UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): ~~May~~June 2617, 2026

AUDIOEYE, INC.

(Exact name of registrant as specified in charter)

Delaware	001-38640	20-2939845
State of Other Jurisdiction of Incorporation	Commission File Number	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

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.00001 per share

AEYE

The Nasdaq Capital Market

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 45.~~01.~~02 ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Dismissal~~On June 17, 2026, the Board of ~~Independent~~Directors ~~Registered~~(the ~~Public~~“Board”) ~~Accounting~~of ~~Firm~~AudioEye, Inc. (the “Company”) approved the election of Matthew Domeyer to the position of Chief Financial Officer of the Company, to be effective on July 20, 2026 (the “Effective Date”). Mr. Domeyer will replace Kelly Georgevich as Chief Financial Officer, pursuant to the Board’s succession planning following the appointment of Ms. Georgevich as the Company’s Chief Executive Officer on May 4, 2026.

OnMr. Domeyer, age ~~May~~43, 26has nearly 20 years of leadership experience across public company finance, ~~2026~~strategic planning, ~~the~~corporate ~~Audit~~governance, treasury ~~Committee~~and offinancial ~~the~~operations. ~~Board~~Mr. Domeyer ofcurrently ~~Directors~~serves as Corporate Controller of ~~AudioEye,~~Flexsteel Industries, Inc., (one of the ~~“Company”)~~largest residential ~~approved~~furniture manufacturers, importers, and marketers in the ~~dismissal~~United ofStates, ~~MaloneBailey~~where he has led SEC reporting, ~~LLP~~technical ~~(“MaloneBailey”)~~accounting, ~~which~~internal ~~had~~controls, ~~been~~tax, ~~serving~~treasury, asand shared services functions for the ~~Company~~publicly traded organization since January 2022. Previously, he held finance leadership roles at Upsher-Smith Laboratories, Inc., including Corporate Controller and Associate Director of Corporate Accounting, where he partnered with business leaders to drive operational efficiency, financial performance, and process improvement initiatives, from December 2014 to December 2021. Earlier in his career, Mr. Domeyer spent eight years with PricewaterhouseCoopers, providing audit and advisory services to private equity-backed, family-owned, and publicly traded multinational organizations across a range of industries. Mr. Domeyer holds a bachelor’s ~~independent~~degree ~~registered~~in ~~public~~ accounting ~~firm,~~from ~~effective~~University ~~immediately~~of Northern Iowa and is a Certified Public Accountant.

~~The~~There ~~reports of MaloneBailey~~are onno ~~the~~arrangements ~~Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2025, did not contain an adverse opinion~~ or ~~disclaimer~~understandings ofbetween ~~opinion~~Mr. Domeyer and ~~were~~any ~~not~~other ~~qualified~~person orpursuant ~~modified as~~ to ~~uncertainty,~~which ~~audit~~Mr. Domeyer ~~scope,~~was orselected ~~accounting~~as ~~principles. In connection~~an ~~with~~officer ~~the audit~~ of the Company’s. ~~consolidated~~There ~~financial~~are ~~statements~~no ~~for~~family ~~the~~relationships ~~fiscal~~between ~~years ended December 31, 2024 and 2025, and the subsequent interim period through and including May 26, 2026, there were (i)~~Mr. noDomeyer ~~disagreements between the Company~~ and ~~MaloneBailey on~~ any ~~matter~~director ~~of accounting principles~~ or ~~practices,~~executive ~~financial~~officer ~~statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction~~ of ~~MaloneBailey, would have caused it to make reference thereto in its reports on~~ the Company’s. ~~consolidated~~Mr. Domeyer ~~financial~~is ~~statements~~not ~~for~~and ~~such~~has ~~periods~~not ~~and~~been ~~(ii)~~a noparty ~~“reportable~~to ~~events”~~any astransaction ~~that~~requiring ~~term~~disclosure ispursuant ~~defined~~to in Item ~~304~~ 404(a)~~(1)(v)~~ of Regulation S-K.

