# Auddia Inc.: Form 10-Q for the period ended Sep 30, 2025

- Company: [Auddia Inc.](/companies/auud.md) (CIK 1554818)
- Form: 10-Q
- Filed: 2025-11-06
- Accepted by EDGAR: Nov 6, 2025, 16:18 ET
- Period: 2025-09-30
- Accession: 0001683168-25-008031
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1554818/000168316825008031/auddia_i10q-093025.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1554818/000168316825008031/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-09-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-07-01 to 2025-09-30 | $0 | us-gaap:Revenues |
| Revenue | 9 months, 2025-01-01 to 2025-09-30 | $0 | us-gaap:Revenues |
| Research and development | 3 months, 2025-07-01 to 2025-09-30 | $317.6k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2025-01-01 to 2025-09-30 | $950.7k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months, 2025-07-01 to 2025-09-30 | −$2.4m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2025-01-01 to 2025-09-30 | −$5.7m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2025-07-01 to 2025-09-30 | $1.2k | us-gaap:InterestExpenseNonoperating |
| Interest expense | 9 months, 2025-01-01 to 2025-09-30 | $4.2k | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2025-07-01 to 2025-09-30 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2025-01-01 to 2025-09-30 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-07-01 to 2025-09-30 | −$2.4m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2025-01-01 to 2025-09-30 | −$5.7m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-07-01 to 2025-09-30 | −$1.59 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2025-01-01 to 2025-09-30 | −$6.86 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-07-01 to 2025-09-30 | −$1.59 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2025-01-01 to 2025-09-30 | −$6.86 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-07-01 to 2025-09-30 | 1,498,875 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2025-01-01 to 2025-09-30 | 831,037 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2025-01-01 to 2025-09-30 | −$4.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2025-09-30 | $2.7m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-09-30 | $2.8m | us-gaap:AssetsCurrent |
| Total assets | at 2025-09-30 | $4.9m | us-gaap:Assets |
| Current liabilities | at 2025-09-30 | $644.2k | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-09-30 | $669.3k | us-gaap:Liabilities |
| Shareholders' equity | at 2025-09-30 | $4.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 43,102 characters.

*The following discussion and analysis should be read in conjunction with the unaudited condensed financial statements and related notes included elsewhere in this Quarterly Report and our audited financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 5, 2025. This discussion and analysis and other parts of this Quarterly Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions, such as statements regarding our plans, objectives, expectations, intentions and projections. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under Part II, Item 1A, “Risk Factors” and elsewhere in this Quarterly Report. You should carefully read the “Risk Factors” section of this Quarterly Report and of our Annual Report on Form 10-K for the year ended December 31, 2024, to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the section entitled “Special Note Regarding Forward-Looking Statements.”*

### Overview

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.

On August 20, 2025, the Company announced that it is in the process of building its proprietary Discovr Radio platform and integrating it into the newly configured free faidr app for an anticipated launch in early 2026., The Discovr Radio platform, a web-based portal will allow artists and record labels to promote songs on radio streams, through an integration with faidr.

faidr historically allowed users to listen to AM/FM radio stations without unwanted commercial breaks. The app replaces these ad breaks in real time with songs supplied by Discovr Radio, giving artists exposure on mainstream airwaves. The faidr app represents the first-time consumers can combine the local content uniquely provided by AM/FM radio with commercial-free and personalized listening many consumers demand from digital-media consumption and preference-based new music discovery. In addition to commercial-free AM/FM, faidr includes podcasts with its Forward+ ad skipping technology on iOS.

The combination of AM/FM streaming and new-music distribution, with Auddia’s unique, AI technology-driven differentiators, addresses large (radio streamers) and rapidly growing (independent and emerging artists) audiences and customer bases.

We have developed our AI platform on top of Google’s TensorFlow open-source library that is being “taught” to know the difference between all types of audio content on the radio. For instance, the platform recognizes the difference between a commercial and a song and DJ conversation. Not only does the technology learn the differences between the various types of audio segments, but it also identifies the beginning and end of each piece of content.

