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 referenc…

Chief Financial Officer — Matthew Domeyer: The company hired an experienced CFO to support the new CEO.

Changes in Registrant’s Certifying Accountant. Dismissal of Independent Registered Public Accounting Firm. On May 26, 2026, the Audit Committee of the Board of Directors of AudioEye, Inc. (the “Company”) approved the dismissal of MaloneBailey, LLP (“MaloneBailey”), which had been serving as the Company’s independent registered public accounting firm, effective immediately. The reports of MaloneBailey on the Company’s consolidated financial statements for the fiscal years ended December 31, 20…

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 referenc…

Chief Executive Officer — Kelly Georgevich: Kelly Georgevich was promoted to Chief Executive Officer and Secretary, while David Moradi transitioned to Executive Chairman of the Board and Chief Product Officer.

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 referenc…

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 referenc…

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 referenc…

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 referenc…

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 referenc…

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 referenc…

Executive Chairman — Dr. Carr Bettis: Dr. Carr Bettis' term as a director and Executive Chairman will end at the 2025 Annual Meeting, with David Moradi appointed as the new Chairman of the Board.

Entry into a Material Definitive Agreement. On March 31, 2025, AudioEye, Inc. (the “Company”) and its wholly-owned subsidiaries, ADA Site Compliance, LLC and Criterion 508 Solutions, Inc. (together with the Company, individually and collectively, jointly and severally, “Borrower”), entered into a Loan and Security Agreement (the “Loan Agreement”) with Western Alliance Bank, an Arizona corporation (the “Lender”). The Loan Agreement provides for a (i) term loan facility, comprising of a $12.0 m…

Termination of a Material Definitive Agreement. In connection with the entry into the Loan Agreement, the Company used the proceeds from the Term A Advance provided thereunder to repay in full all indebtedness, liabilities and other obligations outstanding under, and terminated, the Loan and Security Agreement dated November 30, 2023, among the Company and SG Credit Partners, Inc., a Delaware corporation (the “Prior Loan Agreement”), which provided for a $7.0 million term loan. On March 31, 2…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet of a Registrant. The disclosure required by this Item is included in Item 1.01, which is incorporated herein by reference.

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 referenc…

Director — Anthony Coelho: Mr. Coelho resigned as a director, and James B. Hawkins was elected to fill the vacancy.

Other Information. On January 24, 2025, AudioEye, Inc. (the “Company”) announced that the Board of Directors of the Company has approved a program to repurchase up to $12.5 million of its outstanding shares of common stock, par value $0.00001 per share, expiring on January 24, 2027. The Company intends to fund the stock repurchase program with working capital, cash from operations and proceeds from borrowings. Repurchases under the program may be made in the open market or through privately-n…

Entry into a Material Definitive Agreement. On December 4, 2024, AudioEye, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Needham & Company, LLC, as the representative of the underwriters (the “Representative”), and entities affiliated with David Moradi, Dr. Carr Bettis and Jamil Tahir (collectively, the “Selling Stockholders”) relating to the public secondary offering (the “Offering”) of the Company’s common stock, par value $0.00001 per share…

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 referenc…

Other Events Updated Company Financial Outlook For the third quarter of 2024, management expects to generate revenue of the Company between $8.9 million and $8.95 million, adjusted EBITDA between $1.925 million and $1.95 million, and adjusted earnings per share between $0.15 and $0.16. The acquisition of ADA is expected to be accretive in the fourth quarter of 2024. Forward-Looking Statements Any statements in this Form 8-K, or in the press release furnished as Exhibit 99.1 to this report, ab…

Entry into a Material Definitive Agreement. On September 27, 2024, AudioEye, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement by and among the Company, as Buyer, ADA Site Compliance, LLC, a Delaware limited liability company (“ADA”), the individual sellers of ADA (collectively, the “Sellers”), and Scott Trachtenberg, in his capacity as Sellers’ Representative (the “Purchase Agreement”). Pursuant to the Purchase Agreement, on September 27, 2024, the Company purchased…

Results of Operations and Financial Condition. On September 30, 2024, the Company issued a press release announcing, among other things, updated earnings guidance. A copy of the press release is furnished as Exhibit 99.1 to this report. The information in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorp…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information regarding the Promissory Note included in

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 referenc…