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).
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. ¨
On April 23, 2026, AudioEye, Inc.
(the “Company”) issued a press release announcing certain preliminary estimated unaudited financial results for the first
quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
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.
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.
Exhibit 99.1
AudioEye
Announces Preliminary First Quarter 2026 Results and Sets First Quarter 2026 Earnings Call
Forty-First Consecutive
Period of Record Revenue
TUCSON, Ariz. — April 23, 2026 — AudioEye,
Inc. (Nasdaq: AEYE) (“AudioEye” or the “Company”), an industry-leading digital accessibility company, provided
its preliminary outlook for revenue, annual recurring revenue (ARR), and adjusted EBITDA for the first quarter of 2026.
“AudioEye is off to a strong start in 2026. We had another strong
quarter of ARR growth, delivering 12% annualized sequential growth and reaching an estimated $41.2 million of ARR. We also exceeded adjusted
EBITDA guidance in the first quarter and expect to increase adjusted EBITDA guidance when we report full quarterly results,” said David
Moradi, CEO of AudioEye.
Preliminary First Quarter 2026 Results
| · | As
of March 31, 2026, ARR is expected to be approximately $41.2 million, compared to $40.0 million as of December 31, 2025. |
| · | First
quarter 2026 revenue is expected to be approximately $10.55 million. |
| · | Adjusted
EBITDA in the first quarter of 2026 is expected to be approximately $2.36 million, a 22% adjusted EBITDA margin. |
First Quarter 2026 Earnings Call
AudioEye will hold a conference
call on Tuesday, May 12, 2026 at 4:30 p.m. Eastern Time to discuss its financial results for the first quarter ended March 31, 2026. Full
financial results will be issued in a press release prior to the call.
AudioEye management will host
the conference call, followed by a question and answer period.
Date: Tuesday, May
12, 2026
Time: 4:30 p.m. Eastern
Time (1:30 p.m. Pacific Time)
U.S. dial-in number:
877-407-8289
International number:
201-689-8341
Webcast: Q126
Webcast Link
Please call the conference
telephone number 5-10 minutes prior to the start time. If you have any difficulty connecting with the conference call, please contact
Gateway Group at 949-574-3860.
The conference
call will also be webcast live and available for replay via the investor relations section
of the Company’s website. The audio recording will remain available via the investor relations
section of the Company’s website for 90 days.
A telephonic replay of the
conference call will also be available after 7:30 p.m. Eastern Time on the same day through May 26, 2026 via the following numbers:
Toll-free replay number:
877-660-6853
International replay number:
201-612-7415
Replay passcode: 13760328
About AudioEye
AudioEye exists
to ensure the digital future we build is accessible. The gold standard for digital accessibility, AudioEye's comprehensive solution combines
industry-leading AI automation technology with expert fixes informed by the disability community. This powerful combination delivers
industry-leading protection, ensuring businesses of all sizes - including over 127,000 customers such as Samsung, Lands’
End, and Samsonite - meet and exceed compliance standards. With 26 US patents, AudioEye's solution includes 24/7 accessibility monitoring,
automated WCAG issue testing and fixes, expert testing, developer tools, and legal protection, empowering organizations to confidently
create accessible digital experiences for all.
Cautionary Language
Our preliminary expected results are subject to completion
of our customary quarter-end closing and review procedures and are not a comprehensive statement of our financial results for the three
months ended March 31, 2026. We caution that our final results for the first quarter ended March 31, 2026 could include financial results
that vary significantly from these preliminary estimates as a result of the completion of our customary quarter-end closing and review
procedures and other developments arising between now and the time that our financial results for the first quarter ended March 31, 2026
are finalized. These preliminary estimates should not be viewed as a substitute for complete financial statements prepared in accordance
with GAAP and they are not necessarily indicative of the results to be achieved in any future period. Accordingly, you should not place
undue reliance on these preliminary estimates.
Forward-Looking Statements
Any statements in this press release about AudioEye’s expectations, beliefs, plans, objectives, goals, prospects, financial
condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that
term is defined under the federal securities laws. Forward-looking statements are often, but not always, made through the use of words
or phrases such as “believe”, “anticipate”, “should”, “confident”, “intend”,
“plan”, “will”, “expects”, “estimates”, “projects”, “positioned”,
“strategy”, “outlook” and similar words. You should read the statements that contain these types of words carefully.
