Current Report Filing (8-k)
June 25 2021 - 4:39PM
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): June
23, 2021
AUDIOEYE, INC.
(Exact name of registrant as specified in charter)
Delaware
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001-38640
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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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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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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(s)
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Name of each exchange on which registered
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Common Stock, par value $0.00001 per share
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AEYE
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The Nasdaq Capital Market
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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. ¨
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
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On May 4, 2015, AudioEye, Inc. (the “Company”)
filed with the Delaware Secretary of State a Certificate of Designations of Series A Convertible Preferred Stock of the Company (“Initial
Filed Certificate of Designations”). On March 27, 2020, the Company filed with the Delaware Secretary of State (i) a Certificate
of Correction to the Initial Filed Certificate of Designations, rendering the Initial Filed Certificate of Designations null and void;
and (ii) a Certificate of Validation (the “Certificate of Validation”) to give effect to the Company’s issuance of 175,000
shares of its Series A Convertible Preferred Stock.
On June 23, 2021, the Company filed with the
Delaware Secretary of State a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Validation.
The Certificate of Correction
was filed to correct certain inaccuracies or defects in the Certificate of Designations of Series A Convertible Preferred Stock
filed with the Certificate of Validation, such corrections including, among other things, (i) indicating the cumulative nature and
terms of payment of dividends, (ii) specifying certain voting rights and thresholds and (iii) stating a conversion price equal to
$0.1754 rather than based on a formula. The conversion price in the Certificate of Correction was subject to a 25-for-1 reverse
split on the Company’s common stock on August 1, 2018 that adjusted the conversion price to $4.385 per share. On or prior to
May 25, 2021, all shares of Series A Convertible Preferred Stock were converted into common stock; currently, no shares of Series A
Convertible Preferred Stock are outstanding.
A copy of the Certificate of Correction,
as filed with the Delaware Secretary of State, is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein
by reference. The description of the Certificate of Correction contained herein does not purport to be complete and is qualified
in its entirety by reference to the full text of Exhibit 4.2.
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Item 9.01
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Financial Statements and Exhibits.
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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.
June 25, 2021
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AudioEye, Inc.
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(Registrant)
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By
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/s/ James Spolar
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Name: James Spolar
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Title: General Counsel and Secretary
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