Auddia to combine with Thramann Holdings; shareholders to own ~20% of combined company

AUDDIA INC.

Merger signed Feb 17, 2026: Auddia shareholders get ~20%, Jeff Thramann ~80% of combined company.
Consideration to Thramann: Pubco special preferred stock plus $3.5M principal Pubco notes; closing conditioned on Auddia ≥$12M net cash.
Thramann holds LT350, Influence Healthcare, Voyex; pre-revenue with H1 2026 operating loss of $422,498.
July 2026 bridge: Auddia loans up to $1.4M aggregate at 8% interest to Thramann entities; $920,728 funded to date.
Intangible assets $2.71M (patents $3.13M less amortization); $1,790,465 consideration payable remains on patents.

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