Current Report Filing (8-k)
July 20 2020 - 5:26PM
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
15, 2020
AUDIOEYE,
INC.
(Exact name of registrant as specified in
charter)
Delaware
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20-2939845
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State of Other Jurisdiction of Incorporation
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IRS Employer Identification No.
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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:
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Written communications pursuant to Rule 425 under the Securities Act.
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Common
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Trading Symbol(s)
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Name of each exchange on which registered
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Stock, par value $0.00001
per share
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AEYE
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The Nasdaq Stock Market LLC
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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. ¨
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On July
17, 2020, the Board of Directors appointed Marc Lehmann a director. Mr. Lehmann has also been appointed a member of the Audit Committee.
There was no arrangement or understanding between Mr. Lehmann and any other person pursuant to which Mr. Lehmann was selected as
a director. There has not been any transaction, since January 1, 2019, or any currently proposed
transaction, in which AudioEye, Inc. was or is to be a participant and in which Mr. Lehmann had or will have a direct or indirect
material interest. Compensation arrangements have not yet been determined.
Mr. Lehmann currently manages
Flamingo Drive Partners, LLC and related entities. In this capacity, Mr. Lehmann invests in many start-up, growing businesses
and publicly traded stocks. In addition, Flamingo Drive owns and operates real estate, primarily in South Florida.
Mr. Lehmann currently is a member
of two public-company boards, Green Growth Brands, Inc., and Stable Road Acquisition Corp.
Prior to launching Flamingo
Drive Partners LLC, Mr. Lehmann was the General Partner at Riverloft Capital Management, from 2011 to 2016. Mr. Lehmann was
a Partner and Director of Research at JANA Partners, a hedge fund from 2002 to 2010. Prior to JANA, he was an analyst
at Appaloosa Management from 1999 to 2002. During the majority of Mr. Lehmann’s career, he has been employed by or
a partner in investment firms focused on public-market investments and deep research on special situations. Mr. Lehmann
regularly had roles on creditor committees in order to help distressed businesses restructure.
Prior to Appaloosa, Mr. Lehmann
completed his Master of Business Administration at The Wharton School at the University of Pennsylvania. Mr. Lehmann also worked
at SAC Capital and began his career in investment research as an analyst at Morgan Stanley and Lehman Brothers.
Mr. Lehmann has a Bachelor of
Science in Finance and International Business from New York University, where he was awarded the NYU President’s Service
Award for Community Service for founding the largest community service organization at NYU.
On July
15, 2020, Alexandre Zyngier resigned as a director.
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.
July 20, 2020
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AudioEye, Inc.
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(Registrant)
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By
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/s/ Heath Thompson
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Name:
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Heath Thompson
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Tittle:
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Chief Executive Officer
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