Current Report Filing (8-k)
July 31 2018 - 6:19AM
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):
July 30, 2018
AUDIOEYE, INC.
(Exact name of registrant as specified in
charter)
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
(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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o
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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).
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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 1.01 Entry into a Material Definitive Agreement
Pricing of Private Placement of Common
Stock
On July 31, 2018, AudioEye, Inc. (the “Company”)
(OTCQB: AEYE) announced the pricing of the sale of a total of 26,000,000 shares of the Company’s common stock (the “Shares”)
in a private placement to certain eligible investors for an aggregate purchase price of approximately $6.5 million, or $0.25 per
Share (the “Private Placement”).
On July 30, 2018, in connection with the
Private Placement, the Company entered into a Placement Agent Agreement with B. Riley FBR, Inc. (the “Placement Agent”),
pursuant to which the Placement Agent agreed to act as the Company’s exclusive placement agent for the Private Placement.
The
Placement Agent did not purchase or sell any Shares, nor is it required to arrange the purchase or sale of any minimum number or
dollar amount of securities. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of all of the
Shares being offered in the Private Placement. The Placement Agent will be paid a cash fee equal to the sum of (a) 7% of the
purchase price of the Shares sold in the Private Placement to investors that are not existing investors in the Company and (b) 4%
of the gross proceeds of sales to certain affiliates of the Company, plus a discretionary bonus in the amount of $150,000 payable
in the Company’s discretion. The Company has also agreed to reimburse certain expenses of the Placement Agent up to $125,000.
A copy of the Placement Agent Agreement is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
The foregoing summary of the Placement Agent
Agreement is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 1.1 hereto
and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On July 31, 2018, the
Company issued a press release announcing the pricing of the Private Placement. A copy of this press release is furnished herewith
as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
* Indicates an exhibit that is furnished, not
filed.
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.
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AUDIOEYE, INC.
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Date: July 31, 2018
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By:
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/s/
Todd Bankofier
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Todd Bankofier
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Chief Executive Officer
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