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):
November 4, 2015
AUDIOEYE, INC.
DELAWARE |
333-17743 |
20-2939845 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
5210 E. Williams Circle,
Suite 750
Tucson, Arizona 85711
(Address of principal executive offices)
(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 (See General Instruction
A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act of 1933 (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(e) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) Appointment
of Executive Officer. Effective November 4, 2015, Todd Bankofier, age 55, was appointed by the Board of Directors (the “Board”)
of AudioEye, Inc. (the “Company”) to the position of Chief Executive Officer of the Company. As a principal in Fairmont
Capital Group (FCG) since 2008, Mr. Bankofier was responsible for day-to-day oversight of multiple asset holdings, including strategic
planning, revenue generation, technology evolution, operational effectiveness and public relations for all FCG entities.
Mr. Bankofier served as General Manager
of Ensynch, which was at the time one of Arizona’s largest Information Technology services companies. He was President and
CEO of the Arizona Technology Council (ATC) from 2002 to 2006. Before joining the ATC, he spent four years as Vice President of
National Sales for XO Communications, a national telecommunications company, where he managed a national sales team to four years
of record sales growth for that company. Mr. Bankofier also served in Washington, D.C. for four years as a lobbyist for the Department
of Energy, and served as Chief of Staff for Maricopa County Supervisor, Jim Bruner. He serves on the Advisory Board of Mutual of
Omaha Bank, and he has served on the Arizona Governor’s Council for Innovation and Technology. He received a gubernatorial
appointment to the State Board of Education (1998-2002).
Mr. Bankofier holds a bachelor’s degree
in business management from Arizona State University.
The Board intends to
enter into an employment agreement with Mr. Bankofier whose salary will be $125,000 per annum and the compensation committee of
the Board (the “Compensation Committee”) is developing a performance-based equity incentive plan for Mr. Bankofier,
which the Compensation Committee intends to implement beginning in 2016.
(e) Change to Executive
Officer Compensatory Agreement. The Board intends to amend the employment agreement of Executive Chairman Dr. Carr Bettis,
whose agreement currently requires his $175,000 salary to be paid entirely in the form of options and warrants. Dr. Bettis has
voluntarily agreed to limit the number of options and warrants he receives to 750,000 per quarter, and to defer any additional
owed compensation for up to a year, when he will be paid his deferred compensation either in the form of equity or cash, at the
discretion of the Compensation Committee.
On November 10, 2015,
the Company issued a press release with respect to the appointment of Mr. Bankofier as Chief Executive Officer of the Company and
the changes to the compensation arrangement for Dr. Bettis.
Exhibit 99.1 Press
Release dated November 10, 2015.
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.
Date: November 10, 2015 |
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AUDIOEYE, INC. |
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By: |
/s/ Sean Bradley |
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Sean Bradley, President |
INDEX OF EXHIBITS
Exhibit No. |
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Description |
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99.1 |
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Press Release dated November 10, 2015. |
Exhibit 99.1
For Immediate Release
AudioEye, Inc. Hires Todd Bankofier as
CEO
Dr. Carr Bettis Remains Executive Chairman
TUCSON, Arizona – November
10, 2015 - AudioEye, Inc. (OTCQB: AEYE) ("AudioEye") (the “Company”) today announced that it has hired Todd
Bankofier as its Chief Executive Officer. Dr. Bettis will continue as Executive Chairman and Chairman of the Board of Directors.
“Todd is a strong principled leader
who cares deeply about making the web and digital content fully accessible, not only for the 5% -10% of the population that is
disabled, but for everyone using digital content,” stated Dr. Carr Bettis, Executive Chairman of AudioEye, Inc. “He
is an experienced and successful technology executive, and I feel privileged to have Todd by my side in building this business.”
“Having served the past two months
as an Advisory Board member and executive consultant, I have been able to engage with clients, prospects, partners, current employees
and shareholders,” stated Todd Bankofier. “AudioEye has tremendous personnel and technology assets, strong and committed
shareholders and an exemplary Board of Directors.”
