[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents the company's unaudited consolidated financial statements as of September 30, 2024, detailing a deteriorating financial position and significant net loss - The accompanying unaudited consolidated financial statements contain all normal recurring adjustments and should be read with the 2023 Form 10-K[8](index=8&type=chunk)[9](index=9&type=chunk) [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) The balance sheet as of September 30, 2024, shows a significant deterioration in financial position due to asset impairments and increased liabilities Consolidated Balance Sheet Highlights (Unaudited) | Metric | September 30, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | $7,984,072 | $12,230,012 | | Goodwill | $4,304,419 | $5,991,208 | | Intangible Assets | $– | $5,244,437 | | **Total Liabilities** | $15,238,716 | $9,354,635 | | **Total Stockholders' (Deficit) Equity** | $(7,254,644) | $2,875,377 | [Unaudited Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations) The company's net loss substantially increased to $(13.7) million for the nine months ended September 30, 2024, driven by impairment charges and declining revenue Statement of Operations Summary (Unaudited) | Metric (Nine Months Ended Sep 30) | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | $3,128,238 | $11,663,762 | | Gross Income | $2,774,420 | $11,663,762 | | Loss from operations | $(2,862,587) | $(4,159,218) | | Loss on impairments | $(10,480,209) | $0 | | **Net Loss** | **$(13,687,476)** | **$(4,291,281)** | | Net Loss per Share (Basic & Diluted) | $(0.93) | $(0.38) | [Unaudited Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows for the nine months ended September 30, 2024, show a surge in cash used for operations and a significant drop in the ending cash balance Cash Flow Summary (Unaudited) | Cash Flow (Nine Months Ended Sep 30) | 2024 | 2023 | | :--- | :--- | :--- | | Net cash used in operating activities | $(7,463,010) | $(2,266,958) | | Net cash provided by financing activities | $399,999 | $7,116,631 | | **Cash - End of period** | **$568,607** | **$5,262,539** | - Significant non-cash activities in 2024 included stock issuance for the **DSL ($3.56M) and BeOP acquisitions**[22](index=22&type=chunk) [Notes to Unaudited Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) The notes detail recent acquisitions, significant liquidity issues raising going concern doubts, and a major impairment charge - The company acquired **DSL Digital LLC** and **The Odyssey SAS (BeOp)** in mid-2024 to expand its AI-driven marketing capabilities[31](index=31&type=chunk)[32](index=32&type=chunk) - The company's significant operating losses and negative cash flows raise **substantial doubt about its ability to continue as a going concern**[56](index=56&type=chunk)[57](index=57&type=chunk) - An **impairment charge of $4,489,000** was recorded, writing down the intangible assets from the DLQ and Push Interactive acquisitions to zero[65](index=65&type=chunk)[81](index=81&type=chunk) - The company dismissed its auditor, Yusufali & Associates, LLC, and appointed **GreenGrowth CPAs** in November 2024[119](index=119&type=chunk)[123](index=123&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A details recent acquisitions, analyzes operational results, and highlights severe liquidity issues that raise going concern doubts - The company completed the acquisitions of **BeOp and DSL** in mid-2024 to enhance its AI-driven advertising and data platform capabilities[129](index=129&type=chunk)[134](index=134&type=chunk) - The company was **delisted from Nasdaq** on August 16, 2024, and now trades on the OTCQB Market under the symbol "CAUD"[141](index=141&type=chunk)[142](index=142&type=chunk) - As of September 30, 2024, the company had **cash of $568,607** and a **working capital deficiency of $(5,415,946)**, raising substantial doubt about its going concern status[150](index=150&type=chunk)[153](index=153&type=chunk) Q3 2024 vs Q3 2023 Operating Results | Metric (Three Months Ended Sep 30) | 2024 | 2023 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenue | $3,128,238 | $3,265,674 | $(137,436) | -4.2% | | General and Administrative | $2,514,056 | $1,325,256 | $1,188,800 | 90% | | Total Other Expenses, net | $(10,480,209) | $(46,390) | $(10,433,819) | -22,492% | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company indicates it does not have significant exposure to market risks requiring disclosure - The company has determined that quantitative and qualitative disclosures about market risk are **not applicable**[166](index=166&type=chunk) [Item 4. Controls and Procedures](index=35&type=section&id=Item%204.