Current Report Filing (8-k)
May 22 2020 - 2:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May
18, 2020
AUDIOEYE, INC.
(Exact name of registrant as specified in
charter)
Delaware
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20-2939845
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State of Other Jurisdiction of Incorporation
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IRS Employer Identification No.
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5210 E. Williams Circle, Suite 750
Tucson, Arizona 85711
(Address of principal executive offices
/ Zip Code)
(866) 331-5324
(Registrant’s telephone number, including
area code)
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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Written communications pursuant to Rule 425 under the Securities Act.
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¨
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act.
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Common
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Trading Symbol(s)
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Name of each exchange on which registered
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Stock, par value $0.00001
per share
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AEYE
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The Nasdaq Stock Market LLC
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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 ¨
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 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May
18, 2020, at the Company’s Annual Meeting of Stockholders, the stockholders approved amendments to, and the restatement of,
the AudioEye, Inc. 2019 Equity Incentive Plan (“Plan”) The amendments (i) increased the number of shares of common
stock reserved for issuance under the Plan by 900,000 shares, from 1,000,000 shares to 1,900,000 shares and (ii) eliminated a section
that provided that no Award under the Plan may vest, in the ordinary course, prior to the first anniversary of the date of grant
of the Award; provided however, that up to 5% of the total share reserve may be subject to Awards that do not meet such vesting
requirements; and further provided, that such minimum vesting criteria do not apply to Substitute Awards as defined in the Plan.
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.
May 22, 2020
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AudioEye, Inc.
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(Registrant)
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By
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/s/ Heath Thompson
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Name:
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Heath Thompson
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Tittle:
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Chief Executive Officer
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