The faidr app with its advanced features allow users to skip any content heard on the station and request audio content on-demand. We believe the faidr App represents a significant differentiated audio streaming product, the first to give audio streamers a more personalized middle ground between passive content like broadcast radio and fully on-demand content like Spotify. No other audio streaming app available today, including category leaders like TuneIn, iHeart, and Audacy, can compete with faidr’s full product offerings.

We launched an MVP version of faidr through several consumer trials in 2021 to measure consumer interest and engagement with the App. The full app launched on February 15, 2022, and included all major U.S. radio stations in the US. In February 2023, we added faidrRadio, our exclusive content offerings, to the app. Podcasts were added to the app for the iOS version before the end of Q1 2023 and added to the Android app in May of 2023.

The Company initially launched faidr with a B2C subscription model in February of 2022 and is transitioning to a B2B subscription model before the end of the year or Q1 of 2026.

In August 2025, the Company announced a new B2B business model with a strategic shift to AI driven music discovery. Auddia is targeting artists and labels for SaaS subscription access to ad-free AM/FM streaming listeners on the faidr app, while faidr users will enjoy free access to AI driven ad-free AM/FM streams on all music stations. Consumer subscriptions will no longer be required to enjoy faidr’s ad-free and content personalization listening experience.

New music platforms like Bandcamp and SoundCloud are integral tools for artists to connect with new fans and even monetize their content, but those platforms only cater to a subset of the total addressable market for an artist. The Company believes the largest group of potential fans for most artists remains on commercial radio, listening to music passively and not searching for new artists even though Company surveys and research indicate radio listeners are interested in hearing new music when listening to their favorite radio stations. Auddia’s new Discovr Radio platform will deliver the experience of passively listening to commercial AM/FM radio streams while passively being exposed to new music instead of radio ads.

Unlike other new music discovery platforms, which allow artists to upload songs in the hopes that new listeners will find them among the other songs available, Discovr Radio delivers guaranteed plays to artists, leveraging AI to place their songs into radio feeds as part of a custom programming experience and as unique content during what would typically be an ad break. This gives artists opportunities to be heard by the many millions of streaming radio listeners worldwide.

The new Discovr Radio platform will consist of a new AI Placement Engine and Artist Portal. The AI Placement Engine will aim to put the right new song in front of the right listener, on the right station, adjacent to the right artist, to optimize music discovery and the connection between artists and fans. The Artist Portal will give artists performance analytics on number of total plays, likes and dislikes, demographic data, and facilitate the connection of artists to their new fans. In addition to streaming songs on live radio streams, the Discovr Radio offering will eventually allow artists and labels to launch campaigns on streaming apps to promote new songs, albums, and tours.

Auddia is evolving its business model from direct-to-consumer to business-to-business, shifting its focus from individual radio-streaming subscribers to artists and labels as subscribers. Through a modest monthly subscription, artist and label customers gain guaranteed radio plays—offering a new channel for music promotion.

The faidr mobile App is available today through the iOS and Android App stores and the MVP version of the Discovr Radio platform is expected to be released before the end of Q1 of 2026. The MVP is expected to be supported by a pilot program of participating customers.

We have funded our operations with proceeds from the February 2021 IPO, Series A warrants exercised in July 2021 and common share issuance during June of 2023. We also obtained debt financing through a related party during November 2022 and April 2023, which was subsequently repaid in April 2024. In addition, we sold common shares during 2025 and 2024 pursuant to our equity line facility and issued preferred stock in our Series B and Series C issuances. Since our inception, we have incurred significant operating losses. As of September 30, 2025, we had an accumulated deficit of $95,262,663. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the successful development and commercialization of one or more of our Apps. We expect that our expenses and capital requirements will increase substantially in connection with our ongoing activities, particularly if and as we:

- nationally launch our faidr App and as we continue training our proprietary AI technology and make product enhancements;
- continue to develop and expand our technology and functionality to advance the faidr app;
- rollout our product on a national basis, which will include increasing our sales and marketing costs related to the promotion of our products. faidr promotion will include a combination of a) purchasing ads directly from broadcasters or b) participating broadcasters to promote without purchasing ads, but sharing a portion of subscription proceeds based on listening activity on those stations;
- continue to pursue and complete potential acquisitions of other companies;
- hire additional business development, product management, operational and marketing personnel;
- continue market studies of our products; and
- add operational and general administrative personnel which will support our product development programs, commercialization efforts and our transition to operating as a public company.

