AudioEye Inc. Amends Loan Agreement with Western Alliance Bank

What Happened
AudioEye, Inc. announced on September 18, 2026 that it entered into a Fourth Loan Modification Agreement with Western Alliance Bank that amends its existing Loan and Security Agreement. The amendment allows the company to add back certain litigation expenses when calculating “Adjusted EBIDA”/“Adjusted EBITDA” (subject to the company’s good-faith determination and the Bank’s reasonable acceptance) and revises the company’s permitted stock buyback limits for fiscal years 2025–2027.

Key Details

• Fourth Loan Modification Agreement dated September 18, 2026, between AudioEye and Western Alliance Bank (filed as Exhibit 10.1).
• Litigation expense add-back: up to $5.0 million on a trailing 12-month basis through December 31, 2026; up to $3.0 million on a trailing 12-month basis from January 1, 2027 through December 31, 2027.
• Permitted stock buybacks: replaces prior annual limits for 2025–2027 with an aggregate cap not to exceed $7.0 million for those three years; annual limit of $2.0 million remains for fiscal 2028 and thereafter.
• Amendment modifies definitions used to calculate covenant metrics (Adjusted EBIDA/Adjusted EBITDA) under the Loan Agreement.

Why It Matters
These changes directly affect how AudioEye’s financial covenants are calculated (Adjusted EBITDA), which can influence covenant compliance and liquidity assessments by lenders and investors. Allowing litigation costs to be added back — subject to the Bank’s approval — can temporarily boost reported adjusted earnings metrics. The consolidated $7.0 million buyback cap for 2025–2027 gives the company more timing flexibility for repurchasing shares while keeping longer-term annual limits in place. Investors should note the adjustments are contractual amendments to the existing loan and rely on the Bank’s acceptance of the company’s determinations.