Form 8-K
8-K — AUDIOEYE INC
Accession: 0001104659-26-075458
Filed: 2026-06-18
Period: 2026-06-17
CIK: 0001362190
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — tm2618225d1_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (tm2618225d1_ex10-1.htm)
EX-99.1 — EXHIBIT 99.1 (tm2618225d1_ex99-1.htm)
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8-K (Primary)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 17, 2026
AUDIOEYE, INC.
(Exact name of registrant as specified in
charter)
Delaware
001-38640
20-2939845
State of Other Jurisdiction of
Incorporation
Commission File Number
IRS Employer Identification No.
5210 E. Williams Circle, Suite 750
Tucson, Arizona 85711
(Address of principal executive offices / Zip Code)
(866) 331-5324
(Registrant’s
telephone number, including area code)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act.
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, par value $0.00001 per share
AEYE
The Nasdaq Capital Market
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
June 17, 2026, the Board of Directors (the “Board”) of AudioEye, Inc. (the “Company”) approved the election
of Matthew Domeyer to the position of Chief Financial Officer of the Company, to be effective on July 20, 2026 (the “Effective
Date”). Mr. Domeyer will replace Kelly Georgevich as Chief Financial Officer, pursuant to the Board’s succession planning
following the appointment of Ms. Georgevich as the Company’s Chief Executive Officer on May 4, 2026.
Mr. Domeyer,
age 43, has nearly 20 years of leadership experience across public company finance, strategic planning, corporate governance, treasury
and financial operations. Mr. Domeyer currently serves as Corporate Controller of Flexsteel Industries, Inc., one of the largest
residential furniture manufacturers, importers, and marketers in the United States, where he has led SEC reporting, technical accounting,
internal controls, tax, treasury, and shared services functions for the publicly traded organization since January 2022. Previously,
he held finance leadership roles at Upsher-Smith Laboratories, Inc., including Corporate Controller and Associate Director of Corporate
Accounting, where he partnered with business leaders to drive operational efficiency, financial performance, and process improvement initiatives,
from December 2014 to December 2021. Earlier in his career, Mr. Domeyer spent eight years with PricewaterhouseCoopers,
providing audit and advisory services to private equity-backed, family-owned, and publicly traded multinational organizations across a
range of industries. Mr. Domeyer holds a bachelor’s degree in accounting from University of Northern Iowa and is a Certified
Public Accountant.
There are
no arrangements or understandings between Mr. Domeyer and any other person pursuant to which Mr. Domeyer was selected as an
officer of the Company. There are no family relationships between Mr. Domeyer and any director or executive officer of the Company.
Mr. Domeyer is not and has not been a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.
In
connection with his election as Chief Financial Officer, the Company and Mr. Domeyer entered into an Executive Employment Agreement
(the “Employment Agreement”), dated as of June 17, 2026, to be effective on the Effective Date. Under the Employment
Agreement, Mr. Domeyer will receive an annual base salary of $350,000. The Employment Agreement also provides that the Company
will pay Mr. Domeyer a one-time cash signing bonus in the amount of $75,000, which amount is subject to repayment by Mr. Domeyer
in the event his employment is terminated by the Company for Cause (as defined in the Employment Agreement) or he terminates his employment
without Good Reason (as defined in the Employment Agreement) prior to the first anniversary of the Effective Date.
The
Employment Agreement further provides that, on the Effective Date, the Company will grant Mr. Domeyer 36,000 stock units, of which
(i) 3,000 will be signing time-based restricted stock units (“RSUs”) that will vest in full on the first anniversary
of the Effective Date; (ii) 15,000 will be time-based RSUs that will vest as to 2,975 on September 30, 2026, 3,750 on
December 31, 2026, 3,750 on March 31, 2027, 3,750 on June 30, 2027, and 775 on July 20, 2027; and (iii) 18,000
will be performance-based restricted stock units (“PSUs”). Of the PSUs, 9,781 PSUs will be eligible to vest based on the Company’s
achievement of certain performance targets for 2026 established by the Compensation Committee, and 8,219 PSUs will be eligible to vest
based on performance targets to be established by the Compensation Committee in connection with the Company’s 2027 annual budget.
The
Employment Agreement provides that if the Company terminates Mr. Domeyer’s employment for a reason other than death, Disability
(as defined in the Employment Agreement), or Cause, or if Mr. Domeyer terminates his employment for Good Reason, then the Company
shall pay or provide all of the following: (i) reimbursement of any and all reasonable business expenses paid or incurred through
the termination date; (ii) receipt of any earned but unpaid base salary through his last date of employment with the Company; and
(iii) subject to Mr. Domeyer’s satisfying certain release conditions described in the Employment Agreement, receipt of
an amount equal to a portion of his base salary as set forth below and certain medical benefits as described below.
The
base salary portion of the separation payment described above shall be, in the event such termination occurs prior to the one-year anniversary
of the Effective Date, 12 months of his base salary, and in the event such termination occurs on or after the one-year anniversary of
the Effective Date, six months of his base salary (in each case at the rate that was in effect at the time of termination). Additionally,
subject to Mr. Domeyer’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which he participated immediately
prior to the termination date, the Company will pay the cost of COBRA continuation coverage for Mr. Domeyer and his eligible dependents
until the earliest of (i) Mr. Domeyer and his eligible dependents, as the case may be, ceasing to be eligible under COBRA; (ii) the
date upon which he and his eligible dependents become covered under similar plans; (iii) in the case of employment termination prior
to the one-year anniversary of the Effective Date, 12 months following the termination date; or (iv) in the case of employment termination
on or after the one-year anniversary of the Effective Date, six months following the termination date.
