyex, the notes are automatically convertible into equity if a “Qualified Financing” occurs on or before maturity.
  • The conversion rate is 80% of the price paid by other investors in the Qualified Financing, effectively giving noteholders a 20% discount.
  • Qualified Financing thresholds:
    • LT350: at least \$3,000,000
    • Influence: at least \$2,000,000
    • Voyex: at least \$1,000,000

    The thresholds are exclusive of debt converted under the bridge notes.

• Merger Cash Closing Condition: The merger agreement requires Auddia to have at least \$12,000,000 in net cash at closing. Importantly, any funds advanced under these bridge notes will be credited to Auddia’s net cash position for the purposes of meeting this condition.
• Use of Proceeds: The target companies are required to use the proceeds of the notes solely for business operations—not for personal, family, or household purposes.
• Investor Protections and Limitations:
  • Notes and underlying securities are restricted and not registered under the Securities Act of 1933; resale is limited without appropriate exemptions or legal opinion.
  • Notes are only being offered to accredited investors and are subject to standard representations regarding investment intent, sophistication, and ability to bear economic risk.
• Events of Default: Standard events of default apply, including non-payment, insolvency, breach of covenants, and misrepresentations. In case of default, holders may declare the notes due and payable.

Important Matters for Shareholders

• Potential Share Dilution: The automatic conversion of bridge notes into equity in a Qualified Financing could result in significant share issuance at a 20% discount, diluting existing shareholders.
• Merger Financing and Closing Risk: The ability to meet the \$12 million net cash closing condition for the merger is partially reliant on these bridge note advances, highlighting the importance of these financings for the transaction’s completion.
• Emerging Growth Company Status: Auddia is classified as an emerging growth company and has elected to use extended transition periods for complying with new or revised accounting standards. This could impact financial reporting.
• No Broker Fees: The company confirms there are no broker or finder’s fees associated with these transactions, reducing potential costs and liabilities.
• Director and Officer Involvement: The filings and notes are signed by John E. Mahoney, Auddia’s Chief Financial Officer, indicating high-level executive oversight.

Potential Price-Sensitive Elements

• Merger Completion Risk: If Auddia fails to meet the net cash closing condition, the merger could be delayed or terminated, which would be materially negative for share value.
• Conversion Terms: The conversion at a 20% discount in a Qualified Financing could result in a lower effective valuation for existing shareholders, impacting share prices if the notes are converted.
• Unsecured Nature of Notes: As the notes are unsecured, Auddia’s potential future obligations to noteholders could affect its financial flexibility and risk profile.

Details of the Notes

• Structure: Each note contains standard representations and warranties by both the issuer (target company) and the holder (Auddia), including compliance with all applicable laws, authority to issue, and use of proceeds.
• Transfer Restrictions: Holders may not transfer the notes or securities absent registration or an exemption, and the company may require legal opinions for transfers.
• Events of Default: Include non-payment, insolvency, covenant breaches, and misrepresentation. Default allows acceleration of the notes.
• Other Terms: Waivers, indemnifications, and exculpation of reliance on third parties (other than the company and its board/officers) are included.

Conclusion

The issuance of these senior unsecured bridge notes, their conversion features, and their role in the pending merger represent significant corporate actions for Auddia Inc. Shareholders should pay close attention to the progress of the Qualified Financings and the company’s ability to fulfill the \$12 million net cash condition for closing, as these will have direct implications for share value, potential dilution, and the company’s strategic direction.

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