Such forward-looking statements contained herein include, but are not limited to, statements regarding expected revenue, adjusted EBITDA,
adjusted EBITDA margin and ARR. These statements are subject to a number of risks, uncertainties and other factors that could cause actual
results to differ materially from what is expressed or implied in such forward-looking statements, including the variability of AudioEye’s
revenue and financial performance; sales channels and offerings; product development and technological changes; the demand and acceptance
of AudioEye’s products in the marketplace; the effectiveness of our integration efforts; competition; inherent uncertainties
and costs associated with litigation; and general economic conditions. These and other risks are described more fully in AudioEye’s
filings with the Securities and Exchange Commission. There may be events in the future that AudioEye is not able to predict accurately
or over which AudioEye has no control. Forward-looking statements reflect management’s view as of the date of this press release,
and AudioEye urges you not to place undue reliance on these forward-looking statements. AudioEye does not undertake any obligation to
update such forward-looking statements to reflect events or uncertainties after the date hereof.
About Key Operating Metrics
We consider annual recurring revenue (“ARR”) as a key
operating metric and a key indicator of our overall business. We also use ARR as one of the primary methods for planning and forecasting
overall expectations and for evaluating, on at least a quarterly and annual basis, actual results against such expectations.
We manage customers through two primary channels, Enterprise and
Partner and Marketplace. Enterprise channel consists of our larger customers and organizations, including those with non-platform custom
websites, who generally engage directly with AudioEye sales personnel for custom pricing and solutions. This channel also includes federal,
state and local government agencies. The Partner and Marketplace channel consists of our CMS partners, platform & agency partners,
authorized resellers and our marketplace. This channel serves small and medium sized businesses who are on a partner or reseller’s
web-hosting platform or who purchase an AudioEye solution from our marketplace.
We define ARR as the sum of (i) for our Enterprise channel, the
total of the annualized recurring fee at the date of determination under each active contract, plus (ii) for our Partner and Marketplace
channel, the annual or monthly recurring fee for all active customers at the date of determination, in each case, assuming no
changes to the subscription, multiplied by 12 if applicable. Recurring fees are defined as revenues expected to be generated from
services typically offered as a subscription service or annual service offering such as our automation and platform,
periodic auditing, human-assisted technological fixes, legal support and professional service offerings and other services that reoccur
on a multi-year contract. This determination includes both annual and monthly contracts for recurring products. Some of our contracts
are terminable prior to the expected term, which may impact future ARR. ARR excludes non-recurring fees, which are defined as revenue
expected to be generated from services typically not offered as a subscription service or annual service offering such as our
PDF remediation services business, one-time mobile application reports, and other miscellaneous services that are offered as
non-subscription services or are expected to be one-time in nature.
Use of Non-GAAP Financial Measures
The Company has included in this press release its preliminary,
expected adjusted EBITDA, a non-GAAP financial measure. It also has included in this press release its preliminary, expected adjusted
EBITDA margin, which is its preliminary, expected adjusted EBITDA divided by its preliminary, expected revenue. All statements related
to adjusted EBITDA in this “Use of Non-GAAP Financial Measures” section apply equally to the adjusted EBITDA margin metric.
Adjusted EBITDA is used to facilitate a comparison of our operating
performance on a consistent basis from period to period and provide for a more complete understanding of factors and trends affecting
our business than GAAP measures alone. All of the items adjusted in the adjusted EBITDA calculation will be either recurring non-cash
items or items that management does not consider in assessing our ongoing operating performance. In the case of the non-cash items,
such as stock-based compensation expense and valuation adjustments to assets and liabilities, management believes that investors may find
it useful to assess our comparative operating performance because the measures without such items are expected to be less susceptible
to variances in actual performance resulting from expenses that do not relate to our core operations and are more reflective of other
factors that affect operating performance. In the case of items that do not relate to our core operations, management believes that investors
may find it useful to assess our operating performance if the measures are presented without these items because their financial impact
does not reflect ongoing operating performance.
Adjusted EBITDA is not a measure of liquidity under GAAP, or otherwise,
and is not an alternative to cash flow from continuing operating activities, despite the advantages regarding the use and analysis of
this measure as mentioned above. Adjusted EBITDA, as disclosed in this press release, has limitations as an analytical tool, and you should
not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP; nor is this measure intended
to be a measure of liquidity or free cash flow.
We are unable to present a quantitative reconciliation of preliminary
expected adjusted EBITDA for the first quarter 2026 to its most directly comparable forward-looking GAAP financial measure (net loss)
because sufficient information as to all of the necessary components of such GAAP measure is not available to management as of the date
of this release, and therefore a reconciliation is not available without unreasonable effort. Historically, management has excluded the
following items from adjusted EBITDA, and such items will also be excluded with respect to first quarter 2026 adjusted EBITDA and could
be significant amounts: interest expense, depreciation and amortization expense, stock-based compensation expense, change in fair value
of contingent consideration, certain litigation expense, certain severance expense, certain acquisition expense, loss on disposal
or impairment of long-lived assets, loss on extinguishment of debt, and lost deposit on alternative financing.
Investor Contact:
Tom Colton
Gateway Group, Inc.
AEYE@gateway-grp.com
949-574-3860