21

As a result, we will need substantial additional funding to support our continuing operations and pursue our growth strategy. Until such time as we can generate significant revenue from product sales, if ever, we expect to finance our operations through the sale of equity, debt financings or other capital sources, which may include collaborations with other companies or other strategic transactions. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our product candidates.

Because of the numerous risks and uncertainties associated with product development, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

As of September 30, 2025, we had cash and cash equivalents of $2,727,165. Through the date of this report, we have secured approximately $7.2 million in additional financing in 2025. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. However, if we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.

### Recent Developments

### Proposed Business Combination

On August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). Holdings is a privately held holding company that controls LT350, Influence Healthcare, and Voyex, three early stage AI-native companies founded by Jeff Thramann, Auddia’s founder, CEO and Executive Chairman.

The Company has established a special committee of the board of directors to evaluate the related party transaction. The special committee has engaged its own counsel and financial advisor.

The LOI contemplates a business combination between Auddia and Holdings with Auddia becoming a public holding company trading under the new name, McCarthy Finney and ticker symbol MCFN. The transaction would result in the portfolio companies of Holding and Auddia becoming subsidiaries of the public holding company. Under the proposed terms, Holdings’ equity holders are expected to receive an 80% ownership interest in the combined company, with Auddia equity holders owning a 20% interest.

The proposed business combination is subject to a number of known and unknown risk and uncertainties. There can be no assurances that the parties will enter into a definitive business combination on the terms contemplated hereby or at all. Further, there can be no assurances that such business combination will be approved by stockholders or will ultimately be consummated.

### Mergers and Acquisitions Strategy

We are exploring various merger and acquisition options as part of a broader strategy which aims to scale the business more rapidly; accelerate user adoption and subscriber growth; enter new markets (international); and open new pathways toward raising capital. The overall strategy focuses on three areas: (1) acquiring retained customers of the Discovr Radio platform to generate significant subscription revenue, (2) acquiring retained users of faidr to supply the audience to Discovr Radio customers (3) scaling the faidr userbase and the Discovr Radio customer base once we’ve achieved product-market fit.

### Nasdaq Deficiency Notices

During 2022, 2023 and 2024, the Company received notices from Nasdaq indicating that the Company was not in compliance with (i) Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Stock Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing or (ii) Nasdaq Listing Rule 5550(a)(2) which requires companies listed on The Nasdaq Stock Market to maintain a minimum of a $1.00 bid price for continued listing.

On May 24, 2024, we received a letter from Nasdaq indicating that we had regained compliance with the equity requirement in Listing Rule 5550(b) (1). We will be subject to a Mandatory Panel Monitor for a period of one year from the date of the letter in accordance with application of Listing Rule 5815(d)(4)(B).

On October 16, 2024, we received a written notice from Nasdaq indicating that we were not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing. The bid price notice does not result in the immediate delisting of our common stock from the Nasdaq Capital Market. The bid price notice indicated that we have 180 calendar days (or until April 14, 2025) in which to regain compliance. If at any time during this 180 calendar day period the bid price of our common stock closes at or above $1.00 per share for a minimum of ten consecutive business days, the Nasdaq staff will provide us with a written confirmation of compliance and the matter will be closed.

On April 14, 2025, Nasdaq notified us that we were in compliance with the $1.00 minimum bid price requirement.

### Reverse Stock Splits

On February 27, 2024, the Company effectuated a 1-for-25 reverse stock split.

On March 28, 2025, the Company effectuated a 1-for-17 reverse stock split.

The reverse stock splits did not change the authorized number of shares of the Company’s common stock. No fractional shares were issued and any fractional shares resulting from the reverse stock splits were rounded up to the nearest whole share.

