Material Agreement, Private Placement (Form 8-K)

Warrant Exchange Agreement

On November 6, 2026, Auddia Inc. (the "Company") and certain holders (the "Warrant Holders") of the Company's outstanding publicly traded warrants (the "Existing Warrants") entered into Warrant Exchange Agreements (the "Warrant Exchange Agreements"). The Existing Warrants were previously issued pursuant to the Company's public offering registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a prospectus dated April 24, 2026, or in the unregistered private placements that occurred on June 30, 2025, April 9, 2024 or April 17, 2023. Pursuant to the Warrant Exchange Agreements, the Warrant Holders agreed to exchange each of its Existing Warrants for two shares of the Company's common stock (the "Common Stock"), par value $0.001 per share per Existing Warrant (the "Warrant Exchange"). As a result of the Warrant Exchange and under the Warrant Exchange Agreements, initially, a total of 580,023 Existing Warrants will be exchanged for 1,160,045 shares of Common Stock, and subject to stockholder approval, an additional 4,135,539 Existing Warrants will be exchanged for 8,271,077 shares of Common Stock.

This transaction is exempt from registration under Section 3(a)(9) of the Securities Act, as no commission or other remuneration will be paid or given directly or indirectly for such transaction.

The foregoing summary of the Warrant Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Warrant Exchange Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

The disclosure set forth under the header "Warrant Exchange Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 in its entirety.