Financial Performance - The company incurred significant net losses of $13,478,069 and $4,051,221 for the years ended December 31, 2021 and 2020, respectively[84]. - Cash used in operations for the year ended December 31, 2021 was $5,428,094, with cash and equivalents on hand of $6,345,291 at the same date[84]. - The company anticipates continued significant expenses and operating losses as it invests in the national launch of the Faidr App and recruitment of podcasters for the Vodacast App[84]. - Future revenue growth is heavily dependent on the successful development and commercialization of new software products[89]. - The company may need additional funding to complete the development of its full product line and scale products with demonstrated market fit[86]. Internal Controls and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which could adversely affect its financial statements[91]. - The company expects to expend significant resources to develop necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act[97]. - The company may face increased costs and compliance challenges as it transitions to a public company, particularly regarding internal controls and financial reporting[160]. - The company has identified material weaknesses in its internal control over financial reporting, which may impact compliance with Section 404 of the Sarbanes-Oxley Act[163]. Intellectual Property and Legal Risks - The company seeks to protect its proprietary position by filing patent applications, but there is no guarantee that additional patents will be issued[100]. - The patent prosecution process is expensive and time-consuming, which may hinder the company's ability to obtain necessary patent protections[103]. - The company relies on its intellectual property for competitive advantage, but risks exist regarding the adequacy of protection[130]. - The company has applied for patent protection in the U.S. but cannot guarantee that any applications will result in issued patents[131]. - Claims of intellectual property infringement could lead to costly litigation and negatively impact operating profits[139]. - Indemnity provisions in agreements may expose the company to substantial liability for intellectual property infringement[145]. - The company may face increased litigation risks as its business expands, potentially affecting revenue and financial condition[127]. Operational Risks - The Faidr platform's operational costs may be impacted by changes in music licensing costs and rights to play music content[98]. - The company faces risks related to errors, failures, or bugs in its platform, which could adversely affect operating results and growth prospects[104]. - Retaining key employees and attracting qualified personnel is critical for the company's success, as competition for skilled personnel is intense[105][106]. - The company must effectively manage expected growth in operations, requiring expansion of managerial and operational systems to support product rollout and user projections[107]. - Cybersecurity-related attacks or significant data breaches could negatively impact the company's business, leading to unauthorized access and potential liabilities[109][110]. - Compliance with changing regulations regarding privacy and data protection may increase costs and affect how the company collects and uses personal information[114][116]. - The company may face challenges in addressing new laws and regulations, which could result in significant costs and affect its ability to process user data[117]. Market and Stock Information - The common stock price is expected to be volatile, influenced by factors such as competitive products, regulatory developments, and financial results[151]. - The company had cash and cash equivalents totaling $6,345,291 as of December 31, 2021, primarily invested in demand deposit accounts and money market funds[243]. - The company is classified as an "emerging growth company" and will remain so until total annual gross revenues exceed $1.07 billion or other specified conditions are met[158]. - The company does not anticipate paying cash dividends in the foreseeable future, with capital appreciation being the sole source of gain for investors[170]. - The company may not sustain an active trading market for its common stock and Series A Warrants, which could affect liquidity[154]. - The company issued 4,590,590 Series A Warrants in the IPO, which are exercisable for an equal number of shares of common stock[150]. - As of February 17, 2022, 1,091,692 Series A Warrants have been exercised, leaving 3,498,898 outstanding[150]. - The company’s corporate governance provisions may discourage or delay potential acquisitions, impacting stockholder interests[166]. Financial Statements and Reporting - Auddia Inc. reported its annual financial statements for the years ended December 31, 2021, and 2020, including balance sheets and statements of operations[246]. - The company has independent registered public accounting firm reports included in its annual financial statements[246]. - Statements of changes in stockholders' equity and cash flows for the years ended December 31, 2021, and 2020 are also part of the financial documentation[246].

