0001104659-19-063313.txt : 20191113 0001104659-19-063313.hdr.sgml : 20191113 20191113161030 ACCESSION NUMBER: 0001104659-19-063313 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20191108 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191113 DATE AS OF CHANGE: 20191113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUDIOEYE INC CENTRAL INDEX KEY: 0001362190 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38640 FILM NUMBER: 191214083 BUSINESS ADDRESS: STREET 1: 5210 E. WILLIAMS CIRCLE STREET 2: SUITE 750 CITY: TUCSON STATE: AZ ZIP: 85711 BUSINESS PHONE: 866-331-5324 MAIL ADDRESS: STREET 1: 5210 E. WILLIAMS CIRCLE STREET 2: SUITE 750 CITY: TUCSON STATE: AZ ZIP: 85711 8-K 1 tm1919476d4_8k.htm FORM 8-K

 

 

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): November 8, 2019

 

AUDIOEYE, INC.

(Exact name of registrant as specified in charter)

 

Delaware 001-38640 20-2939845
(State or Other Jurisdiction of Incorporation) (Commission File Number)

(IRS Employer

Identification Number)

 

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 2.02Results of Operations and Financial Condition.

 

On November 13, 2019, AudioEye, Inc. (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended September 30, 2019. A copy of the Company’s press release is furnished herewith as Exhibit 99.1.

 

The information set forth in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d)

 

On November 8, 2019, the Board of Directors (the “Board”) of the Company appointed David Moradi and Jamil Tahir as directors of the Company. On the same date, the Board appointed Mr. Moradi to a newly formed Strategic Committee of the Board. Mr. Tahir has not been appointed to serve on any committee of the Board.

 

Messrs. Moradi and Tahir were appointed as directors pursuant to the terms of a Letter Agreement dated as of August 14, 2019 (the “Letter Agreement”), between the Company and Sero Capital LLC, a Delaware limited liability company and significant stockholder of the Company (the “Stockholder”). In the Letter Agreement, the Company agrees that, upon the Stockholder’s request and subject to the terms and conditions provided therein, the Company will take all action necessary to cause two individuals designated by the Stockholder to be appointed to the Board. Such number of designees will be reduced to one at such time as the Stockholder and its affiliates collectively own less than 30% of the Company’s voting power. At such time as such ownership falls below 5%, the Stockholder will cease to have the right to designate a director. The foregoing description of the Letter Agreement is qualified in its entirety by the copy of the Letter Agreement that is filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 17, 2019. The Stockholder designated Messrs. Moradi and Tahir for appointment to the Board in a letter to the Board dated October 31, 2019.

 

Mr. Moradi and Mr. Tahir will receive compensation for their services on the Board in accordance with the Company’s standard compensation program for non-employee directors. Neither Mr. Moradi nor Mr. Tahir has entered into any transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 9.01.Financial Statements and Exhibits

 

(d)       Exhibit:

 

Exhibit
Number
  Description
99.1   Press Release of the Company dated November 13, 2019

 

 

 

 

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.

 

  AUDIOEYE, INC.
  (Registrant)
     
     
Dated: November 13, 2019 By: /s/ Sachin Barot
  Name: Sachin Barot
  Title: Chief Financial Officer

 

 

EX-99.1 2 tm1919476d4_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

AudioEye Reports Third Quarter 2019 Results

 

Company More Than Doubles Overall Customer Count, Leading to Fifteenth Consecutive Quarter of Record Revenue; Introduces AudioEye Digital Marketplace, Making Accessibility Solutions Truly Affordable and Practical for Businesses of Any Size

 

TUCSON, Ariz. — November 13, 2019 — AudioEye, Inc. (NASDAQ: AEYE), a leading developer of digital accessibility solutions that provide barrier-free website access for individuals with disabilities, reported financial results for the third quarter ended September 30, 2019.