%20Controls%20and%20Procedures) Management acknowledges material weaknesses in internal controls, concluding that disclosure controls were not effective as of September 30, 2024 - **Material weaknesses** in internal control over financial reporting were previously identified in the 2023 Annual Report on Form 10-K[168](index=168&type=chunk) - The CEO and CFO concluded that the company's **disclosure controls and procedures were not effective** as of September 30, 2024[168](index=168&type=chunk) - Management is implementing a remediation plan but cannot provide assurance on the timing of its completion[170](index=170&type=chunk) [PART II. OTHER INFORMATION](index=37&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company faces a judgment against a subsidiary and an ongoing arbitration with a former employee - A judgment of **$35,240** was entered against subsidiary Push Interactive, LLC for an unpaid settlement balance[111](index=111&type=chunk) - The company is in arbitration with a former employee over claims of **breach of contract and wage violations**[112](index=112&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) This section refers investors to the risk factors detailed in the Annual Report on Form 10-K for the year ended December 31, 2023 - Readers are advised to refer to the risk factors section in the **Annual Report on Form 10-K for the year ended December 31, 2023**[176](index=176&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the quarter that were not previously reported - There were **no unregistered sales of securities** during the quarter ended September 30, 2024, that were not already reported on a Form 8-K[177](index=177&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities during the period - The company reports **None**[178](index=178&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable as the company is not in the mining industry - The company reports **Not Applicable**[179](index=179&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the quarter - During the third quarter of 2024, **no directors or officers** entered into, modified, or terminated a Rule 10b5-1 trading arrangement[180](index=180&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the report, including merger agreements and officer certifications - The exhibit index lists key agreements for recent business combinations, including those for **Abri SPAC I, DSL, and BeOp**[182](index=182&type=chunk) - **Officer certifications** pursuant to the Sarbanes-Oxley Act of 2002 are filed as exhibits[183](index=183&type=chunk) [Signatures](index=40&type=section&id=Signatures)

[Form 8-K Current Report](index=1&type=section&id=Form%208-K%20Current%20Report) [Item 2.02. Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition) Collective Audience, Inc. announced preliminary Q3 2024 financial results via press release, noting figures are under review and subject to change - The company issued a press release with preliminary financial and operating results for the quarter ended September 30, 2024[5](index=5&type=chunk) - The preliminary financial information is still under review and may change in the final report[5](index=5&type=chunk) - The information furnished in this item and the attached Exhibit 99.1 is not considered "filed" for purposes of Section 18 of the Exchange Act[7](index=7&type=chunk) [Item 7.01. Regulation FD Disclosure](index=2&type=section&id=Item%207.01.%20Regulation%20FD%20Disclosure) This section incorporates preliminary financial results from Item 2.02 by reference for Regulation FD compliance - The information regarding preliminary financial results from Item 2.02 is incorporated into this section by reference[8](index=8&type=chunk) [Forward-Looking Statements](index=3&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements subject to risks and uncertainties, with actual results potentially differing materially - The report includes forward-looking statements identified by words like "may," "will," "expect," etc., which are only predictions[11](index=11&type=chunk) - Key risk factors that could cause results to differ are discussed in the company's Annual Report on Form 10-K for the year ended December 31, 2023, and other SEC filings[12](index=12&type=chunk) - The company highlights uncertainties related to its lack of profitability, continued capital needs, and limited operating history[12](index=12&type=chunk) [Item 9.01. Financial Statements and Exhibits](index=3&type=section&id=Item%209.01.