M&A - Collective Audience, Inc.

Form Type: DEFM14A

Filing Date: 2025-07-07

Corporate Action: Merger

Type: New

Accession Number: 000168316825004959

Filing Summary: Collective Audience, Inc. is proposing a Subsidiary Sale to NYIAX Marketing and Advertising Solutions, Inc., involving the sale of its subsidiaries: The Odyssey S.A.S. (dba BeOp) and a 51% equity interest in DSL Digital LLC. This action is to be presented at a Special Meeting on July 17, 2025, for stockholder approval. Shareholders are invited to participate virtually and will vote on two proposals: the Subsidiary Sale and an Adjournment Proposal if necessary. The transaction, structured as an equity purchase, will pay the consideration in NYIAX common stock, securing a significant equity stake for Collective Audience in NYIAX. The Collective Audience board recommends approval due to the expected value added to shareholders and the minimized risk evident in the proposed structure of the sale.

Form Type: PREM14A

Filing Date: 2025-06-27

Corporate Action: Merger

Type: New

Accession Number: 000168316825004792

Filing Summary: Collective Audience, Inc. is convening a virtual Special Meeting of Stockholders to vote on two key proposals: the sale of its subsidiaries, The Odyssey S.A.S. and DSL Digital LLC, to NYIAX Marketing and Advertising Solutions, Inc. This Subsidiary Sale is structured as an equity purchase, where stockholders will receive newly issued shares of NYIAX common stock as compensation. The board recommends approval of this sale due to its potential to provide value to stockholders. Additionally, stockholders will vote on an Adjournment Proposal to solicit additional proxies if there are insufficient votes at the meeting. The board believes this transaction maximizes value and minimizes risk for stakeholders. The Special Meeting is open only to those who owned shares as of the close of business on a specified record date.

Form Type: 8-K

Filing Date: 2025-06-12

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825004455

Filing Summary: On June 6, 2025, Collective Audience, Inc. entered into an Equity Purchase Agreement with NYIAX, Inc. and its subsidiary to acquire The Odyssey S.A.S. (BeOp) and DSL Digital LLC. Under the agreement, NYIAX will obtain 100% of BeOp's capital stock and 100% of DSL's equity interests, with CAUD and Gregg Greenberg as sellers. The transaction involves the issuance of common stock by NYIAX as consideration, representing 49% of its total shares on a fully-diluted basis. This acquisition will result in BeOp and DSL becoming wholly-owned subsidiaries of NYIAX. Closing is contingent upon various conditions including stockholder approval and absence of legal impediments. Post-closing, CAUD can appoint members to NYIAX's board. Covenants related to competition and confidentiality are included for three years post-closing. The agreement may be terminated under specific conditions such as mutual consent or failure to close by July 31, 2025.

Form Type: NT 10-Q

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825003746

Filing Summary: Collective Audience, Inc. filed a Notification of Late Filing for its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. The filing is delayed due to the company's recent acquisition of The Odyssey SAS (BeOp), a French entity, which has involved complex accounting and disclosure requirements. Additionally, the company has experienced changes in its independent registered public accounting firm, going through two firms within a short period, which has contributed to the inability to file on time. The company is actively working on completing and filing the Form 10-Q but does not expect to do so within the five-day extension allowed by Rule 12b-25. There is a cautionary note regarding forward-looking statements related to the potential risks and uncertainties that could affect the timeliness and accuracy of the financial reporting.

Form Type: 10-Q

Filing Date: 2025-05-09

Corporate Action: Acquisition

Type: Update

Accession Number: 000168316825003349

Filing Summary: This 10-Q quarterly report provides an overview of Collective Audience, Inc.'s financial performance for the period ending September 30, 2024. The company experienced a net loss of $10,569,169, a significant increase compared to the prior year's loss. Total revenue was reported at $3,128,238, showing a decrease when juxtaposed to past performance metrics. Significant changes in assets and liabilities are noted, including a substantial increase in accounts receivable and total current liabilities amounting to $9,095,599. The report also highlights recent acquisitions, including DSL Digital LLC and BeOp, which have expanded the company's operations into digital marketing and B2B advertising. There were also shares issued for marketing consulting services and acquisitions. Furthermore, the report details the company's ongoing evaluation of financial conditions and the implications of its recent acquisitions on future operations. The document indicates that despite the losses, operational strategies relating to marketing and data management are set in place to improve revenue generation capabilities going forward. The accompanying notes elaborate on the acquisition strategies and business operations, emphasizing the transition to Collective Audience, Inc. through the merger with DLQ.

Form Type: NT 10-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: New

Accession Number: 000168316825002177

Filing Summary: Collective Audience, Inc. is issuing a Notification of Late Filing on Form 12b-25 for its Annual Report on Form 10-K for the year ended December 31, 2024, due to delays in filing its consolidated financial statements. The delays are primarily attributed to the Company’s recent acquisition of The Odyssey SAS (dba BeOp), a French company specializing in conversational advertising, which introduced complex accounting and disclosure requirements. Additionally, the Company had to replace its previous accounting firm, Yusufali & Associates, LLC, following a PCAOB order that revoked their registration, and has appointed GreenGrowth CPAs as the new independent registered public accounting firm. These factors have resulted in an inability to file the Form 10-K within the prescribed time, and the Company does not expect to meet the 15-day extension period as mandated by Rule 12b-25.