The
Employment Agreement also provides that if a Change of Control (as defined in the Employment Agreement) occurs and, on or within 12 months
following the occurrence of such Change of Control, Mr. Domeyer’s employment with the Company (or its successor) terminates
involuntarily for a reason other than Cause or terminates because of resignation for Good Reason, then all unvested RSUs held by him will
vest in full as of his termination date and all unvested PSUs held by him will vest as of his termination date based on deemed achievement
of the applicable performance target (at any applicable target level).
The
foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement,
a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On
June 18, 2026, the Company issued a press release related to the matters described above. A copy of the press release is attached
hereto as Exhibit 99.1.
The
information set forth in this Item 7.01 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 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number Description
10.1 Executive Employment Agreement, dated as of June 17, 2026, by and between AudioEye, Inc. and
Matthew Domeyer
99.1 Press release, dated June 18, 2026
104 Cover Page Interactive Data File
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
June 18, 2026
AudioEye, Inc.
(Registrant)
By
/s/ Kelly Georgevich
Name:
Kelly Georgevich
Title:
Chief Executive Officer and Chief Financial Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2618225d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
EXECUTIVE EMPLOYMENT
AGREEMENT
This EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”) is made and entered into as of June 17, 2026, by and between AudioEye, Inc.,
a Delaware corporation with an address at 5210 E. Williams Circle, Tucson, AZ 85711 (the “Company”), and Matthew Domeyer,
a natural person (“Executive”).
W I T N E S S E T H:
WHEREAS, Executive and the
Company wish to commence an employment relationship through which Executive shall serve as the Company’s Chief Financial Officer
(the “Position”); and
WHEREAS, the parties now wish
to enter into this Employment Agreement as a condition of Executive’s employment with the Company.
NOW, THEREFORE, in consideration
of the foregoing recitals and the respective covenants and agreements of the parties contained in this document, the Company and Executive,
intending to be legally bound, hereby agree as follows:
1. Employment
and Duties.
a. Effective
on July 20, 2026 (the “Commencement Date”), the Company shall employ Executive in the Position. In the Position,
Executive shall report to the Chief Executive Officer (“CEO”). At all times during the Term (as defined below), Executive
will be considered an “exempt” employee for applicable wage and hour laws, meaning that his Base Salary (as defined below)
shall compensate Executive for all hours worked, and Executive will not be eligible for overtime pay.
b. The
duties and responsibilities of Executive in the Position shall include the duties and responsibilities typical of a Chief Financial Officer
and such other or different duties and responsibilities as the CEO may from time to time reasonably assign to Executive. Executive shall
devote all of his business time, attention, and energies to the business of the Company, provided that nothing in this
Section 1(b) shall prohibit Executive from (i) serving as a director or trustee of any charitable or educational organization
or (ii) engaging in additional activities in connection with personal investments and community affairs, as long as these additional
activities do not materially interfere, individually or collectively, with the performance of the duties and responsibilities of Executive,
and these activities are not inconsistent with Executive’s duties under this Agreement and do not otherwise violate the terms of
this Agreement.
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2. Term.
Executive’s employment pursuant to this Agreement shall commence on the Commencement Date and shall continue until earlier terminated
pursuant to Section 8 (the “Term”). The parties agree that Executive shall at all times be an at-will employee,
and he or the Company may terminate his employment at any time for any lawful reason, subject to the payment obligations described herein.
For the avoidance of doubt, the restrictions in Sections 10 and 11 of this Agreement that apply after employment ends, and the provisions
of Sections 9 and 13, shall survive the expiration of the Term.
3. Place
of Employment. Executive shall work remotely from his home or personal office; provided, however, that Executive shall
make himself available as requested for regular business travel, including travel to the Company’s corporate offices.
4. Compensation.
a. Base
Salary. During the Term, the Company shall pay Executive based on an annual salary of $350,000.00 (the “Base Salary”)
unless the parties mutually agree to modify the Base Salary (in which case the “Base Salary” shall be, for all purposes
hereunder, such salary as modified). The Company shall make all Base Salary payments in periodic installments in accordance with the Company’s
regular payroll practices.
b. Cash
Signing Bonus. Within thirty (30) days following the Commencement Date, the Company shall pay Executive a one-time cash signing bonus
in the amount of $75,000 (the “Cash Signing Bonus”), less applicable withholdings and deductions. In the event that
Executive’s employment is terminated by Executive without Good Reason (as defined herein) or by the Company for Cause (as defined
herein) prior to the first anniversary of the Commencement Date, Executive shall repay to the Company the full amount of the Cash Signing
Bonus within thirty (30) days following such termination.
c. Equity
Award. On the Commencement Date, the Company shall grant Executive 36,000 Restricted Stock Units
(“RSUs”), with 3,000 of such RSUs being deemed “Signing RSUs,” 15,000
of such RSUs being deemed “Time-Based RSUs” and 18,000 of such RSUs being deemed “PSUs”.
i. The
Signing RSUs: The Signing RSUs shall vest in full on the first anniversary of the Commencement Date, subject to Executive’s
continuous employment through such vesting date.
ii. The
Time-Based RSUs: The Time-Based RSUs shall vest as follows:
1. 2,975 on September 30, 2026,
2. 3,750 on December 31, 2026,
3. 3,750 on March 31, 2027,
4. 3,750 on June 30, 2027, and
5. 775 on July 20, 2027,
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provided
in all cases that Executive is continuously employed on each of those vesting dates.
iii. Performance-Based
RSUs: The PSUs shall be eligible to vest based on the Company’s achievement of the performance metrics set forth below, subject
in all cases to Executive’s continuous employment with the Company through the applicable vesting date.
1. 2026 Annual Performance RSUs. Of the PSUs, 6,781 PSUs (the “2026
Annual PSUs”) shall be eligible to vest based on the Company’s achievement of the following three performance targets
for the fiscal year ending December 31, 2026, with 2,260 of the 2026 Annual PSUs eligible to vest upon achievement of each of the
following Adjusted EBITDA targets and 2,261 of the 2026 Annual PSUs eligible to vest upon achievement of the following Revenue target:
· Revenue of $[*];
· Adjusted EBITDA of $[*];
and
· Adjusted EBITDA of $[*].
