UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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): March 31, 2025~~

Date of Report (Date of earliest event reported): April 29, 2025

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.

☐	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

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 ¨~~

IfEmerging ~~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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~

~~Chief Executive~~If ~~Officer~~an ~~Matters~~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. ☐

On March 31, 2025 (the “Effective Date”), AudioEye, Inc. (the “Company”) and David Moradi, the Company’s Chief Executive Officer, entered into a Second Amendment (the “Second Amendment”) to Mr. Moradi’s Amended and Restated Employment Agreement dated April 5, 2022, as amended on December 26, 2023 (the “Employment Agreement”). The Second Amendment extends the term of the Employment Agreement from August 20, 2025 to January 9, 2027.

The Second Amendment provides that, beginning with the second quarter of 2025, Mr. Moradi’s annual base salary will be $1. The Second Amendment provides for a grant to Mr. Moradi, on the Effective Date, of 241,444 restricted stock units (“RSUs”) under the Company’s 2020 Equity Incentive Plan. Of such RSUs, 81,444 RSUs will vest on January 9, 2026 and 160,000 RSUs will vest on January 9, 2027, subject to his continuous service as the Company’s Chief Executive Officer, except as provided in the next sentence. Any unvested RSUs will become fully vested if Mr. Moradi’s employment is terminated by the Company without cause or due to his death, or if there is a change in control of the Company that involves a corporate transaction at any time before the RSUs are fully vested.

~~The foregoing~~Item ~~summary~~2.02 ofResults ~~the Second Amendment is qualified in its entirety by reference to the full text~~ of ~~the~~Operations ~~Second~~and ~~Amendment,~~Financial ~~a copy of which is filed herewith as Exhibit 10~~Condition.1.

~~Executive Chairman Matters~~

On April 1 29, 2025, ~~following discussions with Dr.~~AudioEye, ~~Carr~~Inc. ~~Bettis,~~ (the ~~Executive Chairman of the Board of Directors of the~~ “Company~~, the~~”) ~~Nominating~~issued ~~and~~a ~~Corporate~~press ~~Governance~~release ~~Committee~~reporting ~~recommended,~~its ~~and~~financial ~~the~~results ~~Board~~for ~~of Directors approved,~~ the ~~nomination~~fiscal ofquarter ~~the~~ended ~~four other current directors of the Company, Dr.~~March ~~Katherine Fleming~~31, ~~James Hawkins, David Moradi and Jamil Tahir, for re-election as directors at the~~ 2025. ~~Annual~~A ~~Meeting~~copy of ~~Stockholders of~~ the Company’s ~~(the~~press ~~“2025~~release ~~Annual Meeting”), which~~ is ~~scheduled~~furnished ~~for~~herewith ~~May 23, 2025. The Board of Directors also took action to reduce its size to four members, effective upon the expiration of Dr. Bettis’ term~~ as ~~a director at the 2025 Annual Meeting~~Exhibit 99.1.

As a result of Dr. Bettis’ term as a director ending at the 2025 Annual Meeting, Dr. Bettis’ position as Executive Chairman of the Board will terminate, and the Executive Employment Agreement, dated as of July 1, 2015, between Dr. Bettis and Company will terminate, effective on the date of the 2025 Annual Meeting. The Board of Directors has appointed Mr. Moradi to the position of Chairman of the Board, effective on the date of the 2025 Annual Meeting.

The information set forth in this Item 2.02 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 Number	Description
10.1	Second Amendment, dated as of March 31, 2025, to the Amended and Restated Employment Agreement by and between AudioEye, Inc. and David Moradi, dated as of April 5, 2022
104	Cover Page Interactive Data File

Exhibit Number		Description
99.1		Press release issued April 29, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

April 2, 2025	AudioEye, Inc.
	(Registrant)
	By	/s/ Kelly Georgevich
	Name:	Kelly Georgevich
	Title:	Chief Financial Officer


April 29, 2025	AudioEye, Inc.
	(Registrant)

	By	/s/ David Moradi
	Name: David Moradi
	Title: Chief Executive Officer

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