Submission of Matters to a Vote of Security Holders · Other Events
Item 5.07 Submission of Matters to a Vote of Security Holders. On October 6, 2026, Auddia Inc. (“Auddia” or the “Company”) cancelled its special stockholder meeting that was originally scheduled for September 23, 2026, but was previously adjourned to October 7, 2026.…
Filed Oct 6, 2026Accepted Oct 6, 2026, 8:30 AM EDTCIK 1554818Accession 0001683168-26-007636
Auddia (the “Company”) is an AI technology company headquartered in Boulder, CO that is reinventing how consumers engage with audio through the development of its faidr app, an industry-first audio platform, which utilizes proprietary AI technology to personalize and customize both radio and podcast listening experiences.
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Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 6, 2026, Auddia Inc. (“Auddia”
or the “Company”) cancelled its special stockholder meeting that was originally scheduled for September 23, 2026, but was
previously adjourned to October 7, 2026.
The purpose of the meeting was to vote, among
other items, on the adoption of the Agreement and Plan of Merger, dated as of February 17, 2026 (the “Merger Agreement”),
by and among Auddia, McCarthy Finney, Inc., a Delaware corporation (“Holdco”), Auddia Merger Sub, Inc., a Delaware corporation
and a wholly owned subsidiary of Holdco (“Auddia Merger Sub”), Thramann Merger Sub LLC, a Colorado limited liability company
and wholly owned subsidiary of Holdco (“Thramann Merger Sub” and together with Auddia Merger Sub, the “Merger Subs”),
and Thramann Holdings, LLC, a Colorado limited liability company (“Thramann”), and the transactions contemplated thereby (such
proposal, the “Business Combination Proposal”).
Based on the proxies and ballots received to date, there were not sufficient
votes to approve the Business Combination Proposal.
Approximately 89% of votes cast on the Business Combination Proposal
were in favor of transaction. Under Delaware law, however, the transaction requires approval by a majority of the outstanding common shares
entitled to vote at the meeting. The number of favorable votes cast was less than this required level.
The Company expects to reschedule the stockholder meeting (with a
new record date) in the near future to convene a vote on the proposed transaction.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On October 6, 2026, the Company issued a
press release announcing the cancelation of the special meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.