As filed with the Securities and Exchange Commission
on April 11, 2022
Registration No. 333-__________
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Auddia Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
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7371 |
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45-4257218 |
| (State or other jurisdiction of incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
2100 Central Ave.,
Suite 200
Boulder, Colorado 80301
(303) 219-9771
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Michael Lawless
Chief Executive Officer
Auddia Inc.
2100 Central Ave.,
Suite 200
Boulder, Colorado 80301
(303) 219-9771
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Please send a copy of all communications to:
James H. Carroll, Esq.
Carroll Legal LLC
1449 Wynkoop Street, Suite 507
Denver, CO 80202
(303) 888-4859
Approximate date of commencement proposed sale
to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ |
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Accelerated filer ☐ |
| Non-accelerated filer ☒ |
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Smaller reporting company ☒ |
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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 7(a)(2)(B) of Securities Act. ☐
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
The information in this prospectus
is not complete and may be changed. We may not sell the securities until the Registration Statement filed with the Securities and Exchange
Commission, of which this prospectus is a part, is effective. This prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any state where the offer or sale is not permitted.
| Preliminary Prospectus |
Subject to Completion, Dated April 11, 2022 |
AUDDIA INC.
$50,000,000
COMMON STOCK
PREFERRED STOCK
WARRANTS
SUBSCRIPTION RIGHTS
DEBT SECURITIES
UNITS
We may offer and sell from
time to time, in one or more series, any one of the following securities of our company, for total gross proceeds of up to $50,000,000:
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common stock; |
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preferred stock; |
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warrants to purchase common stock, preferred stock, debt securities, other securities or any combination of those securities; |
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subscription rights to purchase common stock, preferred stock, debt securities, other securities or any combination of those securities; |
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secured or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities, senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities; or |
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units comprised of, or other combinations of, the foregoing securities. |
We may offer and sell these
securities separately or together, in one or more series or classes and in amounts, at prices and on terms described in one or more offerings.
We may offer securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or
directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for
that offering. For general information about the distribution of securities offered, please see “Plan of Distribution” in
this prospectus.
Each time our securities are
offered, we will provide a prospectus supplement containing more specific information about the particular offering and attach it to this
prospectus. The prospectus supplements may also add, update or change information contained in this prospectus.
This prospectus may not
be used to offer or sell securities without a prospectus supplement which includes a description of the method and terms of this offering.
Our common stock is
quoted on the Nasdaq Capital Market under the symbol “AUUD.” The last reported sale price of our common stock on the
Nasdaq Capital Market on April 8, 2022 was $2.05 per share. The aggregate market value of our outstanding common stock held by
non-affiliates is $18,380,130 based on 12,514,763 shares of outstanding common stock, of which 8,965,917 shares are held by
non-affiliates, and a per share price of $2.05, which was the closing sale price of our common stock as quoted on the Nasdaq Capital
Market on April 8, 2022.
Our Series A Warrants are
quoted on the Nasdaq Capital Market under the symbol “AUUDW.” The last reported sale price of our Series A warrants on the
Nasdaq Capital Market on April 8, 2022 was $0.60 per warrant.
Pursuant to General Instruction I.B.6 of Form S-3, in no event will
we sell securities pursuant to this prospectus with a value of more than one-third of the aggregate market value of our common stock held
by non-affiliates in any twelve-month period, so long as the aggregate market value of our common stock held by non-affiliates is less
than $75,000,000. In the event that subsequent to the date of this prospectus, the aggregate market value of our outstanding common stock
held by non-affiliates equals or exceeds $75,000,000, then the one-third limitation on sales shall not apply to additional sales made
pursuant to this prospectus. We have not offered any securities pursuant to General Instruction I.B.6 of Form S-3 during the twelve calendar
months prior to and including the date of this prospectus.
If we decide to seek a listing
of any preferred stock, purchase contracts, warrants, subscriptions rights, depositary shares, debt securities or units offered by this
prospectus, the related prospectus supplement will disclose the exchange or market on which the securities will be listed, if any, or
where we have made an application for listing, if any.
Investing in our securities
is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page 5 and the risk
factors in our most recent Annual Report on Form 10-K, which is incorporated by reference herein, as well as in any other recently filed
quarterly or current reports and, if any, in the relevant prospectus supplement. We urge you to carefully read this prospectus and the
accompanying prospectus supplement, together with the documents we incorporate by reference, describing the terms of these securities
before investing.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is __, 2022.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a “shelf”
registration process. Under this shelf registration process, we may offer and sell, either individually or in combination, in one or more
offerings, any of the securities described in this prospectus, for total gross proceeds of up to $50,000,000. This prospectus provides
you with a general description of the securities we may offer. Each time we offer securities under this prospectus, we will provide a
prospectus supplement to this prospectus that will contain more specific information about the terms of that offering. We may also authorize
one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus
supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the
information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus.
We urge you to read carefully
this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized for use in connection with
a specific offering, together with the information incorporated herein by reference as described under the heading “Incorporation
of Documents by Reference,” before investing in any of the securities being offered. You should rely only on the information contained
in, or incorporated by reference into, this prospectus and any applicable prospectus supplement, along with the information contained
in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide
you with different or additional information. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only
as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of the
document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any
related free writing prospectus, or any sale of a security.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled
“Where You Can Find Additional Information.”
