AUDIOEYE INC - Quarter Report: 2015 June (Form 10-Q)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2015

 

o         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from [ ] to [ ]

 

Commission file number 333-177463

 

 

 

AudioEye, Inc.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code:  866-331-5324

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x

 

As of July 31, 2015, 81,692,280 shares of the registrant’s common stock were issued and outstanding.

 

 

Table of Contents

 

TABLE OF CONTENTS

 

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Consolidated Balance Sheet as of June 30, 2015 and December 31, 2014 (unaudited)	2
	Consolidated Statement of Operations for the three and six months ended June 30, 2015 and 2014 (unaudited)	3
	Consolidated Statements of Cash Flows for the three and six months ended June 30, 2015 and 2014 (unaudited)	4
	Notes to Consolidated Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	21
SIGNATURES

 

 

Table of Contents

 

PART I — FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

The financial information set forth below with respect to the financial statements as of June 30, 2015 and 2014 and for the three and six month periods ended June 30, 2015 and 2014 is unaudited. This financial information, in the opinion of our management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the three and six month periods ended June 30, 2015 are not necessarily indicative of results to be expected for any subsequent period. Our fiscal year end is December 31.

 

1

Table of Contents

 

AUDIOEYE, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

		June 30, 2015			December 31, 2014
ASSETS
Current Assets
Cash		$	1,145,482		$	1,672,901
Accounts receivable, net		17,582			261,676
Related party receivables		8,000			10,000
Marketable securities held in related party		13,800			13,800
Non-marketable securities held in related party		50,000			50,000
Subscription receivable		—			1,175,000
Prepaid expenses and other current assets		115,070			90,688
Total Current Assets		1,349,934			3,274,065
Property and equipment, net		568			651
Intangible assets, net		2,859,139			3,097,293
Goodwill		700,528			700,528
Total Assets		$	4,910,169		$	7,072,537
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses		$	551,963		$	779,891
Billings in excess of costs		32,500			123,908
Notes and loans payable-current		24,000			24,000
Related party payables		—			228,983
Total Current Liabilities		608,463			1,156,782
Long Term Liabilities
Notes and loans payable-long term		35,800			51,800
Total Long Term Liabilities		35,800			51,800
Total Liabilities		644,263			1,208,582
STOCKHOLDERS’ EQUITY
Preferred stock, $0.00001 par value, 10,000,000 shares authorized, 1,750,000 and -0- issued and outstanding, as of June 30, 2015 and December 31, 2014, respectively		2			—
Common stock, $0.00001 par value, 250,000,000 shares authorized, 81,638,176 and 77,817,861 issued and outstanding, as of June 30, 2015 and December 31, 2014, respectively		816			778
Treasury stock		(623,000		)	(623,000		)
Additional paid in capital		27,800,133			23,516,463
Accumulated deficit		(22,912,045		)	(17,030,286		)
Total Stockholders’ Equity		4,265,906			5,863,955
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	4,910,169		$	7,072,537

 

See Notes to Unaudited Consolidated Financial Statements

 

2

Table of Contents

 

AUDIOEYE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		Three Months Ended						Six Months Ended
		June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Revenue		$	104,423		$	50,195		$	205,461		$	92,722
Revenue from related party		—			1,125			—			4,250
Total revenues		104,423			51,320			205,461			96,972
Cost of revenues		394,502			334,312			856,633			375,465
Gross loss		(290,079		)	(282,992		)	(651,172		)	(278,493		)
Operating expenses:
Selling and marketing		210,029			251,705			576,396			522,088
Research and development		58,738			108,146			201,020			238,770
General and administrative expenses		2,167,320			1,135,947			4,188,547			2,803,547
Amortization and depreciation		133,944			116,577			267,888			215,850
Total operating expenses		2,570,031			1,612,375			5,233,851			3,780,255
Operating loss		(2,860,110		)	(1,895,367		)	(5,885,023		)	(4,058,748		)
Other income (expense)
Interest income (expense)		157			(461		)	3,264			(7,444		)
Total other income (expense)		157			(461		)	3,264			(7,444		)
Net loss			(2,859,953	)		(1,895,828	)		(5,881,759	)		(4,066,192	)
Deemed dividend on Series A convertible preferred stock		(594,641		)	—			(594,641		)	—
Net loss attributable to common stockholders		$	(3,454,594	)	$	(1,895,828	)	$	(6,476,400	)	$	(4,066,192	)
Net loss per common share — basic and diluted		$	(0.04	)	$	(0.03	)	$	(0.08	)	$	(0.07	)
Weighted average common shares outstanding — basic and diluted		79,531,225			55,484,007			79,139,308			54,946,209

 

See Notes to Unaudited Consolidated Financial Statements

 

3

Table of Contents

 

