Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Commission File No. 001-40071

AUDDIA INC.

(Exact Name of Registrant as Specified in Its Charter)

(303) 219-9771

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☐☒ No ☒☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes ☐No☒

As of May 14, 2021, 11,291,829August 12, 2022, 12,514,763 shares of the registrant’s common stock, $0.001 par value per share, were outstanding.

AUDDIA INC.

20212022 QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

Unless we state otherwise or the context otherwise requires, the terms “Auddia,” “we,” “us,” “our” and the “Company” refer to Auddia Inc., a Delaware corporation.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward-looking statements that involve risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “continue” or the negative of these terms or other comparable terminology.

Forward-looking statements are neither historical facts nor assurances of future performance, and are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

These forward-looking statements speak only as of the date of this Form 10-Q and are subject to business and economic risks. We do not undertake any obligation to update or revise the forward-looking statements to reflect events that occur or circumstances that exist after the date on which such statements were made, except to the extent required by law.

PART I – FINANCIAL INFORMATION

Auddia Inc.

Condensed Balance Sheets (Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Auddia Inc.

Condensed Statements of Operations (Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Auddia Inc.

Condensed Statements of Changes in Stockholders’ Equity (Unaudited)

Six Months Ended June 30, 2021

Six Months Ended June 30, 2022

The accompanying notes are an integral part of these unaudited condensed financial statements.

Auddia Inc.

Condensed Statements of Changes in Shareholders’ Equity (Deficit)Cash Flows (Unaudited)

Three Months Ended March 31, 2020

Three Months Ended March 31, 2021

The accompanying notes are an integral part of these unaudited condensed financial statements.

Auddia Inc.

Condensed Statements of Cash Flows (Unaudited)

The accompanying notes are an integral part of these unaudited condensed financial statements.

Auddia Inc.

Notes to Condensed Financial Statements (Unaudited)

Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

Description of Business

Auddia Inc., formerly Clip Interactive, LLC, (the “Company”, “Auddia”, “we”, “our”) is a technology company that makes radio broadcastsis reinventing how consumers engage with audio through the development of a proprietary AI platform for audio and streaming audio content digitally actionable and measurable. On January 14, 2012,innovative technologies for podcasts. Clip Interactive, LLC was initially formed as a Colorado limited liability company on January 14, 2012 and on November 25, 2019 changed its trade name to Auddia.

On February 16, 2021, the Company completed an initial public offering (the “IPO”) of 3,991,818 units, at $4.125 per unit, consisting of one share of common stock and one Series A warrant to purchase one share of common stock at an exercise price of $4.54 per share. In addition, the underwriters exercised their option to purchase 598,772 Series A warrants to cover over-allotments.over-allotments and were issued 319,346 in representative warrants at an exercise price of $5.15625 per share. After deducting underwriters commissions and expenses, the Company received net proceeds of approximately $15.1 million and its common stock startedcommenced trading on Nasdaq under the ticker symbol “AUUD”. Concurrently with the IPO, holders of the Company’s promissory notes, convertible notes, and related party notes, along with accrued interest, were converted into 6,814,570 shares of the Company’s common stock.

EffectiveConcurrently with the IPO the Company converted from a Colorado limited liability company to a Delaware corporation. This accounting change has been given retrospective treatment in the condensed financial statements.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

Unaudited interim financial information

The condensed financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this Quarterly Report, as is permitted by such rules and regulations. Accordingly, these condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K. The results for any interim period are not necessarily indicative of results for any future period.

Use of Estimates

The preparation of condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The condensed financial statements include some amounts that are based on management's best estimates and judgments. The most significant estimates relate to valuation of capital stock, warrants and options to purchase shares of the Company's common stock, and the estimated recoverability and amortization period for capitalized software development costs. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.

Reclassification of Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

Risks and Uncertainties

The Company is subject to various risks and uncertainties frequently encountered by companies in the early stages of development. Such risks and uncertainties include, but are not limited to, its limited operating history, competition from other companies, limited access to additional funds, dependence on key personnel, and management of potential rapid growth. To address these risks, the Company must, among other things, develop its customer base; implement and successfully execute its business and marketing strategy; develop follow-on products; provide superior customer service; and attract, retain, and motivate qualified personnel. There can be no guarantee that the Company will be successful in addressing these or other such risks.

Cash and Restricted Cash

The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company had no0 cash equivalents at March 31, 2021June 30, 2022 or December 31, 2020. Restricted cash at March 31, 2021 represents cash held as collateral for the outstanding balance on our line of credit.2021.

The Company maintains cash deposits at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company’s cash balance may at times exceed these limits. At March 31, 2021June 30, 2022 and December 31, 2020,2021, the Company had approximately $7.7 million$2,022,091 and $0,$5,910,758, respectively, in excess of federally insured limits. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests.

Deferred OfferingSoftware 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 five 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 certain legal, professional accountingsoftware development costs determined to be in excess of anticipated future net revenues are considered impaired and expensed during the period of such determination. Software development costs of $617,411 and $259,463 were capitalized for the three months ended June 30, 2022 and 2021, respectively and $1,278,625 and $551,538 were capitalized for the six months ended June 30, 2022 and 2021, respectively. Amortization of capitalized software development costs were $262,703 and $0 for the three months ended June 30, 2022 and 2021, respectively and $430,739 and $0 for the six months ended June 30, 2022 and 2021, respectively and are included in depreciation and amortization expense.

Revenue Recognition

Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer and will exclude any sales incentives and amounts collected on behalf of third parties. We will recognize revenue when we satisfy a performance obligation by transferring control over a service or product to a customer. We will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in our condensed statements of operations. Collected taxes will be recorded within Other current liabilities until remitted to the relevant taxing authority.

Subscriber revenue will consist primarily of subscription fees and other third-party fees thatancillary subscription-based revenues. Revenue will be recognized on a straight-line basis when the performance obligations to provide each service for the period are directly associated with in-process stock financingssatisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions.

