Current Report Filing (8-k)
February 16 2018 - 5:02PM
Edgar (US Regulatory)
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): February 13, 2018
AUDIOEYE,
INC.
(Exact Name of
Registrant as Specified in Charter)
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Delaware
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333-177463
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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
(Address of Principal
Executive Offices)
Registrant’s
telephone number, including area code: (866) 331-5324
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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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 1.01
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Entry into a Material Definitive Agreement.
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Reference is made to Item 5.02 with respect to the
Executive Employment Agreement between Todd Bankofier and AudioEye, Inc. (“AudioEye” or the “Company”).
Reference is made to Item 5.02 with respect to the
Executive Employment Agreement between Sean Bradley and the Company.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Officers; Appointment of Certain Officers, Compensatory Arrangements
of Certain Officers.
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On February 13, 2018, the Company entered into an
Executive Employment Agreement with Todd Bankofier, pursuant to which Mr. Bankofier continued his employment as the Company’s
Chief Executive Officer. The term of the Executive Employment Agreement is two years and commenced December 1, 2017, which is terminable
at will by either the Company or Mr. Bankofier and subject to extension upon mutual agreement. Mr. Bankofier is to receive a base
annual salary of $250,000 during the employment period, paid in periodic installments in accordance with the Company’s regular
payroll practices. Mr. Bankofier is also entitled to an annual bonus in an amount determined by the Compensation Committee of the
Board of Directors of the Company, as well as being entitled to equity awards under the Company’s incentive compensation
plan.
On February 13, 2018, the Company entered into an
Executive Employment Agreement with Sean Bradley, pursuant to which Mr. Bradley continued his employment as the President and Chief
Technology Officer of the Company. The term of the Executive Employment Agreement is two years and commenced December 1, 2017,
which is terminable at will by either the Company or Mr. Bradley and subject to extension upon mutual agreement. Mr. Bradley is
to receive a base annual salary of $200,000 during the employment period, paid in periodic installments in accordance with the
Company’s regular payroll practices. Mr. Bradley is also entitled to an annual bonus in an amount determined by the Compensation
Committee of the Board of Directors of the Company, as well as being entitled to equity awards under the Company’s incentive
compensation plan.
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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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 16, 2018
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AUDIOEYE, INC.
By:
/s/ Todd Bankofier
Todd Bankofier, Chief Executive Officer
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