AUDIOEYE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		For the Six Months ended
		June 30, 2015			June 30, 2014
Cash Flows from Operating Activities:
Net (loss)		$	(5,881,759	)	$	(4,066,192	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		267,888			215,850
Stock, option and warrant expense		1,500,270			1,227,408
Common stock issued for services		664,497			396,620
Amortization of debt discount		—			1,155
Changes in operating assets and liabilities:
Accounts receivable		246,094			30,355
Related party receivable		—			55,875
Prepaid expenses and other current assets		(24,382		)	(68,938		)
Accounts payable and accruals		(227,928		)	689,102
Billings in excess of costs		(91,408		)	17,772
Deferred revenue		—			600
Related party payables		(228,983		)	(156,424		)
Net cash used in operating activities		(3,775,711		)	(1,656,817		)
Cash Flows from Investing Activities:
Cash paid for intangible assets		(29,650		)	(420,711		)
Net cash used in investing activities		(29,650		)	(420,711		)
Cash Flows from Financing Activities:
Repayment of note payable		(16,000		)	(164,000		)
Issuance of common stock for cash		325,000			895,689
Collection of stock subscription receivable		1,175,000			—
Issuance of preferred stock for cash		1,750,000			—
Issuance of equity for cash exercise of options and warrants		43,942			13,000
Net cash provided by financing activities		3,277,942			744,689
Net decrease in cash		(527,419		)	(1,332,839		)
Cash - beginning of period		1,672,901			1,847,004
Cash - end of period		$	1,145,482		$	514,165
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid		$	307		$	7,444
Income taxes paid		—			—
Issuance of common stock for subscriptions receivable		—			60,000
Accounts receivable converted to marketable securities		—			60,000
Deemed dividend beneficial conversion feature on convertible preferred stock		594,641			—

 

See Notes to Unaudited Consolidated Financial Statements

 

4

Table of Contents

 

AUDIOEYE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2015 (Unaudited)

 

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

 

The accompanying unaudited interim financial statements of AudioEye, Inc. and its wholly-owned subsidiary (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 10, 2015.

 

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the year ended December 31, 2014 as reported in the Company’s Annual Report on Form 10-K have been omitted.

 

Corporate Information and Background

 

AudioEye, Inc. was formed as a Delaware corporation on May 20, 2005. The Company focuses on providing its customers with the most complete and inclusive web accessibility solution available.  The Company’s suite of technologies allows its customers to provide their site visitors with an enhanced web experience.  When implemented, the Company believes its solutions offer businesses the opportunity to reach more customers, improve brand image, and build additional brand loyalty.  In addition, the Company’s solutions provide organizations with the ability to comply with internationally accepted web content accessibility guidelines (WCAG) as well as United States, Canadian and United Kingdom accessibility laws.

 

Reclassification

 

Certain prior year amounts have been reclassified to conform to the current year presentation.

 

Revenue Recognition

 

Revenue is recognized when all applicable recognition criteria have been met, which generally include: (a) persuasive evidence of an existing arrangement; (b) a fixed or determinable price; (c) delivery has occurred or service has been rendered; and (d) the collectability of the sales price is reasonably assured. For software and technology development contracts where applicable, the Company recognizes revenues on a percentage of completion method based upon several factors including but not limited to: (a) an estimate of total hours and milestones to complete; (b) the total hours completed; (c) the delivery of services rendered; (d) the change in estimates; and (e) the collectability of the contract.

 

Licensing revenues for intangible assets, including intellectual property such as patents and trademarks, are recognized when all applicable criteria have been met: (a) persuasive evidence of an existing arrangement; (b) a

 

5

Table of Contents

 

fixed or determinable price; (c) the delivery has occurred or service has been rendered; and (d) the collectability of the sales price is reasonably assured. Licensing revenues are recognized over the term of the contract or, in the case of a perpetual license, revenues are recognized in the period the criteria have been met. In transactions where the Company engages in a non-cash exchange, the Company follows ASC 845 and any potential revenue is recorded as other income.

 

NOTE 2: GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which contemplates the continuation of the Company as a going concern.  For the three and six months ended June 30, 2015, the Company recorded net losses of $2,859,953 and $5,881,759, respectively.  As of June 30, 2015, the Company had $1,349,934 of current assets and $608,463 of current liabilities, netting to a working capital of $741,471.

 

During 2014, the Company focused on continuing development of its products, expanding its operations to meet expected sales, and generating new revenues primarily through the licensing of its technology.  The impact of that strategy was a significant increase in the Company’s operating expenses while its revenues lagged due to the length of the sales cycle for its product.   During 2015, the Company shifted strategy to focus more heavily on generating cash sales of its product and reducing expenses.  The impact of the expense reductions can be seen in both cost of revenues and total operating expenses.  Cost of revenues in the first quarter of 2015 was $462,131 while cost of revenue in the second quarter of 2015 was $394,502, a reduction of 15%.  Total operating expenses, exclusive of stock, option and warrant expense in the three months ended June 30, 2015 declined to $1,629,554 from $2,104,027 during the three months ended March 31, 2015, a reduction of 23%.  As these expense reductions occurred primarily during the three months ended June 30, 2015, the run rate impact on the Company is much greater.  Also, the 2015 operating expenses included one time costs associated with the restatement of previously filed financial statements as well as the exit costs of the previous Executive Chairman and Chief Financial Officer.

 

However, even with the greater focus on cash revenue generation and the ongoing cost reductions, the conditions described in the first paragraph, above, raise substantial doubt about the Company’s ability to continue as a going concern.    While the Company has been successful in raising capital in the past, there is no assurance that it will be successful at raising additional capital in the future. Additionally, if the Company’s plans are not achieved and/or if significant unanticipated events occur, the Company may have to further modify its business plan.

 

NOTE 3: RELATED PARTY TRANSACTIONS

 

For the three and six months ended June 30, 2015 and 2014, there were revenues earned of $-0- and $1,125 and $-0- and $4,250, respectively, for services performed for related parties.

 

The Company holds 60,000 shares in Peartrack Security Systems, formerly Ecologic Transportation, as of June 30, 2015 resulting from the conversion of a $60,000 accounts receivable balance in 2014. In 2014, the Company invested $50,000 in Cannonball Red in return for 97,500 shares held as of June 30, 2015. Both companies are affiliated with related parties.

 

In summary, as of June 30, 2015 and December 31, 2014  the total balances of related party payables were $0 and $228,983, respectively.