%20Financial%20Statements%20and%20Exhibits) This section formally notes the inclusion of exhibits, with the preliminary financial results press release furnished as Exhibit 99.1 - The press release with preliminary financial results is furnished as Exhibit 99.1 to this Current Report on Form 8-K[5](index=5&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to ________________ (State or other jurisdiction of incorporation or organization) Delaware 86-2861807 (I.R.S. Employer Identification No.) 85 Broad S ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the unaudited consolidated financial statements and management's discussion and analysis for the three months ended March 31, 2024 [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited consolidated financial statements for Q1 2024 reflect zero revenue, a **$1.21 million net loss**, **$52,123 cash**, and significant going concern uncertainty post-merger [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Summary (as of March 31, 2024) | Metric | March 31, 2024 ($) | December 31, 2023 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $52,123 | $612,183 | | Total current assets | $524,612 | $994,366 | | Goodwill | $5,991,208 | $5,991,208 | | Intangible Assets | $4,866,719 | $5,244,437 | | **Total assets** | **$11,382,539** | **$12,230,012** | | **Liabilities & Equity** | | | | Total current liabilities | $5,750,581 | $5,386,708 | | **Total liabilities** | **$9,718,508** | **$9,354,635** | | Total stockholders' equity | $1,664,031 | $2,875,377 | [Unaudited Consolidated Statements of Operations](index=6&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Operations) Statement of Operations Summary (Three Months Ended March 31) | Metric | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Revenue | $0 | $0 | | Total operating expenses | $1,211,381 | $577,856 | | Loss from operations | ($1,211,381) | ($577,856) | | Net loss | **($1,211,381)** | **($468,684)** | | Net loss per share (Basic and Diluted) | **($0.09)** | **($0.08)** | [Unaudited Consolidated Statements of Cash Flows](index=10&type=section&id=Unaudited%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary (Three Months Ended March 31) | Metric | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | ($560,095) | ($234,463) | | Net cash provided by (used in) investing activities | $0 | ($392,513) | | Net cash provided by financing activities | $35 | $525,000 | | **Net change in cash** | **($560,060)** | **($101,976)** | | Cash - End of period | $52,123 | $279,317 | [Notes to Unaudited Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Consolidated%20Financial%20Statements) - The company completed its business combination with Abri SPAC I, Inc. on November 2, 2023, and changed its name to Collective Audience, Inc. The transaction was treated as a reverse acquisition of Abri by DLQ[34](index=34&type=chunk)[38](index=38&type=chunk)[45](index=45&type=chunk) - Operating losses of **$(1,211,381)** and negative operating cash flows for Q1 2024 raise substantial doubt about the Company's ability to continue as a going concern; future viability is dependent on obtaining outside funding[54](index=54&type=chunk)[55](index=55&type=chunk) - The company reported **zero revenue** for the three months ended March 31, 2024, across all its streams: Lead Generation, Affiliate Management, and Reengagement[85](index=85&type=chunk) - Subsequent to the quarter end, the company entered into agreements to acquire DSL Digital LLC (June 28, 2024) and BeOp (August 1, 2024) to expand its marketing platform and B2B advertising capabilities[113](index=113&type=chunk)[118](index=118&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's post-merger financial condition, recent acquisitions, **zero Q1 2024 revenue**, increased operating expenses, severe liquidity issues, and ongoing Nasdaq delisting challenges [Recent Developments and Business Combination](index=26&type=section&id=Recent%20Developments%20and%20Business%20Combination) - The company completed its business combination with Abri SPAC I, Inc. on November 2, 2023, and is now operating primarily through its subsidiary, DLQ Inc[131](index=131&type=chunk) - Post-quarter, the company acquired BeOp, a French company specializing in conversational advertising, to enhance its programmatic advertising and data capabilities[122](index=122&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk) - The company also acquired a 51% majority stake in DSL Digital, a global marketing platform with proprietary AI technology, to launch its "Audience Service" offering and expand into B2B advertising[129](index=129&type=chunk)[130](index=130&type=chunk) [Nasdaq Listing Compliance Issues](index=28&type=section&id=Nasdaq%20Listing%20Compliance%20Issues) - On June 24, 2024, the company received a delisting notice from Nasdaq for failing to regain compliance with the minimum market value of listed securities (MVLS) and publicly held shares (MVPHS) rules[134](index=134&type=chunk)[135](index=135&type=chunk) - Failure to timely file its Form 10-K for FY 2023 and Form 10-Q for Q1 2024 served as additional and separate bases for the delisting notice[134](index=134&type=chunk)[141](index=141&type=chunk)[143](index=143&type=chunk) - The company also received a notice on April 19, 2024, for failing to maintain a minimum bid price of **$1.00 per share**[139](index=139&type=chunk) - The company has requested a hearing to appeal the delisting determination, but there is no assurance the appeal will be successful[134](index=134&type=chunk)[138](index=138&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) - The