Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov

8-K — AUDDIA INC.

Accession: 0001683168-26-007356

Filed: 2026-09-24

Period: 2026-09-23

CIK: 0001554818

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — auddia_8k.htm (Primary)

EX-99.1 — PRESS RELEASE (auddia_ex9901.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: auddia_8k.htm · Sequence: 1

Auddia Inc. Form 8-K

false

0001554818

0001554818

2026-09-23

2026-09-23

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

September 24, 2026 (September 23, 2026)

AUDDIA

INC.

(Exact name of registrant as specified

in its charter)

Delaware

001-40071

45-4257218

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

1680

38th Street, Suite

130

Boulder,

Colorado

80301

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (303) 219-9771

Not Applicable

Former name or former address, if changed since

last report

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:

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of exchange on which registered

Common

Stock

AUUD

The

Nasdaq Stock Market LLC

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  ☒

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.  ☐

Item 5.07

Submission of Matters to a Vote of Security Holders.

On September 23, 2026, Auddia Inc. (“Auddia”

or the “Company”) called to order the special meeting of the Company’s stockholders (the “Special Meeting”)

held to:

(i) adopt the Agreement

and Plan of Merger, dated as of February 17, 2026 (the “Merger Agreement”), by and among Auddia, McCarthy Finney, Inc., a

Delaware corporation (“Holdco”), Auddia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Auddia

Merger Sub”), Thramann Merger Sub LLC, a Colorado limited liability company and wholly owned subsidiary of Holdco (“Thramann

Merger Sub” and together with Auddia Merger Sub, the “Merger Subs”), and Thramann Holdings, LLC, a Colorado limited

liability company (“Thramann”), and the transactions contemplated thereby (such proposal, the “Business Combination

Proposal”);

(ii) consider and vote

upon, on a non-binding advisory basis, a proposal to approve the material differences between Auddia’s existing charter and the

Holdco charter to be in effect upon consummation of the Business Combination (the “Holdco Charter Proposal”);

(iii) to consider and

vote on a proposal to approve and adopt the 2026 Equity Incentive Plan established to be effective after the closing of the Business Combination

(the “Equity Plan Proposal”);

(iv) to ratify the appointment

of Haynie & Company as Auddia’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (the

“Auditor Ratification Proposal”); and

(v) to approve the adjournment

of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve one or

more proposals at the Special Meeting (the “Adjournment Proposal”).

At the Special Meeting, the holders of 2,654,364

shares of the Company’s common stock (“Company common stock”), were represented virtually or by proxy, and therefore

a quorum was present.

Based on the proxies and ballots received prior to the opening of the

Special Meeting, there were not sufficient votes to approve the Business Combination Proposal. Accordingly, a vote was called on the Adjournment

Proposal to authorize the adjournment of the Special Meeting to solicit additional proxies in favor of the proposals at the Special Meeting.

The Adjournment Proposal was approved by a vote of 2,238,335 shares

of Company common stock in favor, with 343,919 shares voting against, 72,110 shares abstaining, and no broker non-votes, thus constituting

approval by more than a majority of the shares of Company common stock represented in person or by proxy at the Special Meeting and entitled

to vote on the Adjournment Proposal.

2

The Special Meeting was then adjourned without opening the polls on

the Business Combination Proposal, the Holdco Charter Proposal, the Equity Plan Proposal, and the Auditor Ratification Proposal, which

were scheduled to be submitted to a vote of the Company’s stockholders at the Special Meeting. The Special Meeting was adjourned

until October 7, 2026 at 11:30 a.m. Eastern Time in order to allow the Company to solicit additional proxies with respect to the proposals

at the Special Meeting.

The Special Meeting will reconvene on October 7, 2026 at 11:30 a.m.

Eastern Time virtually via live webcast at www.virtualshareholdermeeting.com/AUUD2026SM. Stockholders will be able to attend and vote

at the reconvened Special Meeting using the same process in place for the originally scheduled Special Meeting, the details of which are

set forth in the definitive proxy statement/prospectus dated August 10, 2026 (the “Proxy Statement”). The Company does not

intend to change the record date of the Special Meeting. Accordingly, only stockholders of record at the close of business on August 3,

2026 will be entitled to vote at the reconvened Special Meeting.

Stockholders who have previously submitted their proxy or otherwise

voted and who do not wish to change their vote do not need to take any action. Until the Special Meeting is reconvened on October 7, 2026,

the Company will continue to solicit proxies from its stockholders with respect to the Business Combination Proposal and the other proposals

at the Special Meeting. Stockholders holding shares of Company common stock as of the record date of August 3, 2026, who have not yet

voted, are encouraged to vote electronically.

