Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 18, 2020



(Exact name of registrant as specified in charter)


Delaware 20-2939845
State of Other Jurisdiction of Incorporation 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 Common Trading Symbol(s) Name of each exchange on which registered

Stock, par value $0.00001

per share

AEYE The Nasdaq Stock Market LLC


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 May 18, 2020, at the Company’s Annual Meeting of Stockholders, the stockholders approved amendments to, and the restatement of, the AudioEye, Inc. 2019 Equity Incentive Plan (“Plan”) The amendments (i) increased the number of shares of common stock reserved for issuance under the Plan by 900,000 shares, from 1,000,000 shares to 1,900,000 shares and (ii) eliminated a section that provided that no Award under the Plan may vest, in the ordinary course, prior to the first anniversary of the date of grant of the Award; provided however, that up to 5% of the total share reserve may be subject to Awards that do not meet such vesting requirements; and further provided, that such minimum vesting criteria do not apply to Substitute Awards as defined in the Plan.






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.




May 22, 2020 AudioEye, Inc.
  By /s/ Heath Thompson
  Name: Heath Thompson
  Tittle: Chief Executive Officer