The reverse stock splits applied to the Company’s outstanding warrants, stock options and restricted stock units. The number of shares of common stock into which these outstanding securities are convertible or exercisable were adjusted proportionately as a result of the reverse stock splits. The exercise prices of any outstanding warrants or stock options were also proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.

### Impact of Inflation

We have recently experienced higher costs across our business as a result of inflation, including higher costs related to employee compensation and outside services. We expect inflation to continue to have a negative impact throughout 2025, and it is uncertain whether we will be able to offset the impact of inflationary pressures in the near term.

### Components of our results of operations

### Operating expenses

#### Direct costs of services

Direct cost of services consists primarily of costs incurred related to our technology and development of our Apps, including hosting and other technology related expenses. We expect our direct costs of services to increase in the future as we continue to develop and enhance our technology related to the faidr and podcasting Apps.

#### Sales and marketing

Our sales and marketing expenses consist primarily of salaries, direct to consumer (users for faidr and Discovr Radio) promotional spend and consulting services, all of which are related to the sales and promotion performed during the period. We expect our sales and marketing expenses to fluctuate period by period as we release new upgrades and enhancements within our Apps and look to generate revenue through customer acquisition, retention, and subscription conversion.

#### Research and development

Since our inception, we have focused significant resources on our research and development activities related to the software development of our technology. We account for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. We cease capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by our management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are impaired and expensed during the period of such determination. We expect to continue to incur research and development expenses and capitalization in the future as we continue to develop and enhance faidr and develop the Discovr Radio platform.

#### General and administrative

Our general and administrative expenses consist primarily of salaries and related costs, including payroll taxes, benefits, stock-based compensation, and professional fees related to auditing, tax, general legal services, and consulting services. We expect our general and administrative expenses to continue to increase in the future as we right-size our operating activities and prepare for commercialization of our products and support our operations as a public company, including increased expenses related to legal, accounting, insurance, regulatory and tax-related services associated with maintaining compliance with exchange listing and Securities and Exchange Commission requirements, directors and officers liability insurance premiums and investor relations activities.

#### Restructuring Costs

Our restructuring costs consist primarily of employee severance and related benefits, contract termination fees, and other costs incurred in connection with actions taken to streamline operations and align our cost structure with current business priorities. During the three months ended September 30, 2025, we implemented a restructuring plan that included workforce reductions and the termination of certain consulting arrangements. Additionally, we incurred legal and financial related costs in connection with the proposed business combination during the three months ended September 30, 2025.

#### Other income and expense

The other income and expense category primarily consists of interest expense attributed to the debt and conversion features of the Notes payable to related party.

### Results of operations

### Comparison of the Three Months Ended September 30, 2025 and 2024

The following table summarizes our results of operations:

|  | Three Months Ended September 30, 2025 | September 30, 2024 | Change $ | Change % |
| --- | ---: | ---: | ---: | ---: |
| Revenue | $– | $– | $– | 0.0% |
| Operating expenses: |  |  |  |  |
| Direct cost of services | 55,252 | 54,916 | 336 | 0.6% |
| Sales and marketing | 143,762 | 282,450 | (138,688) | -49.1% |
| Research and development | 317,626 | 233,085 | 84,541 | 36.3% |
| General and administrative | 698,940 | 881,439 | (182,499) | -20.7% |
| Restructuring | 806,432 | – | 806,432 | 100.0% |
| Depreciation and amortization | 357,946 | 495,960 | (138,014) | -27.8% |
| Total operating expenses | 2,379,958 | 1,947,850 | 432,108 | 22.2% |
| Loss from operations | (2,379,958) | (1,947,850) | (432,108) | -22.2% |
| Other expense: |  |  |  |  |
| Interest expense | (1,193) | (1,578) | 385 | -24.4% |
| Total other expense | (1,193) | (1,578) | 385 | 24.4% |
| Loss before income taxes | (2,381,151) | (1,949,428) | (431,723) | 22.1% |
| Provision for income taxes | – | – | – | 0.0% |
| Net loss | $(2,381,151) | $(1,949,428) | $(431,723) | 22.1% |

#### Revenue

Total revenues for the three months ended September 30, 2025 and 2024 were $0 as we continue to develop and enhance our faidr App and build out our Discovr artist portal to establish new revenue streams.