 

As of June 30, 2015 and December 31, 2014, there were outstanding receivables of $8,000 and $10,000, respectively, for services performed for related parties.

 

NOTE 4: NOTES PAYABLE

 

As of June 30, 2015 and December 31, 2014, the Company had current and long term notes payable of $24,000 and $24,000 and $35,800 and $51,800, respectively as shown in the table below.

 

Notes and loans payable		June 30, 2015			December 31, 2014
Short Term
Maryland TEDCO Note		$	24,000		$	24,000
Total		$	24,000		$	24,000
Long Term
Maryland TEDCO Note		$	35,800		$	51,800
Total		$	35,800		$	51,800

 

As of December 31, 2012, the Company had an outstanding loan to a third party in the amount of $74,900, which was originally issued during 2006 as part of an investment agreement.  The loan was unsecured and bore interest at 25% per year for four years. The Company had accrued interest of $74,900, which was included in accounts payable and accrued expenses on the balance sheet.  The note was in default until October 24, 2011, at which time the Company entered into a Termination and Release Agreement (“Release”) with the noteholder.  The terms of the Release, among other things, terminated the Investment Agreement between the parties, and required the Company to issue a Promissory Note to the noteholder in the combined amount of principal and accrued interest owed to date, for a total principal amount of $149,800 (the “Maryland TEDCO Note”).  The Maryland TEDCO Note is interest free, and is payable in monthly installments of $2,000 beginning November 1, 2011.  As of June 30, 2015 and December 31,  2014 the principal amount owing was $59,800 and $75,800, respectively, of which $24,000 and $24,000, respectively, has been recorded as the current portion of the note, and $35,800 and $51,800, respectively, as the long-term portion of the note, respectively.

 

NOTE 5: STOCKHOLDERS’ EQUITY

 

As of June 30, 2015 and December 31, 2014, the Company had 81,638,176 and 77,817,861 shares of common stock issued and outstanding, respectively.

 

On December 31, 2014, the Company sold an aggregate of 6,687,500 units to ten accredited investors for gross proceeds of $2,675,000 in the closing of a private placement.  Of this amount, $1,175,000 was recorded as a Subscription Receivable as of December 21, 2014.  Such subscription receivable was collected in 2015.

 

On January 15, 2015, the Company sold an additional 812,500 units under a private placement that had its initial close in December 2014 (the “December 2014 Private Placement”) to one institutional investor for gross proceeds of $325,000 with no commission payable. Each unit in the December 2014 Private Placement consisted of one share of the Company’s common stock and warrants to purchase ¼ of a share for every common share purchased.  The warrants have a term of five years and an exercise price of $0.60 per share.

 

On March 5, 2015, Paul Arena resigned as Chairman of the Board of Directors and Executive Chairman and was designated by AIM Group, Inc. as a consultant to the Company for the term of one year. On March 5, 2015, the Company and Mr. Arena, pursuant to a Separation and Release Agreement, agreed to the issuance of 500,000 restricted common shares in lieu of the January 27, 2014 issuance of 3,000,000 Performance Share Units. The agreement calls for the immediate release of 250,000

 

6

Table of Contents

 

common shares, or 50%, and up to 250,000 common shares, or 50%, be held in escrow until April 1, 2016 or until the Company’s 2015 audited financials are final. The 250,000 shares earned during the six months ended June 30, 2015 were valued and expensed at $117,500. The remaining 250,000 shares are not expected to be earned.

 

Commencing on May 1, 2015, the Company sold an aggregate of 175,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”) to 12 accredited investors at a purchase price of $10.00 per share (the “Purchase Price”) for proceeds of $1,750,000 in a private placement. Each share of the Preferred Stock may be converted into shares of common stock of the Company by dividing the Purchase Price plus any accumulated dividends with respect to such share by an initial conversion price of $0.1754 (subject to adjustment for stock splits, stock dividends and similar actions). The Company may redeem the Preferred Stock at any time for an amount equal to $12.50 plus accumulated dividends. The Preferred Stock will bear a dividend of 5% of the purchase price when, as and if declared by the Board of Directors of the Company. The Company evaluated the convertible preferred stock under FASB ASC 470-20-30 and determined it contained a beneficial conversion feature. The intrinsic value of the beneficial conversion feature was determined to be $594,641. The beneficial conversion feature was fully amortized and recorded as a deemed dividend.

 

From January 1, 2015 through June 30, 2015, the Company also issued 109,855 shares of common stock pursuant to exercise of warrants for total proceeds of $43,942. The Company also issued 2,647,960 additional shares of common stock for services provided for a total expense of $546,998.

 

NOTE 6: OPTIONS

 

As of June 30, 2015 and December 31, 2014, the Company has granted options to purchase 13,363,400 and 11,434,350 shares of common stock, respectively.

 

7

Table of Contents

 

		Number of Options		Wtd Avg. Exercise Price			Wtd Avg. Remaining Term		Exercisable		Intrinsic Value of Exercisable Options
Outstanding at December 31, 2014		11,434,350		$	0.47		3.79		5,635,250		$	460,941
Granted		3,018,550		0.38			6.05				—
Forfeited		1,089,500		0.48			4.22				—
Outstanding at June 30, 2015		13,363,400		$	0.45		3.51		7,369,780		$	—

 

The option grants during the six months ended June 30, 2015 were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 2.67 to 3.26 years, expected volatility of 100%, risk free interest rate of 0.76% to 1.83%, and expected dividend yield of 0%.

 

On January 5, 2015, the Company issued 37,500 options, which vest 50% after one year and 2.01% every month thereafter, have an exercise price of $0.43, and expire on January 5, 2020. The value on the grant date of the options was $10,357 and the option expense for the six months ended June 30, 2015 was determined to be $3,329.