company generated **no revenue** in Q1 2024, which it attributes to its focus on completing the Initial Business Combination[146](index=146&type=chunk) Operating Expenses Comparison (Three Months Ended March 31) | Expense Category | 2024 ($) | 2023 ($) | $ Change ($) | % Change | | :--- | :--- | :--- | :--- | :--- | | Sales and marketing | $50,000 | $0 | $50,000 | N/A | | General and administrative | $788,663 | $157,723 | $625,940 | 397% | - The **397% increase** in general and administrative expenses was primarily due to legal costs post-business combination and SEC filings[150](index=150&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2024, the company had only **$52,123 in cash** and a working capital deficiency of **($1,211,381)**[152](index=152&type=chunk) - The company's operating revenues are insufficient to fund operations, and its losses and negative cash flows raise substantial doubt about its ability to continue as a going concern[156](index=156&type=chunk) - The company will need to raise additional capital to satisfy its liquidity needs and may seek up to **$30 million** in financing from its Sponsor, though there is no guarantee of receiving such funds[153](index=153&type=chunk)[154](index=154&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has determined that quantitative and qualitative disclosures about market risk are not applicable for the reporting period - This section is marked as 'Not Applicable'[170](index=170&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2024, due to material weaknesses in internal control over financial reporting, with remediation efforts underway - The company identified material weaknesses in its internal control over financial reporting[172](index=172&type=chunk) - As a result of these weaknesses, the CEO and CFO have concluded that the company's disclosure controls and procedures are not effective[172](index=172&type=chunk) - Management is implementing a remediation plan, but cannot provide assurance as to when the efforts will be complete or sufficient[174](index=174&type=chunk) [PART II. OTHER INFORMATION](index=36&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional information including legal proceedings, risk factors, equity sales, and other disclosures relevant to the company's operations [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) This section directs readers to Note 11 of the condensed consolidated financial statements for a description of material pending legal proceedings - For details on legal proceedings, the report refers to Note 11 in Part I, Item 1[178](index=178&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) The company advises investors to refer to the risk factors section in its Annual Report on Form 10-K for the year ended December 31, 2023, for a comprehensive discussion of potential risks - The report refers to the risk factors discussed in the Annual Report on Form 10-K for the year ended December 31, 2023[179](index=179&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the period, the company engaged in several unregistered sales of equity securities, including warrants, a convertible promissory note, and shares for acquisitions - In February 2024, the company sold warrants to purchase up to **1,000,000 shares** of common stock at an exercise price of **$5.00 per share** in a private placement for gross proceeds of approximately **$10,000**[180](index=180&type=chunk) - In April 2024, the exercise price of warrants from February 2024 and December 2023 private placements was reset to **$0.185 per share**[181](index=181&type=chunk) - On March 31, 2024, the company issued a convertible promissory note in the principal amount of **$100,000** with an **8% interest rate** and a two-year maturity[183](index=183&type=chunk) - Unregistered restricted shares were issued in connection with the acquisitions of DSL Digital, LLC and BeOp, exempt from registration under Section 4(a)(2) of the Securities Act[184](index=184&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the reporting period - The company reports 'None' regarding defaults upon senior securities[186](index=186&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's business operations - This section is marked as 'Not Applicable'[187](index=187&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The company confirms that none of its directors or officers adopted, modified, or terminated a Rule 10b5-1 trading plan during the three months ended March 31, 2024 - No directors or officers entered into, modified, or terminated a Rule 10b5-1 trading arrangement during the quarter[188](index=188&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section indexes exhibits filed with the Form 10-Q, including merger agreements, amendments, equity exchange agreements for DSL and BeOp acquisitions, and various corporate and financing documents - The report includes an index of all exhibits filed, such as the Merger Agreement with Abri SPAC I, Inc. and its subsequent amendments[190](index=190&type=chunk) - Key agreements filed as exhibits include the Equity Exchange Agreement for DSL Digital and the Share Exchange Agreement for BeOp[190](index=190&type=chunk)