Each
target shall be evaluated independently, and the 2026 Annual PSUs corresponding to each achieved target shall vest on the date the Compensation
Committee (as defined below) certifies achievement of such target following the close of the 2026 fiscal year. Any 2026 Annual PSUs corresponding
to a target that is not achieved shall be forfeited.
2. 2027 Annual Performance RSUs. 8,219 PSUs shall be allocated to the
2027 annual performance component (the “2027 Annual PSUs”) and shall be eligible to vest based on performance targets
to be established by the Compensation Committee in connection with the Company’s 2027 annual budget to be approved by the Board.
The Compensation Committee shall, in good faith and consistent with the structure of the 2027 Annual PSUs, set such targets as promptly
as practicable following the start of the 2027 fiscal year. Vesting of the 2027 Annual PSUs shall occur on the date the Compensation Committee
certifies achievement of such targets following the close of the 2027 fiscal year, with any 2027 Annual PSUs corresponding to a target
that is not achieved being forfeited.
3
3. 2026 Stretch Performance RSUs. 3,000 PSUs (the “2026 Stretch
PSUs”) shall be eligible to vest in full upon the Company’s achievement of Adjusted EBITDA of $[*] for the fiscal year
ending December 31, 2026. The 2026 Stretch PSUs shall vest, if at all, on the date the Compensation Committee certifies achievement
of such target following the close of the 2026 fiscal year. If the Company does not achieve Adjusted EBITDA of $[*] for the 2026 fiscal
year, the 2026 Stretch PSUs shall be forfeited in their entirety.
4. Definitions and Determinations. “Revenue” and
“Adjusted EBITDA” shall be calculated in accordance with the Company’s audited financial statements for the applicable
fiscal year and the methodology used by the Company for calculating such amounts for purposes of the Company’s periodic reports
or earnings releases filed or furnished with the Securities and Exchange Commission, subject to such adjustments as the Compensation Committee
determines in good faith are appropriate to reflect extraordinary items, acquisitions or dispositions, changes in accounting principles,
or other non-recurring or non-cash items. All determinations regarding achievement of the performance targets shall be made by the Compensation
Committee in its reasonable discretion and shall be final and binding.
All
RSUs and PSUs are subject to the terms of the Company’s applicable incentive compensation plan (the “Plan”),
the attendant award agreement and approval by the Company’s Board of Directors (the “Board”) or the
Compensation Committee of the Board (the “Compensation Committee”),
and may be adjusted in the event of any stock split, stock dividend or other similar, recapitalization or other similar event.
5. Clawback
Rights. Executive agrees that he is bound by, and subject to, the Company’s Compensation Recovery Policy, effective October 24,
2023 (as such policy may be amended, restated or otherwise modified from time to time).
6. Expenses.
Executive shall be entitled to prompt reimbursement by the Company for all reasonable ordinary and necessary travel, entertainment, and
other expenses incurred by Executive while employed (in accordance with the policies and procedures established by the Company for its
senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that Executive
shall properly account for such expenses in accordance with Company policies and procedures.
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7. Other
Benefits. During the Term, Executive shall be eligible to participate in incentive, stock purchase, savings, retirement (401(k)),
and welfare benefit plans, including, without limitation, health, medical, dental, vision, life (including accidental death and dismemberment)
and disability insurance plans to the extent provided by the Company generally to its employees (collectively, “Benefit Plans”),
in substantially the same manner and at substantially the same levels as the Company makes such opportunities available to the Company’s
managerial or salaried executive employees, subject to the terms and conditions, including eligibility provisions, of any such Benefit
Plans, which may be amended or terminated from time to time.
8. Termination
of Employment.
a. Death.
If Executive dies during the Term, Executive’s employment with the Company shall automatically terminate and the Company shall have
no further obligations to Executive or his heirs, administrators or executors with respect to compensation and benefits accruing thereafter,
except for the obligation to pay to Executive’s heirs, administrators or executors: (i) any earned but unpaid Base Salary accrued
through the date of death, and (ii) reimbursement of any and all reasonable business expenses paid or incurred by Executive in connection
with and related to the performance of his duties and responsibilities for the Company during the period ending on the date of death.
b. Disability.
In the event that, during the Term, Executive shall be prevented from performing, with or without reasonable accommodation, his essential
duties and responsibilities of the Position by reason of Disability (as defined below), Executive’s employment with the Company
shall automatically terminate and the Company shall have no further obligations or liability to Executive or his heirs, administrators
or executors with respect to compensation and benefits accruing thereafter, except for the obligation to pay Executive or his heirs, administrators
or executors: (i) any earned but unpaid Base Salary accrued through Executive’s last date of employment with the Company, and
(ii) reimbursement of any and all reasonable business expenses paid or incurred by Executive in connection with and related to the
performance of his duties and responsibilities for the Company during the period ending on the termination date. For purposes of this
Agreement, “Disability” shall mean a physical or mental disability that prevents the performance by Executive, with
or without reasonable accommodation, of the essential duties of the Position for a period of not less than an aggregate of three (3) months
during any twelve (12) consecutive months.