#### Direct cost of services

Direct Cost of Services increased by $336 or 0.6% to $55,252 for the three months ended September 30, 2025 compared to $54,916 for the three months ended September 30, 2024 due to increased music licensing costs.

#### Sales and marketing

Sales and marketing expenses decreased by $138,688 or (49.1%) to $143,762 for the three months ended September 30, 2025 compared to $282,450 for the three months ended September 30, 2024. The decrease in sales and marketing expenses was primarily attributed to a decrease in marketing promotion costs as we are focus on building out our new Discovr artist portal.

#### Research and development

Research and development expenses increased by $84,541 or 36.3% to $317,626 for the three months ended September 30, 2025 from $233,085 for the three months ended September 30, 2024 primarily due to an increase in research and development consulting fees incurred and lower amount capitalized as a result IT staff restructuring. We continue to develop enhancements to our faidr App and build out our Discovr artist portal and will continue capitalize software costs to the extent that such development qualifies for capitalization.

#### General and administrative

General and administrative expenses decreased by $182,499 or (20.7%) to $698,940 for the three months ended September 30, 2025 compared to $881,439 for the three months ended September 30, 2024. The decrease was due to a decrease in accounting, legal, and stock option expense.

#### Restructuring

Restructuring expenses increased by $806,432 or 100% for the three months ended September 30, 2025 compared to $0 for the three months ended September 30, 2024. We implemented changes to our IT department. These one-time restructuring expenses relate to payroll and benefits, severance, and onboarding of new outsourced IT team and expenses related to the proposed business combination.

#### Depreciation and amortization

Depreciation and amortization expenses decreased by $138,014 or (27.8%) to $357,946 for the three months ended September 30, 2025 compared to $495,960 for the three months ended September 30, 2024. Capitalized software costs have decreased, in which the ongoing amortization of our faidr App has also decreased.

#### Other expense, net

Total other expenses remained relatively flat and incrementally decreased by $385 or (24.4%) to $1,193 for the three months ended September 30, 2025 compared to $1,578 for the three months ended September 30, 2024.

### Comparison of the Nine Months Ended September 30, 2025 and 2024

The following table summarizes our results of operations:

|  | Nine Months Ended September 30, 2025 | September 30, 2024 | Change $ | Change % |
| --- | ---: | ---: | ---: | ---: |
| Revenue | $– | $– | $– | 0.0% |
| Operating expenses: |  |  |  |  |
| Direct cost of services | 169,388 | 153,316 | 16,072 | 10.5% |
| Sales and marketing | 564,360 | 645,713 | (81,353) | -12.6% |
| Research and development | 950,744 | 558,180 | 392,564 | 70.3% |
| General and administrative | 2,059,273 | 2,826,563 | (767,290) | -27.1% |
| Restructuring | 806,432 | – | 806,432 | 100.0% |
| Depreciation and amortization | 1,147,981 | 1,473,088 | (325,107) | -22.1% |
| Total operating expenses | 5,698,178 | 5,656,860 | 41,318 | 0.7% |
| Loss from operations | (5,698,178) | (5,656,860) | (41,318) | -0.7% |
| Other expense: |  |  |  |  |
| Interest expense | (4,191) | (170,933) | 166,742 | -97.5% |
| Change in fair value of warrants | – | (632,388) | 632,388 | -100.0% |
| Total other expense | (476,263) | (803,321) | 799,130 | -99.5% |
| Loss before income taxes | (5,702,369) | (6,460,181) | 757,812 | -11.7% |
| Provision for income taxes | – | – | – | 0.0% |
| Net loss | $(5,702,369) | $(6,460,181) | $757,812 | -11.7% |

#### Revenue

Total revenues for the nine months ended September 30, 2025 and 2024 were $0 as we continue to develop and enhance our faidr App and build out our new Discovr artist portal to establish new revenue streams.

