Business Context and Reporting Period
Company: AudioEye, Inc.
Filing Type: Form 8-K (Current Report)
Report Date: September 29, 2017
Event: Entry into a Material Definitive Agreement (Common Stock Purchase Agreement).
Key Financial Metrics
This filing reports a capital raise transaction rather than periodic financial performance. Specific metrics include:
- Shares Authorized: Up to 12,500,000 shares of common stock.
- Purchase Price: $0.14 per share.
- Maximum Potential Proceeds: $1,750,000 (calculated as 12,500,000 shares x $0.14).
- Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide a clear value for these operational metrics.
Material Changes
The primary material change is the execution of the Purchase Agreement on September 29, 2017. The shares issued are characterized as "restricted securities" under the Securities Act of 1933 and are being sold pursuant to an exemption from registration. The filing does not provide comparative data against a prior period.
Guidance, Outlook, and Risks
- Registration Rights: Investors holding at least 35% of the issued shares may request up to two registrations per year under the Securities Act, provided the Common Stock has been listed on a national securities exchange for at least 30 days.
- Resale Restrictions: Shares may be resold without registration only in certain limited circumstances as defined by the Securities Act.
- Management Commentary: The filing contains no forward-looking guidance or management commentary regarding future operations or strategy beyond the terms of the agreement.
Investor Verification Checklist
- Verify the actual number of shares sold and total proceeds received, as the agreement allows for "up to" 12,500,000 shares.
- Confirm the listing status of AudioEye's Common Stock on a national securities exchange to determine when registration rights become exercisable.
- Review the full text of the Common Stock Purchase Agreement (Exhibit 4.1) for specific covenants, use of proceeds, and investor representations.
- Check subsequent filings to determine if the full $1,750,000 potential raise was executed.