5
c. By
the Company for Cause.
i. At
any time during the Term, the Company may terminate Executive’s employment hereunder for Cause. For purposes of this Agreement,
“Cause” shall consist of a termination due to the following, as specified in the Notice of Termination provided pursuant
to Section 8(h) (and in the case of Clause (A) below, Executive’s failure to cure such failure, if curable, within
thirty (30) days of delivery of such Notice of Termination): (A) Executive’s failure to substantially perform the fundamental
duties and responsibilities associated with the Position for any reason other than a physical or mental disability or death, including
Executive’s willful failure or refusal to carry out reasonable instructions; (B) Executive’s material breach of any material
written Company policy; (C) Executive’s gross misconduct in the performance of Executive’s duties for the Company; (D) Executive’s
material breach of the terms of this Agreement; (E) Executive being arrested or charged with any fraudulent or felony criminal offense
or any other criminal offense which reflects adversely on the Company or reflects conduct or character that the Board reasonably concludes
is inconsistent with continued employment; or (F) any criminal conduct that is a “statutory disqualifying event” (as
defined under federal securities laws, rules and regulations).
ii. Upon
termination of Executive’s employment for Cause, the Company shall have no further obligations or liability to Executive or his
heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay Executive: (A) any
earned but unpaid Base Salary accrued through Executive’s last date of employment with the Company, and (B) reimbursement of
any and all reasonable business expenses paid or incurred by Executive in connection with and related to the performance of his duties
and responsibilities for the Company during the period ending on the termination date.
d. By
the Company for a Reason Other than Cause, Death or Disability. At any time during the Term, the Company may terminate Executive’s
employment with the Company for a reason other than Cause, death, or Disability by providing a Notice of Termination to Executive at least
thirty (30) days prior to the intended date of termination, provided, however, that the Company in its sole discretion may
direct Executive to cease performing services for the Company during all or any portion of such thirty (30)-day notice period (the “Notice
Period”), but will continue to pay the Base Salary and provide benefits to Executive through the end of the Notice Period. The
payments that the Company will make to Executive (or, following his death, to Executive’s heirs, administrators or executors) in
the event that the Company terminates this Agreement and Executive’s employment with the Company for a reason other than Cause,
death or Disability, are described in Section 9.
6
e. By
Executive with Good Reason.
i. At
any time during the Term, subject to the conditions set forth in Section 8(e)(ii) below, Executive may terminate Executive’s
employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence
of any of the following events: (A) a reduction, without Executive’s written consent, of Executive’s Base Salary, other
than a reduction generally applicable to other executives of comparable status; (B) the assignment, without Executive’s written
consent, of a title other than CFO or a material diminishment in Executive’s duties, authority or responsibility; (C) any establishment
or relocation of Executive’s physical place of work to a location that is more than 25 miles from Executive’s then-current
principal residence; or (D) a material breach by the Company of this Agreement, including, without limitation, the failure of the
Company to employ Executive as of the Commencement Date or failure of the Company to grant the equity awards with the value as noted above.
ii. Notwithstanding
any provision of Section 8(e) to the contrary, Executive shall only be entitled to terminate this Agreement for Good Reason
if: (A) he shall have delivered Notice of Termination to the Company within ninety (90) days of the date upon which the facts giving
rise to Good Reason occurred (the “Good Reason Date”) of his intention to terminate this Agreement and his employment
with the Company for Good Reason, and such Notice of Termination specifies in reasonable detail the circumstances claimed to provide the
basis for such termination for Good Reason; (B) the Company shall not have eliminated the circumstances constituting Good Reason
within thirty (30) days of its receipt from Executive of such written notice; and (C) Executive’s employment with the Company
ends within one hundred and twenty (120) days after the Good Reason Date.
iii. The
payments that the Company will make to Executive (or, following his death, to Executive’s heirs, administrators or executors) in
the event that Executive terminates his employment with the Company for Good Reason are described in Section 9.
f. By
Executive without Good Reason. At any time during the Term, Executive shall be entitled to terminate Executive’s employment
with the Company without Good Reason by providing a Notice of Termination to the Company at least thirty (30) days prior to the intended
date of termination; provided, however, that the Company in its sole discretion may direct Executive to cease performing services
for the Company during all or any portion of the Notice Period, but will continue to pay the Base Salary and provide benefits to Executive
through the end of the Notice Period. Upon termination by Executive of this Agreement or Executive’s employment with the Company
without Good Reason, the Company shall have no further obligations or liability to Executive or his heirs, administrators or executors
with respect to compensation and benefits thereafter, except for the obligation to pay Executive: (i) any earned but unpaid Base
Salary accrued through Executive’s last date of employment with the Company, and (ii) reimbursement of any and all reasonable
business expenses paid or incurred by Executive through the termination date in connection with and related to the performance of Executive’s
duties and responsibilities for the Company.
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g. Change
of Control. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any one or more of
the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially
or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended) of 80% or more of the shares of the outstanding common stock of the Company, whether by merger, consolidation,
sale or other transfer of shares of Company common stock (other than a merger or consolidation where the stockholders of the Company prior
to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation),
(ii) a sale of all or substantially all of the assets of the Company, or (iii) during any period of twelve (12) consecutive
months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by the Board or
nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors at the beginning of the 12-month period or whose election or nomination for election was previously
so approved, cease for any reason to constitute at least a majority of the Board; provided, however, that the following acquisitions
shall not constitute a Change of Control for the purposes of this Agreement: (A) any acquisitions of Company common stock or securities
convertible, exercisable or exchangeable into Company common stock directly from the Company, or (B) any acquisition of Company common
stock or securities convertible, exercisable or exchangeable into Company common stock by any employee benefit plan (or related trust)
sponsored by or maintained by the Company.
h. Any
termination of Executive’s employment by the Company or by Executive (other than termination by reason of Executive’s death)
shall be communicated by written Notice of Termination to the other party of this Agreement. For purposes of this Agreement, a “Notice
of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied
upon and, for a termination for Cause, Disability or for Good Reason, shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive’s employment under the provision so indicated.
