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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): June 17, 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. |
On
June 17, 2026, the Board of Directors (the “Board”) of 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.
Mr. Domeyer,
age 43, has nearly 20 years of leadership experience across public company finance, strategic planning, corporate governance, treasury
and financial operations. Mr. Domeyer currently serves as Corporate Controller of Flexsteel Industries, Inc., one of the largest
residential furniture manufacturers, importers, and marketers in the United States, where he has led SEC reporting, technical accounting,
internal controls, tax, treasury, and shared services functions for the 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 degree in accounting from University of Northern Iowa and is a Certified
Public Accountant.
There are
no arrangements or understandings between Mr. Domeyer and any other person pursuant to which Mr. Domeyer was selected as an
officer of the Company. There are no family relationships between Mr. Domeyer and any director or executive officer of the Company.
Mr. Domeyer is not and has not been a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.
In
connection with his election as Chief Financial Officer, the Company and Mr. Domeyer entered into an Executive Employment Agreement
(the “Employment Agreement”), dated as of June 17, 2026, to be effective on the Effective Date. Under the Employment
Agreement, Mr. Domeyer will receive an annual base salary of $350,000. The Employment Agreement also provides that the Company
will pay Mr. Domeyer a one-time cash signing bonus in the amount of $75,000, which amount is subject to repayment by Mr. Domeyer
in the event his employment is terminated by the Company for Cause (as defined in the Employment Agreement) or he terminates his employment
without Good Reason (as defined in the Employment Agreement) prior to the first anniversary of the Effective Date.
The
Employment Agreement further provides that, on the Effective Date, the Company will grant Mr. Domeyer 36,000 stock units, of which
(i) 3,000 will be signing time-based 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.
The
Employment Agreement provides that if the Company terminates Mr. Domeyer’s employment for a reason other than death, Disability
(as defined in the Employment Agreement), or Cause, or if Mr. Domeyer terminates his employment for Good Reason, 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 earned but unpaid base salary through his last date of employment with the Company; and
(iii) subject to Mr. Domeyer’s satisfying certain release conditions described in the Employment Agreement, receipt of
an amount equal to a portion of his 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, in the event such termination occurs prior to the one-year anniversary
of the Effective Date, 12 months of his base salary, and in the event such termination occurs on or after the one-year anniversary of
the Effective Date, six months of his base salary (in each case at the rate that was in effect at the time of termination). Additionally,
subject to Mr. Domeyer’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 he participated immediately
prior to the termination date, the Company will pay the cost of COBRA continuation coverage for Mr. Domeyer and his eligible dependents
until the earliest of (i) Mr. Domeyer and his eligible dependents, as the case may be, ceasing to be eligible under COBRA; (ii) the
date upon which he and his eligible dependents become covered under similar plans; (iii) in the case of employment termination prior
to the one-year anniversary of the Effective Date, 12 months following the termination date; or (iv) in the case of employment termination
on or after the one-year 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
Number | Description |
| | |
| 10.1 | Executive Employment Agreement, dated as of June 17, 2026, by and between AudioEye, Inc. and
Matthew Domeyer |
| | |
| 99.1 | Press release, dated June 18, 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.
| June 18, 2026 |
AudioEye, Inc. |
| |
(Registrant) |
| |
|
|
| |
By |
/s/ Kelly Georgevich |
| |
Name: |
Kelly Georgevich |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1

AudioEye Strengthens Leadership Team with Appointment
of Matthew Domeyer as Chief Financial Officer
TUCSON, Ariz. — June 18, 2026 — AudioEye, Inc.
(Nasdaq: AEYE) (“AudioEye” or the “Company”), an industry-leading digital accessibility company, today announced
the appointment of Matthew Domeyer as Chief Financial Officer, effective July 20, 2026.
"We are thrilled to welcome
Matt to the AudioEye team," said Kelly Georgevich, Chief Executive Officer of AudioEye. "Matt brings deep expertise across financial
operations, SEC reporting, and strategic planning, along with a track record of producing results in public company environments. I look
forward to partnering with him as we continue to scale and execute on our growth objectives."
Mr. Domeyer will join AudioEye
as the Company continues to build on 41 consecutive quarters of sequential revenue growth, $41.2 million of Annual Recurring Revenue,
and continues to build on its track record of operating margin and cash flow improvement.
"I am excited to join AudioEye
at such a pivotal time for the Company," said Matthew Domeyer. "AudioEye has established a clear leadership position in digital
accessibility. The regulatory and market tailwinds, along with AI initiatives underway, make this an extraordinary time to join the Company.
I look forward to working closely with Kelly and the leadership team to build on that foundation as we move into the next phase of growth."
Drawing on nearly 20 years of
finance experience, Mr. Domeyer most recently served as Corporate Controller of Flexsteel Industries, Inc. (Nasdaq: FLXS), a
publicly traded residential furniture manufacturer, where he played a key role in managing the company’s financial operations. Prior
to that, he held senior finance leadership roles at Upsher-Smith Laboratories, Inc., partnering with business leaders to drive operational
efficiency and financial performance. Earlier in his career, he spent eight years at PricewaterhouseCoopers, providing audit and advisory
services to private equity-backed, family-owned, and publicly traded multinational organizations across a range of industries.
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 25 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, 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",
“continue”, "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;
the Company's ability to attract and retain key personnel; 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.
Media Contact
Sierra Thomas
sierra.thomas@audioeye.com
Investor Contact
Tom Colton
Gateway Group, Inc.
AEYE@gateway-grp.com
949-574-3860