UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): November 15, 2016
AUDIOEYE, INC.
| DELAWARE | 333-177463 | 20-2939845 |
| (State or 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)
(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 (See General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
On November 15, 2016, AudioEye, Inc. issued a press release reporting results of operations for Q3 2016. A copy of the press release is furnished herewith as Exhibit 99.1.
AudioEye key business results include unaudited cash contract sales bookings for the months of December 2015 through September of 2016 to be $1,365,644 including several household brands across a variety of industries. The pipeline of companies with proposals has continued to expand and is currently approximately $4,264,200. A similar pipeline report was approximately $3,196,700 at the end of June, 2016. This pipeline should be viewed in the context of our limited operating history which does not yet provide us enough information or evidence to reliably estimate conversion rates from a prospect customer to a customer signed contract.
Non-GAAP Financial Measures
AudioEye has provided in this release information related to bookings that has not been prepared in accordance with GAAP. AudioEye uses this non-GAAP financial measure internally in analyzing its financial results and believes it is useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance.
Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Our use of non-GAAP financial measures may not be consistent with the presentations by similar companies in our industry.
Bookings are comprised of the total value of new customer contracts closed during a specified period, including license, maintenance, services, term license and subscription renewals, that we believe to be firm commitments to provide our software solutions and related services. Bookings by their nature are significantly based on estimates and judgments that we make regarding total contract values, and our bookings growth projections are not meant as a substitute measure for revenue in accordance with GAAP. We believe our annual bookings growth projection is useful to investors as an additional means to reflect our annual business performance.
These non-GAAP estimates are not measurements of financial performance prepared in accordance with GAAP, and we are unable to reconcile these forward-looking non-GAAP financial measures to their directly comparable GAAP financial measures because the information described above which is needed to complete a reconciliation is unavailable at this time without unreasonable effort.
Item 8.01 Other Events
On November 15, 2016, the AudioEye, Inc. issued a press release with respect to a conference call discussing Q3 2016 results. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01 Exhibits
Exhibit 99.1 Press Release dated November 15, 2016.
The information furnished in this Current Report under Item 2.02, Item 8.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities of Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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.
| Date: November 15, 2016 | AUDIOEYE, INC. |
| | |
| | By: | /s/ TODD BANKOFIER |
| | | Todd Bankofier, Chief Executive Officer
|
Index to Exhibits
| Exhibit No. | | Description |
| | | |
| 99.1 | | Press Release dated November 15, 2016. |
| | | |
