UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): January 26, 2024 (
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code:
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 |
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 1.01 | Entry into a Material Definitive Agreement. |
Asset Purchase Agreement with AppSmartz and RadioFM
On January 26, 2024, Auddia Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with (i) M/s APPSMARTZ, a Partnership Firm constituted under Indian Partnership Act of 1912 and organized under the laws of India (“AppSmartz”) and (ii) M/s RADIOFM, a Partnership Firm constituted under Indian Partnership Act of 1912 and organized under the laws of India (“RadioFM”, together with AppSmartz, each a “Seller” and collectively the “Sellers”), pursuant to which the Company has agreed to acquire certain assets, and assume certain liabilities, comprising Sellers’ mobile application, internet radio and streaming business (the “Business”) for a purchase price of $13,000,000 in cash plus an earnout payment of $2,000,000 if certain milestones are reached (the “Asset Purchase”). The obligations of the Sellers under the Purchase Agreement are guaranteed by the two individuals who own the Seller entities.
The Purchase Agreement includes customary representations and warranties, as well as certain covenants, including, among other things, that: (i) Seller will operate the Business in the ordinary course of business consistent with past practice, (ii) each party will use reasonable best efforts to obtain required regulatory approvals, and (iii) Seller is bound by non-competition and non-solicitation covenants. The Asset Purchase is anticipated to close by May 1, 2024. The Company’s board of directors has approved the Asset Purchase.
The consummation of the transactions contemplated by the Purchase Agreement (the “Closing”) is subject to customary conditions, including, among other things, the Company obtaining the requisite financing to fund the Asset Purchase, and other closing conditions, such as the accuracy of representations and warranties, material performance of covenants, and no occurrence of a material adverse effect. The Purchase Agreement contains indemnification rights for each of the Company and the Sellers for breaches of representations, warranties, and covenants, as well as certain other matters, subject to customary deductibles, caps, and other limitations.
The Purchase Agreement contemplates the execution of certain ancillary agreements between the Company and Sellers, including an Intellectual Property Assignment, a Trademark Assignment, and a Transition Services Agreement, pursuant to which Sellers (or their affiliates) will provide services after the Closing to enable the Company to manage the orderly transition of the operation of the Business.
The above description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreemen
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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. | ||
January 26, 2024 |
By: | /s/ John E. Mahoney |
| Name: John E. Mahoney | ||
| Title: Chief Financial Officer | ||
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Cover |
Jan. 26, 2024 |
|---|---|
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 26, 2024 |
| Entity File Number | 001-40071 |
| Entity Registrant Name | AUDDIA INC. |
| Entity Central Index Key | 0001554818 |
| Entity Tax Identification Number | 45-4257218 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 2100 Central Avenue |
| Entity Address, Address Line Two | Suite 200 |
| Entity Address, City or Town | Boulder |
| Entity Address, State or Province | CO |
| Entity Address, Postal Zip Code | 80301 |
| City Area Code | (303) |
| Local Phone Number | 219-9771 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |
| Common Stock [Member] | |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | AUUD |
| Security Exchange Name | NASDAQ |
| Common Stock Warrants | |
| Title of 12(b) Security | Common Stock Warrants |
| Trading Symbol | AUUDW |
| Security Exchange Name | NASDAQ |