Customers may pay for the services in advance of the performance obligation and therefore these prepayments are recorded as deferred offering costs until such financings were consummated. After consummationrevenue. The deferred revenue will be recognized as revenue in our statement of operations as the services are provided.

Share-Based Compensation

The Company accounts for share-based compensation arrangements with employees, directors, and consultants and recognizes the compensation expense for share-based awards based on the estimated fair value of the equity financing, these costs were recordedawards on the date of grant in accordance with ASC 718.

Compensation expense for all share-based awards is based on the estimated grant-date fair value and recognized in earnings over the requisite service period (generally the vesting period). The Company records share-based compensation expense related to non-employees over the related service periods.

Certain stock awards include a net-share settlement feature that provides the grantee an option to withhold shares to satisfy tax withholding requirements and are classified as a reductionshare-based compensation liability. Cash paid to additional paid-in capital generatedsatisfy tax withholdings is classified as a resultfinancing activities in the condensed statements of the offering.cash flows.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies.

Note 2 – Revenue RecognitionProperty & Equipment and Software Development Costs

Legacy platform phase out

From 2014 through 2020,Property and equipment and software development costs consisted of the Company was successful in deploying its platform across 580 major radio stations and 1.6 million monthly active users. The Company’s legacy product served the broadcast industry by providing a platform that allows for the delivery of actionable digital ads that are synchronized with broadcast and streaming audio ads. Broadcasters offer mobile and web digital interfaces to their listeners, typically for their individual stations. Our Interactive Radio Platform provides mobile and web products that provide end users (listeners) with a visual display of everything a radio station has played in recent history (referred tofollowing as a “station feed”).of:

In addition to displaying album art for songs played, and digital insertions for station promotions and programs (e.g., a radio station contest), the station feed also includes a digital element for each audio ad that was played. These interactive, synchronized digital ads generate additional revenue for broadcasters and allowed for the collection of meaningful advertising analytics which we present to broadcasters through an analytics dashboard.

The Company began phasing out its Interactive Radio Platform in early 2020recognized depreciation expense of $16,393 and ceased operations$5,040 for the six months ended June 30, 2022 and 2021, respectively related to the legacy platform by August 1, 2020. Muchproperty and equipment and amortization expense of the core technology of this platform is being leveraged for re-use with our new products, Auddia$430,739 and Vodacast, currently under development. Furthermore, our well established relationships with more than a dozen broadcasters through the sales, marketing and digital services operations are being maintained as we seek to deploy the Auddia App at national scale.

The Company’s legacy contracts with customers generally fell within two formats: (1) those that encompass development services, access to the Company’s interactive technology platform through a hosted business model and the ability to execute placement of spot advertising through the Company’s interactive technology platform, or (2) contracts exclusively for digital advertising placement of spot ads through the Company’s mobile apps and web players. The Company allocated the transaction price to each separate performance obligation as applicable within each contract based upon their relative selling prices.

Development service fee revenue

Revenue generated from development services were comprised of services$0 for the six months ended June 30, 2022 and 2021, respectively related to software development design and customization of software applications for station branded mobile apps and web/desktop players for radio stations. The mobile apps enabled our customer’s users to interact with the live broadcast and streaming content while providing attribution to each station and enabling local and national digital monetization capabilities.costs.

The web/desktop player provided a listening platform that enables full interactive radio capabilities for desktop users that prefer web based listening. The Company determined that the development, design, build and deployment, configuration, and customization are a bundle of professional services provided to the customer for the purpose of the Mobile and Web Desktop Apps and were considered a single performance obligation. Revenue was recognized over time as the services are satisfied and any advanced payments received were not recognized as revenue but instead was recorded in a deferred contract liability until the customer’s services were satisfied. The Company no longer provides these services.

Platform services fee revenue

Revenue generated from platform services were comprised of the customer’s use of the Company’s interactive technology platform that includes access rights to use the licensed software, software hosting, support and maintenance, data tracking analytics, advertising trafficking and monitoring of the mobile app and web/desktop player applications. The Company determined that the hosting of software, license access, support, training, maintenance and unspecified periodic upgrades or updates, monitoring hardware, interactive content management, access to content library, data and analytics dashboard, programming and Ad campaign training were a bundle of product and services that have the same period and pattern of transfer as the service to access the Company’s Platform and have been treated a single performance obligation. Revenue was recognized over time as the customer simultaneously receives and consumes the benefits provided by the Company’s platform services. The Company no longer provides these services.

Advertising revenue

The Company legacy contracts generated advertising revenue in two distinctive forms: one which was from third party advertisers that placed ads on the Company’s mobile apps and web players which were separate customer contracts whereby such advertising access was the only service and performance obligation within those contracts, and second was ad placements on the same platform but managed by the Company for its customers in connection with its contracts to provide development services and Platform access services to its customers.

The external advertising revenues were comprised of local and national interactive spots that were sourced and managed by customers or by third party service providers (such as Google), whereby the Company received a portion of the dollars spent by the advertiser. In late 2018, the Company decided to move to only internally managed digital advertising for 2019 and discontinued revenue sharing agreements with clients for advertising sourced by the client. Revenue was recognized as performance obligations were satisfied on a net basis as the Company was acting as an agent, which generally occurred as ads were delivered through the platform. We generally recognized revenue based on delivery information from the external providers campaign trafficking systems.

The internal advertising revenues were comprised of advertising fees for local and national interactive spot and local or digital only advertising campaign fees that were managed by the Company. For these advertising spots, the Company retained all the money spent on the advertising campaigns run on the Company’s interactive platform. Revenue was recognized as performance obligations were satisfied, which generally occurred as ads were delivered through the platform.

For Interactive and Digital Campaign and Spot Ad Fees which could include customer digital and interactive spot ad campaigns, interactive spot campaigns, the revenue was recognized at a point in time under the “as-invoiced” practical expedient, since customer usage driven variability was not required to be estimated but rather is allocated to the distinct time period in which the variable activity occurred.

