UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Amendment No. 2)

Under the Securities Exchange Act of 1934

 

AudioEye, Inc.

(Name of Issuer)

 

Common Stock

 (Title of Class of Securities)

 

050734201

(CUSIP Number)

 

January 4, 2021

 (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)

 

☒     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 in 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).

  

 

 

   

1

NAMES OF REPORTING PERSONS

 

Keith Kosow

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

 

554,260 shares (1)

6

SHARED VOTING POWER

 

0 shares

7

SOLE DISPOSITIVE POWER

 

554,260 shares (1)

8

SHARED DISPOSITIVE POWER

 

0 shares

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

554,260 shares (1)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(See Instructions)

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.5% (1)(2)

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

_________________

 

(1) Comprised of 434,385 shares of Common stock held by KTK Capital, Inc., a company controlled by Keith Kosow for which he is deemed the beneficial owner and 119,875 held by Keith Kosow, individually.

 

(2) Based on 10,020,128 shares outstanding as of February 18, 2021.

 

 
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1

NAMES OF REPORTING PERSONS

 

KTK Capital, Inc.

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

 

Florida

 

NUMBER

OF

SHARES

BENEFICIALLY

OWNED

BY

EACH

REPORTING

PERSON WITH

5

SOLE VOTING POWER

 

434,385 shares

6

SHARED VOTING POWER

 

0 shares

7

SOLE DISPOSITIVE POWER

 

434,385 shares

8

SHARED DISPOSITIVE POWER

 

0 shares

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

434,385 shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(See Instructions)

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.3% (1)(2)

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

_________________

 

(1) Comprised of 434,385 shares of Common stock held by KTK Capital, Inc., a company controlled by Keith Kosow for which he is deemed the beneficial owner.

 

(2) Based on 10,020,128 shares outstanding as of February 18, 2021.

   

 
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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:

 

Keith Kosow

 

KTK Capital, Inc.

 

The foregoing are sometimes together referred to herein as “reporting person”.

 

Item 2(b) Address of Principal Business Office or, if none, Residence:

 

100 South Pointe Drive #1610, Miami Beach, FL 33139

 

Item 2(c) Citizenship:

 

Keith Kosow - United States citizen

 

KTK Capital, Inc - a corporation formed under the laws of the State of Florida

 

Item 2(d) Title of Class of Securities:

 

Common Stock

 

Item 2(e) CUSIP No.: 050734201

   

 
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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 (15 U.S.C. 78o);

  

(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

  

(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

  

(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

  

(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 associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

  

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a3);

  

(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). 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

 

 
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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 11, 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

 

 
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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 18, 2021 /s/ Keith Kosow

 

KEITH KOSOW (Signature)

 
     
 

KTK Capital, Inc.

 

 

 

 

 

By:

/s/ Keith Kosow

 

 

Title

Authorized Signatory

 

   

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

 

 
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