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|3Sep 4, 4:31 PM ET

Sero Capital LLC 3

3 · AUDIOEYE INC · Filed Sep 4, 2018

Insider Transaction Report

Form 3
Period: 2018-09-04
AUDIOEYE INCAEYE
Sero Capital LLC
10% Owner
Holdings

  • Common Stock

    155,169

  • Common Stock

    (indirect: By LLC)
    1,656,740

  • Warrants (right to buy)

    Exercise: $10.00From: 2014-01-30Exp: 2020-01-15→ Common Stock (57,334 underlying)

  • Series A Convertible Preferred Stock

    → Common Stock

  • Warrants (right to buy)

    Exercise: $15.00From: 2015-01-15Exp: 2020-01-15→ Common Stock (56,250 underlying)

  • Warrants (right to buy)

    Exercise: $6.25From: 2016-04-19Exp: 2021-04-19→ Common Stock (4,000 underlying)

  • Warrants (right to buy)

    (indirect: By LLC)
    Exercise: $2.50From: 2017-11-17Exp: 2022-11-17→ Common Stock (295,000 underlying)

  • Warrants (right to buy)

    (indirect: By LLC)
    Exercise: $2.50From: 2015-11-06Exp: 2020-11-06→ Common Stock (590,000 underlying)

  • Warrants (right to buy)

    (indirect: By LLC)
    Exercise: $6.25From: 2018-08-23Exp: 2022-09-29→ Common Stock (42,858 underlying)
Footnotes (5)
  • [F1]Securities of AudioEye, Inc. (the "Issuer") held directly by David Moradi.
  • [F2]Securities of the Issuer held directly by Sero Capital LLC ("Sero Capital"). David Moradi is the Sole Member of Sero Capital and may be deemed to direct all voting and investment decisions made by Sero Capital.
  • [F3]The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.
  • [F4]Each share of Series A Preferred Stock shall be convertible, at any time and from time to time into that number of shares of the Issuer's common stock determined by dividing $10 (the "Stated Value") plus any accrued dividends with respect to such share by the Conversion Price of $4.385, subject to adjustment as described in the Certificate of Designations for the Series A Preferred Stock (the "Series A COD"). Holders of shares of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Issuer, cumulative dividends at the annual rate of 5% of the Stated Value per share of Series A Preferred Stock. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared.
  • [F5](Continued from Footnote 4) Subject to the terms of the Series A COD, at any time the Issuer shall be entitled to redeem any or all of the outstanding shares of Series A Preferred Stock at a per share price equal to 125% of the Stated Value plus accumulated dividends, payable in cash.

Documents

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