Certain customers received platform fee credits or advertising discounts, which were considered as variable consideration in the determination of the transaction price. These performance obligations related to the fixed price arrangements were discounted ratably based on their relative standalone selling prices.

The Company is no longer providing these services.

Contract assets and liabilities

The Company had no contract assets or contract liabilities at March 31, 2021 or December 31, 2020. The Company does not have any customer contracts, as the Company no longer provides the services mentioned above.

Practical expedients and exemptions

We expensed sales commissions when incurred because the duration of the contracts for which we paid commissions were less than one year. These costs were included in the sales and marketing line item of our Statements of Operations. Currently the Company does not have any significant acquisition costs which have been incurred associated with the acquisition of its customer contracts and therefore, no deferred customer acquisition costs have been recorded.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

The following table presents revenues disaggregated by revenue source:

Note 3 – Balance Sheet Disclosures

Accounts payable and accrued liabilities consist of the following:

Note 4 – Line of Credit

The Company entered intohad a line of credit with a bank originally dated November 7, 2012 and amended itwhich was repaid in full on November 5, 2016. On April 10, 2018 the Company refinanced its line-of-credit with a different bank and amended this agreement in July 2019 and March8, 2021. The available principal balance under the line of credit is currently $2,000,000, and the outstanding balance accrues interestInterest accrued at a variable rate based on the bank’s prime rate plus 1% (3.75%(4.25% at March 31, 2021 and MarchDecember 31, 2020) but at no time less than 4.0%. Monthly interest payments arewere required, with any outstanding principal due on July 10, 2021. Interest expense for the six months ended June 30, 2022 and 2021 was $0 and $69,132, respectively.

The line of credit iswas collateralized by all assets of the Company, including $2 million$2,000,000 of cash held in a control account at the lender. The Company also maintainsmaintained a minimum balance at the lender to cover two months of interest payments. Prior to our IPO, the line of credit was collateralized by $6,000,000 of cash assets of two shareholders held in control accounts at the lender.

Following the Company’s IPO in February 2021 the line of credit was amended and the Company paid down the outstanding principal balance on its bank line of credit from $6 million$6,000,000 to $2 million$2,000,000 and the available principal balance for the line of credit was reduced from $6 million$6,000,000 to $2 million. As of March 31, 2021, $2.0 million of our cash serves as collateral for our outstanding balance on$2,000,000. Further, the line of credit. The $6 million$6,000,000 of cash collateral previously provided by the two shareholders was released.

The outstandingremaining principal balance onof $2,000,000 was repaid in full and the line of credit at March 31, 2021 and December 31, 2020 was $2,000,000 and $6,000,000, respectively and the line was fully drawn as of March 31,terminated on July 8, 2021.

The shareholder who previously provided the $2,000,000 control account had a collateral agreement with the Company which is described in Note 5.6. This agreement was terminated in March 2021.

Note 5 – Convertible Notes Payable, Notes Payable to Related Parties and Promissory Notes

Convertible notes payable

During the year ended December 31, 2020 investors purchased an additional $404,601 of ourThe Company had convertible notes such thatoutstanding at December 31, 2020 in the balanceamount of the convertible notes, including$2,295,305, inclusive of accrued interest, was $2,295,305.interest. These convertible notes accrued interest at 6.0%6.0% per year and were scheduled to mature on December 31, 2021.2021. In conjunction with the February 2021 IPO, the Notes automatically converted into 2,066,176 shares of common stock at discounts ranging from 50% to 75% of the IPO price. Interest expense for the six months ended June 30, 2022 and 2021 was $0 and $16,586, respectively.

Accrued fees to a related party

The Company had an agreement with a shareholder to provide collateral for a bank line of credit described in Note 4 – Line of Credit. The amount of the cash collateral provided by the shareholder to the bank was $2.0 million.$2,000,000. The collateral agreement required a commitment to pay collateral fees of $710,000 (comprised of annual interest of $660,000 plus the $50,000 renewal fee) to the shareholder and issue 3,454 common stock warrants. In January 2019, in connection with the collateral agreement, the Company converted accrued fees of $725,000$725,000 into an unsecured note payable, which bearsbore interest at 33%33% annually and had a maturity date of December 31, 2021.2021. The fees accruingthat accrued on the collateral arrangement arewere 33% percent of the collateral amount annually plus an annual renewal fee of $50,000. Interest expense for the threesix months ended March 31,June 30, 2022 and 2021 was $0and 2020 was $120,381 and $212,952,$208,727, respectively. The balance outstanding on the accrued collateral fees was $1,960,336 at December 31, 2020, excluding the $725,000 unsecured note payable. This collateral agreement terminated in March 2021.

In conjunction with the February 2021 IPO, the notes payable and accrued interest due to this shareholder were converted to 1,667,859 shares of common stock.

Promissory notes payable

During the twelve months ended The Company had promissory notes payable outstanding that were scheduled to mature on December 31, 2020, the Company issued, to a number of existing shareholders, in four separate tranches, $1,857,764 of Promissory Notes that2021 and accrue interest at a rate of 6% per year and mature on December 31, 2021. When issued, the notes incorporated the following attributes: interest on the Notes accrue at 6% and upon the successful completion of a qualified IPO by December 31, 2021, the6%. The notes and accrued interest would convert into equity, upon a qualified IPO at a per share valuation equal to $40.0 million. In addition, each investor in the Promissory Notes would receive shares and warrants based on a formula that takes into account the number of shares and warrants the investor owned before the investment in these Promissory Notes, as well as a portion of the bonus allocation of 1,038,342 shares made available to the investors. Interest expense for the six months ended June 30, 2022 and 2021 was $0 and $14,454, respectively.