~~The~~In connection ~~Company~~with ~~provided~~his ~~MaloneBailey with~~election aas ~~copy~~Chief ofFinancial Officer, the ~~foregoing~~Company ~~disclosure~~ and ~~requested~~Mr. Domeyer ~~that~~entered ~~MaloneBailey~~into ~~furnish~~an Executive Employment Agreement (the ~~Company~~“Employment ~~with~~Agreement”), adated ~~letter~~as ~~addressed~~of June 17, 2026, to be effective on the ~~Securities~~Effective Date. Under the Employment ~~and~~Agreement, ~~Exchange~~Mr. Domeyer ~~Commission~~will ~~stating~~receive ~~whether~~an orannual ~~not~~base itsalary ~~agrees~~of ~~with~~$350,000. The Employment Agreement also provides that the ~~above~~Company will ~~statements~~pay Mr. Domeyer Aa ~~copy~~one-time ofcash signing bonus in the ~~letter~~amount ~~from~~of ~~MaloneBailey~~$75,000, ~~dated~~which asamount ofis subject to repayment by Mr. Domeyer ~~May~~in ~~26,~~the ~~2026,~~event his employment is ~~attached~~terminated by the Company for Cause (as ~~Exhibit~~defined ~~16.1~~in the Employment Agreement) or he terminates his employment without Good Reason (as defined in the Employment Agreement) prior to ~~this~~the ~~Current~~first ~~Report~~anniversary onof ~~Form~~the ~~8-K~~Effective Date.

~~Appointment~~The Employment Agreement further provides that, on the Effective Date, the Company will grant Mr. Domeyer 36,000 stock units, of ~~New~~which (i) 3,000 ~~Independent~~will ~~Registered~~be ~~Public~~signing ~~Accounting~~time-based ~~Firm~~restricted stock units (“RSUs”) that will vest in full on the first anniversary of the Effective Date; (ii) 15,000 will be time-based RSUs that will vest as to 2,975 on September 30, 2026, 3,750 on December 31, 2026, 3,750 on March 31, 2027, 3,750 on June 30, 2027, and 775 on July 20, 2027; and (iii) 18,000 will be performance-based restricted stock units (“PSUs”). Of the PSUs, 9,781 PSUs will be eligible to vest based on the Company’s achievement of certain performance targets for 2026 established by the Compensation Committee, and 8,219 PSUs will be eligible to vest based on performance targets to be established by the Compensation Committee in connection with the Company’s 2027 annual budget.

OnThe Employment ~~May~~Agreement 26provides that if the Company terminates Mr. Domeyer’s employment for a reason other than death, ~~2026~~Disability (as defined in the Employment Agreement), or Cause, or if Mr. Domeyer terminates his employment for Good Reason, then the ~~Audit~~Company ~~Committee~~shall ~~approved~~pay ~~the~~or ~~engagement~~provide all of ~~RSM~~the USfollowing: ~~LLP~~ (~~“RSM”~~i) reimbursement toof ~~audit~~any ~~the~~and ~~Company’s~~all ~~consolidated~~reasonable ~~financial~~business ~~statements~~expenses ~~for~~paid or incurred through the ~~fiscal~~termination ~~year~~date; ~~ending~~(ii) receipt ~~December~~of ~~31,~~any ~~2026,~~earned ~~and~~but tounpaid ~~provide~~base ~~other~~salary ~~services,~~through ~~including~~his ~~the~~last ~~review~~date of employment with the Company; and (iii) subject to Mr. Domeyer’s ~~quarterly~~satisfying ~~consolidated financial~~certain ~~statements~~release ~~beginning~~conditions ~~with~~described in the ~~quarter~~Employment ~~ending~~Agreement, ~~June~~receipt ~~30,~~of an ~~2026~~amount equal to a portion of his base salary as set forth below and certain medical benefits as described below.