No changes have been made to the proposals to be voted on by stockholders

at the Special Meeting. The Company encourages all of its stockholders to read the Proxy Statement, which is available free of charge

on the SEC’s website at www.sec.gov.

Item 8.01 Other Events.

On September 24, 2026, the Company issued

a press release announcing the adjournment of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and

is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following documents are included as exhibits to this

report:

Exhibit

Number

Description

99.1

Press Release issued by the Company on September 24, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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.

September 24, 2026

By:

/s/ John E. Mahoney

John E. Mahoney

Chief Financial Officer

4

EX-99.1 — PRESS RELEASE

EX-99.1

Filename: auddia_ex9901.htm · Sequence: 2

Exhibit 99.1

Auddia Announces

Adjournment of Special Meeting of Stockholders

Strong Preliminary Support with Approximately 88%

of Votes Cast to Date on the transaction in Favor of the Merger with Thramann Holdings

Procedural Adjournment Provides Additional Time

to Vote; Meeting to Reconvene October 7, 2026, at 11:30 a.m. Eastern Time

Auddia Urges Stockholders Who Have Not Voted

to Vote FOR Transaction with Thramann Holdings Today

Boulder, Colorado, September 24, 2026 -- Auddia Inc. (NASDAQ: AUUD)

(“Auddia” or the “Company”), an AI-first technology company pursuing a merger that, if completed, would form McCarthy

Finney, an AI-native operating company, today announced that its Special Meeting of Stockholders (the “Special Meeting”) originally

scheduled for Wednesday, September 23, 2026, was convened and immediately adjourned to October 7, 2026, at 11:30 a.m. Eastern Time. The

adjournment is a procedural step intended to provide additional time for stockholders who have not yet voted to submit their proxies.

It is not the result of opposition to the merger and does not alter the Board’s support for the transaction. The adjourned meeting

will continue to be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/AUUD2026SM.

The Company issued the following statement:

Approximately 88% of Auddia shares casting votes to date on the merger

proposal have been in favor of the merger with Thramann Holdings, a level of support that demonstrates strong momentum behind the transaction.

The transaction, however, can only be completed once a majority of all outstanding Auddia shares have been voted for the merger proposal.

The Company currently remains short of this threshold because not enough stockholders have voted yet, not because stockholders are voting

against the proposed merger. Voting activity has increased recently, reinforcing the Company’s expectation that continued outreach

and additional stockholder participation will drive further progress toward reaching the required threshold before the adjourned meeting.

The Board of Directors remains firmly confident that the merger with Thramann

Holdings represents the best path to long term shareholder value and believes the strong preliminary support from voters validates the

strategic rationale for the combination. While the solicitation continues during this procedural adjournment, Auddia continues to execute

operationally across both Auddia and the Thramann Holdings entities, particularly with respect to LT350, which is gaining increasing recognition

as a compelling solution to the community resistance being faced by large datacenter deployments.

“We are encouraged that approximately 88% of the shares voted to

date on the merger are in support of the transaction, demonstrating overwhelming support for the proposal,” said Jeff Thramann,

Chief Executive Officer of Auddia. “With voting activity ongoing, we are confident that continued stockholder participation can

move us closer to the required threshold. We continue to believe the combination with Thramann Holdings offers the most compelling path

to building long term value for Auddia stockholders.”

We urge stockholders to submit their votes as soon as possible in order

to realize the benefits of the transaction and protect the value of their investment.

VOTE TODAY

Stockholders of record as of the close of business on August 3, 2026, are

entitled to vote at the Special Meeting. If you have already submitted your proxy, your vote remains valid and there is nothing further

you need to do.

Vote today by proxy card, online or by phone.

If you have any questions, need assistance, or would like to vote by phone

or email, please contact Auddia’s proxy solicitation firm, Campaign Management, toll-free at 1-844-400-3680 or via email at info@campaign-mgmt.com.

Their team is available to help you vote your shares quickly and easily.

1

About the Merger to form McCarthy Finney (MCFN)

Auddia entered into a definitive merger agreement with Thramann Holdings,

LLC on February 17, 2026. If completed, the transaction would combine Auddia with three early-stage, AI-native operating companies wholly

owned by Thramann Holdings: LT350, Influence Healthcare, and Voyex. The combined company would be renamed McCarthy Finney Inc. and is

expected to trade under the ticker MCFN, subject to applicable approvals and listing requirements. McCarthy Finney would operate as an

AI holding company supporting LT350, Influence Healthcare, Voyex, and Auddia with AI and Web3 capabilities.

