Item 1.01 |
Entry into a Material Definitive Agreement. |
$2.0 Million Secured
Bridge Note Financing
On
November 14, 2022, Auddia Inc. (the “Company”, “we” and “us”) entered into a Secured Bridge Note (“Note”)
financing with one accredited investor who is a significant existing stockholder of the Company. The Company will receive $2,000,000 of
gross proceeds in connection with this Note financing.
The
principal amount of the Note is $2,200,000. The Note has a 10% interest rate and matures on May 31, 2023. The Note is secured by a lien
on substantially all of the Company’s assets.
At
maturity, the investor has the option to convert any original issue discount and accrued but unpaid interest into shares of the Company’s
common stock. The fixed conversion price is $1.23 per share.
In
connection with the Note financing, the Company will issue to the investor 300,000 common stock warrants with a five year term and a fixed
$2.10 per share exercise price.
The
Company has the option to extend the maturity date by six months to November 30, 2023. In the event of an extension, the interest rate
on the Note will increase to 20% and the Company will issue to the investor an additional 300,000 warrants.
The investor will not be able to receive shares upon conversion or
exercise, unless prior stockholder approval is obtained, if the number of shares to be issued to the investor, when aggregated with all
other shares of common stock then owned by the investor beneficially or deemed beneficially owned by the investor, would (i) result in
the investor owning more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 13 of the
Securities Exchange Act of 1934 or (ii) otherwise constitute a Change of Control within the meaning of Nasdaq Rule 5635(b). The “Beneficial
Ownership Limitation” shall be 19.99% of the number of shares of the common stock outstanding immediately prior to the proposed
issuance of shares of common stock.
The
foregoing description of the Note and related security agreement and warrants is qualified in its entirety by reference to the full text
of those agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein
by reference.
Equity Line Common
Stock Purchase Agreement
On
November 14, 2022, the Company entered into a Common Stock Purchase Agreement (the “White Lion Purchase Agreement”) with White
Lion Capital, LLC, a Nevada limited liability company (“White Lion”).
Pursuant
to the White Lion Purchase Agreement, the Company has the right, but not the obligation to require White Lion to purchase, from time to
time, the lesser of (a) $10,000,000 and (b) the amount eligible under Form S-3 (the “Commitment Amount”) in aggregate gross
purchase price of newly issued shares of the Company’s common stock.
Subject
to the satisfaction of certain customary conditions, the Company’s right to sell shares to White Lion will commence on the date
the Prospectus Supplement (discussed below) is filed, and extend until the earlier of (a) December 31, 2023; and (b) the date that all
shares are sold under the White Lion Purchase Agreement (the “Commitment Period”). During such term, subject to the terms
and conditions of the White Lion Purchase Agreement, the Company may notify White Lion when the Company exercises its right to sell shares
(the effective date of such notice, a “Notice Date”), and shall delivery the applicable shares of common stock to White Lion
along with the purchase notice. The number of shares sold pursuant to any such notice may not exceed the lesser of: (i) 30% of the average
of the daily trading volume of the Company’s common stock over the five business days immediately preceding the date of delivery
of a purchase notice; or (ii) $500,000, divided by the highest closing price of the Common Stock over the most recent five business days
immediately preceding receipt of a purchase notice; and the maximum dollar amount of any purchase notice cannot exceed $500,000, subject
to White Lion’s wavier of such limitations. The closing date of each sale of shares of common stock under the White Lion Purchase
Agreement occurs one business day after the end of the Valuation Period (defined below).
The
purchase price to be paid by White Lion for any such shares will equal 97% of the lowest daily volume-weighted average price of common
stock during a period of three consecutive trading days commencing on, and following, the applicable Notice Date (the “Valuation
Period”).
No
purchase notice shall result in White Lion beneficially owning (as calculated pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended, and Rule 13d-3 thereunder) more than 4.9% of the number of shares of the common stock outstanding immediately prior
to the issuance of shares of common stock issuable pursuant to a purchase notice.
The
Company may terminate the White Lion Purchase Agreement at any time in the event of a material breach of the Agreement by White Lion.
In addition, the White Lion Purchase Agreement automatically terminates on the earlier of (i) the end of the Commitment Period or (ii)
the date that, pursuant to or within the meaning of any bankruptcy law, the Company commences a voluntary case or any person commences
a proceeding against the Company.
In
consideration for the commitments of White Lion, as described above, the Company has agreed that it will issue to White Lion, 140,186
shares of common stock (the “Commitment Shares”). The Commitment Shares will be included in the Prospectus Supplement, to
the extent allowed by applicable law.
The
White Lion Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification provisions.
Sales under the White Lion Purchase Agreement may commence only after certain conditions have been satisfied (the date on which all requisite
conditions have been satisfied, the “Commencement Date”), which conditions include the filing of the Prospectus Supplement
(defined below), and the filing with The Nasdaq Stock Market of a Listing of Additional Shares notification with respect to the Shares.
White Lion also agreed that neither it, nor any of its affiliates, would execute any short sales during the period from November 14, 2022
to the end of the Commitment Period.
There
are no limitations on the use of proceeds, financial or business covenants, restrictions on future financings, rights of first refusal,
participation rights, penalties or liquidated damages in the White Lion Purchase Agreement. The Company may deliver purchase notices under
the White Lion Purchase Agreement, subject to market conditions, and in light of its capital needs, from time to time and under the limitations
contained in the White Lion Purchase Agreement. Any proceeds that the Company receives under the White Lion Purchase Agreement are expected
to be used for working capital and general corporate purposes.
The
aggregate number of shares of common stock that the Company can sell to White Lion under the White Lion Purchase Agreement (including
the Commitment Shares) may in no case exceed 2,501,700 shares of the common stock (which is equal to approximately 19.99% of the shares
of the common stock outstanding immediately prior to the execution of the White Lion Purchase Agreement) (the “Exchange Cap”),
unless stockholder approval is obtained to issue purchase shares above the Exchange Cap, in which case the Exchange Cap will no longer
apply.
The
issuance of the purchase shares and Commitment Shares are required to be registered pursuant to the Company’s effective shelf registration
statement on Form S-3 (File No. 333-264227) (the “Registration Statement”), and the related base prospectus included in the
Registration Statement, as supplemented by a prospectus supplement to be filed on or before any sales of common stock begin under the
White Lion Purchase Agreement (the “Prospectus Supplement”).
The foregoing description of the White Lion Purchase Agreement (as
amended) is qualified in its entirety by reference to the full text of the White Lion Purchase Agreement, a copy of which is filed as
Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference. The foregoing descriptions of the White Lion Purchase
Agreement are qualified in their entirety by reference to such exhibits. The White Lion Purchase Agreement contains customary representations
and warranties, covenants and indemnification provisions that the parties made to, and solely for the benefit of, each other in the context
of all of the terms and conditions of such agreements and in the context of the specific relationship between the parties thereto. The
provisions of the White Lion Purchase Agreement, including any representations and warranties contained therein, are not for the benefit
of any party other than the parties thereto and are not intended as documents for investors and the public to obtain factual information
about the current state of affairs of the parties thereto. Rather, investors and the public should look to other disclosures contained
in the Company’s annual, quarterly and current reports it may file with the Securities and Exchange Commission (the “SEC”).
The
information contained in this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy
the shares of the Company’s common stock discussed herein, nor shall there be any offer, solicitation or sale of the shares in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such jurisdiction.