 

Third Quarter and Recent Operational Highlights

Launched AudioEye Digital Marketplace, a machine learning powered-platform enabling companies of all sizes to accelerate accessibility easily and affordably.
Within AudioEye Digital Marketplace, the Company introduced AudioEye Free and AudioEye Pro as well as rebranded its Ally solution to AudioEye Managed, the trio collectively having been designed to encompass a full suite of digital accessibility commerce and machine-learning solutions for all price points. For additional information on how all three product offerings are differentiated, please click here to learn more.
Launched Team AudioEye, a new advocacy and certification program for digital professionals to accelerate digital accessibility by helping developers and web designers create accessible experiences for the web.
Strengthened the Company’s leadership and improved shareholder representation on its Board of Directors through the appointments of investors David Moradi and Jamil Tahir to the AudioEye board.
Continued to grow direct sales channel client roster in the third quarter with prominent new customers from the technology, fashion, retail, and hospitality space among others.
Continued to fortify new indirect channel partner relationships. Currently, 20 established channel partners offer AudioEye as their exclusive digital accessibility solution to their clients.
Through its premier partnership with Dealer.com, a Cox Automotive brand, the Company successfully implemented its solution across hundreds of Hyundai, Subaru of America and Volvo automotive dealer websites, rapidly accelerating adoption of its solution

 

Third Quarter 2019 Financial Results

Bookings increased 102% to $5.7M from $2.8M in the same year-ago period. The increase in bookings was primarily due to strength in the Company’s direct channel and execution against the current sales pipeline as well as improved performance within the Company’s indirect channel through deeper penetration in existing customers.
Total revenue increased 86% to a record $2.8M from $1.5M in the same period a year ago. The increase in revenue was primarily due to continued growth in the Company’s indirect channel and strength in renewals and bookings in its direct sales business.
Gross profit increased 101% to $1.7M (~60% of total revenue) from $822K (~55% of total revenue) in the same year-ago period. The increase in gross profit and gross margin was primarily due to increased efficiencies being realized as the Company continues to improve and expand the level of automation in its remediations as well as an increase in revenues.

 

 

 

 

 

 

Total operating expenses increased 80% to $3.8M from $2.1M in the same year-ago period. The increase in total operating expenses was primarily due to increases in sales and marketing expenses as well as general and administrative expenses.
Net loss available to common stockholders was $2.2M, or $(0.27) per share, compared to $1.3M, or $(0.19) per share, in the same year-ago period. The greater net loss was primarily due to continued investments to support scalable, long-term growth.
At quarter-end, the Company had $3.5M in cash, compared to $5.7M at December 31, 2018, and no debt.
Deferred revenue increased 73% to $4.3M from $2.5M in the third quarter of 2018.
Contracts in excess of revenue and deferred revenue increased 140% to $15.5M from $6.5M in the same period last year.
As of September 30, 2019, total customer count had grown to over 3,500 customers, which was a 150% increase compared to the prior quarter and a 322% increase compared to the third quarter of 2018. Current customer account is ~4,300.
As of September 30, 2019, monthly recurring revenue (MRR) totaled $997K which was an increase of 29% compared to $774K at June 30, 2019.

 

Full Year 2019 Financial Outlook
The Company is reiterating its full year bookings guidance of $22M to $24M and revenue guidance of $10M and $11M.

   

Management Commentary

AudioEye Executive Chairman Carr Bettis said, “In the third quarter we built on our success from the first half of the year and generated improved results in a number of our key operating areas. More specifically, we recorded $2.8M in revenues in Q3, an 86% increase over the prior year and also a record for the fifteenth consecutive quarter. Our strong topline led to our MRR increasing nearly 30% sequentially to almost $1 million at quarter-end, also helping to provide incrementally improved visibility into our financial projections as we look to scale our business over the long-term. Additionally, quarterly bookings came in strong at $5.7M and bookings in excess of excess of revenue and deferred revenue increased again to $15.5M . Operationally, we effectively doubled our customer count during the quarter, a feat which validates our ability to support large-scale rollouts, both technically and financially, and also justifies our decision to continue allocating resources to provide the necessary infrastructure in support of not only indirect vertical CMS providers but the AudioEye Digital Marketplace.