This prospectus contains,
or incorporates by reference, trademarks, tradenames, service marks and service names of Auddia Inc.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This prospectus and any accompanying
prospectus or prospectus supplement and the documents incorporated by reference herein and therein may contain forward looking statements
that involve significant risks and uncertainties. All statements other than statements of historical fact contained in this prospectus
and any accompanying prospectus supplement and the documents incorporated by reference herein, including statements regarding future events,
our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking
statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,”
“can,” “continue,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” “should,” or “will” or
the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have
a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this prospectus
and the documents incorporated by reference herein, which may cause our or our industry’s actual results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a highly regulated, very competitive,
and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can
we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual
results to differ materially from those contained in any forward-looking statements.
We have based these forward-looking
statements largely on our current expectations and assumptions about future events and financial trends that we believe may affect our
financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These
forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from
those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited
to, those discussed in this prospectus, and in particular, the risks discussed below and under the heading “Risk Factors”
and those discussed in other documents we file with the SEC which are incorporated by reference herein. This prospectus, and any accompanying
prospectus or prospectus supplement, should be read in conjunction with the consolidated financial statements for the fiscal years ended
December 31, 2021 and 2020 and related notes, which are incorporated by reference herein.
We undertake no obligation
to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. In light of
the significant risks, uncertainties and assumptions that accompany forward-looking statements, the forward-looking events and circumstances
discussed in this prospectus and any accompanying prospectus or prospectus supplement may not occur and actual results could differ materially
and adversely from those anticipated or implied in the forward-looking statement.
You should not place undue
reliance on any forward-looking statement, each of which applies only as of the date of this prospectus, or any accompanying prospectus
or any prospectus supplement. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking
statements after the date of this prospectus to conform our statements to actual results or changed expectations.
Any forward-looking statement
you read in this prospectus, any accompanying prospectus, or any prospectus supplement or any document incorporated by reference reflects
our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our
operations, operating results, growth strategy and liquidity. You should not place undue reliance on these forward-looking statements
because such statements speak only as to the date when made. We assume no obligation to publicly update or revise these forward-looking
statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking
statements, even if new information becomes available in the future, except as otherwise required by applicable law. You are advised,
however, to consult any further disclosures we make on related subjects in our reports on Forms 10-Q, 8-K and 10-K filed with the SEC.
You should understand that it is not possible to predict or identify all risk factors. Consequently, you should not consider any such
list to be a complete set of all potential risks or uncertainties.
PROSPECTUS SUMMARY
This summary highlights
selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider
before investing in our Company. You should carefully read the entire prospectus, including all documents incorporated by reference herein.
In particular, attention should be directed to our “Risk Factors,” “Information With Respect to the Company,”
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements
and related notes thereto contained herein or otherwise incorporated by reference hereto, before making an investment decision.
As used herein, and any
amendment or supplement hereto, unless otherwise indicated, “we,” “us,” “our,” the “Company,”
or “Auddia” means Auddia Inc.
Overview
We
are a technology company headquartered in Boulder, CO that is reinventing how consumers engage with audio through the development of a
proprietary Artificial Intelligence (“AI”) platform for audio and innovative technologies for podcasts. We are leveraging
these technologies to bring to market two industry first apps, Faidr (previously known as the Auddia App) and Vodacast.
Faidr
gives consumers the opportunity to listen to any AM/FM radio station with no commercials while personalizing the listening experience
through skips, the insertion of on-demand content and programming of audio routines to customize listening sessions such as a daily commute.
The Faidr App represents the first time consumers can access the local content uniquely provided by radio in the commercial free and personalized
manner many consumers have come to demand for media consumption.
The
Company launched all major U.S. radio stations on its Faidr App on February 15, 2022.
Vodacast
is a podcasting platform that provides a unique suite of tools that helps Podcasters create additional digital content for their podcast
episodes as well as plan their episodes, build their brand around their Podcast and monetize their content with new monetization channels.
Vodcast also gives users the ability to go deeper into the stories through supplemental, digital content,, comment, and contribute their
own content to episode feeds.
Both
of our offerings address large and rapidly growing audiences. Faidr and Vodacast mobile apps are available today through the iOS and
Android app stores.
Emerging Growth Company under the JOBS Act
As a company with less than
$1.07 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart Our Business
Startups Act of 2012, or the JOBS Act. As an emerging growth company, we have elected to take advantage of reduced reporting requirements
and are relieved of certain other significant requirements that are otherwise generally applicable to public companies. As an emerging
growth company:
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We may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations; |
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We are exempt from the requirement to obtain an attestation and report from our auditors on whether we maintained effective internal control over financial reporting under the Sarbanes-Oxley Act; |
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We are permitted to provide less extensive disclosure about our executive compensation arrangements; and |
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We are not required to give our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements. |
We may take advantage of these
provisions until December 31, 2026 (the last day of the fiscal year following the fifth anniversary of our initial public offering) if
we continue to be an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual
revenue, have more than $700 million in market value of our shares held by non-affiliates or issue more than $1.0 billion of non-convertible
debt over a three-year period. We may choose to take advantage of some but not all of these reduced burdens. We have elected to provide
two years of audited financial statements. Additionally, we have elected to take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards
that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth
company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act.
Corporate Information
Our principal executive offices
are located at 2100 Central Avenue, Suite 200, Boulder, Colorado 80301, and our telephone number is (303) 219-9771, and our Internet website
address is https://www.auddiainc.com. The information on our website is not a part of, or incorporated in, this prospectus.