9. Severance
Compensation.
a. If
the Company terminates Executive’s employment for a reason other than Executive’s death, Disability, or Cause (including the
cancellation or termination of Executive’s employment without Cause prior to the Commencement Date), or if Executive terminates
his employment for Good Reason, then the Company shall pay or provide all of the following to Executive: (i) reimbursement of any
and all reasonable business expenses paid or incurred by Executive through the termination date in connection with and related to the
performance of Executive’s duties and responsibilities for the Company; (ii) receipt of any earned but unpaid Base Salary accrued
through Executive’s last date of employment with the Company; and (iii) subject to Executive’s satisfying the Release
conditions described in Section 9(c), receipt of an amount equal to a portion of the Executive’s Base Salary as set forth in
Section 9(b) below and Medical Continuation Benefits, as defined below (the “Separation Payment”).
8
b. The
Base Salary portion of the Separation Payment described in Section 9(a)(iv) above shall be, (i) in the event Executive’s
separation of employment prior to the one-year anniversary of the Commencement Date, twelve (12) months of Executive’s Base Salary,
and, (ii) in the event Executive’s separation of employment at any time on or after the first anniversary of the Commencement
Date, six (6) months of Executive’s Base Salary (in each case, at the rate that was in effect at the time of termination),
less in all cases Base Salary paid to Executive for any portion of the Notice Period that Executive is directed by the Company not to
work. Additionally, subject to Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”) with respect to the Company’s group health insurance plans in which Executive
participated immediately prior to the termination date (“COBRA Continuation Coverage”) and the Release requirement
set forth below, the Company will pay the cost of COBRA Continuation Coverage for Executive and his eligible dependents until the earliest
of (i) Executive and his eligible dependents, as the case may be, ceasing to be eligible under COBRA, (ii) the date upon which
Executive and his eligible dependents become covered under similar plans, (iii) in the case of Executive’s employment termination
prior to the one-year anniversary of the Commencement Date, twelve (12) months following the termination date, or (iv) in the case
of Executive’s termination on or after the one-year anniversary of the Commencement Date, six (6) months following the termination
date (“Medical Continuation Benefits”).
c. Subject
to the condition that Executive executes an agreement releasing the Company and its affiliates from any liability associated with Executive’s
employment with the Company in form and terms satisfactory to the Company (the “Release”) and that all time periods
imposed by law permitting cancellation or revocation of the Release by Executive shall have passed or expired (the “Release Effective
Date”), the Company will pay Executive any base salary-related amount owed pursuant to Section 9(a)(iv) on the Company’s
regular payroll dates starting on the first payroll date following the Release Effective Date (and the payment on such first payroll date
will include all payments that were not paid between the last day of employment and such first payroll date) and ending six months after
the last day of employment. Notwithstanding the foregoing, if the Release could become effective during the calendar year following the
calendar year of the date of termination, then no such payments that constitute “deferred compensation” under Internal Revenue
Code Section 409A shall be made earlier than the first day of the calendar year following the calendar year of the date of termination.
9
d. Notwithstanding
anything to the contrary in any equity award agreement, the Plan, or any other provision of this Agreement, if a Change of Control occurs
and, on or within twelve (12) months following the occurrence of such Change of Control, Executive’s employment with the Company
(or its successor) terminates involuntarily for a reason other than Cause or terminates because of resignation for Good Reason (each,
a “Qualifying CoC Termination”), then:
i. all then-outstanding and unvested Time-Based RSUs and Signing RSUs held by Executive shall vest in full
as of Executive’s termination date; and
ii. all then-outstanding and unvested PSUs held by Executive shall vest as of Executive’s termination
date based on deemed achievement of the applicable performance target (at any applicable target level), without proration for the portion
of the performance period elapsed.
Settlement of any equity awards that
vest pursuant to this Section 9(d) shall occur as soon as administratively practicable following the Executive’s termination
date, but in no event later than March 15 of the calendar year following the calendar year in which the Qualifying CoC Termination
occurs. The acceleration provided under this Section 9(d) is in addition to, and not in lieu of, the Separation Payment and
other amounts payable under Sections 9(a) through (c).
10. Confidential
Information.
a. Disclosure
of Confidential Information. Executive recognizes, acknowledges and agrees that he will have access to proprietary and confidential
information relating to the business of the Company, its subsidiaries and their respective businesses, that he will be aware of only as
a consequence of his employment, and which has value to the Company because it is not generally known to the Company’s competitors
(“Confidential Information”), including but not limited to, information regarding its products, methods, formulas,
software code, patents, sources of supply, customers, customer dealings, marketing, data, know-how, trade secrets and its business plans
and financial information. Executive acknowledges that such information is of great value to the Company, is the sole property of the
Company, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Company herein,
Executive will not, at any time, during or after his employment hereunder, use, reveal, divulge, disclose or make known to any person,
any Confidential Information acquired or created by Executive during the course of his employment. Nothing in this Section 10 prohibits
Executive from using or disclosing Confidential Information, in the course and scope of his employment, to employees and/or agents of
the Company who have a need to know and/or receive such Confidential Information to perform their duties on behalf of the Company. The
provisions of this Section 10 shall survive the termination of Executive’s employment hereunder for so long as the information
at issue meets the definition of “Confidential Information.” Confidential Information shall not include: (i) information
which was in Executive’s possession or within Executive’s knowledge before the Company disclosed it to Executive; (ii) information
voluntarily disclosed to the public by the Company, except where such public disclosure is made by Executive without authorization from
the Company; (iii) information which was independently developed and disclosed by others; (iv) information which has lawfully
entered the public domain; or (v) information obtained from a third party that was not known by Executive to be bound by a confidentiality
agreement or other obligation of confidentiality to the Company or any other party with respect to such information. Additionally, Executive
may disclose Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body;
provided, however, that to the extent legally permissible Executive shall provide prompt notice of such court order or requirement
to Company so that the Company may seek, at its expense, a protective order or other appropriate remedy and Executive shall disclose such
Confidential Information only to the extent required to do so.
