Attached files

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EX-99.1 - EX-99.1 - AUDIOEYE INCa15-1419_1ex99d1.htm
EX-4.01 - EX-4.01 - AUDIOEYE INCa15-1419_1ex4d01.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 31, 2014

 

AUDIOEYE, INC.

 

DELAWARE

 

333-17746

 

20-2939845

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

5210 E. Williams Circle, Suite 500

Tucson, Arizona 85711

(Address of principal executive offices)

 

(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 (See General Instruction A.2. below):

 

¨            Written communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)

 

¨            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨            Pre-commencement communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 3.02

Unregistered Sales of Equity Securities

 

Effective December 31, 2014, AudioEye, Inc. (the “Company”) sold an aggregate of 6,687,500 units to eleven accredited investors for gross proceeds of $2,675,000 in a private placement (the “Private Placement”).  The Company paid $144,000 in commissions to a placement agent.  The units in the Private Placement consisted of 6,687,500 shares of the Company’s common stock and warrants (the “Warrants”) to purchase an additional 2,867,813 shares of common stock, which include Warrants to purchase 360,000 shares of the Company’s Common Stock issued to a placement agent.  The Warrants are for a term of five years and have an exercise price of $0.60 per share.

 

The securities issued in the Private Placement were not registered under the Securities Act of 1933, as amended (the “Act”) in reliance upon the exemption from registration contained in Section 4(2) of the Act and Regulation D promulgated under the Act.  The securities may not be offered or sold in the United States by the holder in the absence of an effective registration statement or exemption from the registration requirements of the Act.  The Company intends to use the proceeds from the Private Placement for general corporate purposes.

 

Item 8.01

Other Events

 

On January 7, 2015, the Company issued a press release with respect to the Private Placement.

 

Item 9.01

Financial Statements and Exhibits

 

 

(d)

4.01        Form of Warrant

 

 

 

 

 

99.1        Press Release

 

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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.

 

 

Date: January 7, 2015

AUDIOEYE, INC.

 

 

 

 

 

By:

/s/ Nathaniel T. Bradley

 

 

Nathaniel T. Bradley, President and Chief Executive Officer

 

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Index to Exhibits

 

Exhibit No.

 

Description

 

 

 

4.01

 

Form of Warrant

 

 

 

99.1

 

Press Release

 

4