{"schema_version":"secwatch.filing_event.v1","accession":"0001683168-26-001114","form_type":"8-K","ticker":"AUUD","cik":"0001554818","company_name":"AUDDIA INC.","filed_at":"2026-02-17T23:59:59+00:00","discovered_at":"2026-05-14T18:02:35.415474+00:00","generated_at":"2026-05-16T02:25:20.078515+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Auddia enters reverse merger with CEO-owned Thramann; Thramann holders to get ~80% of combined company","bullets":["Each Auddia common share converts into one Holdco common share; Thramann holders receive ~80% economic interest including $3.5M in non-convertible notes.","Jeff Thramann, Auddia CEO and sole owner of Thramann, is counterparty; special committee approved the related-party transaction.","Closing conditions include Auddia stockholder approval, net cash >= $12M, and Nasdaq listing; termination fee $600K.","Holdco will issue Special Preferred Stock with $20.5M liquidation preference and conversion rights; $3.5M Holdco Notes at 8% interest with 2-year maturity.","Post-merger, current Auddia board and CEO Jeff Thramann to continue; 180-day lock-up agreement for Thramann shares."],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-001114","json":"https://secwatch.observer/filing/0001683168-26-001114.json","markdown":"https://secwatch.observer/filing/0001683168-26-001114.md","text":"https://secwatch.observer/filing/0001683168-26-001114.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1554818/000168316826001114/0001683168-26-001114-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1554818/000168316826001114/auddia_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T02:25:20.078515+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"8bf3a5fa3c2da1c24cc65f96dc1d882badf72139","claim":"AUDDIA INC. entered into Agreement and Plan of Merger with McCarthy Finney, Inc., Auddia Merger Sub, Inc., Thramann Merger Sub LLC, and Thramann Holdings, LLC (effective 2026-02-17).","evidence_excerpt":"On February 17, 2026, Auddia Inc., a Delaware corporation (“Auddia”), entered into an Agreement and Plan of Merger (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”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1554818/000168316826001114/0001683168-26-001114-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"McCarthy Finney, Inc., Auddia Merger Sub, Inc., Thramann Merger Sub LLC, and Thramann Holdings, LLC"},{"label":"Effective","value":"2026-02-17"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}