 

On January 9, 2015, the Company issued 100,000 options, which vest 50% after one year and 2.01% every month thereafter, have an exercise price of $0.40, and expire on January 9, 2020. The value on the grant date of the options was $25,679 and the option expense for the six months ended June 30, 2015 was determined to be $8,067.

 

On February 2, 2015, the Company issued 17,500 options, which vest 50% after one year and 2.01% every month thereafter, have an exercise price of $0.59, and expire on February 2, 2020. The value on the grant date of the options was $6,183 and the option expense for the six months ended June 30, 2015 was determined to be $1,671.

 

On February 23, 2015, the Company issued 35,000 options, which vest 50% after one year and 2.01% every month thereafter, have an exercise price of $0.50, and expire on February 23, 2020. The value on the grant date of the options was $11,246 and the option expense for the six months ended June 30, 2015 was determined to be $2,609.

 

On March 5, 2015, the Company issued 150,000 options, which vest 33.33% immediately and 16.66% every 90 days thereafter, have an exercise price of $0.40, and expire on March 5, 2018. The value on the grant date of the options was $44,252 and the option expense for the six months ended June 30, 2015 was determined to be $24,207.

 

On March 12, 2015, the Company issued 1,981,550 options, which vest 50% after one year and 2.01% every month thereafter, have an exercise price of $0.44, and expire on March 12, 2020. The value on the grant date of the options was $609,722 and the option expense for the six months ended June 30, 2015 was determined to be $122,501.

 

On March 16, 2015, the Company issued 47,000 options, which vest 50% after one year and 2.01% every month thereafter, have an exercise price of $0.47, and expire on March 16, 2020. The value on the grant date of the options was $15,365 and the option expense for the six months ended June 30, 2015 was determined to be $2,975.

 

On June 2, 2015, the Company issued 150,000 options, which vest 33.33% immediately and 16.66% every 90 days thereafter, have an exercise price of $0.16, and expire on June 2, 2018. The value on the grant date of the options was $14,359 and the option expense for the six months ended June 30, 2015 was determined to be $5,521.

 

On June 15, 2015, the Company issued 500,000 options, which vest 50% immediately and 25% after one year and 1.04% every month thereafter, have an exercise price of $0.15, and expire on June 15, 2020. The value on the grant date of the options was $45,245 and the option expense for the six months ended June 30, 2015 was determined to be $23,087.

 

For the six months ended June 30, 2015, expense amortized for options issued prior to January 1, 2015 was $580,732.

 

For the three and six months ended June 30, 2015 and 2014, total stock compensation expense related to the options totaled $397,134 and $290,158 and $774,700 and $624,353, respectively. For the three and six months ended June 30, 2015 and 2014, stock compensation expense related to the options, warrants and performance share units totaled $940,477 and $378,260 and $1,500,270 and $1,227,408, respectively. The total stock compensation expense related to the options, warrants and performance share units to be amortized through June 30, 2019 is $2,481,863 as of June 30, 2015.

 

NOTE 7: WARRANTS

 

Below is a table summarizing the Company’s outstanding warrants as of June 30, 2015 and December 31, 2014:

 

8

Table of Contents

 

		Number of Warrants		Wtd Avg. Exercise Price			Wtd Avg. Remaining Term		Exercisable		Intrinsic Value of Exercisable Warrants
Outstanding at December 31, 2014		16,527,990		$	0.44		3.69		12,604,407		$	309,821
Exercised		109,855		0.40			—				—
Granted		3,353,125		0.20			—				—
Outstanding at June 30, 2015		19,771,260		$	0.40		3.46		16,327,737		$	—

 

The warrant grants during the six months ended June 30, 2015 were valued using the Black-Scholes pricing model. Significant assumptions used in the valuation include expected term of 1.50 to 3.26 years, expected volatility of 100%, risk free interest rate of 0.29% to 1.63%, and expected dividend yield of 0%.

 

On January 15, 2015, the Company sold an additional 812,500 units under the December 2014 Private Placement to one institutional investor for gross proceeds of $325,000 with no commission payable. Each unit in the December 2014 Private Placement consisted of one share of the Company’s common stock and warrants to purchase ¼ of a share for every common share purchased.  The warrants consisted of warrants to purchase up to 203,125 shares of the Company’s common stock. The warrants have a term of five years and an exercise price of $0.60 per share. The fair value on the grant date of the warrants was $76,629 and the expense for the six months ended June 30, 2015 was determined to be $0. As of June 30, 2015, these warrants have not been exercised.

 

On January 29, 2015, the Company issued three-year fully-vested warrants to purchase 150,000 shares of the Company’s common stock with an exercise price of $0.40 per share. The fair value on the grant date of the warrants was $61,066 and the expense for the six months ended June 30, 2015 was determined to be $8,481. As of June 30, 2015, these warrants have not been exercised.

 

On June 2, 2015, the Company issued three-year fully-vested warrants to purchase 3,000,000 shares of the Company’s common stock with an exercise price of $0.160 per share. The fair value on the grant date of the warrants was $358,510 and the expense for the six months ended June 30, 2015 was determined to be $358,510. As of June 30, 2015, these warrants have not been exercised.

 

For the three and six months ended June 30, 2015 and 2014, the Company has incurred warrant-based expense of $415,445 and $13,302 and $470,187 and $387,504, respectively. For the three and six months ended June 30, 2015 and 2014, stock compensation expense related to the options, warrants and performance share units totaled $940,477 and $378,260 and $1,500,270 and $1,227,408, respectively. The total stock compensation expense related to the options, warrants and performance share units to be amortized through June 30, 2019 is $2,481,863 as of June 30, 2015.