Dr. Bettis added, “Over the past
several months we have right-sized our cost structure, streamlined our third party relationships, carefully invested in our technology,
and refined our ‘go to market’ strategy. In the past several weeks the EPA has adopted our technology, and the FCC
has renewed its contract for another year (both via a contract with our partner, ZenDesk). We have also signed trial period contracts
with two well-known consumer brands.”
“We have an aggressive agenda for
sales growth, marketing, and intellectual property development,” further added Bankofier, “and I am prepared to pursue
the successful execution of our Board-approved strategy.”
Mr. Bankofier’s salary has been set
at $125,000 per annum. The Compensation Committee is developing a performance-based equity incentive plan for Mr. Bankofier, which
it intends to implement beginning in 2016.
Dr. Bettis, whose $175,000 salary is paid
entirely in the form of options and warrants, has voluntarily agreed to limit the number of options and warrants he receives to
750,000 per quarter, and to defer any additional owed compensation for up to a year, when he will be paid his deferred compensation
either in the form of equity or cash, at the discretion of the Compensation Committee.
About Todd Bankofier
Todd Bankofier’s experience includes
leadership roles served in the public sector, the non-profit sector and as an entrepreneur. As a principal in Fairmont Capital
Group (FCG) since 2008, Mr. Bankofier was responsible for day-to-day oversight of multiple asset holdings, including strategic
planning, revenue generation, technology evolution, operational effectiveness and public relations for all FCG entities.
Mr. Bankofier served as General Manager
of Ensynch, which was at the time one of Arizona’s largest Information Technology services company. He was President and
CEO of the Arizona Technology Council (ATC), the State’s leading technology organization, from 2002 – 2006. Before
joining the ATC, he spent four years as Vice President of National Sales for XO Communications, a national telecommunications company,
where he managed a national sales team to four years of record sales growth. Mr. Bankofier also served in Washington, D.C. for
four years as a lobbyist for the Department of Energy, and also had the pleasure of serving as Chief of Staff for Maricopa County
Supervisor, Jim Bruner.
Since arriving in Arizona in 1988, Bankofier
has been actively involved in numerous corporate and volunteer boards and activities. He serves on the Advisory Board of Mutual
of Omaha Bank, and he has served on the Arizona Governor’s Council for Innovation and Technology. He received a gubernatorial
appointment to the State Board of Education (1998-2002). Bankofier has also been deeply involved with numerous other community
organizations, including the Fiesta Bowl Committee, Central Arizona Shelter Services Board, and multiple Arizona State University
Alumni Boards and Commissions. He was named “Man of the Year” by the Arizona YWCA in 1995 and “Father of the
Year” in 2007 by the American Diabetes Association.
About AudioEye, Inc.
Incorporated in 2005, AudioEye provides
enhanced web access and usability for its clients' customers through AudioEye's Ally™ platform. The Ally+ product
allows AudioEye's clients to reach more customers, build more brand loyalty, retain more customers
and secure more repeat business.
AudioEye's common stock trades on the OTCQB
under the symbol "AEYE". The Company maintains offices in Tucson and Atlanta.
Forward-Looking Statements
Any statements in this press release
about AudioEye's expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance
are not historical facts and are "forward-looking statements" as that term is defined under the federal securities laws.
These statements are often, but not always, made through the use of words or phrases such as "believe", "anticipate",
"should", "intend", "plan", "will", "expects", "estimates", "projects",
"positioned", "strategy", "outlook" and similar words. You should read the statements that contain
these types of words carefully. Such forward-looking statements are subject to a number of risks, uncertainties and other factors
that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There
may be events in the future that AudioEye is not able to predict accurately or over which AudioEye has no control. Other risks
are described more fully in AudioEye's filings with the Securities and Exchange Commission. Forward-looking statements reflect
management's analysis as of the date of this press release and AudioEye urges you not to place undue reliance on these forward-looking
statements. AudioEye does not undertake any obligation to release publicly any revisions to such forward-looking statements to
reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.
For further information, please contact:
David Kovacs
Strategic Consultant
AudioEye, Inc.
(866) 331-5324
or
RJ Falkner & Company, Inc.
Investor Relations Counsel
(830) 693-4400
info@rjfalkner.com
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