Business Context and Reporting Period
Company: AudioEye, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 23, 2021
Reporting Period: Specific event date (June 23, 2021)
Business Context: The filing addresses corporate governance matters regarding the Company's Series A Convertible Preferred Stock, specifically the filing of a Certificate of Correction with the Delaware Secretary of State.
Key Financial Metrics
This filing is a current report regarding corporate amendments and does not contain financial performance data. The following metrics are not provided in this document:
- Revenue: Not provided
- Profit/Loss: Not provided
- Cash Flow: Not provided
- Margins: Not provided
- Debt and Liquidity: Not provided
Material Changes
The primary material change reported is the correction of legal documentation regarding the Company's Series A Convertible Preferred Stock:
- Certificate of Correction: Filed on June 23, 2021, to correct inaccuracies in the previously filed Certificate of Validation (dated March 27, 2020).
- Specific Corrections:
- Clarified the cumulative nature and terms of dividend payments.
- Specified certain voting rights and thresholds.
- Established a fixed conversion price of $0.1754 (adjusted to $4.385 per share following a 25-for-1 reverse split on August 1, 2018) rather than a formula-based price.
- Stock Status: As of May 25, 2021, all 175,000 shares of Series A Convertible Preferred Stock were converted into common stock. No shares of Series A Convertible Preferred Stock are currently outstanding.
Guidance, Outlook, and Risks
Management Commentary: The filing states that the description of the Certificate of Correction is not complete and is qualified by reference to the full text of Exhibit 4.2 attached to the report.
Guidance and Outlook: No forward-looking guidance or financial outlook is provided in this filing.
Risks and Contingencies: No specific risks or contingencies are detailed beyond the historical correction of the stock designation terms.
Investor Verification Checklist
- Verify the full text of Exhibit 4.2 (Certificate of Correction) to confirm the exact terms of the Series A Convertible Preferred Stock.
- Confirm the conversion ratio and total number of common shares issued upon the conversion of the 175,000 Series A shares completed by May 25, 2021.
- Review the Company's most recent 10-K or 10-Q filings for current financial performance, as this 8-K contains no financial data.