AUDDIA INC. (AUUD): Entry into a Material Definitive Agreement
AUDDIA INC. (AUUD) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-10.4 5 auddia_ex1004.htm SENIOR UNSECURED BRIDGE NOTE OF VOYEX, LLC DATED JULY 17, 2026 Exhibit 10.4 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), OR UNDER THE SECURITIES LA
How this was made
The 30-second read
Why it matters
The note’s economics link funding, conversion, and repayment to merger outcomes and future equity financings. Automatic conversion occurs if a “Qualified Financing” raises at least $1,000,000, converting at 0.80x the investors’ per-share cash price, which can dilute existing holders. If a change of control occurs while outstanding, the holder receives cash repayment of principal plus accrued interest and a 50% premium on principal, increasing downside in a takeover scenario.
Market read
Traders can reassess merger-financing risk and dilution probability based on the note’s conversion trigger thresholds and the change-of-control repayment premium.
What to watch
Key sensitivity is whether the merger agreement termination and any change of control occur, since the note’s maturity date and repayment premium are explicitly tied to those events.
Background
The 8-K discloses entry into a material definitive agreement, including an exhibit for a senior unsecured bridge note issued by Voyex, LLC, referencing a pending merger agreement between Auddia Inc. and Thramann Holdings LLC.
Ticker impact
Auddia entered a material definitive agreement via a senior unsecured bridge note with up to $50,000 principal and 8% interest, tied to its merger timeline.
Likely modest, two-sided reaction: investors may price in financing optionality and potential dilution if a qualifying equity financing occurs.
The filing is a primary disclosure (8-K exhibit) with specific economics: $50,000 max, 8% interest, automatic conversion at 0.80x the qualified financing share price, and a 50% principal repayment premium upon a change of control. However, the principal cap appears small, limiting immediate valuation impact.
Market effects
Limited sector read-across; this is company-specific merger financing and conversion mechanics.
No clear regional spillover beyond US microcap risk appetite.
Minimal global relevance given the small disclosed maximum principal and private-transaction structure.
Counterpoint
The $50,000 maximum principal and conversion mechanics may be immaterial to equity value, so the market may largely ignore the filing unless follow-on financing is imminent.
Key entities
- issuerAuddia Inc.
Subject of the 8-K; referenced as the party to a pending merger agreement and as the entity whose net cash is defined in the note.
- counterpartyVoyex, LLC
The bridge note issuer in the disclosed exhibit; obligations are senior unsecured and tied to conversion/repayment mechanics.
- merger counterpartThramann Holdings LLC
Referenced as the other party to the pending merger agreement that drives the note’s maturity date.