10
b. Executive
affirms that he will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in
providing services to the Company or its subsidiaries.
c. In
the event that Executive’s employment with the Company terminates for any reason, Executive shall deliver forthwith to the Company
any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however,
Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs,
correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation
or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes, and (iv) copies
of all plans and agreements relating to his employment, compensation, and equity grants.
d. Nothing
in this Agreement shall limit Executive’s right (i) to report possible violations of law or regulation to the Equal Employment
Opportunity Commission or any other state or local employment regulatory authorities, or to the extent that such disclosure is protected
under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes, or (ii) to
make disclosures to his attorney under protection of attorney-client privilege. In addition, and notwithstanding any provision of this
Agreement to the contrary, under 18 U.S.C. §1833(b), “An individual shall not be held criminally or civilly liable under any
Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State,
or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating
a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing
is made under seal.” Nothing in this Agreement or any other Company policy is intended to conflict with this statutory protection,
and no Company director, officer, or member of management has the authority to impose any rule to the contrary.
11
11. Non-Competition and Non-Solicitation.
a. Executive
agrees and acknowledges that the restrictions set forth herein are reasonable and necessary to protect the Company’s legitimate
business interests and do not impose undue hardship or burdens on Executive. Executive also acknowledges that the technology, software,
and related products and services developed or provided by the Company and its affiliates relating to ADA-related and other digital accessibility
compliance requirements and enhancements are or are intended to be sold, provided, licensed and/or distributed to customers and clients
primarily in and throughout the United States and the European Union (the “Territory”) and that Executive’s responsibilities
extend throughout the Territory (provided, however that to the extent the Company comes to operate, either directly or through
the engagement of a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located,
in areas other than the United States and the European Union during the Term, the definition of Territory shall be automatically expanded
to cover such other areas in which the Company did business during the Term). Executive further acknowledges and agrees that the Territory
and scope of prohibited competition with the Business (as defined below) set forth below are reasonable and necessary to maintain the
value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates
and/or its clients or customers. Executive also acknowledges and agrees that he will be receiving Confidential Information in connection
with his employment with the Company, and that the restrictions below are valid consideration for his receipt of such Confidential Information.
The provisions of this Section 11 shall survive the termination of Executive’s employment hereunder.
b. Executive
hereby agrees and covenants that he shall not, during the Term or any period of Executive’s employment with the Company thereafter,
without the prior written consent of the Company, directly or indirectly, perform executive, management, accounting or finance-related,
or supervisory services, or services that are the same as or substantially similar to those he provides to the Company pursuant to this
Agreement, for any person or entity in competition with the Company in the Business.
c. Executive
hereby agrees and covenants that he shall not during the Restricted Period (as defined below) and within the Territory, without the prior
written consent of the Company, directly or indirectly:
i. recruit,
solicit or hire, or attempt to recruit, solicit or hire any employee or independent contractor of the Company to leave the employment
(or independent contractor relationship) thereof or to start employment or engagement with another entity or individual; or
12
ii. solicit
or attempt to solicit, or help another person or entity to solicit or attempt to solicit, any customer of the Company for the purpose
of offering, selling or providing any product or service competitive with the Company’s Business to such customer.
d. For
purposes of this Agreement, (i) the “Business” of the Company means (A) the development, marketing and/or
sale and licensing of technology, software, and related products and services relating to ADA and other federal, state, and local digital
accessibility compliance requirements, and (B) such other businesses, if any, in which the Company is engaged or actively preparing
to engage during the last year of Executive’s employment; and (ii) “Restricted Period” means the Term, any
other period of Executive’s employment with the Company, and the one (1)-year period immediately following the termination of Executive’s
employment with the Company, regardless of the reason for such termination and whether caused by Executive or the Company. In the event
that any provision of this Section 11 is determined by a court of competent jurisdiction to be unenforceable, such provision shall
not render the entire Section 11 unenforceable but, to the extent possible, the court may appropriately modify this Section 11
to render such provision enforceable.
12. Inventions.
All systems, inventions, discoveries, apparatus, techniques, methods, know-how, formulae or improvements made, developed or conceived
by Executive during Executive’s employment by the Company that (a) are directly relevant to the Company’s business as
then constituted, (b) are developed as a part of the tasks and assignments that are the duties and responsibilities of Executive,
and (c) were created using substantially the Company’s resources, such as time, materials and space, shall be and continue
to remain the Company’s exclusive property, without any added compensation or any reimbursement for expenses to Executive, and upon
the conception of any and every such invention, process, discovery or improvement and without waiting to perfect or complete it, Executive
promises and agrees that Executive will immediately disclose it to the Company and to no one else and thenceforth will treat it as the
property and secret of the Company. Executive will also execute any instruments requested from time to time by the Company to vest in
it complete title and ownership to such invention, discovery or improvement and will, at the request of the Company, do such acts and
execute such instruments as the Company may require, but at the Company’s expense to obtain patents, trademarks or copyrights in
the United States and foreign countries, for such invention, discovery or improvement and for the purpose of vesting title thereto in
the Company, all without any reimbursement for expenses (except as provided in Section 6 or otherwise) and without any additional
compensation of any kind to Executive.
13
13. Non-Disparagement.
Upon a termination of Executive’s employment with the Company for any reason, Executive agrees not to disparage the Company or its
Board members, officers or other senior management employees, or say or do anything that will adversely impact the Company’s business
practices or the reputation of the Company or its Board members, officers or management employees. Notwithstanding the foregoing, this
Section 13 does not apply to Executive in (a) filing any pleading, or providing truthful oral or written testimony, in any administrative,
arbitration or judicial proceeding, (b) providing information pursuant to subpoena, court order, or similar legal process, (c) reporting
violations of any law or regulation, or otherwise providing truthful information, to any government or regulatory agencies, or in any
document required to be filed with the SEC, or (d) otherwise engaging in whistleblower activity protected by the Securities Exchange
Act of 1934, the Dodd Frank Act, or any rules or regulations issued thereunder, including, without limitation, SEC Rule 21F-17.
