Current Report Filing (8-k)
16 October 2021 - 7:02AM
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2021-10-13
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2021-10-13
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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): October 15, 2021 (October
13, 2021)
AUDDIA INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-40071
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45-4257218
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2100 Central Avenue, Suite 200
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Boulder, Colorado
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80301
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(Address of principal executive offices)
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(Zip Code)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common Stock
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AUUD
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Nasdaq Stock Market
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Common Stock Warrants
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AUUDW
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Nasdaq Stock Market
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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 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 13, 2021, Auddia Inc. (“Auddia” or the “Company”)
entered into executive officer employment agreements with each of Michael Lawless (CEO), Peter Shoebridge (CTO), and Brian Hoff (CFO).
Under the terms of the employment agreements, each executive will receive
an annual base salary, subject to annual adjustments as determined by the Board or Compensation Committee, equal to $260,000 (Lawless),
$225,000 (Shoebridge), and $220,000 (Hoff). Each executive will also be eligible for an annual bonus of up to 50% of his base salary as
determined at the sole discretion of the Board or the Compensation Committee. In addition, the employment agreements provide that the
executives will be eligible to participate in the Company’s standard incentive and welfare benefit plans and programs. Each of the
executives has previously been granted stock options under the Company’s equity incentive plans.
Under each employment agreement, if the Company terminates an executive
without cause or an executive terminates for good reason, the executive is entitled to receive (i) nine months (Lawless, Shoebridge) or
six months (Hoff) of base salary, (ii) up to nine months (Lawless, Shoebridge) or six months (Hoff) of paid health insurance under COBRA,
and (iii) any earned but unpaid bonus for a prior completed fiscal year.
The employment agreements require each executive to maintain confidential
information regarding the Company and third parties, and to execute the Company’s standard employee invention assignment and non-disclosure
agreement. Each employment agreement also includes typical non-competition and non-solicitation provisions that the executive must comply
with for a period of twelve months after termination of employment with the Company.
The above summary does not purport to be a complete summary of the
employment agreements and is qualified in its entirety by reference to the full text of the employment agreements, copies of which is
filed herewith as exhibits and are incorporated by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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AUDDIA INC.
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October 15, 2021
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By:
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/s/ Brian Hoff
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Name: Brian Hoff
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Title: Chief Financial Officer
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