PART I [Business](index=5&type=section&id=Item%201.%20Business) Collective Audience, Inc., formerly Abri SPAC I, Inc., operates primarily through its subsidiary DLQ, Inc. following a business combination on November 2, 2023, providing digital marketing and data management services through its Push and BattleBridge units - The company was formed through a business combination between Abri SPAC I, Inc. and DLQ, Inc. on November 2, 2023, with DLQ becoming a wholly-owned subsidiary. The company's name was changed to Collective Audience, Inc[19](index=19&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - The business operates through two primary units: the Push Business Unit for lead generation and performance marketing, and the BattleBridge Business Unit, a full-service digital marketing agency[30](index=30&type=chunk)[31](index=31&type=chunk)[37](index=37&type=chunk) - A key proprietary technology is the 'Marble' platform, which ingests and processes consumer data from owned and operated brands to create unified consumer profiles for a live data auction[32](index=32&type=chunk)[43](index=43&type=chunk) - Recent strategic moves include a binding Letter of Intent to acquire French conversational advertising company BeOp and the acquisition of a 51% stake in DSL Digital, LLC, a global marketing platform with proprietary AI technology[99](index=99&type=chunk)[101](index=101&type=chunk) Revenue by Business Area (Fiscal Years 2023 vs. 2022) | Revenue Source | 2023 | 2022 | | :------------------- | :------------- | :-------------- | | Lead Generation | $2,411,478 | $11,540,265 | | Affiliate Management | $9,730,621 | $6,441,775 | | Reengagement | - | $2,253,496 | | **Total Revenue** | **$12,142,099**| **$20,235,536** | [Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks, including substantial doubt about its ability to continue as a "going concern" due to a working capital deficit and recurring losses, high customer concentration, material weaknesses in internal financial reporting controls, and potential delisting from Nasdaq - The independent registered public accounting firm's report expresses substantial doubt about the company's ability to continue as a "going concern" due to a working capital deficit of $2.88 million and recurring losses as of December 31, 2023[104](index=104&type=chunk)[106](index=106&type=chunk) - The company has substantial customer concentration, with two customers (Quinstreet and Regal Nutra) accounting for approximately 87% of revenues in 2023[82](index=82&type=chunk)[137](index=137&type=chunk) - Nasdaq has issued multiple notices of deficiency and a delisting notice (June 24, 2024) for failure to meet minimum market value, bid price, and timely filing requirements. The company intends to appeal the delisting[104](index=104&type=chunk)[194](index=194&type=chunk)[195](index=195&type=chunk) - Management identified material weaknesses in internal control over financial reporting as of December 31, 2023, primarily related to limited finance and accounting staffing levels[113](index=113&type=chunk)[117](index=117&type=chunk) - The company faces risks related to cybersecurity and data privacy, as its business relies on the secure transmission and storage of sensitive consumer information and is subject to regulations like the CCPA and CPRA[156](index=156&type=chunk)[157](index=157&type=chunk)[162](index=162&type=chunk) [Unresolved Staff Comments](index=47&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - Not applicable[263](index=263&type=chunk) [Cyber Security](index=47&type=section&id=Item%201C.%20Cyber%20Security) The company has established policies for managing cybersecurity threats, which are integrated into its overall risk management, with Board oversight and no material impact from previous incidents - The company has processes to assess, identify, and manage material risks from cybersecurity threats, which are integrated into its overall risk management framework[264](index=264&type=chunk) - The Board's Audit Committee has formal oversight of enterprise risk matters, including cybersecurity, while day-to-day management and monitoring are handled by company management[270](index=270&type=chunk)[271](index=271&type=chunk) - The company reports that it has not been materially impacted by any previous cybersecurity incidents[268](index=268&type=chunk) [Properties](index=48&type=section&id=Item%202.