 

9

Table of Contents

 

NOTE 8: PERFORMANCE SHARE UNITS

 

On January 27, 2014, the Company entered into a Performance Share Unit Agreement under the AudioEye, Inc. 2013 Incentive Compensation Plan with Paul Arena, the Company’s Executive Chairman. Mr. Arena was granted an award of up to an aggregate of 3,000,000 Performance Share Units (“PSUs”).  Each PSU represents the right to receive one share of the Company’s common stock.  The number of PSUs for a performance period will be determined by the level of achievement of performance goals in accordance with the terms and provisions of the Performance Share Unit Agreement.

 

On March 5, 2015, Paul Arena resigned as Chairman of the Board of Directors and Executive Chairman and was designated by AIM Group, Inc. as a consultant to the Company for the term of one year. On March 5, 2015, the Company and Mr. Arena, pursuant to a Separation and Release Agreement, agreed to the issuance of 500,000 restricted common shares in lieu of the January 27, 2014 issuance of 3,000,000 PSUs.

 

Below is a table summarizing the Company’s outstanding performance share units as of June 30, 2015 and December 31, 2014:

 

							Wtd Avg.
		Number of PSUs		Wtd Avg. Grant Price			Remaining Term
Outstanding at December 31, 2014		4,500,000		$	0.40		2.00
Forfeited		3,000,000		0.33			2.67
Outstanding at June 30, 2015		1,500,000		$	0.54		1.00

 

For the three and six months ended June 30, 2015 and 2014, the Company has incurred performance share unit-based expense of $127,897 and $13,302 and $255,384 and $387,504, respectively.  For the three and six months ended June 30, 2015 and 2014, stock compensation expense related to the options, warrants and performance share units totaled $940,477 and $378,260 and $1,500,270 and $1,227,408, respectively. The total stock compensation expense related to the options, warrants and performance share units to be amortized through June 30, 2019 is $2,481,863 as of June 30, 2015.

 

NOTE 9: INTANGIBLE ASSETS

 

As of June 30, 2015, patents, technology and other intangibles with contractual terms were generally amortized over their estimated useful lives of five or ten years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.

 

Prior to any impairment adjustment, intangible assets consisted of the following:

 

		June 30,			December 31,
		2015			2014
Patents		$	3,641,030		$	3,611,380
Software Development Costs		388,125			388,125
Accumulated Amortization		(1,170,016		)	(902,212		)
Intangible Assets, Net		$	2,859,139		$	3,097,293

 

Software development costs and licensing intangible assets both have an estimated useful life of 3 years. Software development costs are incurred during the building of the Company’s Internet platform. Software development costs are subject to annual impairment testing.

 

10

Table of Contents

 

Amortization expense totaled $267,805 and $214,253 for the six months ended June 30, 2015 and 2014, respectively.

 

NOTE 10: FAIR VALUE MEASUREMENTS

 

The following are the Company’s assets and liabilities, measured at fair value on a recurring basis, as of June 30, 2015 and December 31, 2014:

 

		Fair Value			Fair Value Hierarchy
Marketable securities, June 30, 2015		$	13,800		Level 1
Marketable securities, December 31, 2014		$	13,800		Level 1

 

Fair value is an estimate of the exit price, representing the amount that would be received to, sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date). Fair value measurements are not adjusted for transaction cost. Fair value measurement under generally accepted accounting principles provides for use of a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value into three levels:

 

Level 1:                                                    Unadjusted quoted prices in active markets for identical assets or liabilities.

 

Level 2:                                                    Inputs other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

 

Level 3:                                                    Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

 

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.

 

NOTE 11: SUBSEQUENT EVENTS

 

On July 1, 2015, the Company entered into an Executive Employment Agreement with Carr Bettis pursuant to which Dr. Bettis was employed as the Company’s Executive Chairman/Chairman of the Board.  The term of the Executive Employment Agreement is one year commencing July 1, 2015, terminable at will by either the Company or Dr. Bettis and subject to extension upon mutual agreement.  He is to receive a base annual salary of $175,000 during the employment period, paid at the end of every calendar quarter in the form of options to purchase shares of the Company’s common stock.  The number of options to be issued for each quarterly period will be determined by means of a Black Scholes valuation whereby the number of options issued would have a value at the time of issuance equal to the dollar value of Dr. Bettis’ base salary for each calendar quarter.  He is entitled to receive bonuses at the sole discretion of the Company’s board of directors or the compensation committee.  Dr. Bettis is also entitled to equity awards under the Company’s incentive compensation plans.

 

During the month of July, 2015, the Company issued 54,104 common shares for services under consulting and referral agreements.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations or MD&A, should be read in conjunction with our consolidated financial statements and related notes in Part I, Item 1 of this report.

 

As used in this quarterly report, the terms “we,” “us,” “our” and similar references refer to AudioEye, Inc. and our wholly-owned subsidiary, unless otherwise indicated.

 

11

Table of Contents

 

Cautionary Note Regarding Forward-Looking Statements

 

Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. These statements are often, but not always, made through the use of words or phrases such as “believe”, “anticipate”, “should”, “intend”, “plan”, “will”, “expects”, “estimates”, “projects”, “positioned”, “strategy”, “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over which we have no control. Potential risks and uncertainties include, but are not limited to, those discussed in “Part I, Item 1A. Risk Factors” in our Annual Report filed on Form 10-K for the year ended December 31, 2014. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.