14. Section 409A.
The provisions of this Agreement
are intended to comply with or meet an exemption from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)
and any final regulations and guidance promulgated thereunder (“Section 409A”) and shall be construed in a manner
consistent with the requirements for avoiding taxes or penalties under Section 409A. The Company and Executive agree to work together
in good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable
to avoid imposition of any additional tax or income recognition prior to actual payment to Executive under Section 409A.
To the extent that Executive
will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (a) the right
to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible
for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or
in-kind benefits to be provided, in any other taxable year; provided that the foregoing clause (b) shall not be
violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such
expenses are subject to a limit related to the period the arrangement is in effect and (c) such payments shall be made on or before
the last day of the taxable year following the taxable year in which the expense was incurred.
A termination of employment
(not including a termination upon death) shall not be deemed to have occurred for purposes of any provision of this Agreement providing
for the payment of any amounts or benefits upon or following a termination of employment unless such termination constitutes a “Separation
from Service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement references to a
“termination,” “termination of employment” or like terms shall mean Separation from Service.
14
Each installment payable hereunder
shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii).
Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is
intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination
from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by
that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.
Notwithstanding anything to
the contrary in this Agreement, if Executive is a “specified employee” within the meaning of Section 409A, any payment
otherwise due to Executive on or within the six (6) month period following Executive’s termination will accrue during such
six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following
the date of Executive’s termination of employment, to the extent required to avoid any adverse tax consequences under Section 409A.
Any remaining payment(s) will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding
anything herein to the contrary, if Executive dies following termination but prior to the six (6) month anniversary of Executive’s
termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively
practicable after the date of Executive’s death and all other amounts will be payable in accordance with the payment schedule applicable
to each payment or benefit, to the extent and in a manner consistent with Section 409A.
15. Section 280G.
In the event it shall be determined that any payment, distribution or other action by the Company to or for the benefit of Executive,
whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (each, a “Payment”)
would be subject to an excise tax imposed by Section 4999 of the Code (such excise tax referred to as the “Excise Tax”),
the Company shall either (a) make a payment to Executive of all amounts due without any adjustment, or (b) reduce whatever payments
are deemed to be contingent on a transaction that constitutes either a “change in the ownership or effective control” of the
Company, a “change in the ownership of a substantial portion of the assets” of the Company (as such phrases are used for purposes
of Code Section 280G), to the extent necessary that no payments or benefits provided to Executive are subject to the Excise Tax,
whichever approach results in a better economic result for Executive net of all taxes, including the Excise Tax, as determined by the
Company in its discretion. The reduction in payments or benefits provided to Executive under approach (b) shall be applied in a manner
that the Company determines to be the most appropriate, taking into account possible tax implications of Code Section 409A, and that
avoids any unnecessary losses to Executive that may occur in the case of a reduction achieved by reducing the extent to which equity is
vested on an accelerated basis.
15
16. Miscellaneous.
a. Executive
acknowledges that the services to be rendered by him under the provisions of this Agreement are of a special, unique, and extraordinary
character and that it would be difficult or impossible to replace such services. Furthermore, the parties acknowledge that monetary damages
alone would not be an adequate remedy for any breach by Executive of Section 10 or Section 11 of this Agreement. Accordingly,
Executive agrees that any breach by Executive of Section 10 or Section 11 of this Agreement shall entitle the Company, in addition
to all other legal remedies available to it, to apply to any court of competent jurisdiction to seek to enjoin such breach. The parties
understand and intend that each restriction agreed to by Executive hereinabove shall be construed as separable and divisible from every
other restriction, that the unenforceability of any restriction shall not limit the enforceability, in whole or in part, of any other
restriction, and that one or more or all of such restrictions may be enforced in whole or in part as the circumstances warrant. In the
event that any restriction in this Agreement is more restrictive than permitted by law in the jurisdiction in which the Company seeks
enforcement thereof, such restriction shall be limited to the extent permitted by law. The remedy of injunctive relief herein set forth
shall be in addition to, and not in lieu of, any other rights or remedies that the Company may have at law or in equity.
b. Neither
Executive nor the Company may assign or delegate any of their rights or duties under this Agreement without the express written consent
of the other; provided, however, that the Company may assign this Agreement to any affiliate or as part of any
merger or sale of assets or equity.
c. The
Company (i) shall indemnify and hold harmless Executive and his heirs and representatives as, and to the extent, provided in the
Company’s bylaws and (ii) shall cover Executive under the Company’s directors’ and officers’ liability insurance
on the same basis as it covers other current or former (as applicable at the relevant time) senior executive officers and directors of
the Company.
d. This
Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to Executive’s
employment by the Company (it being understood that the Plan and RSU award agreements shall apply to RSUs and PSUs that may be awarded
pursuant to Section 4(c)), supersedes all prior understandings and agreements, whether oral or written, between Executive and the
Company, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged. The invalidity
or partial invalidity of one or more provisions of this Agreement shall not invalidate any other provision of this Agreement. No waiver
by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same time or any prior or subsequent time.
e. This
Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors,
heirs, beneficiaries and permitted assigns. Upon any assignment by the Company, the references herein to the Company shall be deemed to
include the assignee.