In conjunction with the February 2021 IPO, all of the Promissory Notes collectively converted into 3,080,535 shares of common stock.

The Company recognized a finance charge to interest expense of $8,141,424$8,141,424 related to the conversion of the convertible notes, notes payable to related parties and promissory notes during the three months ended March 31,in February 2021.

Note 6 – Notes Payable

Notes payable to related parties and deferred salary

An executive officer of the Company agreed to defer receipt of compensation to preserve liquidity in the Company. The accumulated amount of compensation owed to this executive officer was approximately $631,000 at December 31, 2020.$631,000. The Company paid this deferred compensation in the first quarter of 2021.

During 2019, theThe Company issuedhad convertible notes payable (the "Notes") to three related parties for $80,000, $200,000in the amounts of $200,000 and $50,000, respectively. The Notes did not accrue interest or have$50,000, without a stated interest rate or stated maturity date. The outstanding note payable for $80,000 was repaid in January 2020. In December 2019, the two other note holders elected to convert their notes into convertible Notes due December 31, 2021. Two other existing investors who were owedentered into a total of $17,197 forconvertible note related to services byprovided to the Company also agreed to convert their payables into convertible Notes. During 2019in the amount of $17,197. The Company also issued a convertible note payable to a related party for consulting services incurred by the Company in the amount of $486,198. As$486,198. The Company paid these Notes in the first quarter of December 31, 2020, the outstanding balance for consulting services was $440,904.2021.

In October 2019,The Company had a shareholder obtained $400,000 of short term financing from an unrelated lender. The shareholder then agreed to make the proceedsloan of that short term financing available to the Company. In exchange, the Company assumed responsibility for all payments and charges (including principal, interest and fees) required under such short term financing agreement. Under the agreement the Company was advanced $188,000, net of $12,000 in closing fees, and the remaining $200,000 was put into an escrow account owned and controlled by the shareholder. A loan financing fee in the amount of $100,000 is due upon maturity, of which the amount relating to 2019 of $75,000 is included in accrued expenses at December 31, 2019. In December 2019, the Company made a principal payment in the amount of $57,203, and accordingly, the outstanding principal balance was $142,797 at December 31, 2019, and is included in Notes payable to related parties on the balance sheet. The remaining balance of $242,797 which included principal and loan financing fees, was repaid in January 2020.

In February 2020, the Company obtained a new $500,000 $500,000 short term loan from the samea related party. The Company was advanced $485,000, net of $15,000 in closing fees, and immediately placed $140,741 into an escrow account, owned and controlled by the shareholder to provide funds for the scheduled repayments. Repayment of the principal and loan financing fee occurs through weekly payments of $17,593 until the loan and financing fee is paid in full. The loan financing fee increases with the length of the payback period and is maximized at $165,000 after month five. The outstanding balance was repaid in February 2021.

Cares Act Paycheck Protection Program loan

In April 2020, theThe Company entered into a promissory note evidencing an unsecured loan (the “First Loan”) in the amount of $268,662$268,662 made to the Company under the Paycheck Protection Program (the “PPP”). In January 2021, the Company entered into a second promissory note (the “Second Loan” or combined with the first loan, the “PPP Loans”) of $267,482$267,482 under the PPP. The PPP was established under the CARES Act and is administered by the U.S. Small Business Administration.

The First Loan matureswas set to mature in April 2022 and the Second Loan matureswas set to mature in January 2023. The PPP Loans bearbore interest at a rate of 1% per annum. Beginning November 2020, the Company iswas required to make 18 monthly payments of principal and interest in the amount of $14,370 related to the First Loan. The PPP Loans may be prepaid by the Company at any time prior to maturity with no prepayment penalties. The proceeds from the LoanLoans may only be used for payroll costs (including benefits), interest on mortgage obligations, rent, utilities and interest on certain other debt obligations.

The PPP Loans containcontained customary events of default relating to, among other things, payment defaults, making materially false and misleading representations to the lender or breaching the terms of the Loan documents. The occurrence of an event of default will result in an increase in the interest rate to 18%18% per annum and provides the lender with customary remedies, including the right to require immediate payment of all amounts owed under the PPP Loans.

Pursuant to the terms of the CARES Act and the PPP, the Company plans to apply to the lenderapplied for forgiveness for the amount due onboth the PPP Loans, which it has already initiated.Loans. On June 15, 2021, the Company received confirmation that the First Loan was approved for forgiveness and the Company recorded $268,662 in PPP loan extinguishment to other income during the year ended December 31, 2021. On November 2, 2021, the Company received confirmation that the Second Loan was approved for forgiveness and the Company recorded $267,482 in PPP loan extinguishment to other income during the year ended December 31, 2021. The amount eligible for forgiveness iswas based on the amount of Loan proceeds used by the Company (during the eight-week period after the lender makes the first disbursement of Loan proceeds) for the payment of certain covered costs, including payroll costs (including benefits), interest on mortgage obligations, rent and utilities, subject to certain limitations and reductions in accordance with the CARES Act and the PPP. While the Company expects 100% of the loan to be forgiven, no assurance can be given that the Company will obtain forgiveness of the PPP Loans in whole or in part.

Note 7 – Commitments and Contingencies

Operating Lease

In April 2021, the Company entered into a lease agreement for a new primary office space in Boulder, Colorado comprising of 8,639 square feet. The lease commenced on May 15, 2021 and terminates after 12 months. The lease has an initial base rent of $7,150 per month, with the first 15 days rent free and includes three separate six month renewal options, subject to fixed rate escalation increases. The Company leasesexercised it’s first six month renewal option to extend the lease through November 2022. The Company previously leased approximately 3,000 square feet of office space under a non-cancelable operating sublease. Rent expense was $18,053 and $18,639 for the three months ended March 31, 2021 and 2020, respectively. In October 2019, the Company entered into a new sublease, with monthly rent of $5,000 plus a pro-rata share of utilities. In October 2020, the Company renewed this sublease for an additional seven months, on the same terms, which will expirethat expired on April 30, 2021. We recently entered into a new sublease for a new principal office and is discussed in more detail in Note 10.Rent expense was as follows: 

Litigation

In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company.