 

 

 

 

 

 

“After the quarter end, we also announced the launch of AudioEye Digital Marketplace, our new machine learning powered-platform designed to enable companies of all sizes to accelerate accessibility both easily and affordably. With this transformative new offering, AudioEye now provides its managed service solutions designed specifically to accelerate the path to compliance for website publishers relying on some of the world’s largest and most ubiquitous CMS platforms such as Wix, Weebly, Shopify, Squarespace and WordPress. Our expectation is that this channel will translate into impactful growth, in addition to our existing business, beginning in the new year. In the near term, we are increasingly confident in the performance and prospects for our business and are reiterating both our revenue and bookings guidance for 2019.”

 

Conference Call

AudioEye management will hold a conference call today, November 13, 2019 at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results.

 

AudioEye management will host the call, followed by a question and answer period.

 

U.S. dial-in number: (877) 407-9208

International number: (201) 493-6784

 

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at (949) 574-3860.

 

The conference call will also be webcast live and available for replay, which will be accessible via the investor relations section of the company’s website. The audio recording will remain available via the investor relations section of the company’s website for 90 days.

 

A telephonic replay of the conference call will also be available after 7:30 p.m. Eastern time on the same day through November 20, 2019.

 

Toll-free replay number: (844) 512-2921

International replay number: (412) 317-6671

Replay ID: 13695766

 

About AudioEye, Inc.

AudioEye is an industry-leading software solution delivering immediate ADA and WCAG accessibility compliance at scale. Through patented technology, subject matter expertise and proprietary processes, AudioEye is eradicating all barriers to digital accessibility, helping creators get accessible and supporting them with ongoing advisory and automated upkeep.

 

Trusted by the FCC, ADP, Samsung, Uber and more, AudioEye helps everyone identify and resolve issues of accessibility and enhance user experiences, automating digital accessibility for the widest audiences. AudioEye stands out among its competitors because it delivers machine learning/AI-driven accessibility without fundamental changes to site architecture.

 

 

 

 

 

 

Join our movement at www.audioeye.com.

 

To learn more about AudioEye, please view the About AudioEye video.

 

Forward-Looking Statements

Any statements in this press release about AudioEye’s expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are “forward-looking statements” as that term is defined under the federal securities laws. Forward-looking statements are often, but not always, made through the use of words or phrases such as “believe”, “anticipate”, “should”, “intend”, “plan”, “will”, “expects”, “estimates”, “projects”, “positioned”, “strategy”, “outlook” and similar words. You should read the statements that contain these types of words carefully. Such forward-looking statements contained herein include, but are not limited to, statements regarding full year bookings and revenue guidance, scaling AudioEye’s business over the long-term and an expectation of impactful growth beginning in 2020. These statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements, including the variability of AudioEye’s revenue and financial performance; risks associated with product development and technological changes; the acceptance of AudioEye’s products in the marketplace by existing and potential future customers; competition; and general economic conditions. These and other risks are described more fully in AudioEye’s filings with the Securities and Exchange Commission (the “SEC”), including AudioEye’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 27, 2019. There may be events in the future that AudioEye is not able to predict accurately or over which AudioEye has no control. Forward-looking statements reflect management’s view as of the date of this press release, and AudioEye urges you not to place undue reliance on these forward-looking statements. AudioEye does not undertake any obligation to update such forward-looking statements to reflect events or uncertainties after the date hereof.

 

About Key Operating Metrics

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States (GAAP), we consider certain operating measures that are not GAAP measures, including monthly recurring revenue, bookings and contracts. AudioEye reviews a number of operating metrics such as these to evaluate its business, measure performance, identify trends, formulate business plans, and make strategic decisions.

 

We believe these metrics and measures are useful to facilitate period-to-period comparisons of our business and to facilitate comparisons of our performance to that of other similar companies. In this press release, we are reporting results and/or affirming our previously announced guidance on bookings, revenue and monthly recurring revenue.

 

 

 

 

 

 

AudioEye’s bookings represents the contracted amount of money the customer commits to spend with the Company over an agreed amount of time, generally ranging from 12 months up to 60 months.

 

AudioEye’s contracts in excess of revenue and deferred revenue is the remaining bookings that have not yet been recognized as revenue or billed to the customer. This measure represents the contractually agreed amount of money that is remaining to be billed and paid under contracts and that will be recognized in subsequent periods.

