AUDIOEYE, INC. (OTCMKTS:AEYE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

AUDIOEYE, INC. (OTCMKTS:AEYE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On August 13, 2020:

(1)           David Moradi, 44, a director since 2019, was appointed Interim Chief Executive Officer and Chief Strategy Officer. Mr. Moradi will continue to serve as a director. Mr. Moradi is an entrepreneur and an investor and advisor to technology companies. In September 2018, Mr. Moradi founded and became Chief Executive Officer of Sero Capital LLC, a private investment firm that focuses on growth opportunities in the technology sector. Mr. Moradi also co-founded and is Executive Chairman of First Contact Entertainment Inc., a virtual reality video game development studio. Prior to founding Sero Capital, Mr. Moradi was Founder and CEO of Anthion Management, a technology-focused fund which grew over $1B in assets under management. In 2013, Anthion was converted to a family office investing in various asset classes including early stage technology companies, public equities, corporate debt and real estate. Prior to Anthion, Mr. Moradi was a Portfolio Manager at Pequot Capital Management and an analyst and Portfolio Manager for Soros Fund Management. Mr. Moradi started his career as a special situations analyst for Imperial Capital LLC in 2000. Mr. Moradi holds a B. A. in psychology from the University of California, Los Angeles. He is also Founder and Chairman of the David Moradi Foundation, a charitable foundation supporting education and veterans. A description of Mr. Moradi’s employment agreement with the Company and the performance share awards grant to him in connection with becoming the Company’s Interim Chief Executive Officer and Chief Strategy Officer is included below.

(2)           Dominic Varacalli, 32, was appointed President. From June 2020, Mr. Varacalli was Chief Technology Officer of the Company. From June 2019 to May 2020, he was Founding Partner of Kickstand LLC, a software agency in Portland, Oregon. From August 2015 until May 2019, he was Director of Engineering at The Kroger Co. in Cincinnati, Ohio where he managed teams of software engineers. The Company and Mr. Varacalli are in the process of negotiating a compensation arrangement.

(3)           Heath Thompson, 60, ceased to be Chief Executive Officer. Mr. Thompson entered into a separation agreement to which he will receive six months of COBRA payments. He will also receive a separation payment of six months of salary, as provided for in his employment agreement. The Company and Mr. Thompson are negotiating a consulting agreement.

On August 20, 2020, Mr. Moradi and the Company entered into an Employment Agreement (the “Employment Agreement”). to the Employment Agreement, Mr. Moradi will receive an annual salary of $1. On the same date, Mr. Moradi received 260,000 performance share awards (the “PSAs”) that were granted under the Company’s 2019 Equity Incentive Plan, as amended (the “Plan”). Each PSA represents a contingent right to receive a share of the Company’s common stock upon vesting of the PSA. The PSAs will vest based on the Company’s achievement of performance conditions relating to its monthly recurring revenue and stock price as follows:

10.1 Employment Agreement, dated August 20, 2020, between the Company and David Moradi
10.2 Notice of Award of Performance Shares and Performance Share Award Agreement, dated August 20, 2020, between the Company and David Moradi
99.1 Amended and Restated ByLaws as of August 13, 2020(1)

(1) Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on August 18, 2020.

EX-10.1 2 tm2028974d2_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   EMPLOYMENT AGREEMENT   This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of August 20,…
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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.

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