Collateral Fees

The Company previously had a commitment to pay annual collateral fees as described in Note 6. This commitment terminated in March 2021. 

Note 8 - Share-based CompensationIssuances

Stock Options

The following table presents the activity for stock options outstanding:

The following table presents the composition of options outstanding and exercisable:

________________________ 

*

*	Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively.

During the six months ended June 30, 2022, the Company granted 293,750 stock options to certain executives and key employees. Under the terms of the option agreements, the options are subject to certain vesting requirements. 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 from the St. Louis Federal Reserve Bank 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.

Restricted Stock Units

The following table presents the activity for restricted stock units outstanding: 

Warrants

The following table presents the activity for warrants outstanding:

In connection with the February 2021 IPO, the Company issued 3,991,818 warrants to purchase shares of common stock.stock and issued to 598,772 warrants to its underwriters to cover over-allotments. The Company also issued 319,346 of representative warrants to its underwriters 598,772to purchase shares of common stock and these representative warrants to cover over-allotments. contain a cashless exercise feature.

During the six months ended June 30, 2022 certain holders of our Pre-IPO warrants exercised 148 warrants for 112 shares of common stock at the net exercise price of $0.87 per share.

All of the outstanding warrants are exercisable and have a weighted average remaining contractual life of approximately 4.793.44 years as of March 31, 2021.June 30, 2022.

Note 9 – Net Loss Per Share

Basic net loss per share is computed by dividing net loss, which is allocated based upon the proportionate amount of weighted average shares outstanding, to each class of stockholder’s stock outstanding during the period. For the calculation of diluted net loss per share, net loss per share attributable to common stockholders for basic net loss per share is adjusted by the effect of dilutive securities, including awards under our equity compensation plans.

As of March 31,June 30, 2022 and 2021, and 2020, 2,750,3316,325,245 shares and 644,7514,239,600 shares, respectively of potentially dilutive weighted average shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented.

Note 10 – Subsequent Events

In April 2021,accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 855, Subsequent Events, management has performed an evaluation of subsequent events through the Company entered into a lease agreement for a new primary office spacedate that the financial statements were available to be issued on August 12, 2022 and has determined that it does not have any material subsequent events to disclose in Boulder, CO comprising of 8,639 square feet. The lease will begin May 15, 2021 and terminates after 12 months. The lease has an initial base rent of $7,150 per month, with the first 15 days rent free and includes three separate six month renewal options, subject to fixed rate escalation increases.these financial statements. 

`Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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, 2020,2021, which was filed with the SEC on March 31, 2020.February 17, 2022. 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, 20202021 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

We are a technology company that is reinventing how consumers engage with audio through the development of a proprietary AI platform for audio and innovative technologies for podcasts. We are leveraging these technologies to bring to market two industry first apps, AuddiaApps, Faidr and Vodacast.

AuddiaThe Faidr app gives consumers the opportunity to listen to any AM/FM radio station with no commercials while personalizing the listening experience through skips, the insertion of on-demand content and the programming of audio routines to customize listening sessions such as a daily commute. The Auddia appFaidr App represents the first timefirst-time consumers can access the local content uniquely provided by radio in the commercial free and personalized manner many consumers have come to demand for media consumption.

We are leveraging our technology platformlook to bring to market a premium AM/FM radio listening experience through the Auddia App.Faidr. The AuddiaFaidr App is intended to be downloaded by consumers who will pay a subscription fee in order to listen to any streaming AM/FM radio station without commercials. Advanced features will allow consumers to skip any content heard on the station, request audio content on-demand, and program an audio routine. We believe the Auddia AppFaidr represents a significant differentiated audio streaming product that will be the first to come to market since the emergence of popular streaming music apps such as Pandora, Spotify, Apple Music, Amazon Music, etc. We believe that the most significant point of differentiation is that in addition to music, the Auddia AppFaidr is intended to deliver non-music content that includes local sports, news, weather, traffic and the discovery of new music. Radio is the dominant audio platform for local content and new music discovery.

We recently launched the Faidr App to include all major U.S. radio stations on February 15, 2022 and launched marketing campaigns for Faidr to build an audience and demonstrate consumer interest. We are currently finalizing development and testingproviding consumers a free trial of the minimally viable product (“MVP”) version of the Auddia App and started trialing subscriptions with a subset of consumers in late second quarter. In addition, we are continuing to enhance the listening experience for consumers by: 1) advancing the training of our proprietary AI technology primarily around talk stations and talk segments on music stations; 2) continual improvements to the user interface and consumer interaction within the App; and 3) exploring additional content choices, including podcasting, some of which will become available in the App during the year. We expect to initiatecontinue to understand consumer interest for subscription during the first consumer trials inthird quarter.

The Faidr mobile App is available today through the second quarter of 2021 with a full commercial launch to follow later in 2021.iOS and Android App stores.

We also have also developed a new podcasting platform called Vodacast. Vodacast provides a unique suite of tools that helps Podcasters create additional digital content for their podcast episodes as well as plan their episodes, build their brand around their Podcast and monetize their content with new monetization channels. One innovative and proprietary part of the Vodacast platform is a podcasting app that providesthe availability of tools to create and distribute an interactive digital feed to supplementwhich supplements podcast episode audio with additional digital content. These content feeds allow podcasters to tell deeper stories and giveto their listeners while giving podcasters access to digital revenue for the first time. The platform is unique in that it is designed to add new monetization channels for podcasters while delivering a superior content experience for listeners. Vodacast is a synchronized digital feed that listeners can view and interact with and which accompanies each episode. Podcasters and their digital teams will be able to build these interactive feeds using The Vodacast Hub, a content management system that also serves as a tool to plan and manage a podcast episode.episodes. The digital feed activates a new digital ad channel that turns every audio ad into a direct-response digital ad, increasing the effectiveness and value of their established audio ad model. The feed also presents a richer listening experience, as any element of a podcast episode can be supplemented with images, videos, text copy and web links. This feed appears fully synchronized in the Vodacast mobile app,App, and it also can also be hosted and accessed independently (e.g., through any browser), making the content feed universally distributable.

