Audioeye Inc 8-K, filed Dec 28, 2023
Audioeye Inc (AEYE)
About this 8-K
Audioeye Inc filed this 8-K on December 28, 2023, reporting on events of December 26, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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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).
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| 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:
| 1. | 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.”
| 2. | 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]
| 1 |
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 |
| 2 |