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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 4, 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 5.02 | Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Officer and Director
Appointments
On
May 4, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of AudioEye, Inc. (the “Company”)
elected Kelly Georgevich, the Company’s Chief Financial Officer, to the additional roles of Chief Executive Officer and Secretary.
Ms. Georgevich will remain the Company’s Chief Financial Officer until a successor is identified. On the Effective Date, the
Board also elected David Moradi, previously the Company’s Chief Executive Officer, to the positions of Executive Chairman of the
Board and Chief Product Officer.
In
addition, on the Effective Date, the Board increased the size of the Board and elected Ms. Georgevich as a director, to serve until
the 2026 annual meeting of stockholders and until her successor is elected and qualified, or until her earlier death, resignation or removal.
Ms. Georgevich,
age 43, has served as the Chief Financial Officer of the Company since June 2021. Ms. Georgevich has over 15 years of experience
with high-growth companies with a specific focus on software-as-a-service and technology. Prior to joining the Company, Ms. Georgevich
served as the chief financial officer of sticky.io, Inc., an e-commerce platform, since September 2018, and as vice president
of finance from March 2015 until September 2018. Prior to sticky.io, she served as controller at Fuzebox Software Corporation
where she supported the company through a successful acquisition. She also served on the Board of Directors for Girls in Tech as secretary
and treasurer from 2015 until 2020.
There are no arrangements
or understandings between Ms. Georgevich and any other person pursuant to which Ms. Georgevich was selected as an officer or
director of the Company. There are no family relationships between Ms. Georgevich and any director or executive officer of the Company.
Ms. Georgevich is not and has not been a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation
S-K.
Employment Agreement
with Ms. Georgevich
In
connection with her election as Chief Executive Officer, the Company and Ms. Georgevich entered into an Amended and Restated Employment
Agreement (the “Georgevich Employment Agreement”), dated as of May 4, 2026. Under the Georgevich Employment Agreement,
Ms. Georgevich will receive an annual base salary of $450,000. The Georgevich Employment Agreement also provides that the Company
will pay Ms. Georgevich a cash bonus in the amount of $28,877 (representing a pro rata portion of her bonus opportunity for calendar
year 2026 under her prior employment agreement) on the Company’s next regularly scheduled payroll date.
The
Georgevich Employment Agreement further provides that, on the Effective Date, the Company will grant Ms. Georgevich 50,000 restricted
stock units (“RSUs”) and 60,000 performance stock units (“PSUs”). The RSUs will vest as follows: (a) 8,333
on June 30, 2026, (b) 12,500 on September 30, 2026, (c) 12,500 on December 31, 2026, (d) 12,500 on March 31,
2027, and (e) 4,167 on May 4, 2027. Of the PSUs, 43,333 PSUs will be eligible to vest based on the Company’s achievement
of certain performance targets for 2026 established by the Compensation Committee, and 16,667 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. In addition, on the
Effective Date, Ms. Georgevich was granted 2,264 fully vested shares of Company common stock.
In
addition, the Georgevich Employment Agreement provides that on the Effective Date, each unvested time-based RSU held by Ms. Georgevich
(not including the new awards as described above) will vest on a pro rata basis through and including the Effective Date. Any such RSUs
that do not so vest will be forfeited and cancelled on the Effective Date.
The
Georgevich Employment Agreement provides that if the Company terminates Ms. Georgevich’s employment for a reason other than
death, Disability (as defined in the Georgevich Employment Agreement), or Cause (as defined in the Georgevich Employment Agreement), or
if Ms. Georgevich terminates her employment for Good Reason (as defined in the Georgevich Employment Agreement), then the Company
shall pay or provide all of the following: (i) reimbursement of any and all reasonable business expenses paid or incurred through
the termination date; (ii) receipt of any accrued but unused vacation through the termination date in accordance with Company policy;
(iii) receipt of any earned but unpaid base salary through her last date of employment with the Company; and (iv) subject to
Ms. Georgevich’s satisfying certain release conditions described in the Georgevich Employment Agreement, receipt of an amount
equal to a portion of the her base salary as set forth below and certain medical benefits as described below.