RISK FACTORS
Investing in our securities
is highly speculative and involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully
consider the risk factors we describe in any accompanying prospectus or any future prospectus supplement, as well as in any related free
writing prospectus for a specific offering of securities, and the risk factors incorporated by reference into this prospectus, any accompanying
prospectus or such prospectus supplement. You should also carefully consider other information contained and incorporated by reference
in this prospectus and any applicable prospectus supplement, including our financial statements and the related notes thereto incorporated
by reference in this prospectus. The risks and uncertainties described in the applicable prospectus supplement and our other filings with
the SEC incorporated by reference herein are not the only ones we face. Additional risks and uncertainties not presently known to us or
that we currently consider immaterial may also adversely affect us. If any of the described risks occur, our business, financial condition
or results of operations could be materially harmed. In such case, the value of our securities could decline and you may lose all or part
of your investment.
USE OF PROCEEDS
Unless otherwise indicated
in a prospectus supplement, we intend to use the net proceeds from these sales for general corporate purposes, which includes, without
limitation, continuing to build out the Faidr and Vodacast platforms, expanding our sales and marketing efforts, research and development
expenses, sales and support staff, and software development. The amounts and timing of these expenditures will depend on numerous factors,
including the development of our current business initiatives.
DIVIDEND POLICY
We have never paid or declared
any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
We intend to retain all available funds and any future earnings to fund the development and expansion of our business. Any future determination
to pay dividends will be at the discretion of our board of directors and will depend upon a number of factors, including our results of
operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors
our board of directors deems relevant. Our future ability to pay cash dividends on our stock may also be limited by the terms of any future
debt or preferred securities or future credit facility.
PLAN OF DISTRIBUTION
We may sell the securities
from time to time to or through underwriters or dealers, through agents, or directly to one or more purchasers. A distribution of the
securities offered by this prospectus may also be effected through the issuance of derivative securities, including without limitation,
warrants, rights to purchase and subscriptions. In addition, the manner in which we may sell some or all of the securities covered by
this prospectus includes, without limitation, through:
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a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as principal, in order to facilitate the transaction; |
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purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or |
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ordinary brokerage transactions and transactions in which a broker solicits purchasers. |
A prospectus supplement or
supplements with respect to each series of securities will describe the terms of the offering, including, to the extent applicable:
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the terms of the offering; |
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the name or names of the underwriters or agents and the amounts of securities underwritten or purchased by each of them, if any; |
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the public offering price or purchase price of the securities or other consideration therefor, and the proceeds to be received by us from the sale; |
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any delayed delivery requirements; |
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any over-allotment options under which underwriters may purchase additional securities from us; |
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any underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation; |
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any discounts or concessions allowed or re-allowed or paid to dealers; and |
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any securities exchange or market on which the securities may be listed. |
The offer and sale of the
securities described in this prospectus by us, the underwriters or the third parties described above may be effected from time to time
in one or more transactions, including privately negotiated transactions, either:
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at a fixed price or prices, which may be changed; |
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in an “at the market” offering within the meaning of Rule 415(a)(4) of the Securities Act of 1933, as amended, or the Securities Act; |
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at prices related to such prevailing market prices; or |
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at negotiated prices. |
Only underwriters named in
the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.
Underwriters and Agents; Direct Sales
If underwriters are used in
a sale, they will acquire the offered securities for their own account and may resell the offered securities from time to time in one
or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time
of sale. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters
without a syndicate.
Unless the prospectus supplement
states otherwise, the obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable
underwriting agreement. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by
the prospectus supplement, other than securities covered by any over-allotment option. Any public offering price and any discounts or
concessions allowed or re-allowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material
relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
We may sell securities directly
or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities, and we will
describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent
will act on a best-efforts basis for the period of its appointment.
We may authorize agents or
underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price
set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in
the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in
the prospectus supplement.
Dealers
We may sell the offered securities
to dealers as principals. The dealer may then resell such securities to the public either at varying prices to be determined by the dealer
or at a fixed offering price agreed to with us at the time of resale.
Institutional Purchasers
We may authorize agents, dealers
or underwriters to solicit certain institutional investors to purchase offered securities on a delayed delivery basis pursuant to delayed
delivery contracts providing for payment and delivery on a specified future date. The applicable prospectus supplement or other offering
materials, as the case may be, will provide the details of any such arrangement, including the offering price and commissions payable
on the solicitations.
We will enter into such delayed
contracts only with institutional purchasers that we approve. These institutions may include commercial and savings banks, insurance companies,
pension funds, investment companies and educational and charitable institutions.
Indemnification; Other Relationships
We may provide agents, underwriters,
dealers and remarketing firms with indemnification against certain civil liabilities, including liabilities under the Securities Act,
or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents, underwriters,
dealers and remarketing firms, and their affiliates, may engage in transactions with, or perform services for, us in the ordinary course
of business. This includes commercial banking and investment banking transactions.
Market-Making; Stabilization and Other Transactions
There is currently no market
for any of the offered securities, other than our common stock, which is quoted on the Nasdaq Capital Market. If the offered securities
are traded after their initial issuance, they may trade at a discount from their initial offering price, depending upon prevailing interest
rates, the market for similar securities and other factors. While it is possible that an underwriter could inform us that it intends to
make a market in the offered securities, such underwriter would not be obligated to do so, and any such market-making could be discontinued
at any time without notice. Therefore, no assurance can be given as to whether an active trading market will develop for the offered securities.
We have no current plans for listing of the debt securities, preferred stock, warrants or subscription rights on any securities exchange
or quotation system; any such listing with respect to any particular debt securities, preferred stock, warrants or subscription rights
will be described in the applicable prospectus supplement or other offering materials, as the case may be.
Any underwriter may engage
in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Securities
Exchange Act of 1934, as amended, or the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short
position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified
maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of
the over-allotment option or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the
underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing
or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise
be. If commenced, the underwriters may discontinue any of the activities at any time.
