AUDIOEYE, INC. (OTCMKTS:AEYE) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03
On May 4, 2015, AudioEye, Inc. (the “Company”) filed with the Delaware Secretary of State a Certificate of Designations of Series A Convertible Preferred Stock of the Company (“Initial Filed Certificate of Designations”). On March 27, 2020, the Company filed with the Delaware Secretary of State (i) a Certificate of Correction to the Initial Filed Certificate of Designations, rendering the Initial Filed Certificate of Designations null and void; and (ii) a Certificate of Validation (the “Certificate of Validation”) to give effect to the Company’s issuance of 175,000 shares of its Series A Convertible Preferred Stock.
On June 23, 2021, the Company filed with the Delaware Secretary of State a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Validation.
The Certificate of Correction was filed to correct certain inaccuracies or defects in the Certificate of Designations of Series A Convertible Preferred Stock filed with the Certificate of Validation, such corrections including, among other things, (i) indicating the cumulative nature and terms of payment of dividends, (ii) specifying certain voting rights and thresholds and (iii) stating a conversion price equal to $0.1754 rather than based on a formula. The conversion price in the Certificate of Correction was subject to a 25-for-1 reverse split on the Company’s common stock on August 1, 2018 that adjusted the conversion price to $4.385 per share. On or prior to May 25, 2021, all shares of Series A Convertible Preferred Stock were converted into common stock; currently, no shares of Series A Convertible Preferred Stock are outstanding.
A copy of the Certificate of Correction, as filed with the Delaware Secretary of State, is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Certificate of Correction contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of Exhibit 4.2.
| 4.1 | Certificate of Incorporation of AudioEye, Inc., conformed copy through June 25, 2021. |
| 4.2 | Certificate of Correction to the Certificate of Validation of AudioEye, Inc. relating to the Series A Convertible Preferred Stock of AudioEye, Inc. |
AUDIOEYE INC Exhibit
EX-4.1 2 tm2120549d1_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Conformed Copy as of June 25,…
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About AUDIOEYE, INC. (OTCMKTS:AEYE)
AudioEye, Inc. (AudioEye) is a marketplace providing Web accessibility solutions for its clients’ customers through its Ally Platform Products. The Company generates revenues through the sale of subscriptions of its software as a service (SaaS) technology platform, called the AudioEye Ally Platform, to Website owners, publishers, developers and operators, and through the delivery of managed services combined with the implementation of the AudioEye solution. Its customers span disparate industries and target market verticals, which encompass (but are not limited to) the human resources, finance, transportation, media and education. Its compliance solutions focus on remediation of the accessibility issues, followed by analysis identifying and addressing compliance program. By deploying AudioEye remediation technology to fix common and high-impact issues, it is able to manage the usability of its client sites on the first day that they implement its solution into their site.