The
base salary portion of the separation payment described above shall be six months of her base salary (at the rate that was in effect at
the time of termination). Additionally, subject to Ms. Georgevich’s timely election of continuation coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance
plans in which she participated immediately prior to the termination date, the Company will pay the cost of COBRA continuation coverage
for Ms. Georgevich and her eligible dependents until the earliest of (i) Ms. Georgevich and her eligible dependents, as
the case may be, ceasing to be eligible under COBRA; (ii) the date upon which she and her eligible dependents become covered under
similar plans; or (iii) six months following the termination date.
The
Georgevich Employment Agreement also provides that if a Change of Control (as defined in the Georgevich Employment Agreement) occurs and,
on or within 12 months following the occurrence of such Change of Control, Ms. Georgevich’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 her will vest in full as of her termination date and all unvested PSUs held by her will vest as of her termination date based
on deemed achievement of the applicable performance target (at any applicable target level).
The
foregoing description of the Georgevich Employment Agreement is qualified in its entirety by reference to the full text of the Georgevich
Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Employment Agreement
with Mr. Moradi
In
connection with his election as Executive Chairman and Chief Product Officer, the Company and Mr. Moradi entered into a Second Amended
and Restated Employment Agreement (the “Moradi Employment Agreement”), dated as of May 4, 2026. Under the Moradi Employment
Agreement, Mr. Moradi will continue to receive an annual base salary of $1, as well as payments equal to the value of full health
benefits offered by the Company, not to exceed $10,000 annually.
The
Moradi Employment Agreement further provides that, on the Effective Date, the Company will grant Mr. Moradi 58,000 RSUs and 69,600
PSUs. The RSUs will vest as follows: (a) 9,667 on June 30, 2026, (b) 14,500 on September 30, 2026, (c) 14,500
on December 31, 2026, (d) 14,500 on March 31, 2027, and (e) 4,833 on May 4, 2027. Of the PSUs, 50,267 PSUs will
be eligible to vest based on the Company’s achievement of certain performance targets for 2026 established by the Compensation Committee,
and 19,333 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.
In
addition, the Moradi Employment Agreement provides that on the Effective Date, each outstanding time-based RSU held by Mr. Moradi
(not including the new awards as described above) will vest on a pro rata basis through and including the Effective Date. Any such RSUs
that do not so vest, as well as all outstanding performance shares held by Mr. Moradi, will be forfeited and cancelled on the Effective
Date.
The Moradi Employment Agreement
provides that if, on or prior to the first anniversary of the Effective Date, the Company terminates Mr. Moradi’s employment
without Cause (as defined in the Moradi Employment Agreement) or his employment terminates due to his death, then all unvested time-based
RSUs held by him will vest in full. Further, in the event of a Change in Control that involves a Corporate Transaction (each as defined
in the Company’s 2020 Equity Incentive Plan), all unvested time-based RSUs held by him shall become fully vested immediately prior
to the effective time of such Change in Control.
The
Moradi Employment Agreement also provides that the Company will pay Mr. Moradi a gross-up payment for any excise tax imposed under
Section 4999 of the Code and any interest or penalties with respect to such excise tax, plus the amount necessary to put Mr. Moradi
in the same after-tax position that he would have been in if he had not incurred any tax liability under Section 4999 of the Internal
Revenue Code (the “Code”), in the event that any payments, rights, benefits, distributions, or entitlements provided or to
be provided by the Company or any of its affiliates to Mr. Moradi or for his benefit would constitute parachute payments within the
meaning of Section 280G of the Code.