· LT350 is a distributed AI datacenter company with 14 issued patents

and 3 pending patent applications covering its proprietary solar parking lot canopy infrastructure platform. The platform integrates modular

battery storage and GPU cartridges into the canopy ceiling to convert the airspace of underutilized parking areas into distributed AI

datacenters. LT350 aims to build a secure, low latency, cost effective, and rapidly deployable edge network while supporting local power

infrastructure resilience.

· Influence Healthcare is a healthtech company leveraging AI, blockchain,

and vertical integration to empower surgeons to drive adoption of value based care (VBC) to the surgical specialties. The Company’s

mission is to leverage technology and value based enterprises (VBEs) to build an alternative healthcare system that minimizes the corporate

practice of medicine, eliminates administrative waste, and enhances the autonomy and pay of health care providers to empower them to improve

quality and return the patient physician relationship to the center of medicine.

· Voyex is a travel services platform that leverages agentic AI, an

integrated fintech platform, and utilization of charter and private jet aircraft to significantly improve the travel experience. The Company

aims to alleviate the leading pain points for travelers of lengthy flight delays and cancellations.

About Auddia Inc.

Auddia, through its proprietary AI platform for audio identification and

classification, is reinventing not only how consumers engage with AM/FM radio, podcasts, and other audio content but also how artists

and labels promote their music and gain access to mainstream radio audiences. Auddia’s Discovr Radio is the first music-promotion

platform to deliver artists guaranteed exposure to radio listeners. Auddia’s flagship audio superapp, called faidr, delivers multiple

industry firsts, including:

· Ad-free listening on any AM/FM radio station

· Content skipping across any AM/FM station

· One-touch skipping of entire podcast ad breaks

· Integrated artist discovery experiences

For more information, visit www.auddia.com.

2

Cautionary Note on Forward-Looking Statements

Certain statements in this communication, other than purely historical

information, may constitute “forward-looking statements” within the meaning of the federal securities laws, including for

purposes of the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995, concerning Auddia, Thramann

Holdings, and the proposed merger between Auddia and Thramann Holdings (the “Proposed Transaction”) and other matters. These

forward-looking statements include, but are not limited to, express or implied statements relating to Auddia’s and Thramann Holdings’

management expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding:

the structure, timing and completion of the proposed merger by and between Auddia and Thramann Holdings, and the expected effects, perceived

benefits or opportunities of the Proposed Transaction; the combined company’s listing on Nasdaq after the closing of the Proposed

Transaction; expectations regarding the structure, timing and completion of the financing needed to close the Proposed Transaction, including

investment amounts from investors, timing of closing of the Proposed Transaction, expected proceed, expectations regarding the use of

proceeds, and impact on ownership structure; the anticipated timing of the closing; the expected executive officers and directors of the

combined company; each company’s and the combined company’s expected cash position at the closing and cash runway of the combined

company following the proposed merger and any additional financing; the future operations of the combined company, including research

and development activities; the nature, strategy and focus of the combined company; the development and commercial potential and potential

benefits of any products and services of the combined company; the cash balance of the combined entity at closing; expectations related

to the anticipated timing of the closing of the Proposed Transaction (the “Closing”); the expectations regarding the ownership

structure of the combined company; the expected trading of the combined company’s stock on Nasdaq under the ticker symbol “MCFN”

after the Closing; and other statements that are not historical fact.

All statements other than statements of historical fact contained in this

communication are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations

of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “opportunity,”

“potential,” “milestones,” “pipeline,” “can,” “goal,” “strategy,”

“target,” “anticipate,” “achieve,” “believe,” “contemplate,” “continue,”

“could,” “estimate,” “expect,” “intends,” “may,” “plan,” “possible,”

“project,” “should,” “will,” “would” and similar expressions (including the negatives

of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement

is not forward-looking. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections,

as well as the beliefs and assumptions of management, concerning future developments and their potential effects. There can be no assurance

that future developments affecting Auddia, Thramann Holdings, or the Proposed Transaction will be those that have been anticipated.

These forward-looking statements involve a number of risks and uncertainties,

some of which are beyond Auddia’s or Thramann Holdings’ control, or other assumptions that may cause actual results or performance

to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,

but are not limited to, the risk that the conditions to the Closing or consummation of the Proposed Transaction are not satisfied, including

the failure to timely obtain approval of the proposed merger from Auddia’s stockholders the risk that the required financing is

not obtained in a timely manner, if at all; uncertainties as to the timing of the consummation of the Proposed Transaction; risks related

to Auddia’s continued listing on Nasdaq until closing of the Proposed Transaction and the combined company’s ability to remain

listed following the Closing; uncertainties regarding the impact any delay in the Closing would have on the anticipated cash resources

of the combined company, and other events and unanticipated spending and costs that could reduce the combined company’s cash resources;

the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement;

the effect of the announcement or pendency of the merger on Auddia’s or Thramann Holdings’ business relationships, operating

results and business generally; costs related to the merger; the risk that as a result of adjustments to the exchange ratio, Auddia’s

or Thramann Holdings’ stockholders could own more or less of the combined company than is currently anticipated; risks related to

the market price of Auddia’s common stock relative to the value suggested by the exchange ratio; risks related to the inability

of the combined company to obtain sufficient additional capital to continue to advance the development of its products and services; costs

of the Proposed Transaction and unexpected costs, charges or expenses resulting from the Proposed Transaction; potential adverse reactions

or changes to business relationships, operating results, and business generally, resulting from the announcement or completion of the

