Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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AUDDIA INC. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
05072K404 (CUSIP Number) |
04/24/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 05072K404 |
| 1 | Names of Reporting Persons
Abri Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: On April 24, 2026, the Reporting Person became a beneficial owner of more than 5% of the Issuer's outstanding Common Stock upon exercise of 150,500 pre-funded warrants into shares of common stock, representing 7.32% of the Issuer's then outstanding shares of common stock (based on an aggregate of 2,056,420 shares of Common Stock issued and outstanding by the Issuer following the exercise of the Reporting Person's pre-funded warrants on April 24, 2026-500,914 shares of which were outstanding immediately prior to the offering, as represented in the prospectus filed with the SEC on April 27, 2026, plus 1,405,006 shares of common stock issued from the offering, plus 150,500 shares pursuant to the exercise of the Reporting Person's pre-funded warrants), as purchased pursuant to a Registration Statement on Form S-1 (File No. 333-294887) declared effective by the Commission on April 24, 2026. The Reporting Persons sold the 150,500 shares of the Issuer's common stock on April 24, 2026. Accordingly, this Schedule 13G simultaneously reports (i) the Reporting Person's initial acquisition of beneficial ownership of more than 5% of the Issuer's outstanding Common Stock on April 24, 2026 (based on an aggregate of 2,056,420 shares of common stock issued and outstanding as of April 24, 2026) and (ii) the Reporting Person's cessation of beneficial ownership of more than 5% of the Issuer's outstanding Common Stock as of April 24, 2026, as further reported in Item 5 below.
SCHEDULE 13G
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| CUSIP No. | 05072K404 |
| 1 | Names of Reporting Persons
Tirman Jeffrey | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWITZERLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: On April 24, 2026, the Reporting Person became a beneficial owner of more than 5% of the Issuer's outstanding Common Stock upon exercise of 150,500 pre-funded warrants into shares of common stock, representing 7.32% of the Issuer's then outstanding shares of common stock (based on an aggregate of 2,056,420 shares of Common Stock issued and outstanding by the Issuer following the exercise of the Reporting Person's pre-funded warrants on April 24, 2026-500,914 shares of which were outstanding immediately prior to the offering, as represented in the prospectus filed with the SEC on April 27, 2026, plus 1,405,006 shares of common stock issued from the offering, plus 150,500 shares pursuant to the exercise of the Reporting Person's pre-funded warrants), as purchased pursuant to a Registration Statement on Form S-1 (File No. 333-294887) declared effective by the Commission on April 24, 2026. The Reporting Persons sold the 150,500 shares of the Issuer's common stock on April 24, 2026. Accordingly, this Schedule 13G simultaneously reports (i) the Reporting Person's initial acquisition of beneficial ownership of more than 5% of the Issuer's outstanding Common Stock on April 24, 2026 (based on an aggregate of 2,056,420 shares of common stock issued and outstanding as of April 24, 2026) and (ii) the Reporting Person's cessation of beneficial ownership of more than 5% of the Issuer's outstanding Common Stock as of April 24, 2026, as further reported in Item 5 below.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
AUDDIA INC. | |
| (b) | Address of issuer's principal executive offices:
38th Street, Suite 130 Boulder CO 80301 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by Abri Capital Ltd., a Bermuda company ("Abri Capital") and Jeffrey Tirman ("Mr. Tirman" and, together with Abri Capital, collectively, the "Reporting Persons"). Abri Capital is beneficially owned and controlled by Mr. Tirman and, in such capacity, exercises the sole voting and investment power over the shares of common stock of the Issuer held by Abri Capital. | |
| (b) | Address or principal business office or, if none, residence:
Abri Capital Ltd. Clarendon House 2 Church Street Hamilton HM 11, Bermuda Jeffrey Tirman c/o Abri Capital Ltd. Clarendon House 2 Church Street Hamilton HM 11, Bermuda | |
| (c) | Citizenship:
Abri Capital is a Bermuda company. Mr. Tirman is a citizen of Switzerland. | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
0 Shares | |
| (b) | Percent of class:
0% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 Shares | ||
| (ii) Shared power to vote or to direct the vote:
0 Shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 Shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 Shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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