%20Properties) The company's principal executive office is located at 85 Broad Street 16-079, New York, NY 10004 - The Company's principal executive office is located in New York, NY[272](index=272&type=chunk) [Legal Proceedings](index=48&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in two notable legal matters: a $35,240 judgment against its subsidiary Push Interactive, LLC, and an arbitration demand from a former DLQ, Inc. employee - A judgment of $35,240 was entered against subsidiary Push Interactive, LLC on June 12, 2024, for an unpaid balance from a settlement agreement with a creditor[274](index=274&type=chunk) - A former employee of DLQ, Inc. filed an AAA arbitration demand on February 26, 2024, alleging breach of contract and statutory wage payment violations. The matter is proceeding to arbitration[275](index=275&type=chunk) [Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[276](index=276&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=49&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under "CAUD", with 16.2 million shares outstanding as of June 26, 2024, and no history or future plans for cash dividends, while a December 2023 private placement raised approximately $600,000 - The company's common stock is traded on The Nasdaq Global Market under the symbol "CAUD"[278](index=278&type=chunk) - As of June 26, 2024, there were 16,222,488 shares of common stock outstanding held by approximately 579 holders of record[281](index=281&type=chunk) - The company has never declared cash dividends and does not anticipate paying them in the foreseeable future, expecting to retain earnings for business growth[282](index=282&type=chunk) - On December 19, 2023, the company closed a private placement raising approximately $600,000 through the sale of 465,118 shares of common stock at $1.29 per share and warrants to purchase 697,678 shares[285](index=285&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=51&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For the year ended December 31, 2023, revenue decreased by 40% to $12.1 million, leading to a significant working capital deficiency and substantial doubt about the company's ability to continue as a going concern, while the company pursues financing and acquisitions but faces Nasdaq delisting Results of Operations (2023 vs. 2022) | Metric | 2023 | 2022 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $12,142,099 | $20,235,536 | ($8,093,437) | (40)% | | Platform Operations | $11,139,900 | $16,370,316 | ($5,230,416) | (32)% | | General & Administrative | $6,147,913 | $6,729,611 | ($518,698) | (9)% | - As of December 31, 2023, the company had a working capital deficit of $2,875,377 and cash of $612,183. These conditions raise substantial doubt about the company's ability to continue as a going concern[320](index=320&type=chunk)[321](index=321&type=chunk) - The company is facing delisting from Nasdaq due to non-compliance with market value, bid price, and timely filing rules. A delisting notice was received on June 24, 2024, which the company plans to appeal[299](index=299&type=chunk)[300](index=300&type=chunk)[304](index=304&type=chunk) Summary of Cash Flows (2023 vs. 2022) | Cash Flow Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,933,011) | ($2,586,812) | | Net cash used in investing activities | $0 | ($50,000) | | Net cash provided by financing activities | $4,128,120 | $2,227,734 | [Quantitative and Qualitative Disclosures About Market Risk](index=58&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable to the company - Not Applicable[334](index=334&type=chunk) [Financial Statements and Supplementary Data](index=58&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the company's financial statements, which are included at the end of the Annual Report, beginning on page F-1 - The company's financial statements and supplementary data are included in the report starting from page F-1[335](index=335&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=58&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) On June 11, 2024, the company dismissed Frazier & Deeter, LLC ("FD") and appointed Yusufali & Associates, LLC ("Yusufali") as its new auditor, with no reported disagreements, though FD's prior reports included a going concern explanatory paragraph - On June 11, 2024, the company dismissed Frazier & Deeter, LLC (FD) and appointed Yusufali & Associates, LLC as its new independent registered public accounting firm[336](index=336&type=chunk)[339](index=339&type=chunk) - The company had no disagreements with FD on accounting principles, financial statement disclosure, or auditing scope during the period from November 29, 2023, through June 11, 2024[338](index=338&type=chunk) - FD's audit reports on the financial statements of DLQ, Inc. for the years ended December 31, 2022 and 2021, contained an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern[337](index=337&type=chunk) [Controls and Procedures](index=58&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of December 31, 2023, due to material weaknesses in internal control over financial reporting, primarily related to limited finance and accounting staffing levels, for which a remediation plan is being implemented - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023[341](index=341&type=chunk) - Material weaknesses were identified in internal control over financial reporting, primarily due to limited finance and accounting staffing levels and organizational changes[345](index=345&type=chunk) - The company is implementing a remediation plan that includes hiring additional resources to address the identified material weaknesses[347](index=347&type=chunk) [Other Information](index=60&type=section&id=Item%209B.