Any underwriters or agents
that are qualified market makers on the Nasdaq Capital Market may engage in passive market making transactions in our common stock on
the Nasdaq Capital Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing of the
offering, before the commencement of offers or sales of our common stock. Passive market makers must comply with applicable volume and
price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price
not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s
bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making
may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced,
may be discontinued at any time.
Fees and Commissions
If 5% or more of the net proceeds
of any offering of securities made under this prospectus will be received by a FINRA member participating in the offering or affiliates
or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule 5121.
DESCRIPTION OF SECURITIES WE MAY OFFER
General
This prospectus describes
the general terms of our capital stock. The following description is not complete and may not contain all the information you should consider
before investing in our capital stock. For a more detailed description of these securities, you should read the applicable provisions
of Delaware law and our certificate of incorporation, as amended, referred to herein as our certificate of incorporation, and our amended
and restated bylaws, referred to herein as our bylaws. When we offer to sell a particular series of these securities, we will describe
the specific terms of the series in a supplement to this prospectus. Accordingly, for a description of the terms of any series of securities,
you must refer to both the prospectus supplement relating to that series and the description of the securities described in this prospectus.
To the extent the information contained in the prospectus supplement differs from this summary description, you should rely on the information
in the prospectus supplement.
The total number of shares
of capital stock we are authorized to issue is 110,000,000 shares, of which (1) 100,000,000 shares are common stock, par value $0.001
per share (or common stock) and (2) 10,000,000 shares are preferred stock, par value $0.001 per share (or preferred stock), which may,
at the sole discretion of our board of directors be issued in one or more series.
We, directly or through agents,
dealers or underwriters designated from time to time, may offer, issue and sell, together or separately, up to $50,000,000 in the aggregate
of:
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common stock; |
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preferred stock; |
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warrants to purchase common stock, preferred stock, debt securities, other securities or any combination of those securities; |
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subscription rights to purchase common stock, preferred stock, debt securities, other securities or any combination of those securities; |
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secured or unsecured debt securities consisting of notes, debentures or other evidences of indebtedness which may be senior debt securities, senior subordinated debt securities or subordinated debt securities, each of which may be convertible into equity securities; or |
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units comprised of, or other combinations of, the foregoing securities. |
We may issue the debt securities
as exchangeable for or convertible into shares of common stock, preferred stock or other securities that may be sold by us pursuant to
this prospectus or any combination of the foregoing. The preferred stock may also be exchangeable for and/or convertible into shares of
common stock, another series of preferred stock or other securities that may be sold by us pursuant to this prospectus or any combination
of the foregoing. When a particular series of securities is offered, a supplement to this prospectus will be delivered with this prospectus,
which will set forth the terms of the offering and sale of the offered securities.
Common Stock
As of April 8, 2022, there
were 12,514,763 shares of common stock issued and outstanding, held of record by approximately 134 stockholders. Subject to preferential
rights with respect to any outstanding preferred stock, all outstanding shares of common stock are of the same class and have equal rights
and attributes.
Dividend Rights
Holders of the common stock
may receive dividends when, as and if declared by our board of directors out of the assets legally available for that purpose and subject
to the preferential dividend rights of any other classes or series of stock of our Company. We have never paid, and have no plans to
pay, any dividends on our shares of common stock.
Voting Rights
Holders of the common stock
are entitled to one vote per share in all matters as to which holders of common stock are entitled to vote. Holders of not less than a
majority of the outstanding shares of common stock entitled to vote at any meeting of stockholders constitute a quorum unless otherwise
required by law.
Election of Directors
Directors hold office until
the next annual meeting of stockholders and are eligible for re-election at such meeting. Directors are elected by a plurality of the
shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. There is no cumulative
voting for directors.
Liquidation
In the event of any liquidation,
dissolution or winding up of the Company, holders of the common stock have the right to receive ratably and equally all of the assets
remaining after payment of liabilities and liquidation preferences of any preferred stock then outstanding.
Redemption
The common stock is not redeemable
or convertible and does not have any sinking fund provisions.
Preemptive Rights
Holders of the common stock
do not have preemptive rights.
Other Rights
Our common stock is not liable
to further calls or to assessment by the registrant and for liabilities of the registrant imposed on its stockholders under state statutes.
Right to Amend Bylaws
The board of directors has
the power to adopt, amend or repeal the bylaws. Bylaws adopted by the board of directors may be repealed or changed, and new bylaws made,
with the requisite vote of our stockholders, and our stockholders may prescribe that any bylaw made by them shall not be altered, amended
or repealed by the board of directors.
Change in Control
Provisions of Delaware law
and our certificate of incorporation and bylaws could make the acquisition of our company by means of a tender offer, proxy contest or
otherwise, and the removal of incumbent officers and directors, more difficult. These provisions include:
Section 203 of the DGCL, which
prohibits a merger with a 15%-or-greater stockholder, such as a party that has completed a successful tender offer, until three years
after that party became a 15%-or-greater stockholder;
The authorization in our certificate
of incorporation of undesignated preferred stock, which could be issued without stockholder approval in a manner designed to prevent or
discourage a takeover; and
Our certificate of incorporation
and bylaws provide that, except as otherwise required by law, special meetings of the stockholders can only be called by our board of
directors. Stockholders at a special meeting may only consider matters set forth in the notice of the meeting. These provisions could
have the effect of delaying until the next stockholder meeting stockholder actions that may be favored by the holders of a majority of
our outstanding voting securities.
Together, these provisions
may make the removal of management more difficult and may discourage transactions that could otherwise involve payment of a premium over
prevailing market prices for our common stock.
Market, Symbol and Transfer Agent
Our common stock is listed
for trading on the Nasdaq Capital Market under the symbol “AUUD”. The transfer agent and registrar for our common stock is
VStock Transfer, LLC.
