0001415889-23-005524.txt : 20230328 0001415889-23-005524.hdr.sgml : 20230328 20230328182159 ACCESSION NUMBER: 0001415889-23-005524 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230324 FILED AS OF DATE: 20230328 DATE AS OF CHANGE: 20230328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fleming Katherine E. CENTRAL INDEX KEY: 0001843722 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38640 FILM NUMBER: 23771082 MAIL ADDRESS: STREET 1: ONE MIFFLIN PLACE STREET 2: 119 MT. AUBURN STREET, SUITE 400 CITY: CAMBRIDGE STATE: MA ZIP: 02138 ISSUER: 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 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 3 1 form3-03282023_100352.xml X0206 3 2023-03-24 1 0001362190 AUDIOEYE INC AEYE 0001843722 Fleming Katherine E. 5210 E. WILLIAMS CIRCLE SUITE 750 TUCSON AZ 85711 true false false false No securities beneficially owned. /s/ James Spolar, Attorney-in-Fact 2023-03-28 EX-24 2 ex24-03282023_100352.htm ex24-03282023_100352.htm


POWER OF ATTORNEY

I, Katherine E. Fleming, hereby authorize and designate each of James Spolar, Matt Kuhn, Christine G. Long, Amra Hoso and RoxAnn D. Mack, signing singly, as my true and lawful attorneyinfact to:

(1)

prepare and execute for and on my behalf, in my capacity as an officer and/or director of AudioEye, Inc. (the “Company”), a Form ID and Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder and other forms or reports on my behalf as may be required to be filed in connection with my ownership, acquisition, or disposition of securities of the Company, including Form 144;

(2)

do and perform any and all acts for and on my behalf that may be necessary or desirable to complete and execute any such Form ID, Form 3, 4 or 5 or Form 144, and any amendments to any of the foregoing, and timely file any such form with the Securities and Exchange Commission and any stock exchange or similar authority; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneyinfact, may be to my benefit, in my best interest, or legally required of me, it being understood that the statements executed by such attorneyinfact on my behalf pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneyinfact may approve in such attorneyinfact’s discretion.

I hereby further grant to each such attorneyinfact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneyinfact, or such attorneyinfact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  I hereby acknowledge that the foregoing attorneysinfact, in serving in such capacity at my request, are not assuming, nor is the Company assuming, any of my responsibilities to comply with Section 16 of the Exchange Act or Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”).

This Power of Attorney shall remain in full force and effect until I am no longer required to file Form ID or Forms 3, 4 and 5 or Form 144 with respect to my holdings of and transactions in securities issued by the Company, unless earlier revoked by me in a signed writing delivered to the foregoing attorneysinfact.  Notwithstanding the foregoing, if any such attorney-in-fact hereafter ceases to be at least one of the following: (i) an employee of the Company, (ii) a partner of Faegre Drinker Biddle & Reath LLP or (iii) an employee of Faegre Baker Drinker Biddle & Reath LLP, then this Power of Attorney shall be automatically revoked solely as to such individual, immediately upon such cessation, without any further action on my part.

I hereby revoke all previous Powers of Attorney that have been granted by me in connection with my reporting obligations, if any, under Section 16 of the Exchange Act and Rule 144 under the Securities Act with respect to my holdings of and transactions in securities issued by the Company.

IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly executed as of this 23rd day of March, 2023.

/s/ Katherine E. Fleming



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