[PART I – FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) The first part of the report details the company's financial statements, management's discussion and analysis, market risk disclosures, and internal controls [Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements for June 30, 2021, reflect a significant post-IPO financial transformation, including increased assets, positive equity, and zero revenue due to a strategic shift [Condensed Balance Sheets](index=5&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2021, the company's financial position significantly strengthened, with total assets increasing to $9.2 million, liabilities decreasing to $2.7 million, and stockholders' equity turning positive to $6.6 million post-IPO Condensed Balance Sheet Comparison (Unaudited) | Account | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Current Assets** | **$6,583,211** | **$118,042** | | Cash | $4,583,211 | $117,914 | | Restricted Cash | $2,000,000 | $– | | **Total Assets** | **$9,222,651** | **$2,311,768** | | **Total Current Liabilities** | **$2,666,496** | **$15,415,018** | | Line of credit | $2,000,000 | $6,000,000 | | Convertible notes payable | $– | $2,146,775 | | **Total Stockholders' Equity (Deficit)** | **$6,556,155** | **($13,103,250)** | [Condensed Statements of Operations](index=6&type=section&id=Condensed%20Statements%20of%20Operations) For the six months ended June 30, 2021, the company reported zero revenue due to phasing out its legacy platform, resulting in a net loss of $10.05 million, primarily driven by an $8.14 million finance charge from debt conversion Statement of Operations Summary (Unaudited) | Metric | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :--- | :--- | :--- | | Revenue | $– | $109,879 | | Loss from operations | ($1,871,178) | ($1,678,256) | | Finance charge – convertible debt | ($8,141,424) | $– | | PPP loan extinguishment | $268,662 | $– | | **Net loss** | **($10,050,019)** | **($2,552,358)** | | **Net loss per share (Basic & Diluted)** | **($1.20)** | **($5.35)** | [Condensed Statements of Changes in Stockholders' Equity (Deficit)](index=7&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) Stockholders' equity dramatically improved from a $13.1 million deficit to a $6.6 million positive balance, driven by $14.5 million from the IPO and $15.2 million in debt-to-equity conversions, partially offset by a $10.05 million net loss - The company issued **3,991,818 shares** of common stock, raising **$14.48 million** in additional paid-in capital[16](index=16&type=chunk) - Debt obligations totaling **$15.19 million** were converted into **6,814,570 shares** of common stock[16](index=16&type=chunk) [Condensed Statements of Cash Flows](index=8&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash provided by financing activities was $10.17 million, primarily from IPO proceeds, while operating and investing activities used $3.13 million and $0.58 million respectively, leading to a $6.47 million increase in cash and restricted cash Cash Flow Summary (Six Months Ended June 30) | Activity | 2021 | 2020 | | :--- | :--- | :--- | | Net cash used in operating activities | ($3,133,635) | ($1,216,952) | | Net cash used in investing activities | ($575,373) | ($376,125) | | Net cash provided by financing activities | $10,174,305 | $1,821,794 | | **Net increase in cash and restricted cash** | **$6,465,297** | **$228,717** | - Non-cash activities included the conversion of **$15.19 million** of indebtedness into shares[21](index=21&type=chunk) [Notes to Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the February 2021 IPO, which raised $15.1 million and converted debt to equity, the phasing out of the legacy platform, the forgiveness of a PPP loan, and subsequent warrant exercises and line of credit termination - In February 2021, the company completed an IPO, receiving net proceeds of approximately **$15.1 million**; concurrently, various notes were converted into **6,814,570 shares** of common stock[23](index=23&type=chunk) - The company began phasing out its legacy Interactive Radio Platform in early 2020 and ceased its operations by August 1, 2020, resulting in **no revenue** for the current period[33](index=33&type=chunk) - On June 15, 2021, the company's first PPP loan of **$268,662** was forgiven and recorded as other income[64](index=64&type=chunk) - Subsequent to quarter end, in July 2021, the company received **~$5.0 million** from the exercise of Series A Warrants and paid off its **$2 million** line of credit, which was then terminated[73](index=73&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift to new apps, resulting in zero revenue and changes in operating expenses, confirms sufficient liquidity from IPO and warrant exercises for the next 12 months, and addresses material weaknesses in internal controls [Overview](index=19&type=section&id=Overview) The company is a technology firm developing an AI audio platform, focusing on launching the Auddia App for commercial-free personalized radio and Vodacast for interactive podcasting, with Auddia trials beginning in July 2021 - The Auddia App allows users to listen to AM/FM radio without commercials and with personalized features; a consumer trial for the MVP version