Preferred Stock
Our certificate of incorporation
empowers our board of directors, without action by our shareholders, to issue up to 10,000,000 shares of preferred stock from time to
time in one or more series, which preferred stock may be offered by this prospectus and supplements thereto. As of the date of this prospectus,
there were no shares of preferred stock outstanding.
We will fix the rights, preferences,
privileges and restrictions of the preferred stock of each series in the certificate of designation relating to that series. We will file
as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report
on Form 8-K that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred
stock we are offering before the issuance of the related series of preferred stock. This description will include any or all of the following,
as required:
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the title and stated value; |
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the number of shares we are offering; |
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the liquidation preference per share; |
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the purchase price; |
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the dividend rate, period and payment date and method of calculation for dividends; |
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whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends will accumulate; |
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any contractual limitations on our ability to declare, set aside or pay any dividends; |
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the procedures for any auction and remarketing, if any; |
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the provisions for a sinking fund, if any; |
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the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights; |
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any listing of the preferred stock on any securities exchange or market; |
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whether the preferred stock will be convertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period; |
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whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period; |
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voting rights, if any, of the preferred stock; |
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preemptive rights, if any; |
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restrictions on transfer, sale or other assignment, if any; |
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whether interests in the preferred stock will be represented by depositary shares; |
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a discussion of any material or special United States federal income tax considerations applicable to the preferred stock; |
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the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; |
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any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and |
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any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock. |
If
we issue shares of preferred stock under this prospectus, after receipt of payment therefor, the shares will be fully paid and non-assessable.
The
Delaware General Corporation Law provides that the holders of preferred stock will have the right to vote separately as a class on any
proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting rights
provided for in the applicable certificate of designation.
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of our common stock. Preferred stock could be issued quickly with terms designed to delay or prevent
a change in control of our Company or make removal of management more difficult. Additionally, the issuance of preferred stock could have
the effect of decreasing the market price of our common stock.
Warrants
We
may issue warrants to purchase our securities or other rights, including rights to receive payment in cash or securities based on the
value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants
may be issued independently or together with any other securities that may be sold by us pursuant to this prospectus or any combination
of the foregoing and may be attached to, or separate from, such securities. To the extent warrants that we issue are to be publicly-traded,
each series of such warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, forms of the warrant and warrant agreement, if any. The prospectus supplement relating to
any warrants that we may offer will contain the specific terms of the warrants and a description of the material provisions of the applicable
warrant agreement, if any. These terms may include the following:
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the title of the warrants; |
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the price or prices at which the warrants will be issued; |
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the designation, amount and terms of the securities or other rights for which the warrants are exercisable; |
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the designation and terms of the other securities, if any, with which the warrants are to be issued and the number of warrants issued with each other security; |
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the aggregate number of warrants; |
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any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants; |
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the price or prices at which the securities or other rights purchasable upon exercise of the warrants may be purchased; |
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if applicable, the date on and after which the warrants and the securities or other rights purchasable upon exercise of the warrants will be separately transferable; |
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a discussion of any material U.S. federal income tax considerations applicable to the exercise of the warrants; |
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the date on which the right to exercise the warrants will commence, and the date on which the right will expire; |
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the maximum or minimum number of warrants that may be exercised at any time; |
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information with respect to book-entry procedures, if any; and |
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any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |
Exercise
of Warrants. Each warrant will entitle the holder of warrants to purchase the amount of securities or other rights, at the exercise
price stated or determinable in the prospectus supplement for the warrants. Warrants may be exercised at any time up to the close of business
on the expiration date shown in the applicable prospectus supplement, unless otherwise specified in such prospectus supplement. After
the close of business on the expiration date, if applicable, unexercised warrants will become void. Warrants may be exercised in the manner
described in the applicable prospectus supplement. When the warrant holder makes the payment and properly completes and signs the warrant
certificate at the corporate trust office of the warrant agent, if any, or any other office indicated in the prospectus supplement, we
will, as soon as possible, forward the securities or other rights that the warrant holder has purchased. If the warrant holder exercises
less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.
Subscription Rights
We
may issue rights to purchase our securities. The rights may or may not be transferable by the persons purchasing or receiving the rights.
In connection with any rights offering, we may enter into a standby underwriting or other arrangement with one or more underwriters or
other persons pursuant to which such underwriters or other persons would purchase any offered securities remaining unsubscribed for after
such rights offering. In connection with a rights offering to holders of our capital stock a prospectus supplement will be distributed
to such holders on the record date for receiving rights in the rights offering set by us.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, forms of the subscription rights, standby underwriting agreement or other agreements, if
any. The prospectus supplement relating to any rights that we offer will include specific terms relating to the offering, including, among
other matters:
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the date of determining the security holders entitled to the rights distribution; |
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the aggregate number of rights issued and the aggregate amount of securities purchasable upon exercise of the rights; |
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the exercise price; |
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the conditions to completion of the rights offering; |
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the date on which the right to exercise the rights will commence and the date on which the rights will expire; and |
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any applicable federal income tax considerations. |
Each
right would entitle the holder of the rights to purchase the principal amount of securities at the exercise price set forth in the applicable
prospectus supplement. Rights may be exercised at any time up to the close of business on the expiration date for the rights provided
in the applicable prospectus supplement. After the close of business on the expiration date, all unexercised rights will become void.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent, if any, or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights
issued in any rights offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to
or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements,
as described in the applicable prospectus supplement.