Proposed Transaction.

3

Actual results and the timing of events could differ materially from those

anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are

more fully described in periodic filings with the SEC, including the factors described in the section titled “Risk Factors”

in Auddia’s Annual Report on Form 10-K for the year ended December 31, 2025, which was originally filed with the SEC on March 6,

2026, subsequent Quarterly Reports on Form 10-Q filed with the SEC, and in other filings that Auddia makes and will make with the SEC

in connection with the Proposed Transaction, including the Form S-4 and Proxy Statement described below, as well as discussions of potential

risks, uncertainties, and other important factors included in other filings by Auddia from time to time. Should one or more of these risks

or uncertainties materialize, or should any of Auddia’s or Thramann Holdings’ assumptions prove incorrect, actual results

may vary in material respects from those projected in these forward-looking statements. Nothing in this communication should be regarded

as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated

results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this

communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements

herein. Neither Auddia nor Thramann Holdings undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking

statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances

on which any such statements are based, except as required by law. This communication does not purport to summarize all of the conditions,

risks and other attributes of an investment in Auddia or Thramann Holdings.

No Offer or Solicitation

This communication and the information contained herein is not intended

to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed

transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe

for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities

in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus meeting

the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law, or an exemption

therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer

will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction,

or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet)

of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED

OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.

Important Additional Information about the Proposed Transaction Will

be Filed with the SEC

This communication relates to the proposed merger involving Auddia and

Thramann Holdings and may be deemed to be solicitation material in respect of the proposed merger. In connection with the proposed Transaction,

Auddia intends to file relevant materials with the SEC, including a registration statement on Form S-4 (the “Form S-4”) that

will contain a proxy statement (the “Proxy Statement”) and prospectus. This communication is not a substitute for the Form

S-4, the Proxy Statement or for any other document that Auddia may file with the SEC and/or send to Auddia’s stockholders in connection

with the proposed merger. AUDDIA URGES, BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS TO READ THE FORM S-4, THE PROXY

STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,

CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AUDDIA, THRAMANN

HOLDINGS, THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and stockholders will be able to obtain free copies of the Form

S-4, the Proxy Statement and other documents filed by Auddia with the SEC (when they become available) through the website maintained

by the SEC at www.sec.gov. Copies of documents filed by Auddia with the SEC will also be available free of charge on Auddia’s website

at www.auddia.com or by contacting Auddia Investor Relations at investors.auddiainc.com/contact. In addition, investors and stockholders

should note that Auddia communicates with investors and the public through its investor-relations website at investors.auddiainc.com.

4

Participants in the Solicitation

Auddia, Thramann Holdings, and their respective directors and certain of

their executive officers and other members of management may be deemed to be participants in the solicitation of proxies from Auddia’s

stockholders in connection with the proposed transaction under the rules of the SEC. Information about Auddia’s directors and executive

officers, including a description of their interests in Auddia, is included in Auddia’s most recent Annual Report on Form 10-K for

the year ended December 31, 2025, which was filed with the SEC on March 6, 2026. Additional information regarding the persons who may

be deemed participants in the proxy solicitations, including about the directors and executive officers of Thramann Holdings, and a description

of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement

and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from

the sources indicated above.

Investor Relations:

Kirin Smith, President

PCG Advisory, Inc.

ksmith@pcgadvisory.com

www.pcgadvisory.com

5

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.3

Cover

Sep. 23, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Sep. 23, 2026

Entity File Number

001-40071

Entity Registrant Name

AUDDIA

INC.

Entity Central Index Key

0001554818

Entity Tax Identification Number

45-4257218

Entity Incorporation, State or Country Code

DE

Entity Address, Address Line One

1680

38th Street

Entity Address, Address Line Two

Suite

130

Entity Address, City or Town

Boulder

Entity Address, State or Province

CO

Entity Address, Postal Zip Code

80301

City Area Code

(303)

Local Phone Number

219-9771

Written Communications

true

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock

Trading Symbol

AUUD

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration