Auddia Inc 美股招股说明书（2026年4月27日版）

Up to 1,405,006 Shares of Common StockUp to 3,679,737 Pre-Funded Warrants to Purchase Shares of Up to 3,679,737 Shares of Common Stock Up to 8,764,480 Shares of Common Stock underlying Pre-Funded Warrants and Common Warrants We are offering 1,405,006 shares of our common stock, par value $0.001 per share (“common stock”), 3,679,737 pre-funded warrantsto purchase up to 3,679,737 shares of common stock (“Pre-Funded Warrants”) in lieu thereof, and 5,084,743 accompanying commonwarrants to purchase up to 5,084,743 shares of our common stock (“Common Warrants”). Each share of common stock (or a pre-funded warrant in lieu thereof) is being offered and sold together with an accompanying Common Warrant to purchase one share of Each Common Warrant has an exercise price of $2.36 per share, will be immediately exercisable and will expire upon the earlier of: (i)the 5-year anniversary of the date of issuance; or (ii) the consummation of the transactions contemplated by certain Agreement andPlan of Merger, as may be amended, dated as of February 17, 2026, by and among, McCarthy Finney, Inc., Auddia Merger Sub, Inc., The shares of common stock and the accompanying Common Warrants are immediately separable and will be issued separately, but Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AUUD.” On April 23, 2026, the last reportedsale price of our shares of common stock on the Nasdaq Capital Market was $5.06 per share. All share, Common Warrant and Pre-Funded Warrant numbers are based on a combined public offering price of $2.36 per share and the accompanying Common Warrants There is no established public trading market for the Pre-Funded Warrants or the Common Warrants, and we do not expect a market todevelop. We do not intend to list the Pre-Funded Warrants or the Common Warrants on The Nasdaq Capital Market or any othernational securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded We are also offering to certain purchasers whose purchase of common stock in this offering would otherwise result in the purchaser,together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding shares of common stockimmediately following the consummation of this offering, the opportunity to purchase, Pre-Funded Warrants in lieu of common stockthat otherwise would result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) ofour outstanding shares of common stock. The combined public offering price of each Pre-Funded Warrant with an accompanying INVESTINGIN OUR SECURITIES INVOLVES RISKS.SEE THE“RISK FACTORS”ON PAGE 12 OF THISPROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN ANY DOCUMENT INCORPORATED BY REFERENCE Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and are subject to reducedpublic company reporting requirements. See “Prospectus Summary–Implications of Being an Emerging Growth Company and aSmaller Reporting Company.” This offering will terminate on May 15, 2026, unless we decide to terminate the offering (which we may do at any time in ourdiscretion) prior to that date. We will have one closing for all the securities purchased in this offering. There is no minimum number of There is no arrangement for funds to be received in escrow, trust or similar arrangement. Because there is no escrow account and nominimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all ofour contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the sale of securities offered by us We have engaged Dawson James Securities, Inc. (the “Placement Agent”) as our exclusive placement agent in connection with thisoffering. The Placement Agent is not purchasing or selling the securities offered by us, and is not required to arrange for the purchaseor sale of any specific number or dollar amount of our securities, but will use its reasonable best efforts to solicit offers to purchase thesecurities offered by this prospectus. We have agreed to pay to the Placement Agent the Placement Agent fees set forth in the table,which assumes that we sell all of the securities offered by this prospectus. Because there is no minimum offering amount required as a (1) We have agreed to pay the Placement Agent a cash fee equal to7.0% of the aggregate gross proceeds raised in this offering. Wealso have agreed to reimburse the Placement Agent for certain of its offering-related expenses. See “Plan of Distribution” for a (2) We estimate the total expenses of this