Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed on the Collective Audience, Inc's (the "Company") Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on February 20, 2024 (the "February 8-K"), on February 19, 2024 the Company closed a private placement offering (the "February Private Placement") of common stock purchase warrants (the "February Warrants") to certain accredited investors (the "February Investors").

As previously disclosed on the Company's Current Report Form 8-K filed with the SEC on December 26, 2023 (the "December 8-K"), on December 19, 2023 the Company closed a private placement offering (the "December Private Placement") of Company common stock and common stock purchase warrants (the "December Warrants" and together with the February Warrants, the "Warrants") to certain accredited investors (the "December Investors" and together with the February Investors, the "Investors").

On April 26, 2024 (the "Execution Date"), the Company entered into an Exercise Price Reset Agreement (the "Reset Agreement") with the Investors from the February Private Placement and December Private Placement pursuant to which, among other things, the Company agreed to reset the exercise price of the February Investor's February Warrants from $5.00 per share of the Company's common stock, par value $0.0001 ("Common Stock"), to $0.185 per share of Common Stock (the "Reset Exercise Price") and to reset the December Investor's December Warrants from an exercise price of $2.13 per share of Common Stock to the Reset Exercise Price.

In consideration of the Company resetting the exercise price of the Warrants to the Reset Exercise Price, the Investors agreed to exercise their Warrants for all of the outstanding shares of Common Stock underlying their respective Warrants within forty-five (45) days of the Execution Date. The Reset Agreement contains a standstill provision prohibiting the Investors from, among other things, disposing of the shares of Common Stock issued for the exercise of the Warrants or the shares of Common Stock that may be issued upon the exercise of the Warrants, until five trading days after the Execution Date.

The foregoing descriptions of the terms of the Reset Agreement, December Warrants, the February Warrants, and the transactions contemplated thereby, do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Exercise Price Reset Agreement, a copy of which is filed hereto as Exhibit 10.1, and incorporated herein; the full text of the form of Warrant, a copy of which was filed as Exhibit 4.1 to the December 8-K and incorporated by reference into this Item 1.01; and the full text of the form of Common Stock Purchase Warrant, a copy of which was filed as Exhibit 4.1 to the February 8-K, and incorporated by reference into this Item 1.01.