The
foregoing description of the Moradi Employment Agreement is qualified in its entirety by reference to the full text of the Moradi Employment
Agreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure |
On
May 4, 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
Number |
|
Description |
| |
|
|
| 10.1 |
| Amended and Restated Employment Agreement, dated as of May 4, 2026, by and between AudioEye, Inc.
and Kelly Georgevich |
| |
| |
| 10.2 |
| Second Amended and Restated Employment Agreement, dated as of May 4, 2026, by and between AudioEye, Inc.
and David Moradi |
| |
| |
| 99.1 |
| Press release, dated May 4, 2026 |
| |
| |
| 104 |
| 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 7, 2026 |
AudioEye, Inc. |
| |
(Registrant) |
| |
|
|
| |
By |
/s/ Kelly Georgevich |
| |
Name: Kelly Georgevich |
| |
Title: Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
AudioEye Announces
Leadership Evolution: David Moradi Assumes the Role of Executive Chairman and Chief Product Officer, and Kelly Georgevich Becomes Chief
Executive Officer
TUCSON, Ariz. — May 4, 2026 — AudioEye,
Inc. (Nasdaq: AEYE) (“AudioEye” or the “Company”), an industry-leading digital accessibility
company, today announced that David Moradi will become the Company’s Executive Chairman of the Board and Chief Product Officer,
and Kelly Georgevich will assume the role of Chief Executive Officer, effective immediately. The Board of Directors has also appointed
Ms. Georgevich to the Company’s Board.
As Executive Chairman, David Moradi will help determine capital allocation,
shape long-term strategy, and continue to provide support and guidance to management. David will also focus on AI initiatives to unlock
growth in existing products and to potentially expand into additional markets to leverage the Company’s large customer base. David
has served as Acting Chief Product Officer since the second half of 2023, during which AudioEye has undergone the most significant product
improvement in its history.
“I first became aware of AudioEye over a decade ago, as an investor
who later led a few rounds of capital investment in the Company. Back then, AudioEye had virtually zero revenue and limited technology.
I believed in AudioEye’s mission to eliminate all barriers to digital accessibility, and I thought it could one day become a market
leader in digital accessibility. This vision has been realized with over 127,000 customers, the most of anyone in the industry, and the
leading solution in the market,” said David Moradi. “I’ve worked closely with Kelly for almost five years, which has
been a period of strong revenue growth, advances in product, and improvements in profitability. Over her tenure as CFO, Kelly has demonstrated
exceptional strength across both finance and operations and is ready to lead us on our next phase of growth. I’m excited to be able
to focus on expanding AudioEye’s market further by utilizing AI to not only grow our market opportunity in accessibility but to
expand into additional markets to leverage our large customer base.”
Jamil Tahir, Lead Independent Director of AudioEye’s Board, said,
“David has completely transformed AudioEye from a fledgling software company into a market leader in digital accessibility. When
David and I joined in 2019, AudioEye had low gross margins, highly negative operating margins, negative cash flow, and a product in need
of improvement. Today, AudioEye’s revenues have nearly quadrupled, with adjusted EBITDA margins approaching 30% and an industry-leading
product. Additionally, AudioEye has experienced sequential revenue growth for 41 straight quarters, a significant feat that we are unaware
of any current public software company achieving. The Board of Directors has worked closely with Kelly for almost five years and has tremendous
confidence in Kelly as she assumes the CEO role. We are also thrilled that David will remain actively involved, allowing for continued
innovation in product as the Company continues to scale.”
“I’ve worked closely with David, our employees, and
the Board of Directors for several years and have seen significant progress at AudioEye, including operational improvements across
the Company, which are now reflected in our margin and cash flow profile,” said Kelly Georgevich. “I’m excited to
lead our next phase of growth, operational rigor, and innovation. We look forward to reporting record results next week and
continued operating leverage.”
AudioEye is now conducting a search for a Chief Financial Officer,
while Kelly continues to serve as Chief Financial Officer.
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.
Forward-Looking Statements
All statements in this press release about AudioEye’s expectations,
beliefs, plans, objectives, 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. 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 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.