Debt Securities
As
used in this prospectus, the term “debt securities” means the debentures, notes, bonds and other evidences of indebtedness
that we may issue from time to time. The debt securities will either be senior debt securities, senior subordinated debt or subordinated
debt securities. We may also issue convertible debt securities. Debt securities may be issued under an indenture (which we refer to herein
as an Indenture), which are contracts entered into between us and a trustee to be named therein. The Indenture has been filed as an exhibit
to the registration statement of which this prospectus forms a part. We may issue debt securities and incur additional indebtedness other
than through the offering of debt securities pursuant to this prospectus. It is likely that convertible debt securities will not be issued
under an Indenture.
The
debt securities may be fully and unconditionally guaranteed on a secured or unsecured senior or subordinated basis by one or more guarantors,
if any. The obligations of any guarantor under its guarantee will be limited as necessary to prevent that guarantee from constituting
a fraudulent conveyance under applicable law. In the event that any series of debt securities will be subordinated to other indebtedness
that we have outstanding or may incur, the terms of the subordination will be set forth in the prospectus supplement relating to the subordinated
debt securities.
We
may issue debt securities from time to time in one or more series, in each case with the same or various maturities, at par or at a discount.
Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the
holders of the debt securities of such series outstanding at the time of the issuance. Any such additional debt securities, together with
all other outstanding debt securities of that series, will constitute a single series of debt securities under the applicable Indenture
and will be equal in ranking.
Should
an Indenture relate to unsecured indebtedness, in the event of a bankruptcy or other liquidation event involving a distribution of assets
to satisfy our outstanding indebtedness or an event of default under a loan agreement relating to secured indebtedness of our company
or its subsidiaries, the holders of such secured indebtedness, if any, would be entitled to receive payment of principal and interest
prior to payments on the unsecured indebtedness issued under an Indenture.
Each
prospectus supplement will describe the terms relating to the specific series of debt securities. These terms will include some or all
of the following:
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the title of debt securities and whether the debt securities are senior or subordinated; |
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any limit on the aggregate principal amount of debt securities of such series; |
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the percentage of the principal amount at which the debt securities of any series will be issued; |
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the ability to issue additional debt securities of the same series; |
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the purchase price for the debt securities and the denominations of the debt securities; |
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the specific designation of the series of debt securities being offered; |
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the maturity date or dates of the debt securities and the date or dates upon which the debt securities are payable and the rate or rates at which the debt securities of the series shall bear interest, if any, which may be fixed or variable, or the method by which such rate shall be determined; |
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the basis for calculating interest; |
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the date or dates from which any interest will accrue or the method by which such date or dates will be determined; |
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the duration of any deferral period, including the period during which interest payment periods may be extended; |
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whether the amount of payments of principal of (and premium, if any) or interest on the debt securities may be determined with reference to any index, formula or other method, such as one or more currencies, commodities, equity indices or other indices, and the manner of determining the amount of such payments; |
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the dates on which we will pay interest on the debt securities and the regular record date for determining who is entitled to the interest payable on any interest payment date; |
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the place or places where the principal of (and premium, if any) and interest on the debt securities will be payable, where any securities may be surrendered for registration of transfer, exchange or conversion, as applicable, and notices and demands may be delivered to or upon us pursuant to the applicable Indenture; |
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the rate or rates of amortization of the debt securities; |
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any terms for the attachment to the debt securities of warrants, options or other rights to purchase or sell our securities; |
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if the debt securities will be secured by any collateral and, if so, a general description of the collateral and the terms and provisions of such collateral security, pledge or other agreements; |
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if we possess the option to do so, the periods within which and the prices at which we may redeem the debt securities, in whole or in part, pursuant to optional redemption provisions, and the other terms and conditions of any such provisions; |
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our obligation or discretion, if any, to redeem, repay or purchase debt securities by making periodic payments to a sinking fund or through an analogous provision or at the option of holders of the debt securities, and the period or periods within which and the price or prices at which we will redeem, repay or purchase the debt securities, in whole or in part, pursuant to such obligation, and the other terms and conditions of such obligation; |
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the terms and conditions, if any, regarding the option or mandatory conversion or exchange of debt securities; |
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the period or periods within which, the price or prices at which and the terms and conditions upon which any debt securities of the series may be redeemed, in whole or in part at our option and, if other than by a board resolution, the manner in which any election by us to redeem the debt securities shall be evidenced; |
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any restriction or condition on the transferability of the debt securities of a particular series; |
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the portion, or methods of determining the portion, of the principal amount of the debt securities which we must pay upon the acceleration of the maturity of the debt securities in connection with any event of default; |
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the currency or currencies in which the debt securities will be denominated and in which principal, any premium and any interest will or may be payable or a description of any units based on or relating to a currency or currencies in which the debt securities will be denominated; |
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provisions, if any, granting special rights to holders of the debt securities upon the occurrence of specified events; |
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any deletions from, modifications of or additions to the events of default or our covenants with respect to the applicable series of debt securities, and whether or not such events of default or covenants are consistent with those contained in the applicable Indenture; |
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any limitation on our ability to incur debt, redeem stock, sell our assets or other restrictions; |
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the application, if any, of the terms of the applicable Indenture relating to defeasance and covenant defeasance (which terms are described below) to the debt securities; |
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what subordination provisions will apply to the debt securities; |
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the terms, if any, upon which the holders may convert or exchange the debt securities into or for our securities or property; |
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whether we are issuing the debt securities in whole or in part in global form; |
