aeye_sc13ga.htm

0001477932-24-000150.txt : 20240112 0001477932-24-000150.hdr.sgml : 20240112 20240112152414 ACCESSION NUMBER: 0001477932-24-000150 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240112 DATE AS OF CHANGE: 20240112 GROUP MEMBERS: CEDAR HOLDING MGMT GROUP MEMBERS: KEITH KOSOW GROUP MEMBERS: KTK CAPITAL, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUDIOEYE INC CENTRAL INDEX KEY: 0001362190 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87435 FILM NUMBER: 24531876 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kosow Keith CENTRAL INDEX KEY: 0001768651 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 100 SOUTH POINTE DRIVE STREET 2: #1610 CITY: MIAMI BEACH STATE: FL ZIP: 35139 SC 13G/A 1 aeye_sc13ga.htm SC 13G/A aeye_sc13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 7)

Under the Securities Exchange Act of 1934

AudioEye, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

050734201

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☐	Rule 13d-1(c)

☒	Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS Keith Kosow
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

867,800 shares ⁽¹⁾

SHARED VOTING POWER

0 shares

SOLE DISPOSITIVE POWER

867,800 shares ⁽¹⁾

SHARED DISPOSITIVE POWER

0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 867,800 shares ⁽¹⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.30% ⁽¹⁾⁽²⁾
12	TYPE OF REPORTING PERSON (See Instructions) IN

_________________

(1)	Comprised of (i) 252,140 shares of Common Stock held by Keith Kosow; (ii) 319,909 shares of Common stock held by KTK Capital, Inc., a company controlled by Keith Kosow for which he is deemed the beneficial owner and (iii) 295,751 shares of Common Stock held by Cedar Holdings MGMT, a company controlled by Keith Kosow for which he is deemed the beneficial owner.

(2)	Based on 11,888,851 shares of the registrant’s common stock issued and outstanding as of October 27, 2023.

1	NAMES OF REPORTING PERSONS KTK Capital, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Florida

NUMBER OF

SHARES

BENEFICIALLY

OWNED

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

319,909 shares

SHARED VOTING POWER

0 shares

SOLE DISPOSITIVE POWER

319,909 shares

SHARED DISPOSITIVE POWER

0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 319,909 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.69% ⁽¹⁾⁽²⁾
12	TYPE OF REPORTING PERSON (See Instructions) OO

_________________

(1)	Comprised of 319,909 shares of Common stock held by KTK Capital, Inc., a company controlled by Keith Kosow for which he is deemed the beneficial owner.

(2)	Based on 11,888,851 shares of the registrant’s common stock issued and outstanding as of October 27, 2023.

1	NAMES OF REPORTING PERSONS Cedar Holdings MGMT
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (c) ☐ (d) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Florida

NUMBER OF

SHARES

BENEFICIALLY

OWNED

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

295,751 shares

SHARED VOTING POWER

0 shares

SOLE DISPOSITIVE POWER

295,751 shares

SHARED DISPOSITIVE POWER

0 shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 295,751 shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.49% ⁽¹⁾⁽²⁾
12	TYPE OF REPORTING PERSON (See Instructions) OO

_________________

(1)	Comprised of 295,751 shares of Common stock held by Cedar Holdings MGMT, a company controlled by Keith Kosow for which he is deemed the beneficial owner.

(2)	Based on 11,888,851 shares of the registrant’s common stock issued and outstanding as of October 27, 2023.

Item 1(a) Name of Issuer:

AudioEye, Inc.

Item 1(b) Address of Issuer’s Principal Executive Offices:

5210 E. Williams Circle, Suite 750, Tucson, AZ 85711

Item 2(a) Name of Person Filing:

Keith Kosow

KTK Capital, Inc.

Cedar Holdings MGMT

The foregoing are sometimes together referred to herein as “reporting person”.

Item 2(b) Address of Principal Business Office or, if none, Residence:

100 South Pointe Drive #1206, Miami Beach, FL 33139

Item 2(c) Citizenship:

Keith Kosow - United States citizen

KTK Capital, Inc - a corporation formed under the laws of the State of Florida

Cedar Holdings MGMT - a corporation formed under the laws of the State of Florida

Item 2(d) Title of Class of Securities:

Common Stock

Item 2(e) CUSIP No.: 050734201

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4. Ownership:

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each of the Reporting Persons hereto, including footnotes, and is incorporated herein by reference for the Reporting Persons. The percentage set forth in Row (11) of the cover page for each of the Reporting Persons are calculated based upon 11,888,851 shares of Common Stock outstanding as of October 27, 2023, as disclosed on the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2023.

Item 5. Ownership of Five Percent or Less of a Class:

Not applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

Item 8. Identification and Classification of Members of the Group:

Not applicable.

Item 9. Notice of Dissolution of Group:

Not applicable.

Item 10. Certifications:

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 12, 2024		Keith Kosow
		/s/ Keith Kosow


Dated: January 12, 2024		KTK Capital, Inc.

		By: /s/ Keith Kosow
		Name: Keith Kosow
		Title: Authorized Signatory

Dated: January 12, 2024		Cedar Holdings MGMT

		By: /s/ Keith Kosow
		Name: Keith Kosow
		Title: Authorized Signatory

EX-99.1 2 aeye_ex991.htm JOINT FILING AGREEMENT aeye_ex991.htm

EXHIBIT 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common shares of Silo Pharma, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

Dated: January 12, 2024		Keith Kosow

		/s/ Keith Kosow

Dated: January 12, 2024		KTK Capital, Inc.

		By: /s/ Keith Kosow
		Name: Keith Kosow
		Title: Authorized Signatory

Dated: January 12, 2024		Cedar Holdings MGMT

		By: /s/ Keith Kosow
		Name: Keith Kosow
		Title: Authorized Signatory