launched in July 2021[76](index=76&type=chunk)[78](index=78&type=chunk) - Vodacast is a podcasting app that adds a synchronized, interactive digital feed to audio content, creating new monetization opportunities for podcasters beyond standard audio ads[79](index=79&type=chunk)[80](index=80&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) For the six months ended June 30, 2021, revenue dropped to zero due to the legacy platform's termination, direct costs decreased, sales and G&A expenses rose, and the net loss widened to $10.1 million, primarily due to an $8.1 million finance charge Comparison of Six Months Ended June 30, 2021 and 2020 | Metric | 2021 | 2020 | Change | | :--- | :--- | :--- | :--- | | Revenue | $– | $109,879 | ($109,879) | | Direct costs of service | $133,406 | $297,578 | ($164,172) | | Sales and marketing | $263,115 | $205,422 | $57,693 | | General and administrative | $1,349,375 | $1,142,698 | $206,677 | | Other income (expense), net | ($8,178,841) | ($874,102) | ($7,304,739) | | **Net loss** | **($10,050,019)** | **($2,552,358)** | **($7,497,661)** | - The increase in other expense was almost entirely due to a finance charge of **$8,141,424** related to the conversion of outstanding debt into common stock upon the IPO in February 2021[105](index=105&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity significantly improved post-IPO, with $15.2 million in net proceeds and $6.6 million cash as of June 30, 2021; subsequent warrant exercises provided $5.0 million, enabling the company to fund operations for at least 12 months - The company received net proceeds of approximately **$15.2 million** from its February 2021 IPO[108](index=108&type=chunk) - In July 2021, the company received an additional **~$5.0 million** in cash from the exercise of Series A Warrants and subsequently paid off and terminated its line of credit[110](index=110&type=chunk) - Management believes that net proceeds from the IPO and warrant exercises will be sufficient to fund current operating plans through at least the next 12 months[117](index=117&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Auddia Inc. is not required to provide the information for this item - The company is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information under this item[124](index=124&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of June 30, 2021, due to material weaknesses in internal control over financial reporting, including insufficient accounting expertise and lack of segregation of duties, with remediation efforts underway - Management concluded that disclosure controls and procedures were **not effective** as of June 30, 2021, due to material weaknesses[125](index=125&type=chunk) - Identified material weaknesses include: a lack of sufficient professionals with appropriate accounting knowledge and experience, and inadequate segregation of duties within the financial reporting function[128](index=128&type=chunk) - Remediation activities underway include strengthening internal policies, engaging outside consultants, and hiring additional accounting resources, including a new Chief Financial Officer[129](index=129&type=chunk) [PART II – OTHER INFORMATION](index=30&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) The second part of the report covers legal proceedings, risk factors, unregistered sales of equity, and other miscellaneous disclosures [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently aware of any legal proceedings that would have a material adverse effect on its business, financial condition, or results of operations - The company is not currently a party to any material legal proceedings[133](index=133&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the company's risk factors from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020 - No material changes have occurred to the risk factors previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2020[134](index=134&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Upon IPO closing in February 2021, pre-IPO equity and convertible debt converted into 7,300,010 common shares in an exempt transaction, with IPO proceeds used for debt reduction, cash reserves, and other operational payments - In February 2021, pre-IPO equity and convertible debt automatically converted into **7,300,010 shares** of common stock, exempt from registration under Section 3(a)(9) of the Securities Act[135](index=135&type=chunk) - IPO proceeds have been used as described in the prospectus, including reducing bank debt by **$4.0 million** and funding a **$2.0 million** cash reserve for collateral[136](index=136&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None - None[137](index=137&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) None - None[137](index=137&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) None - None[137](index=137&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section provides an index of the exhibits filed with the Quarterly Report on Form 10-Q, including certifications by the CEO and CFO - The report includes an exhibit index listing all documents filed with the report, such as the CEO and CFO certifications under Sections 302 and 906[139](index=139&type=chunk)[140](index=140&type=chunk)