Vodacast will also introduce ana unique and industry first multi-channel, highly flexible set of revenue channels that podcasters can activate in combination to allow listeners to choose how they want to consume and pay for content. “Flex Revenue” allows podcasters to continue to run their standard audio ad model and complement those ads with direct-responsedirect response enabled digital ads in each episode content feed, but itincreasing the value of advertising on any podcast. “Flex Revenue” will also activate subscriptions, on-demand fees for content (e.g., listen without audio ads for a micro payment fee) and direct donations from listeners. Using these channels in combination, podcasters can maximize revenue generation and exercise higher margin monetization models, beyond basic audio advertising. These

The Vodacast mobile App is available today through the iOS and Android App stores.

We launched marketing campaigns for Vodacast during the second quarter to continue to grow our user base and encourage listeners to download the Vodacast App and listen to all their favorite shows. Because podcasting is the type of audio content that music app users expect to find in their preferred apps and platforms (e.g. TuneIn, iHeart, Audacy, Spotify), we are currently exploring the migration of podcasting and the full suite of tools and features from Vodacast into our Faidr App to provide an all-inclusive and immersive listening experience. During this time, we have paused direct marketing promotion related to the Vodacast App while we explore podcasting into Faidr.

We have funded our operations with proceeds from the February 2021 IPO and Series A warrants exercise in July 2021. Since inception we have incurred significant operating losses. As of June 30, 2022, we had an accumulated deficit of $68.6 million. Our ability to generate product revenue channelssufficient to achieve profitability will depend heavily on the successful development and commercialization of one or more of our Apps.

As a part of our capital strategy, we recently implemented certain cost saving initiatives that reduced our quarterly cash spend. This includes certain cost saving initiatives related to our research and development and sales and marketing costs and includes a reduction of headcount and direct promotion of our Apps while we continue to enhance our listening experience. We expect that our expenses and capital requirements will increase again sometime in the future, particularly if and as we:

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 subscriptions, 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 in addition to the cost saving initiatives we have already made effective.

Because of the numerous risks and uncertainties associated with product development, we are expectedunable to predict the timing or amount of increased expenses or when or if we will be availableable to Podcasters starting late 2021achieve 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 into 2022.be forced to reduce or terminate our operations.

The Vodacast mobile app isAs of June 30, 2022, we had cash of approximately $2.3 million, which we believe should fund our operating expenses and capital expenditure requirements through at least December 31, 2022. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available today throughcapital resources sooner than we expect. See “—Liquidity and capital resources.” To finance our operations beyond that point, we will need to raise additional capital, which cannot be assured. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the iOSdevelopment or commercialization of our Apps or other research and Android app stores.development initiatives. 

Components of our results of operations

Operating expenses

Direct costs of services

Direct cost of services consistconsists primarily of costs incurred related to our technology and development of our Apps, including hosting and other technology related expenses. Historically, we had higher direct costs of services related to our legacy platform, however, since the termination of our legacy services and platform in August 2020, these costs have been reduced. We expect our direct costs of services to increase in the future as we continue to develop and enhance our technology related to the AuddiaFaidr and Vodacast Apps.

Sales and marketing

Our sales and marketing expenses consist primarily of salaries, direct to consumer 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 continue to promote the national commercial launch of our Faidr product and look to generate revenue for our products 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 the Company’s management of fivethree 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 recently implemented certain cost saving initiatives which includes the reduction of a part of our research and development staff. We still expect to continue to incur substantial research and development expenses and capitalization in the future, even after the reduction of headcount as we continue to develop and enhance our AuddiaFaidr and Vodacast apps.

Sales and marketing

Our sales and marketing expenses consist primarily of salaries and consulting services, related to the sales, promotion and commercial trials related to our products. We expect our sales and marketing expenses to continue to increase as we look to commercialize and generate revenue for our products to attract and retain users.Apps.

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 expand our operating activities and prepare for potential 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.

Other income and expense

Our other income and expense consist of interest income related to our cash at financial institutions, debt extinguishment related to our PPP loans, interest expense from our line of credit, and a finance charge related to conversion of outstanding debt into shares of common stock related to the February 2021 IPO. We expect our other expense to decrease as we paid off our outstanding balance on our line of credit and will not incur any additional debt conversion charges. 

Results of operations

Comparison of the three months ended March 31,June 30, 2022 and 2021 and 2020

The following table summarizes our results of operations:

Revenue

Total revenues were $0 for the three months ended March 31, 2021, compared to $64,776 for the three months ended March 31, 2020. The decrease in revenue can be attributed to the August 2020 termination of our legacy platform which eliminated all platform feeJune 30, 2022 and advertising revenue while we continueJune 30, 2021. We are continuing to develop the new AuddiaFaidr and Vodacast products to establish new revenue streams.streams and expect to start generating our first revenue during the third quarter of 2022.

Direct cost of services

Direct costCost of servicesServices decreased by $81,269$32,526 or 59%42.8%, from $138,663$76,058 for the three months ended March 31, 2020June 30, 2021 compared to $57,394$43,532 for the three months ended March 31, 2021. This decrease primarily resultedJune 30, 2022. We continue to incur direct cost of services expense related to hosting and other music services related to our Faidr App and expect these costs to increase in the future.

