Amended Current Report Filing (8-k/a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
(Amendment No. 3)
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August
(Exact name of registrant as specified in charter)
of Other Jurisdiction of Incorporation
||Commission File Number
Employer Identification No.
5210 E. Williams Circle, Suite 750
Tucson, Arizona 85711
(Address of principal executive offices / Zip Code)
(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.
pursuant to Rule 14d-2(b) under the Exchange Act.
pursuant to Rule 13e-4(c) under the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class
||Name of each exchange on which
Stock, par value, $.00001 per share
Nasdaq Stock Market LLC
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
On August 18, 2020, AudioEye, Inc. (the “Company”) filed a Current
Report on Form 8-K (the “Original Form 8-K”) with the Securities
and Exchange Commission to disclose (i) David Moradi’s appointment
as Interim Chief Executive Officer and Chief Strategy Officer of
the Company and Dominic Varacalli’s appointment as President of the
Company, and (ii) an amendment to the ByLaws of the Company. On
August 24, 2020, the Company filed Amendment No. 1 to the Original
Form 8-K (“Amendment No. 1”) to include a description of the
compensation arrangements entered into between the Company and Mr.
Moradi in connection with his appointment as Interim Chief
Executive Officer and Chief Strategy Officer and to file as
exhibits the Employment Agreement and Performance Share Award
Agreement entered into between the Company and Mr. Moradi. On
August 26, 2020, the Company filed Amendment No. 2 to the Original
Form 8-K (“Amendment No. 2”) to include a brief description of the
compensation arrangements between the Company and Mr. Varacalli in
connection with his appointment as President, which arrangements
were in the process of being negotiated at the time the Original
Form 8-K was filed.
The Company is filing this Amendment No. 3 to the Original Form 8-K
to replace an incorrect version of the Company’s Amended and
Restated Bylaws as of August 13, 2020 filed as Exhibit 99.1
thereto. The correct Amended and Restated Bylaws as of August 13,
2020 are filed as Exhibit 3.1 hereto and supersede Exhibit 99.1 to
the Original Form 8-K in its entirety. In all other respects, the
Original Form 8-K, as amended by Amendment No. 1 and Amendment No.
2, remains unchanged.
Item 9.01. Financial Statements and
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this to be signed on its
behalf by the undersigned hereunto duly authorized.
|September 24, 2020
||/s/ Sachin Barot