 

AudioEye’s monthly recurring revenue is the Company’s annualized spend of a customer divided by 12.

 

Corporate Contact:

AudioEye, Inc.

Dr. Carr Bettis, Executive Chairman

cbettis@audioeye.com

 

Investor Contact:

Matt Glover or Tom Colton

AEYE@gatewayir.com

(949) 574-3860

-Financial Tables to Follow-

 

 

 

 

AUDIOEYE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

   Three months ended September 30,   Nine months ended September 30, 
   2019   2018   2019   2018 
Revenues  $2,776,436   $1,494,313   $7,197,736   $3,878,552 
                     
Cost of revenue   1,121,307    672,589    3,171,715    1,882,698 
                     
Gross profit   1,655,129    821,724    4,026,021    1,995,854 
                     
Operating expenses:                    
Selling and marketing   1,424,210    625,789    3,389,912    1,813,345 
Research and development   139,570    48,860    501,400    147,889 
General and administrative   2,249,302    1,445,539    6,452,315    3,592,004 
Total operating expenses   3,813,082    2,120,188    10,343,627    5,553,238 
                     
Operating loss   (2,157,953)   (1,298,464)   (6,317,606)   (3,557,384)
                     
Other income (expense):                    
Unrealized (loss) gain on marketable securities   456    (1,680)   252    (30)
Interest (expense) income, net   (37,746)   (32,892)   (39,323)   (32,760)
Total other (loss) income   (37,290)   (34,572)   (39,071)   (32,790)
                     
Net loss   (2,195,243)   (1,333,036)   (6,356,677)   (3,590,174)
                     
Dividends on Series A Convertible preferred stock   (13,233)   (13,233)   (39,267)   (40,507)
                     
Net loss available to common stockholders  $(2,208,476)  $(1,346,269)  $(6,395,944)  $(3,630,681)
                     
Net loss per common share-basic and diluted  $(0.27)  $(0.19)  $(0.81)  $(0.54)
                     
Weighted average common shares outstanding-basic and diluted   8,279,207    7,084,716    7,847,905    6,676,968 

 

 

 

 

AUDIOEYE, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

 

   September 30,   December 31, 
   2019   2018 
ASSETS          
Current assets:          
Cash  $3,463,899   $5,741,549 
Accounts receivable, net   1,362,400    172,384 
Marketable securities, held in related party   762    510 
Deferred costs, short term   197,961    176,006 
Prepaid expenses and other current assets   366,370    49,901 
Total current assets   5,391,392    6,140,350 
           
Property and equipment, net   167,805    108,007 
           
Right of use assets   877,067    - 
           
Deferred costs, long term   156,786    93,790 
Intangible assets, net   1,711,650    2,061,404 
Goodwill   700,528    700,528 
           
Total assets  $9,005,228   $9,104,079 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current liabilities:          
Accounts payable and accrued expenses  $670,129   $93,544 
Related party payables   4,541    14,467 
Finance lease liabilities   51,735    30,172 
Operating lease liabilities   204,411    - 
Deferred rent   -    4,472 
Deferred revenue   4,119,567    2,626,712 
Total current liabilities   5,050,383    2,769,367 
           
Long term liabilities:          
Finance lease liabilities   61,886    51,150 
Operating lease liabilities   709,268    - 
Deferred rent   -    6,585 
Deferred revenue   192,121    402,075 
           
Total liabilities   6,013,658    3,229,177 
           
Stockholders' equity:          
Preferred stock, $0.00001 par value, 10,000,000 shares authorized          
Series A Convertible Preferred stock, $0.00001 par value, 200,000 shares designated, 105,000 shares issued and outstanding as of September 30, 2019 and December 31, 2018   1    1 
Common stock, $0.00001 par value, 50,000,000 shares authorized, 8,876,555 and 7,579,995 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively   89    76 
Additional paid-in capital   51,491,258    48,017,926 
Accumulated deficit   (48,499,778)   (42,143,101)
Total stockholders' equity   2,991,570    5,874,902 
           
Total liabilities and stockholders' equity  $9,005,228   $9,104,079 

 

 

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