16
f. The
headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation
of this Agreement.
g. All
notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed
to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or
by reputable national overnight delivery service (e.g., Federal Express) for overnight delivery to the Company at its principal
executive office or to Executive at his address of record in the Company’s records, or to such other address as either party may
hereafter give the other party notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the
date actually received or the third business day after deposited in the mail or one business day after deposited with an overnight delivery
service for overnight delivery.
h. This
Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota without reference to principles
of conflicts of laws.
i. This
Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but which together shall
constitute one of the same instrument. The parties hereto have executed this Agreement as of the date set forth above.
j. Executive
represents and warrants to the Company that he has the full power and authority to enter into this Agreement and to fully perform his
obligations hereunder and that the execution and delivery of this Agreement and the performance of all of his obligations under this Agreement
will not conflict with any agreement to which Executive is a party. The parties agree that Executive’s breach of this Section 16(j) shall
constitute a material breach of this Agreement as described in Section 8(c)(i) herein.
k. The
Company represents and warrants to Executive that it has the full power and authority to enter into this Agreement and to perform its
obligations hereunder and that the execution and delivery of this Agreement and the performance of its obligations hereunder will not
conflict with any agreement to which the Company is a party.
l. The
Company shall deduct and withhold, from all payments made pursuant to this Agreement, including but not limited to the Base Salary, all
applicable taxes, including income tax, FICA and FUTA, and other deductions and withholdings required by law.
m. Executive
and Company acknowledge that Executive will not be appointed as “principal financial officer” or “principal accounting
officer” as defined under the rules promulgated under the Exchange Act of 1934 until such time as both parties deem appropriate.
[Remainder of page intentionally
left blank; signature page follows.]
17
IN WITNESS WHEREOF, Executive
and the Company have caused this Executive Employment Agreement to be executed as of the date first above written.
THE COMPANY
EXECUTIVE
/s/ Kelly Georgevich
/s/ Matthew Domeyer
By: Kelly Georgevich, CEO
Matthew Domeyer
18
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2618225d1_ex99-1.htm · Sequence: 3
Exhibit 99.1
AudioEye Strengthens Leadership Team with Appointment
of Matthew Domeyer as Chief Financial Officer
TUCSON, Ariz. — June 18, 2026 — AudioEye, Inc.
(Nasdaq: AEYE) (“AudioEye” or the “Company”), an industry-leading digital accessibility company, today announced
the appointment of Matthew Domeyer as Chief Financial Officer, effective July 20, 2026.
"We are thrilled to welcome
Matt to the AudioEye team," said Kelly Georgevich, Chief Executive Officer of AudioEye. "Matt brings deep expertise across financial
operations, SEC reporting, and strategic planning, along with a track record of producing results in public company environments. I look
forward to partnering with him as we continue to scale and execute on our growth objectives."
Mr. Domeyer will join AudioEye
as the Company continues to build on 41 consecutive quarters of sequential revenue growth, $41.2 million of Annual Recurring Revenue,
and continues to build on its track record of operating margin and cash flow improvement.
"I am excited to join AudioEye
at such a pivotal time for the Company," said Matthew Domeyer. "AudioEye has established a clear leadership position in digital
accessibility. The regulatory and market tailwinds, along with AI initiatives underway, make this an extraordinary time to join the Company.
I look forward to working closely with Kelly and the leadership team to build on that foundation as we move into the next phase of growth."
Drawing on nearly 20 years of
finance experience, Mr. Domeyer most recently served as Corporate Controller of Flexsteel Industries, Inc. (Nasdaq: FLXS), a
publicly traded residential furniture manufacturer, where he played a key role in managing the company’s financial operations. Prior
to that, he held senior finance leadership roles at Upsher-Smith Laboratories, Inc., partnering with business leaders to drive operational
efficiency and financial performance. Earlier in his career, he spent eight years at PricewaterhouseCoopers, providing audit and advisory
services to private equity-backed, family-owned, and publicly traded multinational organizations across a range of industries.
About AudioEye
AudioEye
exists to ensure the digital future we build is accessible. The gold standard for
digital accessibility, AudioEye's comprehensive solution combines industry-leading AI automation technology with expert fixes informed
by the disability community. This powerful combination delivers industry-leading protection, ensuring businesses of all sizes - including
over 127,000 customers such as Samsung, Lands’ End, and Samsonite - meet and exceed compliance
standards. With 25 US patents, AudioEye's solution includes 24/7 accessibility monitoring, automated WCAG
issue testing and fixes, expert testing, developer tools, and legal protection, empowering organizations to confidently create accessible
digital experiences for all.
Forward-Looking Statements
All statements in this press
release about AudioEye's expectations, beliefs, plans, objectives, prospects, assumptions or future events or performance are not historical
facts and are "forward-looking statements" as that term is defined under the federal securities laws. Forward-looking statements
are often, but not always, made through the use of words or phrases such as "believe", "anticipate", "should",
"confident", "intend", "plan", "will", "expects", "estimates", "projects",
“continue”, "positioned", "strategy", "outlook" and similar words. These statements are subject
to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied
in such forward-looking statements, including the variability of AudioEye's revenue and financial performance; sales channels and offerings;
the Company's ability to attract and retain key personnel; product development and technological changes; the acceptance of AudioEye's
products in the marketplace; the effectiveness of our integration efforts; competition; inherent uncertainties and costs associated with
litigation; and general economic conditions. These and other risks are described more fully in AudioEye's filings with the Securities
and Exchange Commission. There may be events in the future that AudioEye is not able to predict accurately or over which AudioEye has
no control. Forward-looking statements reflect management's view as of the date of this press release, and AudioEye urges you not to place
undue reliance on these forward-looking statements. AudioEye does not undertake any obligation to update such forward-looking statements
to reflect events or uncertainties after the date hereof.
Media Contact
Sierra Thomas
sierra.thomas@audioeye.com
Investor Contact
Tom Colton
Gateway Group, Inc.
AEYE@gateway-grp.com
949-574-3860
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Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
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Data Type:
xbrli:booleanItemType
Balance Type:
na
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X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
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Data Type:
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Balance Type:
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X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
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Data Type:
xbrli:normalizedStringItemType
Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
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dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
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Data Type:
xbrli:booleanItemType
Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
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dei_PreCommencementTenderOffer
Namespace Prefix:
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Data Type:
xbrli:booleanItemType
Balance Type:
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Period Type:
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X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
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dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
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Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
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