Sales and marketing

Sales and marketing expenses increased by $600,408 or 430.1%, from $139,611 for the terminationthree months ended June 30, 2021 to $740,019 for the three months ended June 30, 2022 due to our increase in promotional activity related to the national launch of our legacy servicesFaidr App, and the decreased needcontinued promotion for hosting, staff reductionsour Vodacast App. The increase in marketing promotion was primarily understanding consumer interest and demand for our Faidr App. As a part of that increased marketing spend, we were able to the team working on the current platform,identify key metrics and other related direct expenses.user data which exceeded our initial targets for consumer downloads and monthly active users (MAUs).

Research and development 

Research and development expenses increased by $2,442$72,966 or 5%93.2%, from $44,555$78,285 for the three months ended March 31, 2020June 30, 2021 to $46,997$151,251 for the three months ended March 31, 2021June 30, 2022 primarily related to capitalization ofadditional staffing on our development team as we continued to advance the Faidr and Vodacast Apps. Our research and development time. During the first quarterstaffing and related development costs were $766,779 and capitalized software expenses of 2021, the majority of the research and development efforts were spent on our new apps, Vodacast and Auddia, which have not been commercially released, therefore $292,075 of research and development expenses were capitalized in the three months ended March 31, 2021 compared to $194,452 capitalized in the three months ended March 31, 2020.

Sales and marketing

Sales and marketing expenses increased by $26,349 or 27%, from $97,104$617,411 for the three months ended March 31, 2020June 30, 2022 as compared to $123,458staffing and related development costs of $354,188 and capitalized software expenses of $259,463 for the three months ended March 31, 2021 as we increased marketing expenses primarilyJune 30, 2021. The majority of development time was spent on our Faidr and Vodacast Apps. We started amortizing capitalized development costs associated with Faidr during Q1 2022 and continue to amortize development expense related to the promotion and development of the Auddia app.Vodacast.

General and administrative

General and administrative expenses increased by $22,994$135,928 or 4%19.2%, from $616,897$706,627 for the three months ended March 31, 2020June 30, 2021 compared to $639,891$842,555 for the three months ended March 31, 2021.June 30, 2022. The increase resulted primarily from increased costsstock compensation expense related to being a public companyemployee stock options granted in Q3 2021 and having higher legal and otherQ1 2022 partially offset by lower professional fees duerelated to preparing to operate as a public company.our IPO and recruiting fees incurred during 2021. Stock compensation expense was $285,920 and $15,820 for the three months ended June 30, 2022 and 2021, respectively.

Interest expense/Depreciation and amortization

Depreciation and amortization expenses increased by $268,148, from $2,857 for the three months ended June 30, 2021 compared to $271,005 for the three months ended June 30, 2022. The increase is related to amortization of our Faidr and Vodacast Apps, which started amortization during Q1 2022 and Q4 2021, respectively.

Other expense,income (expense), net

Total other income (expense) decreased by $251,940, from $249,917 for the three months ended June 30, 2021 to ($2,023) for the three months ended June 30, 2022. The decrease was mostly related to a net gain from the extinguishment of our first PPP loan during 2021.

Comparison of the six months ended June 30, 2022 and 2021

The following table summarizes our results of operations:

Revenue

Total interest expense/other expense increased by $8,028,315, from $400,548revenues were $0 for the three months ended March 31, 2020June 30, 2022 and June 30, 2021. We are continuing to develop the new Faidr and Vodacast products to establish new revenue streams and expect to start generating our first revenue during the third quarter of 2022.

Direct cost of services

Direct Cost of Services decreased $37,313 or 28.0%, from $133,406 for the six months ended June 30, 2021 compared to $8,428,863$96,093 for the threesix months ended March 31,June 30, 2022. We continue to incur direct cost of services expense related to hosting and other music services related to our Faidr App and expect these costs to increase in the future.

Sales and marketing

Sales and marketing expenses increased by $833,971 or 317.0%, from $263,115 for the six months ended June 30, 2021 to $1,097,086 for the six months ended June 30, 2022 due to our increase in promotional activity related to the national launch of our Faidr App, and continued promotion for our Vodacast App. The increase in marketing promotion was primarily understanding consumer interest and demand for our Faidr App. As a part of that increased marketing spend, we were able to identify key metrics and user data which exceeded our initial targets for consumer downloads and monthly active users (MAUs).

Research and development

Research and development expenses increased by $174,733 or 139.5%, from $125,282 for the six months ended June 30, 2021 to $300,015 for the six months ended June 30, 2022 primarily related to additional staffing on our development team as we continue to advance the Faidr and Vodacast Apps. Our research and development staffing and related development costs were $1,578,637 and capitalized software expenses of $1,278,625 for the six months ended June 30, 2022 as compared to staffing and related development costs of $692,976 and capitalized software expenses of $551,538 for the six months ended June 30, 2021. The majority of development time was spent on our Faidr and Vodacast Apps. We started amortizing capitalized development costs associated with Faidr during Q1 2022 and continue to amortize development expense related to Vodacast.

General and administrative

General and administrative expenses increased by $515,948 or 38.4%, from $1,344,335 for the six months ended June 30, 2021 compared to $1,860,283 for the six months ended June 30, 2022. The increase resulted primarily from increased stock compensation expense related to employee stock options granted in Q3 2021 and Q1 2022 partially offset by lower professional fees related to our IPO and recruiting fees incurred during 2021. Stock compensation expense was due almost entirely$671,829 and $31,951 for the six months ended June 30, 2022 and 2021, respectively.

Depreciation and amortization

Depreciation and amortization expenses increased by $442,092, from $5,040 for the six months ended June 30, 2021 compared to $447,132 for the six months ended June 30, 2022. The increase is related to amortization of our Faidr and Vodacast Apps, which started amortization during Q1 2022 and Q4 2021, respectively.

Other income (expense), net

Total other expense decreased by $8,175,806, from $8,178,841 for the six months ended June 30, 2021 to $3,035 for the six months ended June 30, 2022. The decrease was mostly related to a finance charge of $8,141,424 to interest expense related to the conversion of outstanding debt ofinto 6.8 million shares of common stock related to the February 2021 IPO. In addition, we paid off and terminated our line of credit during 2021 and no longer are incurring interest related to the line of credit.

