Filed Pursuant to Rule 424(b)(3)
Registration No. 333-275441
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus Dated February 2, 2024)
AUDDIA INC.
52,631,578 Pre-Split Shares of Common Stock
2,105,263 Post Split Shares of Common Stock
This prospectus supplement No. 1 updates, amends
and supplements the prospectus dated February 2, 2024 (the “Prospectus”), relating to the offering and resale by White Lion
Capital LLC (“White Lion” or the “Selling Securityholder”) of up to 52,631,578 shares (prior to the reverse stock
split described below) of our common stock, par value $0.001 per share.
The shares of common stock being offered by the
Selling Securityholder have been or may be issued and sold to the Selling Securityholder pursuant to the purchase agreement (the “Purchase
Agreement”) effective as of November 6, 2024, that we entered into with White Lion. See “The White Lion Transaction”
in the Prospectus for a description of the Purchase Agreement and “Selling Securityholder” for additional information regarding
White Lion.
This prospectus supplement incorporates into our
prospectus the information contained in our Current Report on Form 8-K filed with the SEC on February 27, 2024, which is attached.
As described in the attached Current Report on Form 8-K, on February
23, 2024 we filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (the “Certificate
of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s common
stock at a ratio of one-for-twenty five.
The Certificate of Amendment provides that the reverse stock split
became effective as of 5:00 P.M. Eastern Time on February 26, 2024, at which time every twenty five (25) shares of the Company’s
issued and outstanding common stock were automatically combined into one (1) issued and outstanding share of common stock, without any
change in the par value per share. The Certificate of Amendment provides that in the event a stockholder would otherwise be entitled to
receive a fraction of a share of common stock, such stockholder shall receive one whole share of common stock in lieu of such fractional
share and no fractional shares shall be issued.
Trading of the Company’s common stock on Nasdaq on a split-adjusted
basis commenced at market open on February 27, 2024. The new CUSIP number for the common stock following the reverse stock split is 05072K
206.
As a result of the reverse stock split, the Company’s issued
and outstanding shares of common stock were decreased from approximately 20.47 million pre-split shares to approximately 818,000 post-split
shares. The reverse stock split did not change the number of authorized shares of the Company's common stock, which remains at 100 million
shares.
This registration statement relating to the Purchase Agreement with
White Lion originally registered 52,631,578 pre-split shares of common stock. Prior to the reverse stock split, the Company had issued
an aggregate of 500,000 common shares pursuant to the Purchase Agreement and this registration statement, so that 52,131,578 pre-split
common shares remained available for issuance under the registration statement.
After adjusting for the reverse stock split, the Company now has 2,085,263
post-split common shares remaining available for issuance under this registration statement in connection with the Purchase Agreement
with White Lion.
You should read this prospectus supplement in
conjunction with the Prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference
to the Prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the Prospectus.
This prospectus supplement is not complete without,
and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments thereto.
You should carefully consider matters discussed under the caption
“Risk Factors” beginning on page 18 of the Prospectus.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the Prospectus
or this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February
27, 2024.
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):
February 27, 2024 (February 26, 2024)
AUDDIA
INC.
(Exact name of registrant as specified
in its charter)
| Delaware |
|
001-40071 |
|
45-4257218 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
| 2100 Central Avenue, Suite 200 |
|
|
| Boulder, Colorado |
|
80301 |
| (Address of principal executive offices) |
|
(Zip Code) |
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:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of exchange on which registered |
| Common
Stock |
AUUD |
Nasdaq
Stock Market |
| Common
Stock Warrants |
AUUDW |
Nasdaq
Stock Market |
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 3.03 |
Material Modifications to Rights of Security Holders. |
To the extent required by Item 3.03 of Form 8-K, the information contained
in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 23, 2024, Auddia Inc. (the “Company”) filed
a Certificate of Amendment to the Certificate of Incorporation of the Company (the “Certificate of Amendment”) with the Secretary
of State of the State of Delaware to effect a reverse stock split of the Company’s common stock at a ratio of one-for-twenty five.
The Certificate of Amendment provides that the reverse stock split
became effective as of 5:00 P.M. Eastern Time on February 26, 2024 (the “Effective Time”), at which time every twenty five
(25) shares of the Company’s issued and outstanding common stock were automatically combined into one (1) issued and outstanding
share of common stock, without any change in the par value per share. The Certificate of Amendment provides that in the event a stockholder
would otherwise be entitled to receive a fraction of a share of common stock, such stockholder shall receive one whole share of common
stock in lieu of such fractional share and no fractional shares shall be issued.
