Sec Form 4 Filing - Minicozzi Richard Michael @ AUDDIA INC. - 2023-04-17

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Minicozzi Richard Michael 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) (Last) (First) (Middle) 2100 CENTRAL AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 04/17/2023 (Street) BOULDER, CO80301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Minicozzi Richard Michael 2100 CENTRAL AVENUE, SUITE 200 BOULDER, CO80301 X Signatures /s/ Richard Minicozzi 04/19/2023 Signature of Reporting Person Date

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.

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).

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