UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): September 24, 2015
AUDIOEYE, INC.
| DELAWARE | 333-17743 | 20-2939845 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
5210 E. Williams Circle, Suite 500
Tucson, Arizona 85711
(Address of principal executive offices)
(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 (See General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(a) Resignation of Director. Effective September 29, 2015, Edward W. Withrow III has resigned from his position on the Board of Directors (the “Board”) of AudioEye, Inc. (the “Company”). Mr. Withrow’s resignation as a member of the Board was for personal reasons and not predicated on any disagreements or objections as to anything relating to the Company’s operations, policies or practices. The Company has provided Mr. Withrow with a copy of this current report prior to the filing and informed him that he had the opportunity to provide the Company with correspondence stating whether he agrees or disagrees with the disclosure contained in this current report which the Company would also file as an exhibit to this current report or an amendment hereof.
(d) Appointment of Director. Effective September 24, 2015, Alexandre Zyngier, was elected to the Board to fill an existing vacancy. Mr. Zyngier, age 46, founded Batuta Capital Advisors, a New York City-based merchant bank focused on advising and investing in restructuring and turnaround opportunities, in August 2013 and has been serving as its Managing Director since that time. From February 2009 until August 2013, Mr. Zyngier served as a director and senior portfolio manager at Alden Global/Smith Management, a multi-strategy fund. During the 18 years prior to February 2009, Mr. Zyngier served as a director and portfolio manager for Deutsche Bank AG, a vice president at Goldman Sachs Group Inc. and CRT Capital Group, LLC, and as a manager at McKinsey & Co, Inc. and The Procter & Gamble Company. He is currently a director of Atari SA, Executive Chairman of DTV America Corp and was previously Chairman of the Board of Vertis Inc. and a director of Island One LLC.
Mr. Zyngier earned a Masters of Business Administration degree in Finance and Accounting from the University of Chicago Graduate School Of Business, and holds a Bachelor of Science degree in Chemical Engineering from UNICAMP, University of Campinas in Brazil.
The Board of believes that Mr. Zyngier should serve as a director of the Company because of his executive, financial and business experience as described above.
| Item 8.01 | Other Events |
On September 30, 2015, the Company issued a press release with respect to the election of Mr. Zyngier as a director of the Company.
| Item 9.01 | Exhibits |
Exhibit 99.1 Press Release dated September 30, 2015.
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.
| Date: September 30, 2015 | AUDIOEYE, INC. | |
| By: | /s/ Sean Bradley | |
| Sean Bradley, President |
INDEX OF EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Press Release dated September 30, 2015. |
Exhibit 99.1
AudioEye, Inc. Announces New Board Member
TUCSON, Arizona – September 30th, 2015 - AudioEye, Inc. (OTCQB: AEYE) (“AudioEye”) (the “Company”) today announced the appointment of Alex Zyngier to the Board of Directors of the Company.
Mr. Zyngier founded Batuta Advisors in 2013 to pursue high return investment opportunities in the distressed and turnaround sectors. Mr. Zyngier has over 20 years of investment, strategy, and operating experience. He is currently a director of Atari SA, Executive Chairman of DTV America Corp. Mr. Zyngier has worked as a Portfolio Manager, investing in public and private opportunities, at Alden Global Capital, Goldman Sachs & Co. and Deutsche Bank Co. He was also a strategy consultant at McKinsey & Company and a technical brand manager at Procter & Gamble.
Mr. Zyngier holds an MBA in Finance and Accounting from the University of Chicago and a BSc. in Chemical Engineering from UNICAMP in Brazil.
“I am excited to join the AEYE Board”, stated Mr. Zyngier. “The Company appears to be well positioned to take advantage of a market opportunity with its unique technology designed to provide full access to website content for persons with various disabilities. This untapped market of potential customers can create a meaningful increase in a company’s sales while also enabling these same companies to meet increasing regulatory requirements for accessibility”.
“We are pleased to be able to attract Alex to the Board of AEYE where his considerable skills will be of great value as we continue to transition the Company from product development to commercial viability”, stated Dr. Carr Bettis, Executive Chairman of AEYE. “The Company has substantially completed the restructuring of the operating costs and streamlined the product offerings and pricing. Alex will be able to help AEYE in refining the operational and strategic planning going forward”, added Dr. Bettis.
About AudioEye, Inc.
Incorporated in 2005, AudioEye provides unparalleled web access equality and usability for its clients' customers through AudioEye's Ally™ platform. The Ally+ product allows AudioEye's clients to reach more customers, build more brand loyalty, retain more customers and secure more repeat business.
Most companies fail to provide full access to their websites. As a result, they exclude 5% to 10% of their potential customers, even though the law requires equal access and digital inclusion. Each month, AudioEye fixes millions of website problems for its clients; without these fixes, site visitors are left behind -- including those customers accessing websites through the use of assistive technologies provided by Microsoft, Apple, Google, and others. AudioEye clients that implement the Ally+ solution receive a compliance certification seal that, through the adoption and application of internationally accepted accessibility standards, allows them to clearly and confidently demonstrate and promote their conscientious commitment to ensuring equal access to their digital properties (limited exclusions apply).
Ally+ is the most inclusive web accessibility solution available -- period. It goes beyond simply fixing issues that inhibit access to client information and services by also providing site visitors with a help desk resource for reporting usability problems, along with free cloud-based access to a customizable screen-reader-like user experience. By simply embedding the AudioEye JavaScript, the Ally+ patent-protected multi-language audible reader “in the cloud" provides new and returning customers the opportunity to thoroughly engage and interact with client websites in a unique and fully customizable way, regardless of their device type or preferred method of access. These tools have benefits for all site visitors, in particular aging populations and individuals who have vision, hearing, motor and intellectual disabilities, including those who are color blind, dyslexic, learning to read, and looking to maintain focus, or multi-task.
Providing full access is the right thing to do, but it is also empowers customers, which makes it great for business. To learn more or to get started today, please visit www.audioeye.com for more information. AudioEye is Your Web Accessibility Ally™.
AudioEye's common stock trades under the symbol “AEYE”. The Company maintains offices in Tucson and Atlanta.
For further information, please contact:
David Kovacs
Strategic Consultant
AudioEye, Inc.
(866) 331-5324
or
RJ Falkner & Company, Inc.
Investor Relations Counsel
(830) 693-4400
info@rjfalkner.com