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 AuddiaFaidr and Vodacast apps.Apps. As of March 31, 2021June 30, 2022 and December 31, 20202021 we had cash (including restricted cash) of $8.2M$2,341,289 and $0.1M,$6,345,291, respectively. We reduced our future quarterly cash spend through a series of cost saving initiatives during the third quarter of 2022 and deferral of promotional activity on the Faidr and Vodacast Apps. We anticipate that operating losses and net cash used in operating activities will increasecontinue over the next 12 months as we continue to develop and market our products and perform commercial trials onwork through consumer conversion to subscriptions throughout 2022 and expect the Auddia app.start of subscription conversion during 2023.

In February 2021, we completed an IPO of 3,991,818 units, at $4.125 per unit, consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $4.54 per share. After deducting Underwritersunderwriters’ commissions and expenses, the Companywe received net proceeds of approximately $15.2 million. Due to the successful completion of the IPO, all the Company’sof our existing convertible debt, accrued interest, accrued fees payable to related parties, and promissory notes were converted into shares of common stock.

Following the Company’s IPO in February 2021, the Companywe paid down the outstanding principal balance on itsour bank line of credit from $6 million to $2 million. The CompanyWe and the bank agreed to reduce the maximum available balance for the line of credit to $2 million. The outstanding balance under

In July 2021, certain holders of our publicly traded Series A Warrants exercised approximately 1.1 million warrants for approximately 1.1 million shares of common stock at the cash exercise price of $4.5375 per share and as a result, we received additional cash proceeds of approximately $5.0 million. In addition, we paid the remaining $2.0 million, out of our restricted cash, to pay off and terminate our line of credit accrues interest at a variable rate based on the bank’s prime rate plus 1% (3.75% at March 31, 2021) but at no time less than 4.0%. Monthly interest payments are required, with any outstanding principal due on July 10, 2021. The line of credit is collateralized by all assets of the Company. credit.

During the three monthsyear ended MarchDecember 31, 2021, we have reduced our bank debt by $4.0$6.0 million, used $2.0 million of our cash to serve as collateral for our remaining $2.0 million of bank debt that replaces collateral previously provided by a related party, paid down a significant percentage of our accounts payable, and eliminated all deferred compensation owed to a related party.

Prior to our IPO, we funded our operations from cash flows generated from operations and cash from the sale of equity securities and debt financing.

Cash Flow Analysis

Our cash flows from operating activities have historically been significantly impacted by revenues received, 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 threesix months ended March 31, 2021June 30, 2022 and 2020:2021:

Operating activities

Cash used in operating activities for the threesix months ended March 31,June 30, 2022 was $2,632,846, primarily resulting from our net loss of $3,803,644, partially offset by non-cash charges of $1,118,961 primarily related to stock compensation expense and depreciation and amortization.

Cash used in operating activities for the six months ended June 30, 2021 was $3,133,635, primarily consistedresulting from our net loss of $10,050,019 and changes in working capital of $993,369, partially offset by non-cash charges of $7,909,753 primarily related to our conversion of outstanding debt to common stock from our February 2021 IPO. Changes in working capital primarily related to paying off outstanding accounts payable.

Cash used in operating activities primarily consisted of personnel-related expenditures, payments included costs of operations, and other sales efforts, research and development and administrative costs.

Investing activities

Cash flows used in investing activities for the threesix months ended March 31,June 30, 2022 and 2021, consisted primarily of capitalization of software development expenses of $292,075.$1,278,625 and $551,538, respectively.

Financing activities

Cash flows used in financing activities for the six months ended June 30, 2022 was $88,723 all from cash used in relation to the net settlement of share-based compensation.

Cash flows provided by financing activities for the threesix months ended March 31,June 30, 2021 increasedwas $10,174,305 primarily related to the issuance of common shares for $14,822,459 related to our February 2021 IPO and proceeds from the second PPP loan in the amount of $267,482, partially offset by a $4,000,000 repayment ofon our line of credit, and repayment of $4,000,000 and deferred salary and related party notes payable of $930,636.

Funding Requirements

We historically have historically incurred significant losses and negative cash flows from operations since our inception and had an accumulated deficit of $60.7M and $51.4M as of March 31, 2021 and December 31, 2020, respectively.inception. As of March 31, 2021 and December 31, 2020,June 30, 2022, we had cash (including restricted cash) of $8.2M$2.3 million. Our cash is comprised primarily of demand deposit accounts and $0.1M, respectively.money market funds. We believe that the net proceeds from our February 2021 IPO, willcurrent cash on hand should be sufficient to fund our current operating plansoperations through at least December 31, 2022. We are currently in the next 12 months.process of raising additional short-term funding that, if completed, would extend our current cash availability through the second quarter 2023. We have based these estimates, however, on assumptions that may prove to be wrong, and we could spend our available financial resources much faster than we currently expect and therefore would need to raise additional fundslonger term funding sooner than we anticipate. 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.

OurAs a part of our funding strategy, we recently implemented cost saving initiatives to ensure our cash is comprised primarilyon hand will allow us enough time to finalize certain product enhancements and optimize consumer adoption and subscription. We expect these cost saving measures to reduce our quarterly cash burn rate by $500,000 to $700,000 as compared to the second quarter 2022. With the combination of demand deposit accounts, money market fundscost saving initiatives and certificates of deposit. Wethe additional short-term funding we are pursuing, we believe our existing cash and cash generated from operationsavailability will be sufficientable to meet our working capital and capital expenditure needs over at leastextend through the next 12 months.second quarter 2023.

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

Contractual Obligations

The following table summarizes our contractual obligations not on our Balance Sheet as of June 30, 2022 and the effects that such obligations are expected to have on our liquidity and cash flows in future periods: