Material Agreement - Form 8-K

Item 1.01Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On December 19, 2023, Collective Audience, Inc. (the "Company"), a Delaware corporation, entered into a securities purchase agreement (the "Purchase Agreement") with certain investors (the "Investors"), pursuant to which the Company agreed to issue and sell to the Investors in a private placement (the "Offering") (i) 465,118 shares (the "Shares") of common stock of the Company, $0.0001 par value (the "Common Stock") for a purchase price of $1.29 per share of Common Stock, which was equal to the "Minimum Price" under Nasdaq rules, and (ii) warrants to purchase up to 697,678 shares of Common Stock (the "Warrants" and together with the shares underlying the Warrants, the "Warrant Shares," and the Shares, the "Securities") for a total aggregate gross proceeds of approximately $600,000. The Offering closed on December 19, 2023.

The Purchase Agreement contains the customary representations, warranties, indemnification rights and obligations of the parties in agreements of this type, including that the Company will make reasonable efforts to file a registration statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), to register the Securities within fifteen (15) days following the closing. No underwriter or placement agent participated in the Offering. The Company also granted a secondary right of refusal to one of the Investors to purchase future securities of the Company for six months following the closing date.

The Warrants

The Company issued Warrants to purchase an aggregate of 697,678 shares of Common Stock, representing 150% of the number of Shares. The Warrants are exercisable for shares of Common Stock immediately, at an exercise price of $2.19 per share and expire three years from the date of issuance. The exercise price is subject to customary adjustments for stock dividends, stock splits, reclassifications and similar corporate events, as described in the Warrants.

The foregoing description of the Purchase Agreement and Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Purchase Agreement and Warrant attached hereto as Exhibit 10.1 and Exhibit 4.1 respectively.