Form 8-K - Current report

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 26, 2023

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.

On December 26, 2023, AudioEye, Inc. (the “Company”) entered into an amendment (the “Amendment”) to the Amended and Restated Employment Agreement, dated April 5, 2022 (the “Restated Employment Agreement”) with David Moradi, the Company’s Chief Executive Officer. The Amendment provides that Mr. Moradi will receive an annual base salary of $400,000, beginning January 1, 2024, payable in accordance with the Company’s regular payroll practices. The Restated Employment Agreement is otherwise unchanged and was filed as an exhibit to the Company’s Current Report on 8-K filed on April 8, 2022.

The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
Number	Description

10.1	Amendment dated December 26, 2023 to the Amended and Restated Employment Agreement by and between AudioEye, Inc. and David Moradi, dated April 5, 2022

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 28, 2023	AudioEye, Inc.
	(Registrant)


	By	/s/ James Spolar
	Name: James Spolar
	Title: General Counsel and Secretary

Exhibit 10.1

AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDMENT (this “Amendment”) is made and entered into as of December 26, 2023 (“Effective Date”) by and between AudioEye, Inc. (the “Company”), and David Moradi, a natural person (“Executive”) and amends the Amended and Restated Employment Agreement (the “Employment Agreement”) made and entered into as of April 5, 2022, by and between the Company and Executive.

RECITALS

WHEREAS, Executive is a senior executive and officer of the Company and has made and is expected to continue to make major contributions to the profitability, growth and financial strength of the Company; and

WHEREAS, the Company and Executive desire to amend the Employment Agreement, as set forth in this Amendment.

AGREEMENT

The Company and Executive hereby agree as follows:

Salary. Effective January 1, 2024, Section 4 (Salary) of the Agreement is hereby replaced in its entirety as follows:

“The Company agrees to pay Executive a salary (the “Salary”) during his employment at an annual rate of $400,000 per year. The Company shall make all Salary payments in periodic installments in accordance with the Company’s regular payroll practices.”

Miscellaneous.

(a) The Amendment and the Employment Agreement constitute and embody the full and complete understanding and agreement of the parties with respect to Executive’s employment by the Company.

(b) The provisions of Section 14 (Miscellaneous) of the Employment Agreement shall apply to this Amendment, mutatis mutandis.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, Executive and the Company have caused this Amended and Restated Employment Agreement to be executed as of the date first above written.

	AudioEye, Inc.


By:	/s/ Carr Bettis	/s/ David Moradi
	Carr Bettis	David Moradi
	Chairman of the Board and
	Executive Chairman

Cover	Dec. 26, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 26, 2023
Entity File Number	001-38640
Entity Registrant Name	AUDIOEYE, INC.
Entity Central Index Key	0001362190
Entity Tax Identification Number	20-2939845
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5210 E. Williams Circle
Entity Address, Address Line Two	Suite 750
Entity Address, City or Town	Tucson
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85711
City Area Code	866
Local Phone Number	331-5324
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	AEYE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false