Current Report Filing (8-k)
March 23 2020 - 3:06PM
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):
March 19, 2020
AUDIOEYE,
INC.
(Exact name of registrant as specified in
charter)
Delaware
|
001-38640
|
20-2939845
|
(State or Other Jurisdiction of Incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification Number)
|
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:
|
¨
|
Written communications
pursuant to Rule 425 under the Securities Act.
|
|
¨
|
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act.
|
|
¨
|
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act.
|
|
¨
|
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act.
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.00001 per share
|
AEYE
|
The NASDAQ Capital Market
|
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 2.02
|
Results of Operations and Financial Condition.
|
On March 23, 2020,
AudioEye, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter and fiscal
year ended December 31, 2019. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.
The information set
forth in this Item 2.02 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly
set forth by specific reference in such filing.
|
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
On March 19, 2020,
the Board of Directors of the Company (the “Board”) adopted an amendment to the Company’s By-laws, which became
effective immediately upon adoption. Prior to such amendment, the By-Laws required that all meetings of stockholders be held at
such place as is designated from time to time by the Board. The amendment permits the Company, in the sole discretion of the Board,
alternatively to hold meetings of stockholders (i) solely by means of remote communication or (ii) by means of remote communication
and at such place as may be designated by the Board (i.e., a hybrid meeting).
The foregoing description
of the amendment is qualified in its entirety by reference to the full text of the Amendment No. 1 to the Company’s By-laws,
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
|
Item 9.01.
|
Financial Statements and Exhibits
|
(d) Exhibits:
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.
|
|
AUDIOEYE, INC.
|
|
|
(Registrant)
|
|
|
|
|
|
|
Dated: March 23, 2020
|
By:
|
/s/ Carr Bettis
|
|
|
Name:
|
Carr Bettis
|
|
|
Title:
|
Executive Chairman
|
AudioEye (NASDAQ:AEYE)
Historical Stock Chart
From Mar 2024 to Apr 2024
AudioEye (NASDAQ:AEYE)
Historical Stock Chart
From Apr 2023 to Apr 2024