SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Minicozzi Richard Michael

(Last)

(First)

(Middle)

2100 CENTRAL AVENUE, SUITE 200

(Street)

BOULDER

80301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AUDDIA INC. [ AUUD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	$2.1	04/17/2023		J			300,000⁽¹⁾	11/14/2022⁽¹⁾	11/14/2027	Common Stock	300,000	⁽¹⁾	0	D
Warrants (right to buy)	$0.61	04/17/2023		P		650,000⁽²⁾		04/17/2023	04/17/2028	Common Stock	650,000	⁽⁴⁾	650,000	D
Warrants (right to buy)	$0.61	04/17/2023		P		600,000⁽³⁾		04/17/2023	04/17/2028	Common Stock	600,000	⁽⁴⁾	600,000	D
Secured Bridge Note (conversion right)	$0.61	04/17/2023		P		162,295⁽⁵⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	162,295	⁽⁵⁾	162,295⁽⁵⁾	D

Explanation of Responses:

1. As part of a $2.2 million secured bridge note private placement financing dated November 14, 2022, the reporting person was issued a common stock purchase warrant for 300,000 shares. The warrant had a five year term and a fixed exercise price of $2.10 per share. The warrant was immediately exercisable. In connection with a subsequent secured bridge note private placement financing dated April 17, 2023, this warrant was cancelled by agreement of the parties. This warrant was never exercised and no common shares were ever issued in respect of this warrant.

2. As part of a $825,000 secured bridge note private placement financing dated April 17, 2023, the reporting person was issued a common stock purchase warrant for 650,000 shares. The warrant has a five year term and a fixed exercise price of $0.61 per share. 50% (325,000 shares) of this warrant is immediately exercisable. 50% (325,000 shares) will only become exercisable if the term of the 4/17/2023 secured bridge note is extended in accordance with the terms of such note.

3. In connection with the April 17, 2023 financing, the reporting person was also issued an additional common stock purchase warrant for 600,000 shares. The warrant has a five year term and a fixed exercise price of $0.61 per share. 50% (300,000 shares) is immediately exercisable. 50% (300,000 shares) of this warrant will only become exercisable if the term of the 11/14/2022 secured bridge note is extended in accordance with the terms of such note.

4. The warrants were issued in connection with the reporting person's purchase of a secured bridge note in a private placement on April 19, 2023. No specific portion of the aggregate purchase price was allocated to the note or the warrants.

5. At the 7/31/2023 maturity date for the $825,000 secured bridge note, the holder has the option to convert accrued/unpaid interest and original issue discount into shares of common stock at a fixed conversion price of $0.61 per share. The Company has an option to extend the maturity date to November 30, 2023. Accordingly, the number of potential conversion shares cannot be calculated precisely at this point. The 162,295 shares disclosed above assumes that the conversion option could be exercised as of 7/31/2023, at which time $99,000 (i.e. $75,000 of OID and $24,000 of interest) could be converted into 162,295 shares using the $0.61 fixed conversion price. No specific portion of the $750,000 aggregate purchase price was allocated to the conversion feature of the note.

	/s/ Richard Minicozzi	04/19/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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