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any change in the right of the trustee or the requisite holders of debt securities to declare the principal amount thereof due and payable because of an event of default; |
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the depositary for global or certificated debt securities, if any; |
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any material federal income tax consequences applicable to the debt securities, including any debt securities denominated and made payable, as described in the prospectus supplements, in foreign currencies, or units based on or related to foreign currencies; |
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any right we may have to satisfy, discharge and defease our obligations under the debt securities, or terminate or eliminate restrictive covenants or events of default in the Indentures, by depositing money or U.S. government obligations with the trustee of the Indentures; |
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the names of any trustees, depositories, authenticating or paying agents, transfer agents or registrars or other agents with respect to the debt securities; |
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to whom any interest on any debt security shall be payable, if other than the person in whose name the security is registered, on the record date for such interest, the extent to which, or the manner in which, any interest payable on a temporary global debt security will be paid; |
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if the principal of or any premium or interest on any debt securities is to be payable in one or more currencies or currency units other than as stated, the currency, currencies or currency units in which it shall be paid and the periods within and terms and conditions upon which such election is to be made and the amounts payable (or the manner in which such amount shall be determined); |
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the portion of the principal amount of any debt securities which shall be payable upon declaration of acceleration of the maturity of the debt securities pursuant to the applicable Indenture; |
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if the principal amount payable at the stated maturity of any debt security of the series will not be determinable as of any one or more dates prior to the stated maturity, the amount which shall be deemed to be the principal amount of such debt securities as of any such date for any purpose, including the principal amount thereof which shall be due and payable upon any maturity other than the stated maturity or which shall be deemed to be outstanding as of any date prior to the stated maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined); and |
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any other specific terms of the debt securities, including any modifications to the events of default under the debt securities and any other terms which may be required by or advisable under applicable laws or regulations. |
Unless
otherwise specified in the applicable prospectus supplement, we do not anticipate the debt securities will be listed on any securities
exchange. Holders of the debt securities may present registered debt securities for exchange or transfer in the manner described in the
applicable prospectus supplement. Except as limited by the applicable Indenture, we will provide these services without charge, other
than any tax or other governmental charge payable in connection with the exchange or transfer.
Debt
securities may bear interest at a fixed rate or a variable rate as specified in the prospectus supplement. In addition, if specified in
the prospectus supplement, we may sell debt securities bearing no interest or interest at a rate that at the time of issuance is below
the prevailing market rate, or at a discount below their stated principal amount. We will describe in the applicable prospectus supplement
any special federal income tax considerations applicable to these discounted debt securities.
We
may issue debt securities with the principal amount payable on any principal payment date, or the amount of interest payable on any interest
payment date, to be determined by referring to one or more currency exchange rates, commodity prices, equity indices or other factors.
Holders of such debt securities may receive a principal amount on any principal payment date, or interest payments on any interest payment
date, that are greater or less than the amount of principal or interest otherwise payable on such dates, depending upon the value on such
dates of applicable currency, commodity, equity index or other factors. The applicable prospectus supplement will contain information
as to how we will determine the amount of principal or interest payable on any date, as well as the currencies, commodities, equity indices
or other factors to which the amount payable on that date relates and certain additional tax considerations.
Units
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We
may evidence each series of units by unit certificates that we may issue under a separate agreement. We may enter into unit agreements
with a unit agent. Each unit agent, if any, may be a bank or trust company that we select. We will indicate the name and address of the
unit agent, if any, in the applicable prospectus supplement relating to a particular series of units. Specific unit agreements, if any,
will contain additional important terms and provisions. We will file as an exhibit to the registration statement of which this prospectus
is a part, or will incorporate by reference from a current report that we file with the SEC, the form of unit and the form of each unit
agreement, if any, relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without
limitation, the following, as applicable:
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the title of the series of units; |
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identification and description of the separate constituent securities comprising the units; |
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the price or prices at which the units will be issued; |
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the date, if any, on and after which the constituent securities comprising the units will be separately transferable; |
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a discussion of certain United States federal income tax considerations applicable to the units; and |
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any other material terms of the units and their constituent securities. |
LEGAL MATTERS
Unless otherwise indicated
in the applicable prospectus supplement, the validity of the securities offered by this prospectus will be passed upon for us by Carroll
Legal LLC, Denver, Colorado. If legal matters in connection with offerings made by this prospectus are passed on by counsel for the underwriters,
dealers or agents, if any, that counsel will be named in the applicable prospectus supplement.
EXPERTS
Our balance sheets at December
31, 2021 and 2020 and the related statement of operations, changes in stockholders’ equity (deficit) and cash flows for the years
ended December 31, 2021 and 2020, incorporated in this prospectus by reference, have been audited by Daszkal Bolton LLP, independent registered
public accounting firm, with respect thereto, and has been so included in reliance upon the report of such firm given on their authority
as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file annual, quarterly
and other periodic reports, proxy statements and other information with the Securities and Exchange Commission using the Commission’s
EDGAR system. The Commission maintains a web site that contains reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of such site is http//www.sec.gov.
INCORPORATION OF DOCUMENTS BY REFERENCE
We are “incorporating
by reference” in this prospectus certain documents we file with the SEC, which means that we can disclose important information
to you by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this
prospectus. Statements contained in documents that we file with the SEC and that are incorporated by reference in this prospectus will
automatically update and supersede information contained in this prospectus, including information in previously filed documents or reports
that have been incorporated by reference in this prospectus, to the extent the new information differs from or is inconsistent with the
old information. We have filed or may file the following documents with the SEC and they are incorporated herein by reference as of their
respective dates of filing:
1. Our Annual Report on Form
10-K for the year ended December 31, 2021, as filed with the SEC on February 17, 2022; and
2. The description of our
Common Stock, which is contained in the Registration Statement on Form 8-A, as filed with the SEC on February 16, 2021, as updated by
the description of our Common Stock contained in Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31,
2021, filed with the SEC on February 17, 2022.
