Registration of Additional Securities (up to 20%) (s-3mef)
August 27 2020 - 6:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AUDIOEYE, INC.
(Exact name of registrant as specified
in its charter)
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Delaware
(State or other jurisdiction
of incorporation or organization)
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20-2939845
(I.R.S. Employer
Identification No.)
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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)
Dr. Carr Bettis
Executive Chairman
AudioEye, Inc.
5210 E. Williams Circle, Suite 750
Tucson, Arizona 85711
(866) 331-5324
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Please send copies of all communications to:
Matthew R. Kuhn
Jonathan R. Zimmerman
Faegre Drinker Biddle & Reath LLP
2200 Wells Fargo Center, 90 South Seventh Street
Minneapolis, MN 55402
Telephone: (612) 766-7000
Approximate date of commencement of proposed
sale to the public:
From time to time after the effective
date of this registration statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box: ¨
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering: x 333-237545
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering: ¨
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer
x
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Smaller reporting company
x
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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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to Be Registered
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Proposed Maximum Aggregate Offering Price (1)(2)
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Amount of Registration Fee(3)
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Debt securities, Common stock, Preferred stock, Warrants, Rights and Units (4)
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$
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1,400,000
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$
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181.72
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(1)
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Represents the additional number of shares of common stock being registered. Does not include the
securities that the registrant previously registered on the Registration Statement on Form S-3 (File No. 333-237545).
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(2)
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The registrant previously registered common stock, preferred stock, warrants, rights, units and
debt securities with a proposed maximum aggregate offering price $7,000,000 on a Registration Statement on Form S-3 (File
No. 333-237545), which was declared effective by the Securities and Exchange Commission on April 15, 2020 (the “Prior
Registration Statement”), and paid a fee of $908.60 in connection therewith. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of
no more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold under the Prior Registration
Statement is hereby registered.
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(3)
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Estimated solely for the purpose of
calculating the amount of the registration fee in accordance with Rule 457(o) under the
Securities Act of 1933, as amended (the “Securities Act”).
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(4)
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Also includes such indeterminate number of shares of common stock or preferred stock or
amount of debt securities as may be issued upon conversion of or exchange for any debt securities or preferred stock that
provide for conversion into or exchange for other securities. No separate consideration will be received for the common stock
or preferred stock or amount of debt securities issuable upon such conversion or exchange. Also includes such indeterminate
number of shares of common stock or preferred stock or other securities of AudioEye to be issuable by AudioEye upon
settlement of warrants. The warrants may be combined with common stock, preferred stock or debt securities registered under
this registration statement and sold as units. Each Unit consists of any combination of two or more of the securities
registered hereby.
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This Registration Statement shall become
effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE AND
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
This
Registration Statement (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the
“Commission”) with respect to the registration of additional shares of common stock, par value $0.00001 per share (“Common
Stock”) of AudioEye, Inc. (the “Company”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended
(the “Securities Act”). This Registration Statement incorporates by reference the contents of, including all amendments
and exhibits thereto and all information incorporated by reference therein, the Registration Statement on Form S-3 (File No. 333-237545)
(the “Prior Registration Statement”), which the Commission declared effective on April 15, 2020, and is being filed
solely for the purpose of increasing the aggregate offering price of the Common Stock to be offered in the public offering by $1,400,000.
The additional Common Stock that are being registered for issuance and sale are in an amount and at a price that together represent
no more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold under the Prior Registration
Statement.
The
required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tucson, Arizona, on August 27, 2020.
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AUDIOEYE, INC.
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By:
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/s/ Sachin Barot
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Sachin Barot
Chief Financial Officer
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Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement on Form S-3 has been signed by the following persons on August 27, 2020,
in the capacities indicated.
Signature
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Title
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/s/ CARR BETTIS
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Executive Chairman/Chairman of the Board and Director
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Dr. Carr Bettis
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/s/ David Moradi
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Interim Chief Financial Officer and Director
(Principal Executive Officer)
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David Moradi
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/s/ SACHIN BAROT
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Chief Financial Officer (Principal Financial and Accounting Officer)
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Sachin Barot
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/s/ MARC LEHMANN
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Director
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Marc Lehmann
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*
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Director
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Anthony Coelho
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*
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Director
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Jamil Tahir
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*By:
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/s/ Dr. Carr Bettis, Attorney-in-Fact
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