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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 26, 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 4.01. | Changes in Registrant’s Certifying Accountant. |
Dismissal of Independent Registered Public Accounting Firm.
On May 26, 2026, the Audit
Committee of the Board of Directors of AudioEye, Inc. (the “Company”) approved the dismissal of MaloneBailey, LLP (“MaloneBailey”),
which had been serving as the Company’s independent registered public accounting firm, effective immediately.
The reports of MaloneBailey
on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2025, did not contain an adverse
opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. In connection
with the audit of the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and 2025, and the
subsequent interim period through and including May 26, 2026, there were (i) no disagreements between the Company and MaloneBailey
on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of MaloneBailey, would have caused it to make reference thereto in its reports on the Company’s
consolidated financial statements for such periods and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v)
of Regulation S-K.
The Company provided MaloneBailey
with a copy of the foregoing disclosure and requested that MaloneBailey furnish the Company with a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the above statements. A copy of the letter from MaloneBailey, dated as of
May 26, 2026, is attached as Exhibit 16.1 to this Current Report on Form 8-K.
Appointment of New Independent Registered Public Accounting Firm.
On May 26, 2026, the Audit
Committee approved the engagement of RSM US LLP (“RSM”) to audit the Company’s consolidated financial statements for
the fiscal year ending December 31, 2026, and to provide other services, including the review of the Company’s quarterly consolidated
financial statements beginning with the quarter ending June 30, 2026.
During the Company’s
fiscal years ended December 31, 2024 and 2025, and the subsequent interim period through and including May 26, 2026, neither the Company
nor anyone on its behalf consulted with RSM regarding either: (i) the application of accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements,
in connection with which a written report or oral advice was provided to the Company that RSM concluded was an important factor considered
by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue; or (ii) any matter that was the subject
of a “disagreement” as defined in Item 304(a)(1)(iv) of Regulation S-K or a “reportable event” as described
in Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
|
|
| Number |
|
Description |
| 16.1 |
|
Letter of MaloneBailey, LLP dated May 26, 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 26, 2026 |
AudioEye, Inc. |
| |
(Registrant) |
| |
|
|
| |
By |
/s/ Kelly Georgevich |
| |
Name: |
Kelly Georgevich |
| |
Title: |
Chief Executive Officer and Chief Financial Officer |