All documents that we file
with the SEC pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment to this registration statement that indicates that all securities offered under
this prospectus have been sold, or that deregisters all securities then remaining unsold, will be deemed to be incorporated in this registration
statement by reference and to be a part hereof from the date of filing of such documents.
Any statement contained in
a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed modified, superseded or replaced
for purposes of this prospectus to the extent that a statement contained in this prospectus, or in any subsequently filed document that
also is deemed to be incorporated by reference in this prospectus, modifies, supersedes or replaces such statement. Any statement so modified,
superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this prospectus. None
of the information that we disclose under Items 2.02 or 7.01 of any Current Report on Form 8-K or any corresponding information, either
furnished under Item 9.01 or included as an exhibit therein, that we may from time to time furnish to the SEC will be incorporated by
reference into, or otherwise included in, this prospectus, except as otherwise expressly set forth in the relevant document. Subject to
the foregoing, all information appearing in this prospectus is qualified in its entirety by the information appearing in the documents
incorporated by reference.
You may request, orally or
in writing, a copy of these documents, which will be provided to you at no cost (other than exhibits, unless such exhibits are specifically
incorporated by reference), by contacting Brian Hoff, c/o Auddia Inc., at 2100 Central Avenue, Suite 200, Boulder, Colorado 80301. Our
telephone number is (303) 219-9771. Information about us is also available at our website at https://www.auddiainc.com. However,
the information in our website is not a part of this prospectus and is not incorporated by reference.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
We are paying all expenses
of the offering. The following table sets forth all expenses to be paid by the registrant. All amounts shown are estimates except for
the registration fee.
| | |
Amount | |
| SEC registration fee | |
$ | 4,635.00 | |
| Accounting fees and expenses | |
| * | |
| Legal fees and expenses | |
| * | |
| Miscellaneous fees and expenses | |
| * | |
| | |
| | |
| Total | |
| * | |
* These fees are calculated based on the securities
offered and the number of issuances and accordingly cannot be estimated at this time. The applicable prospectus supplement will set forth
the estimated amount of expenses of any offering of securities.
Item 15. Indemnification of Directors and Officers.
Section 145 of the DGCL inter
alia, empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding
if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Similar indemnity is authorized
for such persons against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or
settlement of any such threatened, pending or completed action or suit if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction
otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized
in each specific case upon a determination by the stockholders or disinterested directors or by independent legal counsel in a written
opinion that indemnification is proper because the indemnitee has met the applicable standard of conduct.
Section 145 further authorizes
a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or
not the corporation would otherwise have the power to indemnify him under Section 145. We maintain policies insuring our officers and
directors against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act.
Section 102(b)(7) of the DGCL
permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director
to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall
not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchase or redemption) or (iv) for any transaction
from which the director derived an improper personal benefit.
Article XI of the bylaws of
the Company contains provisions which are designed to provide mandatory indemnification of directors and officers of the Company to the
full extent permitted by law, as now in effect or later amended. The bylaws further provide that, if and to the extent required by the
DGCL, an advance payment of expenses to a director or officer of the Company that is entitled to indemnification will only be made upon
delivery to the Company of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately
determined that such director is not entitled to indemnification.
Item 16. Exhibits.
The following exhibits are filed with this Registration
Statement.
The agreements included or
incorporated by reference as exhibits to this registration statement contain representations and warranties by each of the parties to
the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable
agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one
of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made
to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality”
that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the
applicable agreement or such other date or dates as may be specified in the agreement.
The undersigned registrant
acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional
specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration
statement not misleading.
Item 17. Undertakings.
(a) The undersigned
Registrant hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus
any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and
(iii) to include any material
information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement; provided, however , that paragraphs (1)(i), (1)(ii) and (1)(iii) do not
apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with
or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability
under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by
the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(ii) Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
(5) That, for the purpose
of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities,
the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus
or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other
free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any other communication
that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability of the registrant under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes
to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the
transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters,
and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those
set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.
(d) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(e) The undersigned registrant hereby undertakes
to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture
Act.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Boulder, State of Colorado, on this 11th day of April, 2022.
| |
AUDDIA INC. |
| |
|
|
| |
By: |
/s/ Michael Lawless |
| |
|
Michael Lawless |
| |
|
President and Chief Executive Officer |
KNOW ALL PERSONS BY THESE
PRESENTS that each individual whose signature appears below hereby constitutes and appoints Michael Lawless and Brian Hoff, and each of
them as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration
statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective
upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933 increasing the number of shares for which registration
is sought, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection
therewith, making such changes in this registration statement as such attorney-in-fact and agent so acting deem appropriate, with the
SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and
necessary to be done with respect to the offering of securities contemplated by this registration statement, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his, her
or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Michael Lawless |
|
President, Chief Executive Officer and Director |
|
April 11, 2022 |
| Michael Lawless |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Brian Hoff |
|
Chief Financial Officer |
|
April 11, 2022 |
| Brian Hoff |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Jeffrey Thramann, M.D. |
|
Executive Chairman and Director |
|
April 11, 2022 |
| Jeffrey Thramann, M.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Stephen Deitsch |
|
Director |
|
April 11, 2022 |
| Stephen Deitsch |
|
|
|
|
| |
|
|
|
|
| /s/ Timothy Hanlon |
|
Director |
|
April 11, 2022 |
| Timothy Hanlon |
|
|
|
|
| |
|
|
|
|
| /s/ Thomas Birch |
|
Director |
|
April 11, 2022 |
| Thomas Birch |
|
|
|
|
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