Current Report Filing (8-k)
September 20 2019 - 6:02AM
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):
September 16, 2019
AUDIOEYE, INC.
(Exact name of registrant as specified in
charter)
Delaware
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001-38640
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20-2939845
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
Number)
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5210 E. Williams Circle, Suite 750
Tucson, Arizona 85711
(866) 331-5324
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive Offices)
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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.00001 per share
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AEYE
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The NASDAQ Capital Market
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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.
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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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(b)
On September 16, 2019,
the Board of Directors (the “Board”) of AudioEye, Inc. (the “Company”) appointed Todd Bankofier as the
Chief Revenue Officer of the Company. At such time, Mr. Bankofier ceased to serve as the Company’s Chief Executive Officer.
(e)
In connection with
Mr. Bankofier’s appointment as Chief Revenue Officer as described above, the Company and Mr. Bankofier entered into a Second
Amended and Restated Executive Employment Agreement effective as of September 16, 2019 (the “Amended Agreement”), which
amends and restates that certain Amended and Restated Executive Employment
Agreement, effective as of January 1, 2019, between the Company and Mr. Bankofier. The Amended Agreement provides for
a term of employment through September 15, 2020 (the “Term”). If Mr. Bankofier’s employment continues after
the Term expires, then such employment will be on an at-will basis subject to the terms and conditions of the Amended Agreement.
Under the Amended Agreement, Mr. Bankofier’s base annual salary will change to $230,000 as of January 1, 2020, subject
to adjustment after expiration of the Term. Mr. Bankofier will continue to be eligible to receive an annual bonus for 2019 and,
for 2020 and any subsequent years, will be eligible to receive quarterly bonuses based on the extent to which the Company achieves
certain quarterly bookings and sales goals that will be established by the Board. The Amended Agreement also provides for Mr. Bankofier,
subject to approval by the Compensation Committee of the Board, to be granted restricted stock units having a value of approximately
$50,000 at the time of grant. Also, if during the term of the Amended Agreement (including any period following the Term), the
Company terminates Mr. Bankofier’s employment without cause or he resigns for “good reason” (the definition
of which is modified in the Amended Agreement), Mr. Bankofier will be eligible to receive a separation payment in an amount
of up to four months of his base annual salary and payment of the cost of certain COBRA continuation coverage for him and
his eligible dependents.
The foregoing description
of the Amended Agreement is qualified in its entirety by the terms and conditions of the Amended Agreement, a copy of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: September 20, 2019
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By:
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/s/ Dr. Carr Bettis
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Dr. Carr Bettis
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Executive Chairman
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