Auddia Inc. filed a preliminary proxy statement on November 12, 2026, notifying stockholders of a 2026 Annual Meeting to be held in December 2026 at the company's Boulder, Colorado offices, where three proposals will be put to a vote.

Key Highlights

  • Three proposals on the agenda: Stockholders will vote on electing four director nominees, ratifying Haynie & Company as independent auditor for the fiscal year ending December 31, 2026, and authorizing a reverse stock split.
  • Reverse stock split range: The board is seeking discretionary authority to combine shares at a ratio between one-for-two (1-for-2) and one-for-two hundred (1-for-200), with the exact ratio to be set by the board in its sole discretion.
  • Split window: According to the filing, the reverse stock split, if approved, could be effected within one year of stockholder approval.
  • Board recommendation: The board of directors recommends a vote "FOR" all three proposals, as stated in the filing.
  • Proxies designated: Jeff Thramann, Executive Chairman, and John Mahoney, Chief Financial Officer, are named as proxies for the Annual Meeting.
  • Emerging growth company: The filing states that Auddia Inc. is an "emerging growth company" and is using scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012.

Auddia Seeks Stockholder Approval for Broad Reverse Split Authority at December 2026 Meeting

Auddia Inc. filed a preliminary proxy statement with the SEC in connection with its 2026 Annual Meeting of Stockholders, scheduled for December 2026 at 9:30 a.m. Mountain Time at the company's offices at 1680 38th Street, Suite 130, Boulder, CO 80301. The filing covers three formal proposals and identifies the record date and mailing of proxy materials as occurring in November 2026, though specific dates within the month are redacted in the preliminary filing.

The most notable proposal is the reverse stock split authorization (Proposal 3), through which stockholders would grant the board discretionary authority to amend the company's Certificate of Incorporation to consolidate outstanding shares of common stock at a ratio anywhere from 1-for-2 to 1-for-200. The filing states the exact ratio would be determined by the board in its sole discretion, and the split could be executed within one year of stockholder approval. The board recommends a "FOR" vote on this proposal.

Proposal 1 asks stockholders to elect four director nominees to serve until the company's 2027 annual meeting or until their successors are duly elected and qualified. Proposal 2 seeks ratification of Haynie & Company as Auddia's independent registered public accounting firm for the fiscal year ending December 31, 2026. The company's 2025 Annual Report on Form 10-K is being made available alongside the proxy materials. The filing notes that Auddia qualifies as an "emerging growth company" and relies on scaled disclosure rules available to smaller reporting companies under applicable securities regulations.

What Was Disclosed

Auddia Inc. filed a preliminary proxy statement covering its 2026 Annual Meeting, which will include votes on four director nominees, auditor ratification, and a discretionary reverse stock split authorization ranging from 1-for-2 to 1-for-200.