 

Overview

 

AudioEye, Inc. was formed as a Delaware corporation on May 20, 2005. We focus on providing our customers with the most complete and inclusive web accessibility solution available.  Our suite of technologies allows our customers to provide their site visitors with an enhanced web experience.  When implemented, we believe that our solutions offer businesses the opportunity to reach more customers, improve brand image, and build additional brand loyalty.  In addition, our solutions provide organizations with the ability to comply with internationally accepted web content accessibility guidelines (WCAG) as well as United States, Canadian and United Kingdom accessibility laws.

 

We generate revenues through the sale of our software as a service (SaaS) technology platform, called the AudioEye Ally Platform, to website owners, publishers, developers, and operators and through the licensing of our intellectual property. When adopting our technology, clients implement the Ally+ Toolbar into their website.  The Ally+ Toolbar helps an organization put a face on the issue of web accessibility. It provides site visitors with access to a dedicated web accessibility Help Desk, WCAG-compliant and enhanced accessibility for individuals utilizing their own assistive technologies, as well as the optional Reader in the cloud.

 

Whether a user has a vision impairment, hearing impairment, color blindness, is learning to read, or simply wants to hear the website read to them, our Reader is a full- scalable, cloud-based technology that utilizes patented architecture to deliver a fully accessible audio-enabled user experience that can be navigated, utilized, interacted with, and transacted from, without the use of a monitor or mouse. Using the Reader, site visitors can customize their user experience by listening to the website, using their keyboard to navigate, enlarging text, changing background and foreground colors, clicking to listen, among several other customizations.

 

12

Table of Contents

 

For organizations that do not want a managed SaaS solution and prefer to achieve WCAG 2.0 Level AA compliance on their own, our cloud-based Developer Portal provides them with a comprehensive single-source solution for tracking and maintaining a compliance audit of their web environments.  The self-service solution allows client developers to detect compliance issues and fix those issues through the implementation of the AudioEye JavaScript library in the client’s front-end web environment.  The system is also able to automatically fix specific compliance issues, vastly reducing the number of outstanding issues that require manual remediation, inherently reducing cost and time to market. The same Software-as-a-Service (SaaS) Developer Portal is utilized by our developers when servicing the our clients through our Ally+ managed service offering.

 

We provide our customers with detailed remediation (compliance fix) statistics and analytics that demonstrate Reader usage.  Organizations are thereby provided insight into the different ways in which site visitors are engaging with their website from a web accessibility perspective.

 

Our technology development was initiated at the University of Arizona Science & Technology Park in Tucson, Arizona. In 2006, we received technology development venture funding from the Maryland Technology Development Corporation (TEDCO), which contributed to the development of our platform strategy. TEDCO was created by the Maryland State Legislature in 1998 to facilitate the transfer and commercialization of technology from Maryland’s research universities and federal labs into the marketplace and to assist in the creation and growth of technology-based businesses in all regions of the State of Maryland, where we formerly had a technology development and administration office. Beginning in 2009, we engaged in a multi-year technology development program with the Eller College of Management’s Department of Management Information Systems at the University of Arizona.  In connection with our proprietary technology, our company has been issued a number of U.S. patents in two distinct patent families.  Today, an experienced team of in-house engineers, designers, and developers in our Atlanta, GA, and Tucson, AZ, offices develop our technology and software.

 

Our patented technology was a 2013 Edison Gold Award winner for innovation in the category of “Quality of Life.”

 

Our Annual Report filed on Form 10-K for the year ended December 31, 2014 provides additional information about our business and operations.

 

Results of Operations

 

Our consolidated audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”).  The discussion of the results of our operations compares the three and six months ended June 30, 2015 with the three and six months ended June 30, 2014 and are not necessarily indicative of the results which may be expected for any subsequent period.  Our prospects should be considered in light of the risks, expenses and difficulties encountered by companies in similar positions.  We may not be successful in addressing these risks and difficulties.

 

Comparative for the Three Months ended June 30, 2015 and June 30, 2014

 

Results of Operations

 

		Three Months Ended June 30,
		2015			2014
Revenue		$	104,423		$	50,195
Revenue from related party		—			1,125
Total revenues		104,423			51,320
Cost of sales		394,502			334,312
Gross loss		(290,079		)	(282,992		)
Operating expenses:
Selling & marketing		210,029			251,705
Research & development		58,738			108,146
General and administrative expenses		2,167,320			1,135,947
Amortization & depreciation		133,944			116,577
Operating loss		(2,860,110		)	(1,895,367		)
Interest income/(expense)		157			(461		)
Net (loss)			(2,859,953	)		(1,895,828	)
Deemed dividend on Series A convertible preferred stock		(594,641		)	—
Net loss attributable to common stockholders		$	(3,454,594	)	$	(1,895,828	)
Net (loss) per weighted average common shares outstanding — basic and diluted		$	(0.04	)	$	(0.03	)

 

13

Table of Contents

 

Revenue

 

For the three months ended June 30, 2015 and 2014, revenue was $104,423 and $50,195, respectively, consisting primarily of revenues from various levels of licensing, website design and maintenance. Revenues increased due to increased demand for our services. Additionally, for the three months ended June 30, 2015 and 2014, revenue from related party was $-0- and $1,125, respectively, consisting primarily of revenue from various levels of website design and maintenance.

 

Cost of Sales

 

For the three months ended June 30, 2015 and 2014, cost of sales was $394,502 and $334,312, respectively, consisting primarily of sub-contracting to outside sources, direct labor and direct technology costs.

