AUDDIA INC.

false 0001554818 0001554818 2026-08-19 2026-08-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): August 19, 2026 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.) 1680 38th Street , Suite 130 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 The Nasdaq Stock Market LLC 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 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. Unaudited financial statements of Thramann Holdings, LLC and its combined and consolidated subsidiaries as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026 and 2025, and the notes related thereto, which are included in Exhibit 99.1 hereto and are incorporated herein by reference. (b) Pro forma financial information. Unaudited pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of June 30, 2026, and for the six months ended June 30, 2026 and 2025, and the notes related thereto, which are included in Exhibit 99.2 hereto and are incorporated herein by reference. Exhibit Number Description 99.1 Unaudited combined financial statements of Thramann Holdings, LLC as of June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026 and 2025. 99.2 Unaudited pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of June 30, 2026, and for the six months ended June 30, 2026 and 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 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. August 19, 2026 By: /s/ John E. Mahoney John E. Mahoney Chief Financial Officer 3