~~During~~The base ~~the~~salary ~~Company’s fiscal~~portion ~~years~~of ~~ended~~the ~~December~~separation ~~31,~~payment ~~2024~~described ~~and~~above ~~2025~~shall be, ~~and~~in the ~~subsequent~~event ~~interim~~such ~~period~~termination ~~through~~occurs ~~and~~prior ~~including~~to ~~May~~the 26one-year anniversary of the Effective Date, ~~2026~~12 months of his base salary, ~~neither~~and in the ~~Company nor~~event ~~anyone~~such termination occurs on ~~its~~or ~~behalf~~after ~~consulted~~the ~~with~~one-year ~~RSM~~anniversary ~~regarding~~of the ~~either:~~Effective Date, six months of his base salary (i)in each case at the ~~application~~rate ofthat ~~accounting~~was ~~principles~~in toeffect aat ~~specific~~the ~~transaction~~time of termination). Additionally, ~~either~~subject ~~completed~~to orMr. Domeyer’s ~~proposed,~~timely orelection of continuation coverage under the ~~type~~Consolidated Omnibus Budget Reconciliation Act of ~~audit~~1985, ~~opinion~~as ~~that~~amended ~~might~~(“COBRA”) bewith ~~rendered~~respect onto the Company’s ~~consolidated~~group ~~financial~~health ~~statements, in~~insurance ~~connection~~plans ~~with~~in which ahe ~~written~~participated ~~report~~immediately prior orto ~~oral~~the ~~advice~~termination ~~was~~date, ~~provided~~the toCompany will pay the ~~Company~~cost ~~that~~of ~~RSM~~COBRA ~~concluded~~continuation ~~was~~coverage anfor ~~important~~Mr. Domeyer ~~factor~~and ~~considered~~his eligible dependents byuntil the ~~Company~~earliest inof ~~reaching~~(i) Mr. Domeyer aand ~~decision~~his eligible dependents, as tothe ancase ~~accounting,~~may ~~auditing~~be, orceasing ~~financial~~to ~~reporting~~be ~~issue;~~eligible orunder COBRA; (ii) the date ~~any~~upon ~~matter~~which ~~that~~he ~~was~~and ~~the~~his ~~subject of~~eligible adependents ~~“disagreement”~~become ascovered ~~defined~~under insimilar ~~Item 304~~plans; (aiii)~~(1)(iv)~~ in the case of ~~Regulation~~employment Stermination prior to the one-Kyear oranniversary aof ~~“reportable~~the ~~event”~~Effective asDate, ~~described in~~12 ~~Item 304~~months following the termination date; or (aiv)~~(1)(v)~~ in the case of ~~Regulation~~employment Stermination on or after the one-Kyear anniversary of the Effective Date, six months following the termination date.

The Employment Agreement also provides that if a Change of Control (as defined in the Employment Agreement) occurs and, on or within 12 months following the occurrence of such Change of Control, Mr. Domeyer’s employment with the Company (or its successor) terminates involuntarily for a reason other than Cause or terminates because of resignation for Good Reason, then all unvested RSUs held by him will vest in full as of his termination date and all unvested PSUs held by him will vest as of his termination date based on deemed achievement of the applicable performance target (at any applicable target level).

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 7.01

Regulation FD Disclosure

On June 18, 2026, the Company issued a press release related to the matters described above. A copy of the press release is attached hereto as Exhibit 99.1.

The information set forth in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
Exhibit Number	Description
Number		Description
10.1	Executive Employment Agreement, dated as of June 17, 2026, by and between AudioEye, Inc. and Matthew Domeyer
16.1		Letter of MaloneBailey, LLP dated May 26, 2026
99.1	Press release, dated June 18, 2026
104	Cover Page Interactive Data File	~~Cover Page Interactive Data File~~

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.

May 26, 2026	AudioEye, Inc.
June 18, 2026	AudioEye, Inc.
	(Registrant)
	By	/s/ Kelly Georgevich
	Name:	Kelly Georgevich
	Title:	Chief Executive Officer and Chief Financial Officer

Filing Compare · AUDIOEYE INC