 

Gross Loss

 

The increase in revenue was offset by the greater increase in our implementation costs resulting in a gross loss of $290,079 and $282,992 during the three months ended June 30, 2015 and 2014, respectively.  Gross loss increased as a result of increased costs of sales offsetting the increase in revenues.

 

Selling and Marketing Expenses

 

Selling and marketing expenses were $210,029 and $251,705 for the three months ended June 30, 2015 and 2014, respectively.  The decrease resulted from the reduction primarily in staffing levels.

 

Research and Development Expenses

 

Research and development expenses were $58,738 and $108,146 for three months ended June 30, 2015 and 2014, respectively. Research and development expenses declined from period to period and reflect the material completion of our product.

 

General and Administrative Expenses

 

General and administrative expenses were $2,167,320 and $1,135,947 for the three months ended June 30, 2015 and 2014, respectively. General and administrative expenses increased as a result of increases in new employees and the associated benefits costs as well as increased stock option and warrant expense.

 

Amortization and Depreciation

 

Amortization and depreciation expenses were $133,944 and $116,577 for the three months ended June 30, 2015 and 2014, respectively. The increase in expense was primarily related to an increase in intellectual property amortization.

 

Other Income/Expenses

 

Other income and expenses were income of $157 and charges of $461 for the three months ended June 30, 2015 and 2014, respectively.  The resulting change was due to a decrease in interest expense.

 

14

Table of Contents

 

Comparative for the Six Months ended June 30, 2015 and June 30, 2014

 

Results of Operations

 

		Six Months Ended June 30,
		2015			2014
Revenue		$	205,461		$	92,722
Revenue from related party		—			4,250
Total revenues		205,461			96,972
Cost of sales		856,633			375,465
Gross profit (loss)		(651,172		)	278,493
Operating expenses:
Selling & marketing		576,396			522,088
Research & development		201,020			238,770
General and administrative expenses		4,188,547			2,803,547
Amortization & depreciation		267,888			215,850
Operating (loss)		(5,885,023		)	(4,058,748		)
Interest income/(expense)		3,264			(7,444		)
Net (loss)		(5,881,759		)	(4,066,192		)
Deemed dividend on Series A convertible preferred stock		(594,641		)	—
Net loss attributable to common stockholders		$	(6,476,400	)	$	(4,066,192	)
Net (loss) per weighted average common shares outstanding — basic and diluted		$	(0.08	)	$	(0.07	)

 

15

Table of Contents

 

Revenue

 

For the six months ended June 30, 2015 and 2014, revenue was $205,461 and $92,722, respectively, consisting primarily of revenues from various levels of licensing, website design and maintenance. Revenues increased due to increased demand for our services. Additionally, for the six months ended June 30, 2015 and 2014, revenue from related party was $-0- and $4,250, respectively, consisting primarily of revenue from various levels of website design and maintenance.

 

Cost of Sales

 

For the six months ended June 30, 2015 and 2014, cost of sales was $856,633 and $375,465, respectively, consisting primarily of sub-contracting to outside sources, direct labor and direct technology costs.

 

Gross Loss

 

The increase in revenue was offset by the greater increase in our implementation costs resulting in a gross loss of $651,172 during the six months ended June 30, 2015 as compared to a gross loss of $278,493 for the six months ended June 30, 2014.

 

Selling and Marketing Expenses

 

Selling and marketing expenses were $576,396 and $522,088 for the six months ended June 30, 2015 and 2014, respectively.  The increase resulted from the establishment of dedicated resources to actively sell and market our products and services which exceeded the reduction in staffing costs.

 

Research and Development Expenses

 

Research and development expenses were $201,020 and $238,770 for six months ended June 30, 2015 and 2014, respectively. Research and development expenses were fairly consistent from period to period and reflect the establishment of a dedicated internal research group.

 

General and Administrative Expenses

 

General and administrative expenses were $4,188,547 and $2,803,547 for the six months ended June 30, 2015 and 2014, respectively. General and administrative expenses increased as a result of increases in new employees and the associated benefits costs as well as increased stock, option and warrant expense.

 

Amortization and Depreciation

 

Amortization and depreciation expenses were $267,888 and $215,850 for the six months ended June 30, 2015 and 2014, respectively. The increase in expense was primarily related to an increase in intellectual property amortization.

 

Other Income/Expenses

 

Other income and expenses were income of $3,264 and charges of $7,444 for the six months ended June 30, 2015 and 2014, respectively.  The resulting change was due to a decrease in interest expense.

 

Liquidity and Capital Resources

 

Working Capital

 

		At June 30,			At December 31,
		2015			2014
Current Assets		$	1,349,934		$	3,274,065
Current Liabilities		608,463			1,156,782
Working Capital		$	741,471		$	2,117,283

 

16

Table of Contents

 

The working capital surplus for the periods ended June 30, 2015 and December 31, 2014 was $741,471 and $2,712,981, respectively. The decrease in working capital was primarily due to a decrease in other assets associated with the settlement of a stock subscription receivable and a decrease in accounts payables and accrued expenses.

 

Cash Flows

 

		For the six months ended
		June 30,
		2015			2014
Net Cash Used in Operating Activities		$	(3,775,711	)	$	(1,656,817	)
Net Cash Used in Investing Activities		(29,650		)	(420,711		)
Net Cash Provided by Financing Activities		3,277,942			744,689
Net Decrease in Cash		$	(527,419	)	$	(1,332,839	)

 

We had cash in the amount of $1,145,482 and $1,672,901 as of June 30, 2015 and December 31, 2014, respectively.

