Material Event (Form 8-K)

As previously disclosed, on July 9, 2025, the Company issued a press release announcing that its board had formed a special committee of independent members to evaluate a business combination opportunity to restructure the Company into an AI native holding company that delivers enhanced AI capabilities to its portfolio companies.

As previously disclosed, on August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent ("LOI") for a proposed business combination between the Company and Thramann Holdings, LLC ("Holdings"). The LOI contemplates a business combination between Auddia and Holdings with Auddia becoming a public holding company trading under a new name and ticker symbol. The transaction would result in the portfolio companies of Holdings and Auddia becoming subsidiaries of the public holding company.

The parties agreed to a 30-day exclusivity period (expiring September 3, 2025) to negotiate a definitive business combination agreement, which will include customary closing conditions such as board and stockholder approvals, regulatory approvals, effectiveness of a registration statement relating to the issuance of Auddia common stock in the business combination and continued listing of the combined company's common stock on Nasdaq.

The parties have subsequently agreed to several extensions of the exclusivity period under the LOI.

On February 2, 2026, the parties agreed to an additional extension of the exclusivity period (which will now expire on February 16, 2026).

The Company continues to make progress in its merger discussions as it works toward execution of definitive documents. The most recent extension was entered into in order to permit the special committee's fairness opinion provider to update its analysis given the time required for the parties to negotiate the definitive transaction documents.

The Company expects that the special committee's process for consideration of the proposed business combination will be completed on or before February 16, 2026.