#### Direct cost of services

Direct Cost of Services increased by $16,072 or 10.5% to $169,388 for the nine months ended September 30, 2025 compared to $153,316 for the nine months ended September 30, 2024 due to increased music licensing costs.

#### Sales and marketing

Sales and marketing expenses decreased by $81,353 or 12.6% to $564,360 for the nine months ended September 30, 2025 compared to $645,713 for the nine months ended September 30, 2024. The decrease in sales and marketing expenses was primarily attributed to a decrease in marketing promotion costs. We are focused on the proposed business combination and business restructuring efforts.

#### Research and development

Research and development expenses increased by $392,564 or 70.3% to $950,744 for the nine months ended September 30, 2025 from $558,180 for the nine months ended September 30, 2024 primarily due to an increase in research and development consulting fees incurred and lower amount capitalized as a result IT staff restructuring. We continue to develop enhancements to our faidr App and will continue capitalize software costs to the extent that such development qualifies for capitalization.

#### General and administrative

General and administrative expenses decreased by $767,290 or (27.1%) to $2,059,273 for the nine months ended September 30, 2025 compared to $2,826,563 for the nine months ended September 30, 2024. The decrease resulted primarily from a decrease in stock compensation expense and professional fees, such as, accounting and legal expenses due to potential acquisition efforts that occurred during the nine months ended September 30, 2024 and were not present in 2025.

#### Restructuring

Restructuring expenses increased by $806,432 or 100% for the nine months ended September 30, 2025 compared to $0 for the nine months ended September 30, 2024. We implemented changes to our IT department. These one-time restructuring expenses relate to payroll and benefits, severance, and onboarding of new outsourced IT team and expenses related to the proposed business combination.

#### Depreciation and amortization

Depreciation and amortization expenses decreased by $325,107 or (22.1%) to $1,147,981 for the nine months ended September 30, 2025 compared to $1,473,088 for the nine months ended September 30, 2024. Capitalized software costs have decreased, in which the ongoing amortization of our faidr App has also decreased.

#### Other expense, net

Total other expenses decreased by $799,130 or (99.5%) to $4,191 for the nine months ended September 30, 2025 compared to $803,321 for the nine months ended September 30, 2024, which was due to the change in fair value of warrants issued in connection with the repayment of notes payable to related party in April 2024.

### Liquidity and capital resources

### Sources of liquidity

We have incurred operating losses since our inception and have an accumulated deficit as a result of ongoing efforts to develop and commercialize our faidr and podcasting Apps. As of September 30, 2025, we had cash and cash equivalents of $2,727,166. We have working capital of approximately $2.2 million as of September 30, 2025. We anticipate that operating losses and net cash used in operating activities will increase over the next 12 months as we continue to develop and market our products. We secured $5.1 million of financing during the nine months ended September 30, 2025, and an additional $2.1 million subsequent to September 30, 2025, which will only be sufficient to fund our current operating plans into the third quarter of 2026. We have based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.

#### Equity Line Common Stock Purchase Agreement

On November 25, 2024, we entered into a new equity line Common Stock Purchase Agreement and a related registration rights agreement with White Lion. Pursuant to the Common Stock Purchase Agreement, we have the right, but not the obligation to require White Lion to purchase, from time to time, up to $10,000,000 in aggregate gross purchase price of newly issued shares of our common stock, subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement. On July 30, 2025, we amended the equity line Common Stock Purchase Agreement from $10,000,000 to $50,000,000 in aggregate gross purchase price of newly issued shares of our common stock.

In April 2025, we issued 25,000 shares of Common stock under the Equity Line Common Stock Purchase Agreement for total proceeds of $0.1 million.

In July and August 2025, we issued 970,000 shares of Common stock under the Equity Line Common Stock Purchase Agreement for total proceeds of $3.6 million.

#### At-the-Market Sales Agreement

During the nine months ended September 30, 2025, we issued 78,901 shares for aggregate proceeds of approximately $0.7 million pursuant to an At-the-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC, as sales agent (the “Agent”).

