AEYE AudioEye Inc

 

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): March 3, 2025

 

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 3, 2025, Anthony Coelho, a director of AudioEye, Inc. (the “Company”), notified the Company of his decision to resign as a director of the Company, effective on March 3, 2025.

 

On March 3, 2025, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating and Corporate Governance Committee, filled the vacancy created by Mr. Coelho’s resignation by electing James B. Hawkins as a member of the Company’s Board, to serve until the 2025 Annual Meeting of Stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal. The Board has approved the appointment of Mr. Hawkins to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board, all effective on March 3, 2025.

 

From 2004 through July 2018, Mr. Hawkins served as President and CEO of Natus Medical, a global leader in medical devices and software, where he expanded market presence, strengthened the product portfolio, and achieved sustained growth. Previously, he was CEO of Invivo Corporation. Mr. Hawkins currently serves on the boards of OSI Systems, Inc. and Iradimed Corporation. He holds a bachelor’s degree from Santa Clara University and an MBA in finance from San Francisco State University.

 

There are no arrangements or understandings between Mr. Hawkins and any other person pursuant to which Mr. Hawkins was selected as a director of the Company. There are no family relationships between Mr. Hawkins and any director or executive officer of the Company. Mr. Hawkins is not and has not been a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

As a non-employee director, Mr. Hawkins will participate in the Company’s non-employee director compensation arrangements described in the Company’s 2024 Proxy Statement, filed with the Securities and Exchange Commission on April 10, 2024.  In connection with his appointment to the Board, Mr. Hawkins will receive the following equity awards: (i) a pro-rated number of restricted stock units (“RSUs”) for his annual equity award relating to service from March 3, 2025 to May 23, 2025; and (ii) a pro-rated number of RSUs for his quarterly equity award related to his service from March 3, 2025 to March 31, 2025.

 

Item 7.01

Regulation FD Disclosure.

 

On March 4, 2025, the Company issued a press release announcing the election of Mr. Hawkins as a member of the Company’s Board as described in Item 5.02 above. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)       Exhibits:

 

Exhibit

Number   Description

 

 

 

99.1	Press Release of the Company dated March 4, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

March 4, 2025	AudioEye, Inc.
	(Registrant)
	By	/s/ David Moradi
	Name:	David Moradi
	Title:	Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

 

AudioEye Announces Appointment of Jim Hawkins to Board of Directors

 

TUCSON, AZ – March 4, 2025 – AudioEye, Inc. (Nasdaq: AEYE) ("AudioEye" or the "Company"), the industry-leading digital accessibility company, today announced the appointment of Jim Hawkins, an accomplished executive with extensive public company leadership, to its board of directors, effective immediately. Hawkins joins as Tony Coelho concludes his tenure on the Board, following years of dedicated service and advocacy for digital accessibility.

 

“We are excited to welcome Jim to AudioEye’s board of directors,” said AudioEye CEO David Moradi. “Jim brings extensive experience in scaling public companies. As CEO of a publicly traded company, he led revenue growth from $37 million to $530 million—an increase of 1,300%—while also increasing market capitalization from $68 million to $1.1 billion, a 1,500% increase. His track record of driving growth and operational success will be invaluable as we continue expanding AudioEye’s reach and impact. I would also like to thank Tony Coelho for his many contributions at AudioEye.”

 

Jim Hawkins is a seasoned executive with a strong track record of driving growth and innovation. From 2004 to 2018, he served as President and CEO of Natus Medical, a global leader in medical devices and software, where he expanded market presence, strengthened the product portfolio, and achieved sustained growth. Previously, he was CEO of Invivo Corporation. Jim currently serves on the boards of OSI Systems, Inc. and IRadimed Corporation. He holds a bachelor’s degree from Santa Clara University and an MBA in finance from San Francisco State University.

 

“I have been a shareholder of AudioEye for some time and have watched the Company nearly quadruple revenues while achieving cash flow profitability and becoming a ‘Rule of 40’ Company since David Moradi became involved in 2019,” said Hawkins. “I’ve been involved in scaling high-growth companies as a CEO and a board member, and I look forward to contributing to AudioEye’s tremendous opportunity ahead.”

 

About AudioEye

 

AudioEye exists to ensure the digital future we build is accessible. The gold standard for digital accessibility, AudioEye's comprehensive solution combines industry-leading AI automation technology with expert fixes informed by the disability community. This powerful combination delivers industry-leading protection, ensuring businesses of all sizes — including over 126,000 customers like Samsung, Calvin Klein, and Samsonite — meet and exceed compliance standards. With 24 US patents, AudioEye’s solution includes 24/7 accessibility monitoring, automated WCAG issue testing and fixes, expert testing, developer tools, and legal protection, empowering organizations to confidently create accessible digital experiences for all.

 

Media Contact

Sierra Thomas

AudioEye PR

sierra.thomas@audioeye.com

 

Investor Contact

Tom Colton

Gateway Group, Inc.

AEYE@gateway-grp.com

949-574-3860

 

 

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