UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

AudioEye, Inc.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
     
  050734201  
  (CUSIP Number)  
     
  December 31, 2020  
  (Date of Event Which Requires Filing of this Statement)  

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

   ¨ Rule 13d-1(b)
   ¨ Rule 13d-1(c)
   x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

SCHEDULE 13G

CUSIP No. 050734201   Page 2 of 6

 

1 Names of reporting persons
 

Carr Bettis

 

2 Check the appropriate box if a member of a group (see instructions)* (a) ¨
(b) ¨
   
3   SEC use only
   
4   Citizenship or place of organization
    United States

Number of shares

beneficially

owned by

each reporting

person with:

5   Sole voting power
    834,874(1)
6   Shared voting power
    0
7   Sole dispositive power
    834,874 (1)
  8   Shared dispositive power
        0
9   Aggregate amount beneficially owned by each reporting person
    834,874
10   Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
   
11   Percent of class represented by amount in Row (9)
    8.2%(2)
12   Type of reporting person (see instructions)
    IN
         
(1) Comprised of (i) 174,997 shares of common stock held by Dr. Bettis and options to purchase 80,000 shares of common stock that were exercisable within 60 days of December 31, 2020 held by Dr. Bettis; (ii) 492,729 shares of common stock and warrants to purchase 11,680 shares of common stock that are exercisable as of or become exercisable within 60 days after December 31, 2020, held by CSB IV US Holdings LLC, an entity for which Dr. Bettis is deemed a beneficial owner; (iii) 18,600 shares of common stock held by Carr Bettis IRA, an account for which Dr. Bettis is deemed the beneficial owner; and (iv) 27,593 shares of common stock and 29,275 shares of common stock that are issuable as of or become issuable within 60 days after December 31, 2020 upon conversion of 10,000 shares of Series A Convertible Preferred Stock, held by J. Carr & Stephanie V. Bettis Revocable Trust, dated January 1, 2003, an entity for which Dr. Bettis is deemed a beneficial owner.
(2) Based on 10,020,128 shares of the issuer’s common stock outstanding as of November 6, 2020, as disclosed in the issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020 and securities issuable due to the Reporting Person’s warrants and convertible securities.

 

 

 

 

SCHEDULE 13G

CUSIP No. 050734201   Page 3 of 6

 

1 Names of reporting persons
 

CSB IV US Holdings, LLC

 

2 Check the appropriate box if a member of a group (see instructions)* (a) ¨
(b) ¨
   
3   SEC use only
   
4   Citizenship or place of organization
    Delaware

Number of shares

beneficially

owned by

each reporting

person with:

5   Sole voting power
    504,409
6   Shared voting power
    0
7   Sole dispositive power
    504,409
  8   Shared dispositive power
        0
9   Aggregate amount beneficially owned by each reporting person
    504,409
10   Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
   
11   Percent of class represented by amount in Row (9)
    5.0%(1)
12   Type of reporting person (see instructions)
    IN
         
(1) Based on 10,020,128 shares of the issuer’s common stock outstanding as of November 6, 2020, as disclosed in the issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 13, 2020 and securities issuable due to the Reporting Person’s warrants and convertible securities.

 

 

 

 

Item 1(a) Name of Issuer:
   
  AudioEye, Inc.
   
Item 1(b) Address of Issuer’s Principal Executive Offices:
   
  5210 E. Williams Circle, Suite 750, Tucson, AZ 85711

 

Item 2(a) Name of Person Filing:
     
  (i) Carr Bettis (including Carr Bettis IRA)
     
  (ii) CSB IV US Holdings, LLC
     
    The foregoing named persons are sometimes together referred to herein as the “Reporting Persons.”

 

Item 2(b) Address of Principal Business Office or, if None, Residence:
   
  The address of the principal business office of the Reporting Persons is c/o AudioEye, Inc., 5210 E. Williams Circle, Suite 750, Tucson, AZ 85711
   
Item 2(c) Citizenship:
   
  Carr Bettis - United States citizen
  CSB IV US Holdings, LLC - limited liability company formed under the laws of the State of Delaware
   
Item 2(d) Title of Class of Securities:
   
  Common Stock
   
Item 2(e) CUSIP Number:
   
  050734201
   
Item 3 If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a)  ¨ Broker or dealer registered under Section 15 of the Act.
  (b)  ¨ Bank as defined in Section 3(a)(6) of the Act.
  (c)  ¨ Insurance company as defined in Section 3(a)(19) of the Act.
  (d)  ¨ Investment company registered under Section 8 of the Investment Company Act of 1940.
  (e)  ¨ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
  (f)  ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
  (g)  ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
  (h)  ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
  (i)  ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
  (j)  ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
  (k)  ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

Page 4 of 6

 

 

  If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:   Not applicable.
   
Item 4 Ownership:
   
 

The following information with respect to the ownership of AudioEye, Inc.’s Common Stock by the Reporting Persons is provided as of December 31, 2020:

 

(a)       Amount beneficially owned: See Row 9 of cover page for each Reporting Person.

 

(b)       Percent of class: See Row 11 of cover page for each Reporting Person.

 

(c)       Number of shares as to which the person has:

 

(i)       Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.

 

(ii)      Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.

 

(iii)      Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.

 

(iv)      Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.

   
Item 5 Ownership of Five Percent or Less of a Class:
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .
   
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
   
  Not applicable.
   
Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
   
  Not applicable.
   
Item 8 Identification and Classification of Members of the Group:
   
  Not applicable.
   
Item 9 Notice of Dissolution of Group:
   
  Not applicable.
   
Item 10 Certifications:
   
  Not applicable.

 

Page 5 of 6

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 16, 2021  
   
  CSB IV US HOLDINGS, LLC
   
  By: /s/ Carr Bettis
    Carr Bettis, Authorized Signatory
   
  /s/ Carr Bettis
  Carr Bettis

 

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