SEC Form 3 · accession 0000899243-18-023721
AUDIOEYE INC · AEYE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 4, 2018
Accepted (ET)
Sep 4, 2018 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001362190
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 155,169 | D | ||
| Common StockF2 | holding | — | — | — | 1,656,740 | I | Through Sero Capital LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF1,F4,F5,F3 | — | holding | — | — | — | — | — | Common Stock | — | — | D |
| Warrants (right to buy)F1 | $10.00 | holding | — | — | — | Jan 30, 2014 | Jan 15, 2020 | Common Stock | 57,334 | — | D |
| Warrants (right to buy)F1 | $15.00 | holding | — | — | — | Jan 15, 2015 | Jan 15, 2020 | Common Stock | 56,250 | — | D |
| Warrants (right to buy)F1 | $6.25 | holding | — | — | — | Apr 19, 2016 | Apr 19, 2021 | Common Stock | 4,000 | — | D |
| Warrants (right to buy)F2 | $2.50 | holding | — | — | — | Nov 6, 2015 | Nov 6, 2020 | Common Stock | 590,000 | — | I |
| Warrants (right to buy)F2 | $2.50 | holding | — | — | — | Nov 17, 2017 | Nov 17, 2022 | Common Stock | 295,000 | — | I |
| Warrants (right to buy)F2 | $6.25 | holding | — | — | — | Aug 23, 2018 | Sep 29, 2022 | Common Stock | 42,858 | — | I |
Explanation of responses
- F1Securities of AudioEye, Inc. (the "Issuer") held directly by David Moradi.
- F2Securities of the Issuer held directly by Sero Capital LLC ("Sero Capital"). David Moradi is the Sole Member of Sero Capital and may be deemed to direct all voting and investment decisions made by Sero Capital.
- F3The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.
- F4Each share of Series A Preferred Stock shall be convertible, at any time and from time to time into that number of shares of the Issuer's common stock determined by dividing $10 (the "Stated Value") plus any accrued dividends with respect to such share by the Conversion Price of $4.385, subject to adjustment as described in the Certificate of Designations for the Series A Preferred Stock (the "Series A COD"). Holders of shares of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Issuer, cumulative dividends at the annual rate of 5% of the Stated Value per share of Series A Preferred Stock. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared.
- F5(Continued from Footnote 4) Subject to the terms of the Series A COD, at any time the Issuer shall be entitled to redeem any or all of the outstanding shares of Series A Preferred Stock at a per share price equal to 125% of the Stated Value plus accumulated dividends, payable in cash.