Trading of the Company’s common stock on Nasdaq on a split-adjusted
basis commenced at market open on February 27, 2024. The new CUSIP number for the common stock following the reverse stock split is 05072K
206.
As a result of the reverse stock split, the Company’s issued
and outstanding shares of common stock were decreased from approximately 20.47 million pre-split shares to approximately 818,000 post-split
shares. The reverse stock split did not change the number of authorized shares of the Company's common stock, which remains at 100 million
shares.
The reverse stock split will apply to the Company’s outstanding
warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible
or exercisable will be adjusted proportionately as a result of the reverse stock split. The exercise prices of any outstanding warrants
or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company’s equity
incentive plans.
As previously announced, the Company’s board and stockholders
approved a reverse stock split proposal at a ratio in the range of one-for-five to one-for-fifty, with the final ratio to be determined
by the Company’s board in its discretion without further approval from the Company’s stockholders. In February 2024, the Company’s
board subsequently approved the final reverse stock split ratio of one-for-twenty five.
A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto
and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(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.
| |
|
|
| |
AUDDIA INC. |
| |
|
|
February 27, 2024 |
By: |
/s/ John E. Mahoney |
| |
|
Name: John E. Mahoney |
| |
|
Title: Chief Financial Officer |
Exhibit 3.1
Delaware
The
First State
I,
JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE,DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY
OF THE CERTIFICATE OF AMENDMENT OF “AUDDIA INC.”, FILED IN
THIS
OFFICE ON THE TWENTY-THIRD DAY OF FEBRUARY, A.D. 2024, AT
6:24 O`CLOCK P.M.
AND
I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF
THE AFORESAID CERTIFICATE OF AMENDMENT IS THE TWENTY-SIXTH DAY
OF FEBRUARY, A.D.
2024 AT 5 O’CLOCK P.M.
CERTIFICATE
OF AMENDMENT
to the
CERTIFICATE
OF INCORPORATION
of
AUDDIA INC.
AUDDIA
INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:
FIRST:
The name of the Corporation is Auddia Inc. The Certificate of Incorporation was filed with the Secretary of State of the State of Delaware
(the "Secretary of State") on February 16, 2021, as amended (the "Certificate of Incorporation").
SECOND:
ARTICLE IV of the Corporation's Certificate of Incorporation shall be amended by inserting Subsection "D." at the end of such
section which shall read as follows:
D. Reverse
Stock Split. This Certificate of Amendment shall become
effective as of 5:00 p.m. (Eastern Time) on February 26, 2024 (the "Effective Time"). As of the Effective Time of this
Certificate of Amendment, pursuant to the Section 242 of the
General Corporation Law of the State of Delaware, each twenty five (25) shares of the Corporation's Common Stock, issued
and outstanding immediately prior to the Effective Time (the "Prior Common Stock'') shall automatically without further action
on the part of the Corporation or any holder of
Prior Common Stock, be reclassified, combined, converted
and changed into one (I) fully paid and nonassessable share
of common stock, par value of $0.001 per share (the "New Common Stock"), subject
to the treatment of fractional share interests as described below (the "Reverse Stock Split"). The conversion of the Prior
Common Stock into New Common Stock will be deemed to occur
at the Effective Time. From and after the Effective
Time, certificates representing
the Prior Common Stock shall represent
the number of shares of New Common Stock into which
such Prior Common
Stock shall have been converted pursuant to this Certificate of Amendment. Holders who otherwise would be entitled to receive
fractional share interests of New Common Stock upon the effectiveness of the Reverse
Stock Split shall be entitled to receive a whole share of New Common Stock in lieu of any fractional share created as a result of
such Reverse Stock Split.
THIRD:
The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on
its behalf by its duly authorized officer as of the 23rd day of
February, 2024.
AUDDIA INC.
By:
Isl
John Mahoney
Name: John Mahoney
Title: Vice President and Chief Financial
Officer
State
of Delaware
Secretary
of State
Division
of Corporations
Delivered
06:24 PM 02/23/2024
FILED
06:24PM 02/23/2024
SR
20240664961 -
File Number 5096256
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