Auddia Inc. filed a Form 8-K on November 6, 2026, disclosing that it entered into Warrant Exchange Agreements on that same date under which holders of outstanding publicly traded warrants agreed to exchange each warrant for two shares of common stock.

Key Highlights

  • Exchange ratio: Each Existing Warrant is exchangeable for two shares of Auddia common stock, par value $0.001 per share.
  • Initial exchange: 580,023 Existing Warrants will initially be exchanged for 1,160,045 shares of common stock.
  • Contingent tranche: Subject to stockholder approval, an additional 4,135,539 Existing Warrants will be exchanged for 8,271,077 shares of common stock.
  • Source of warrants: The Existing Warrants were originally issued via a prospectus dated April 24, 2026, or in private placements on June 30, 2025, April 9, 2024, or April 17, 2023.
  • Exemption claimed: The transaction is disclosed as exempt from registration under Section 3(a)(9) of the Securities Act, with no commission or other remuneration paid or given for the exchange.
  • Signatory: The filing was signed by John E. Mahoney, Chief Financial Officer of Auddia Inc.

Auddia's Warrant-for-Stock Exchange: Terms and Scope

According to the filing, Auddia Inc. (NASDAQ:AUUD) and certain Warrant Holders entered into Warrant Exchange Agreements on November 6, 2026. Under these agreements, each holder agreed to exchange its Existing Warrants for two shares of the company's common stock per warrant. The company disclosed that the Existing Warrants being exchanged were previously issued either through a registered public offering under a prospectus dated April 24, 2026, or through unregistered private placements conducted on June 30, 2025, April 9, 2024, or April 17, 2023.

The filing describes two separate tranches of the exchange. The first tranche, which is not contingent on any further approval, covers 580,023 Existing Warrants to be exchanged for 1,160,045 shares of common stock. The second tranche covers an additional 4,135,539 Existing Warrants, which would result in 8,271,077 new shares of common stock, but only upon receipt of stockholder approval, according to the filing.

Auddia disclosed that the transaction is claimed to be exempt from Securities Act registration under Section 3(a)(9), stating that "no commission or other remuneration will be paid or given directly or indirectly for such transaction." The company noted that the foregoing summary of the Warrant Exchange Agreements does not purport to be complete, and that the full form of agreement is attached as Exhibit 10.1 to the filing. The disclosure under Item 1.01 is also incorporated by reference into Item 3.02, covering the unregistered sale of equity securities.

What Was Disclosed

Auddia Inc. reported entry into Warrant Exchange Agreements on November 6, 2026, covering an initial exchange of 580,023 warrants for 1,160,045 common shares, plus a stockholder-approval-contingent exchange of 4,135,539 additional warrants for 8,271,077 shares.