Auddia Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 11, 2025, the Company entered into an employment agreement (the “Employment Agreement”), with Jeffrey Thramann. The Employment Agreement is effective as of July 1, 2025. The terms of the Employment Agreement are summarized below.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
| Item 5.02 (e) | Compensatory Arrangements of Certain Officers. |
Equity Plan Amendment
As described below, the Company held its 2025 Annual Meeting of Stockholders on September 8, 2025. At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance under the 2020 Equity Incentive Plan by 50,000 shares, thereby increasing the total number of shares issuable under the 2020 Plan from 87,786 to 137,786.
A summary of the material terms of the amended 2020 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the U.S. Securities and Exchange Commission on August 5, 2025 (the “Proxy Statement”). The summaries of the amended 2020 Plan set forth in the Proxy Statement are qualified in their entirety by reference to the full text of the amended 2020 Plan, which is filed as an exhibit to the Company’s SEC reports. A copy of the recently approved amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Thramann Employment Agreement
As previously disclosed, in July 2025 the Company’s previous Chief Executive Officer (“CEO”) retired. The annual salary of the previous CEO was $304,500. In July 2025, Jeffrey Thramann was appointed to an additional role as the Company’s CEO.
Mr. Thramann continues to serve in his role as Executive Chairman of the Company’s Board. Mr. Thramann’s current annual salary as Executive Chairman is $351,300.
On September 11, 2025, the Company entered into the Employment Agreement with Mr. Thramann. The Employment Agreement is effective as of July 1, 2025.
Under the terms of the Employment Agreement, for serving as the Company’s CEO and also Executive Chairman, Mr. Thramann will receive an annual base salary, subject to annual adjustments as determined by the board or compensation committee, equal to $655,000. He 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 Agreement provides that the executive will be eligible to participate in the Company’s standard incentive and welfare benefit plans and programs.
Under the Employment Agreement, if the Company terminates the executive without cause or the executive terminates for good reason, the executive is entitled to receive (i) nine months of base salary, (ii) nine months of paid health insurance under COBRA, and (iii) any earned but unpaid bonus for a prior completed fiscal year.
The Employment Agreement 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 Agreement and is qualified in its entirety by reference to the full text of the Employment agreement, a copy of which is filed herewith as an exhibit and is incorporated by reference.
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 8, 2025, Auddia Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders.
The matters voted upon at the Annual Meeting and the results of such voting are set forth below.
Proposal 1 - Election of five directors to serve a term ending at the 2025 annual meeting, in each case until their respective successors are duly elected and qualified.
| Nominee | Votes For | Withheld | Broker Non-Votes | ||||||
| Jeffrey Thramann | 21,788 | 11,116 | 288,372 | ||||||
| Nick Balletta | 21,593 | 11,311 | 288,372 | ||||||
| Emmanuel L. de Boucaud | 21,617 | 11,287 | 288,372 | ||||||
| Joshua Sroge | 21,599 | 11,306 | 288,372 |
All four director nominees were duly elected.
Proposal 2 - Ratification of appointment of independent registered accounting firm – Haynie & Company
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 285,159 | 34,769 | 1,348 | 0 | |||
Proposal 2 was approved.
Proposal 3 – Approval of the issuance of shares pursuant to the Company’s equity line
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 22,464 | 10,314 | 125 | 288,373 | |||
Proposal 3 was approved.
Proposal 4 – Approval of the issuance of shares pursuant to the Company’s Series C convertible preferred stock and related common stock warrants
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 22,824 | 9,953 | 126 | 288,373 | |||
Proposal 4 was approved.
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Proposal 5 – Approval of an amendment to our 2020 equity incentive plan
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||
| 18,865 | 13,980 | 59 | 288,372 | |||
Proposal 5 was approved.
| Item 8.01 | Other Events. |
As previously disclosed, on August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). The LOI contemplates a business combination between Auddia and Holdings with Auddia becoming a public holding company trading under a new name and ticker symbol. The transaction would result in the portfolio companies of Holdings and Auddia becoming subsidiaries of the public holding company.
The parties initially agreed to a 30-day exclusivity period (expiring September 3, 2025) to negotiate a definitive business combination agreement, which will include customary closing conditions such as board and stockholder approvals, regulatory approvals, effectiveness of a registration statement relating to the issuance of Auddia common stock in the business combination and continued listing of the combined company’s common stock on Nasdaq.
On September 3, 2025, the parties agreed to a 45-day extension of the exclusivity period (which will now expire on October 18, 2025) under the LOI.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Amendment No. 3 to Auddia Inc. 2020 Equity Incentive Plan | |
| 10.2 | Employment Agreement, effective as of July 1, 2025, between Auddia Inc. and Jeffrey Thramann | |
| 104 | Cover Page Interactive Data File |
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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. | ||
| September 12, 2025 | By: | /s/ John Mahoney |
| Name: John Mahoney | ||
| Title: Chief Financial Officer | ||
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