Under the Sales Agreement, we may sell shares of our common stock having an aggregate offering price of up to $10,000,000 from time to time, through an “at the market offering” (the “ATM Offering”). Subsequent to September 30, 2025, and as of the date of this filing, we have sold 928,860 shares under the Sales Agreement for proceeds of $2.1 million and currently have approximately $0.9 million of unsold availability under the ATM facility.

#### Series C Preferred Stock and Warrants Financing

On June 30, 2025, we entered into a Securities Purchase Agreement with accredited investors for a convertible preferred stock and warrants financing. We received $750,000 of gross proceeds in connection with the closing of this financing.

At the closing, we issued 750 shares of Series C convertible preferred stock (“Series C Preferred Stock”) at a purchase price of $1,000 per share of Series C Preferred Stock. The Series C Preferred Stock is convertible into Common Stock at an initial conversion price (“Series C Conversion Price”) of $4.77 per share of Common Stock. We also issued warrants exercisable for 314,466 shares of Common Stock with a five year term and an initial exercise price of $4.77 per share, which was subsequently adjusted to $2.2165.

The proceeds of this financing, together with other available cash resources, will be used for general corporate purposes.

### Cash Flow Analysis

Our cash flows from operating activities have historically been significantly impacted by our investment in sales and marketing to drive growth, and research and development expenses. Our ability to meet future liquidity needs will be driven by our operating performance and the extent of continued investment in our operations. Failure to generate sufficient revenues and related cash flows could have a material adverse effect on our ability to meet our liquidity needs and achieve our business objectives.

The following table summarizes the statements of cash flows for the nine months ended September 30, 2025 and 2024:

| Net cash provided by (used in): | Nine Months Ended September 30, 2025 | 2024 |
| --- | ---: | ---: |
| Operating activities | $(4,335,812) | $(3,803,324) |
| Investing activities | (534,012) | (799,535) |
| Financing activities | 4,890,671 | 7,572,130 |
| Change in cash | $20,847 | $2,969,271 |

#### Operating activities

Cash used in operating activities for the nine months ended September 30, 2025 was ($4,335,812), primarily resulting from our net loss of ($5,702,369), change in working capital of $5,368 primarily related to an increase in accounts payable and accrued liabilities, and non-cash charges of $1,361,189 related to depreciation and amortization and share based compensation expense. Cash used in operating activities for both periods consisted of personnel-related expenditures, marketing and promotion costs, and public company administrative support costs such as legal and other professional support services.

Cash used in operating activities for the nine months ended September 30, 2024 was ($3,803,324), primarily resulting from our net loss of ($6,460,181) and change in working capital of $112,262, offset by non-cash charges of $2,544,594 related to depreciation and amortization, share based compensation expense, and the change in fair value of warrants. Cash used in operating activities for both periods consisted of personnel-related expenditures, marketing and promotion costs, and public company administrative support costs such as legal and other professional support services.

#### Investing activities

Cash flows used in investing activities for the nine months ended September 30, 2025 was $(534,012), consisting of capitalization of software development expenses and patent expenses.

Cash used in investing activities for the nine months ended September 30, 2024 was ($799,535), consisting of the capitalization of software development expenses and purchase of computer equipment.

#### Financing activities

Cash flows generated in financing activities for the nine months ended September 30, 2025 was $4,890,671 and primarily related to cash proceeds from the issuance of common shares of $4,368,296 and cash proceeds (net of issuance costs) from the issuance of Series C preferred stock of $700,000, partially offset by offering costs of $178,192.

Cash provided by financing activities for the nine months ended September 30, 2024 was $7,572,130, which consisted of cash proceeds from the issuance of common shares of $8,176,048 and cash proceeds from the issuance of preferred shares of $2,238,575. This was partially offset by the repayment of the note payable to related party of $2,750,000, payment of offering costs of $72,807 and net settlement of share-based compensation liability of $19,686.

