Current Report Filing (8-k)
December 10 2020 - 04:59PM
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): December
9, 2020
AUDIOEYE, INC.
(Exact name of registrant as specified in charter)
| Delaware |
001-38640 |
20-2939845 |
| State
of Other Jurisdiction of Incorporation |
Commission File Number |
IRS
Employer Identification No. |
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
5.02 |
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers. |
As reported below in Item 5.07, on December 9, 2020, the
stockholders of AudioEye, Inc. (the “Company”) approved the
Company’s 2020 Equity Incentive Plan (the “2020 Plan”). Approval of
the 2020 Plan was included as Proposal 1 in the Company’s
definitive proxy statement for its Special Meeting of Stockholders
filed with the Securities and Exchange Commission on November 9,
2020 (the “Proxy Statement”).
The 2020 Plan provides for the issuance of up to 1,000,000 shares
of the Company’s common stock to the Company’s employees, non-employee directors,
consultants and advisors. Awards under the 2020 Plan can be
granted in the form of stock options, stock appreciation rights,
restricted stock, stock units, other stock-based awards and cash
incentive awards. The 2020 Plan will be administered by the
Compensation Committee of the Company’s Board of Directors.
No new awards will be made
under the AudioEye, Inc. 2019 Equity Incentive Plan.
The terms of the 2020 Plan are described in more detail in the
Proxy Statement, which
description is incorporated herein by reference. The
descriptions of the 2020 Plan contained herein and incorporated by
reference from the Proxy Statement are qualified in their entirety
by reference to the full text of the 2020 Plan, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The forms of award agreements to be used in connection with awards
made under the 2020 Plan to the Company’s executive officers and
non-employee directors are filed as Exhibits 10.2 through 10.6
hereto and the terms thereof are incorporated herein by
reference:
|
· |
Form of Restricted Stock Unit Award Agreement (Time-Based) –
Exhibit 10.2; |
|
· |
Form of Restricted Stock Unit Award Agreement (Non-Employee
Director Awards) – Exhibit 10.3; |
|
· |
Form of Performance Stock Unit Award Agreement
(Performance-Based) – Exhibit 10.4; |
|
· |
Form of Incentive Stock Option Award Agreement – Exhibit
10.5; |
|
· |
Form of Non-Qualified Stock Option Award Agreement – Exhibit
10.6; and |
|
· |
Form of Other Stock-Based Award Agreement – Exhibit 10.7. |
| Item
5.07 |
Submission of Matters to a
Vote of Security Holders. |
On December 9, 2020, the Company held a Special Meeting of
Stockholders (the “Special Meeting”) entirely online via live
webcast. At the Special Meeting, the Company’s stockholders voted
on the two proposals described below. The proposals presented at
the Special Meeting are described in detail in the Proxy
Statement.
As of the record date for the Special Meeting, there were
10,020,128 shares of the Company’s common stock outstanding and
100,000 shares of Series A Convertible Preferred Stock, convertible
into a total of 291,030 shares of common stock, outstanding,
constituting all of the outstanding voting securities of the
Company. At the Special Meeting, shares with the voting power of
5,845,515 shares of common stock, or 56.69 % of the total voting
power of the Company’s outstanding capital stock entitled to vote,
were represented by proxy.
The final results for each of the proposals submitted to a vote of
stockholders at the Special Meeting are as follows:
Proposal 1 – To approve the
AudioEye, Inc. 2020 Equity Incentive Plan.
|
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
|
5,738,043 |
|
103,062 |
|
4,410 |
|
0 |
Proposal 2 – To approve one or more adjournments of the Special
Meeting to a later date or dates if necessary or appropriate to
solicit additional proxies if there are insufficient votes to
approve Proposal 1 at the time of the Special Meeting or in the
absence of a quorum.
|
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
|
5,741,713 |
|
99,498 |
|
4,304 |
|
0 |
Proposal 1 and Proposal 2 were approved, each receiving the
affirmative requisite vote of the holders of shares of the
Company’s common stock and Series A Convertible Preferred Stock,
voting together as a single class. Although Proposal 2 was
approved, the adjournment of the Special Meeting to solicit
additional proxies was not necessary or appropriate because there
were sufficient votes at the time of the Special Meeting to approve
Proposal 1.
|
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.
| December
10, 2020 |
AudioEye, Inc. |
| |
(Registrant) |
| |
|
|
| |
By |
/s/ Sachin Barot |
| |
Name: Sachin Barot |
| |
Title: Chief Financial Officer |