 

On January 15, 2015, we sold an additional 812,500 units under a private placement that had its initial close in December 2014 (the “December 2014 Private Placement”) to one institutional investor for gross proceeds of $325,000 with no commission payable. Each unit in the December 2014 Private Placement consisted of one share of our common stock and warrants to purchase ¼ of a share for every common share purchased.  The warrants have a term of five years and an exercise price of $0.60 per share.

 

On May 1, 2015, we sold an aggregate of 175,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”) to 12 accredited investors at a purchase price of $10.00 per share (the “Purchase Price”) for proceeds of $1,750,000 in a private placement. Each share of the Preferred Stock may be converted into shares of our common stock by dividing the Purchase Price plus any accumulated dividends with respect to such share by an initial conversion price of $0.1754 (subject to adjustment for stock splits, stock dividends and similar actions). We may redeem the Preferred Stock at any time for a per share amount equal to $12.50 plus accumulated dividends. The Preferred Stock will bear a dividend of 5% of the purchase price when, as and if declared by our board of directors.

 

In view of our working capital position, continuing operating losses and limited cash, we will be required to raise additional capital through the sale of equity or debt securities or borrowings from financial institutions or third parties or a combination of the foregoing to continue to fund operations.  We cannot assure you that we will be able to obtain sufficient funds on acceptable terms or at all. Without such funds, we will be unable to implement our business plan or continue operations.

 

Critical Accounting Policies

 

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States. Preparing financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by our management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

 

Our critical accounting policies, as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, relate to capitalized legal patent costs, income taxes, goodwill, intangible assets, share-based payments, revenue recognition, and research and other accounting descriptions. There have been no material changes to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 except as set forth below.

 

17

Table of Contents

 

Revenue is recognized when all applicable recognition criteria have been met, which generally include: (a) persuasive evidence of an existing arrangement; (b) a fixed or determinable price; (c) delivery has occurred or service has been rendered; and (d) the collectability of the sales price is reasonably assured. For software and technology development contracts where applicable, we recognize revenues on a percentage of completion method based upon several factors including but not limited to: (a) an estimate of total hours and milestones to complete; (b) the total hours completed; (c) the delivery of services rendered; (d) the change in estimates; and (e) the collectability of the contract.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow for timely decisions regarding required disclosure.  Our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2015 due to omissions of disclosures in accordance with generally accepted accounting principles. Please refer to our Annual Report on Form 10-K for the year ended December 31, 2014 as filed with the SEC on July 10, 2015 for a complete discussion relating to the foregoing evaluation of our controls and procedures.

 

Changes in Internal Control over Financial Reporting

 

There have been improvements in our internal controls over financial reporting that occurred after the year ended December 31, 2014.  In the first quarter of 2015, we implemented the processes to effectively and accurately compute the revenues associated with non cash transactions and the revenues earned under the percentage of completion methodology.  Additionally, we implemented processes to mitigate the issue of sales to customers where collections were not reasonably assured.

 

18

Table of Contents

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are currently involved in various routine disputes and allegations incidental to our business operations. While it is not possible to determine the ultimate disposition of these matters, our management believes that the resolution of all such pending or threatened litigation is not likely to have a material adverse effect on our financial position or results of operations

 

In April 2015, two purported shareholder class action lawsuits were filed against us and our officer Nathaniel Bradley and former officer Edward O’Donnell in the U.S. District Court for the District of Arizona. The plaintiffs allege various causes of action against the defendants arising from our announcement that our previously issued financial results for the first three quarters of 2014 and the guidance for the fourth quarter of 2014 and the full year of 2014 could no longer be relied upon.  The complaints seek, among other relief, compensatory damages and plaintiff’s counsel’s fees and experts’ fees. The Court has not yet appointed a lead plaintiff or lead counsel, and we have not yet responded to the complaints. We believe that the lawsuits have no merit and intend to mount a vigorous defense. Given the current stage of the proceedings in this case, our management currently cannot assess the probability of losses, or reasonably estimate the range of losses, related to these matters.

 

Item 1A. Risk Factors

 

There have been no material changes from the risk factors disclosed in Item 1.A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2014.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Sales of Unregistered Securities

 

On May 1, 2015, we sold an aggregate of 175,000 shares of Series A Convertible Preferred Stock (the “Preferred Stock”) to 12 accredited investors at a purchase price of $10.00 per share (the “Purchase Price”) for proceeds of $1,750,000 in a private placement. Each share of the Preferred Stock may be converted into shares of our common stock by dividing the Purchase Price plus any accumulated dividends with respect to such share by an initial conversion price of $0.1754 (subject to adjustment for stock splits, stock dividends and similar actions). We may redeem the Preferred Stock at any time for a per share amount equal to $12.50 plus accumulated dividends. The Preferred Stock will bear a dividend of 5% of the purchase price when, as and if declared by our board of directors.

 

The offer and sale of the securities set forth above were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. We determined that the investors were accredited based on representations made by the investors to us.

 

Use of Proceeds from Public Offering of Common Stock

 

None.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

19

Table of Contents

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

20

Table of Contents

 

Item 6. Exhibits

 

Exhibit No.			Description
31	.1*		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31	.2*		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	.1*		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32	.2*		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	.INS		XBRL Instance Document
101	.SCH		XBRL Taxonomy Extension Schema Document
101	.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101	.DEF		XBRL Taxonomy Extension Definition Linkbase Document

 

*                                         Filed herewith.

 

21

Table of Contents

 

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, thereunto duly authorized on the 12th day of August, 2015.

 

	AUDIOEYE, INC.
	By:	/s/ Sean Bradley
		Sean Bradley
		President
	By:	/s/ Donald Weinstein
		Donald Weinstein
		Chief Financial Officer

 

22