UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event
Reported): October 15, 2021 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 13, 2021, Auddia Inc. (“Auddia” or the “Company”) entered into executive officer employment agreements with each of Michael Lawless (CEO), Peter Shoebridge (CTO), and Brian Hoff (CFO).
Under the terms of the employment agreements, each executive will receive an annual base salary, subject to annual adjustments as determined by the Board or Compensation Committee, equal to $260,000 (Lawless), $225,000 (Shoebridge), and $220,000 (Hoff). Each executive will also be eligible for an annual bonus of up to 50% of his base salary as determined at the sole discretion of the Board or the Compensation Committee. In addition, the employment agreements provide that the executives will be eligible to participate in the Company’s standard incentive and welfare benefit plans and programs. Each of the executives has previously been granted stock options under the Company’s equity incentive plans.
Under each employment agreement, if the Company terminates an executive without cause or an executive terminates for good reason, the executive is entitled to receive (i) nine months (Lawless, Shoebridge) or six months (Hoff) of base salary, (ii) up to nine months (Lawless, Shoebridge) or six months (Hoff) of paid health insurance under COBRA, and (iii) any earned but unpaid bonus for a prior completed fiscal year.
The employment agreements require each executive to maintain confidential information regarding the Company and third parties, and to execute the Company’s standard employee invention assignment and non-disclosure agreement. Each employment agreement also includes typical non-competition and non-solicitation provisions that the executive must comply with for a period of twelve months after termination of employment with the Company.
The above summary does not purport to be a complete summary of the employment agreements and is qualified in its entirety by reference to the full text of the employment agreements, copies of which is filed herewith as exhibits and are incorporated by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
10.1 | Employment Agreement, dated October 13, 2021 between Auddia Inc. and Michael Lawless | |
10.2 | Employment Agreement, dated October 13, 2021 between Auddia Inc. and Peter Shoebridge | |
10.3 | Employment Agreement, dated October 13, 2021, 2021 between Auddia Inc. and Brian Hoff | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AUDDIA INC. | ||||||||
October 15, 2021 | By: | /s/ Brian Hoff | ||||||
Name: Brian Hoff | ||||||||
Title: Chief Financial Officer |