Amended Current Report Filing (8-k/a)
September 24 2020 - 4:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 3)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August
13, 2020
AUDIOEYE, INC.
(Exact name of registrant as specified in
charter)
Delaware
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1-38640
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20-2939845
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State of Other Jurisdiction of Incorporation
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Commission File Number
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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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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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¨
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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
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value, $.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. ¨
EXPLANATORY NOTE
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
Exhibits
(d) Exhibits:
SIGNATURES
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
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AudioEye, Inc.
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(Registrant)
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By
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/s/ Sachin Barot
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Name:
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Sachin Barot
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Tittle:
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Chief Financial Officer
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