### Funding Requirements

We historically have incurred significant losses and negative cash flows from operations since our inception and had an accumulated deficit of $95,262,663 and $89,428,436 as of September 30, 2025 and December 31, 2024, respectively. As of September 30, 2025 and December 31, 2024, we had cash and cash equivalents of $2,727,166 and $2,706,319, respectively. Our cash is comprised primarily of demand deposit accounts and money market funds. We secured $5.1 million of financing during the nine months ended September 30, 2025, and an additional $2.1 million subsequent to September 30, 2025, which will only be sufficient to fund our current operating plans into the third quarter of 2026. We have based these estimates, however, on assumptions that may prove to be wrong. We will need additional funding to complete the development of our full product line and scale products with a demonstrated market fit. Management has plans to secure such additional funding. If we are unable to raise capital when needed or on acceptable terms, we would be forced to delay, reduce, or eliminate our technology development and commercialization efforts.

We expect our expenses to increase in connection with our ongoing activities, particularly as we continue the development, and marketing and promotion of faidr. In addition, we expect to continue to incur additional costs associated with operating as a public company, including legal, accounting, investor relations and other expenses. Our future funding requirements will depend on many factors, including, but not limited to:

- the scope, progress, results, and costs related to the market acceptance of our products;
- the ability to attract podcasters and content creators to faidr and retain listeners on the platform;
- the costs, timing, and ability to continue to develop our technology;
- effectively addressing any competing technological and market developments; and
- avoiding and defending against intellectual property infringement, misappropriation and other claims.

31

### Off-balance sheet arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

### Critical Accounting Estimates

Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we continually evaluate our estimates and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results may materially differ from these estimates made by management under different assumptions and conditions.

Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position, are described below. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

### Software Development Costs

The Company accounts for costs incurred in the development of computer software as software research and development costs until the preliminary project stage is completed, management has committed to funding the project, and completion and use of the software for its intended purpose is probable. The Company ceases capitalization of development costs once the software has been substantially completed and is available for its intended use. Software development costs are amortized over a useful life estimated by the Company’s management of three years. Costs associated with significant upgrades and enhancements that result in additional functionality are capitalized. Capitalized costs are subject to an ongoing assessment of recoverability based on anticipated future revenues and changes in software technologies. Unamortized capitalized software development costs determined to be in excess of anticipated future net revenues are impaired and expensed during the period of such determination.

### Equity-based compensation

Certain of our employees and consultants have received grants of common shares in our company. These awards are accounted for in accordance with guidance prescribed for accounting for equity-based compensation. Based on this guidance and the terms of the awards, the awards are equity classified. The common shares receive distributions if any in an order of priority in accordance with our limited liability company agreement.

The fair value of each award is determined using the Black-Scholes option-pricing model which values options based on the stock price at the grant date, the expected life of the option, the estimated volatility of the stock, and the risk-free interest rate over the expected life of the option. The expected volatility was determined considering comparable companies historical stock prices as a peer group for the fiscal year the grant occurred and prior fiscal years for a period equal to the expected life of the option. The risk-free interest rate was the rate available with a term equal to the expected life of the option. The expected life of the option was estimated based on a mid-point method calculation.

### Emerging growth company and smaller reporting company status

The Jumpstart Our Business Startups Act of 2012 permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected to not “opt out” of this provision and, as a result, we will adopt new or revised accounting standards at the time private companies adopt the new or revised accounting standard and will do so until such time that we either (i) irrevocably elect to “opt out” of such extended transition period or (ii) no longer qualify as an emerging growth company.

We are also a “smaller reporting company” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

## Market risk

As filed, 153 characters.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

## Controls and procedures

As filed, 1,529 characters.

### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

### Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting during the nine months ended September 30, 2025.

## Risk factors

As filed, 388 characters.

In addition to the information set forth in this Form 10-Q, you should carefully consider the risk factors disclosed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to our risk factors from those included in our Annual Report on Form 10-K for the year ended December 31, 2024.

Filed Nov 6, 2025.
Source: SEC EDGAR, the filing index for accession 0001683168-25-008031. Last ingested by Listed: Nov 6, 2026, 18:21 ET. No prices; not investment advice.