Item 2.02 Results of Operations and Financial Condition.
On January 14, 2022, AudioEye, Inc. (the "Company") issued a press release
announcing certain preliminary estimated unaudited financial results for the
fourth quarter ended December 31, 2021. A copy of the press release is attached
hereto as Exhibit 99.1.
The preliminary estimated results are subject to completion of the Company's
customary year-end closing, review and audit procedures and are not a
comprehensive statement of its financial results for the three months ended
December 31, 2021. The Company cautions that its final results for the fiscal
year ended December 31, 2021 that it will file with the SEC could include
financial results for the three months ended December 31, 2021 that vary
significantly from these preliminary estimates as a result of the completion of
its customary year-end closing, review and audit procedures and other
developments arising between now and the time that the Company's financial
results for the fiscal year ended December 31, 2021 are finalized. These
preliminary estimates should not be viewed as a substitute for complete
financial statements prepared in accordance with GAAP and they are not
necessarily indicative of the results to be achieved in any future period.
Accordingly, you should not place undue reliance on these preliminary estimates.
The preliminary estimates of results have been prepared by, and are the
responsibility of, the Company's management. MaloneBailey LLP ("MaloneBailey"),
the Company's independent registered public accounting firm, has not audited,
reviewed, compiled or performed any procedures with respect to the accompanying
preliminary financial data. Accordingly, MaloneBailey does not express an
opinion or any other form of assurance with respect thereto.
The information set forth in this Item 2.02 and in 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 13, 2022, David Moradi, the Interim Chief Executive Officer and Chief
Strategy Officer of the Company, was appointed the Company's Chief Executive
Officer.
Mr. Moradi, age 46, has served as Interim Chief Executive Officer and Chief
Strategy Officer since August 2020 and as a director since November 2019. Mr.
Moradi is an entrepreneur, an investor, and advisor to numerous technology
companies. In September 2018, Mr. Moradi founded and became Chief Executive
Officer of Sero Capital LLC, a private investment firm that focuses on growth
opportunities in the technology sector. Sero Capital LLC is a principal
stockholder of the Company. Mr. Moradi also co-founded and is Executive Chairman
of First Contact Entertainment Inc., a virtual reality game development studio.
He founded and was Chief Executive Officer of Anthion Management, a
technology-focused investment fund investing in early stage technology
companies, public equities, corporate debt and real estate until 2013, when
Anthion Management was converted to a family office. Prior to founding Anthion
Management, Mr. Moradi was a portfolio manager at Pequot Capital Management and,
prior to that, an analyst and portfolio manager for Soros Fund Management. Mr.
Moradi started his career as a special situations analyst at Imperial Capital
LLC. Mr. Moradi is also the founder and Chairman of the David Moradi Foundation,
a charitable foundation that supports education and veterans. He graduated with
a B.A. in psychology from the University of California, Los Angeles.
There are no arrangements or understandings between Mr. Moradi and any other
person pursuant to which he was selected as an officer of the Company. There are
no family relationships between Mr. Moradi and any director or executive officer
of the Company. Mr. Moradi is not and has not been a party to any transaction
required to be disclosed herein pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On January 14, 2022, the Company issued press releases announcing the matters
described in Item 2.02 and Item 5.02, above. Copies of the Company's press
releases are furnished herewith as Exhibits 99.1 and 99.2.
The information set forth in this Item 7.01 and in Exhibits 99.1 and 99.2
attached hereto is being furnished and shall not be deemed "filed" for purposes
of Section 18 of 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 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number Description
99.1 Press release announcing preliminary outlook for fourth quarter
results, issued January 14, 2022
99.2 Press release announcing David Moradi's appointment as CEO, issued
January 14, 2022104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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AUDIOEYE, INC. 