%20Other%20Information) There is no other information to report in this section - None[353](index=353&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=60&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[354](index=354&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=61&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) As of June 28, 2024, the company's executive team includes Peter Bordes as CEO and Chris Andrews as COO and Interim CFO, with a five-member Board of Directors, four of whom are independent, overseeing Audit, Compensation, and Nominating committees, and adhering to a code of business conduct Executive Officers and Directors | Name | Position | | :--- | :--- | | Peter Bordes | Chief Executive Officer | | Chris Andrews | Chief Operating Officer and Interim Chief Financial Officer | | Joseph Zawadzki | Chairman of the Board | | Christopher Hardt | Director | | Nadine Watt | Director | | Elisabeth DeMarse | Director | | Denis Duncan | Director | - The Board of Directors has determined that Joseph Zawadzki, Elisabeth DeMarse, Nadine Watt, and Denis Duncan are independent directors according to Nasdaq listing requirements[365](index=365&type=chunk) - The board has three standing committees: Audit, Compensation, and Nominating and Corporate Governance, each with a written charter[366](index=366&type=chunk) - The company has adopted a Code of Business Conduct and Ethics, which is available on its corporate website[379](index=379&type=chunk) [Executive Compensation](index=66&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation for 2023 was minimal, with CEO Peter Bordes receiving a salary of $10,000, while the company adopted the 2024 Equity Incentive Plan (EIP) with an initial reserve of 2,500,000 shares for equity awards, and no cash compensation was paid to non-employee directors - CEO Peter Bordes' employment agreement includes an annual base salary of $250,000, which is subject to an initial reduced rate of $10,000 per month until a capital raise of at least $1.5 million occurs[384](index=384&type=chunk)[388](index=388&type=chunk) - COO & Interim CFO Christopher Andrews' agreement provides for an annual base salary of $120,000 for the first ten months, increasing to $216,000 annually thereafter[386](index=386&type=chunk)[389](index=389&type=chunk) - The company adopted the 2024 Equity Incentive Plan (EIP) on January 1, 2024, reserving an initial 2,500,000 shares for equity awards. The reserve will increase annually by up to 5% of outstanding shares[391](index=391&type=chunk)[392](index=392&type=chunk)[415](index=415&type=chunk) - Non-employee directors did not receive any cash compensation for their service in 2023[411](index=411&type=chunk)[412](index=412&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=73&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of June 24, 2024, the company's directors and executive officers as a group beneficially owned 9.94% of the 16,222,488 outstanding common shares, with CEO Peter Bordes holding 7.22% and COO Christopher Andrews holding 2.72%, and the 2024 Stock Option Plan having 2,460,000 securities available for future issuance Beneficial Ownership of Directors & Executive Officers (as of June 24, 2024) | Name | Shares of Common Stock | % of Common Stock | | :--- | :--- | :--- | | Peter Bordes | 1,171,429 | 7.22% | | Christopher Andrews | 440,500 | 2.72% | | All directors and executive officers as a group (7 individuals) | 1,751,929 | 9.94% | - The applicable percentage of ownership is based on 16,222,488 shares of common stock outstanding as of June 24, 2024[427](index=427&type=chunk) Equity Compensation Plan Information (as of Dec 31, 2023) | Plan Category | Securities to be issued upon exercise | Weighted-average exercise price | Securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | 2024 Stock Option Plan | 40,000 | $1.24 | 2,460,000 | [Certain Relationships and Related Transactions, and Director Independence](index=74&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has entered into indemnification agreements with its directors and executive officers, maintains D&O liability insurance, and has a written policy for reviewing and approving related-person transactions exceeding $120,000 - The company has entered into indemnification agreements with all directors and executive officers and maintains D&O liability insurance[434](index=434&type=chunk) - A written related person transaction policy is in place for the review and approval of transactions exceeding $120,000 where a related person has a material interest[437](index=437&type=chunk) [Principal Accountant Fees and Services](index=75&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company paid its current auditor, Yusufali & Associates, LLC, $15,000 in audit fees for 2023, while its former auditor, Frazier & Deeter, LLC, received $257,500 in 2023 and $265,000 in 2022, with all services pre-approved by the Audit Committee Accountant Fees (Yusufali & Associates, LLC) | Fee Type | 2023 | 2022 | | :--- | :--- | :--- | | Audit Fees | $15,000 | - | | **Total Fees** | **$15,000** | **-** | Accountant Fees (Frazier & Deeter, LLC) | Fee Type | 2023 | 2022 | | :--- | :--- | :--- | | Audit Fees | $140,000 | $265,000 | | Other Fees | $117,500 | - | | **Total Fees** | **$257,500** | **$265,000** | - All auditing and non-audit services provided by the independent registered public accounting firm were pre-approved by the Audit Committee[447](index=447&type=chunk) PART IV [Exhibit and Financial Statement Schedules](index=77&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section indicates that the company's financial statements are included in the report, all financial statement schedules are omitted as they are not applicable, and a list of exhibits is provided in the Exhibit Index - The financial statements of Collective Audience, Inc. are included in the Annual Report[449](index=449&type=chunk) - All financial statement schedules have been omitted because they are not applicable or the required information is already present in the financial statements or notes[451](index=451&type=chunk) [Form 10-K Summary](index=77&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[453](index=453&type=chunk) Financial Statements and Notes [Consolidated Financial Statements](index=81&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements for the year ended December 31, 2023, show total assets of $12.2 million, a net loss of $4.6 million, and an accumulated deficit of $40.0 million, with net cash used in operating activities of $3.9 million offset by $4.1 million from financing activities Consolidated Balance Sheet Highlights (as of Dec 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Total Assets | $12,230,013 | $18,555,206 | | Total Liabilities | $9,354,635 | $12,249,276 | | Total Stockholders' (Deficit) Equity | $2,875,377 | $6,305,930 | Consolidated Statement of Operations Highlights (Year Ended Dec 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Revenue | $12,142,099 | $20,235,536 | | Loss from Operations | ($6,656,588) | ($5,480,585) | | Net Loss | ($4,575,314) | ($5,565,317) | | Net Loss Per Share | ($0.33) | ($0.49) | Consolidated Statement of Cash Flows Highlights (Year Ended Dec 31) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,933,011) | ($2,586,812) | | Net cash provided by financing activities | $4,128,120 | $2,227,734 | [Notes to Consolidated Financial Statements](index=85&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's organization, reverse merger, and accounting policies, highlighting substantial doubt about its going concern ability due to losses and negative cash flows, significant customer concentration, and subsequent events including new financing and acquisitions - The business combination on November 2, 2023, was treated as a reverse acquisition of Abri by DLQ for accounting purposes, with DLQ as the accounting acquirer[496](index=496&type=chunk)[506](index=506&type=chunk) - The financial statements were prepared with the assumption of the company as a going concern, but operating losses and negative cash flows raise substantial doubt about this ability. The company's future viability depends on securing outside funding[516](index=516&type=chunk)[517](index=517&type=chunk) - The company has significant customer concentration risk. In 2023, two customers accounted for 87% of revenues. As of year-end 2023, one customer represented 99% of accounts receivable[539](index=539&type=chunk)[540](index=540&type=chunk) - Subsequent to year-end, the company entered into several key agreements, including a binding LOI to acquire BeOp, an agreement to acquire 51% of DSL Digital, and new financing arrangements through promissory notes and warrant repricing[588](index=588&type=chunk)[592](index=592&type=chunk)[593](index=593&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ COLLECTIVE AUDIENCE, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40723 86-2861807 (State or other jurisdiction of in ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-40723 ABRI SPAC I, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 86-2861807 (State or other jurisdi ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-40723 ABRI SPAC I, INC. (Exact Name of Registrant as Specified in Its Charter) | Delaware | 86-2861807 | | --- | --- | | ...