| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 5
)*
|
AUDIOEYE INC (Name of Issuer) |
Common Stock, par value $0.00001 per share (Title of Class of Securities) |
050734201 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 050734201 |
| 1 | Names of Reporting Persons Sero Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,864,290.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 15.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 050734201 |
| 1 | Names of Reporting Persons David Moradi | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 2,576,996.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 20.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: AUDIOEYE INC | |
| (b) | Address of issuer's principal executive
offices: 5210 East Williams Circle, Suite 750, Tucson, Arizona, 85711 | |
| Item 2. | ||
| (a) | Name of person filing: Sero Capital LLC
David Moradi
The filing persons named above are collectively referred to herein as the "Reporting Persons." | |
| (b) | Address or principal business office or, if
none, residence: Sero Capital LLC
119 Washington Avenue, Suite 403
Miami Beach, FL 33139
David Moradi
119 Washington Avenue, Suite 403
Miami Beach, FL 33139 | |
| (c) | Citizenship: Sero Capital LLC - Delaware
David Moradi - United States of America | |
| (d) | Title of class of securities: Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.: 050734201 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Sero Capital LLC - 1,864,290
David Moradi - 2,576,996 | |
| (b) | Percent of class: Sero Capital LLC -15.3%
David Moradi - 20.9%
Such percentages are based on 12,178,130 shares of common stock, par value $0.00001 per share (the "Common Stock"), of AudioEye, Inc. (the "Issuer") outstanding as of October 31, 2024, as reported on the Issuer's prospectus supplement on Form 424(b)(7) filed with the U.S. Securities and Exchange Commission on December 5, 2024, and for Mr. Moradi, 12,178,130 shares of the Issuer's Common Stock, plus 37,242 shares of the Issuer's Common Stock issued to Mr. Moradi after such date to settle performance stock units, plus 111,706 of new shares of the Issuer's Common Stock issuable within 60 days due to derivative securities held by Mr. Moradi. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Sero Capital LLC - 0
David Moradi - 2,576,996 | ||
| (ii) Shared power to vote or to direct the
vote: Sero Capital LLC - 1,864,290
David Moradi - 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Sero Capital LLC - 0
David Moradi - 2,576,996 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Sero Capital LLC -15.3%
David Moradi -20.9%
Such percentages are based on 12,178,130 shares of common stock, par value $0.00001 per share (the "Common Stock"), of AudioEye, Inc. (the "Issuer") outstanding as of October 31, 2024, as reported on the Issuer's prospectus supplement on Form 424(b)(7) filed with the U.S. Securities and Exchange Commission on December 5, 2024, and for Mr. Moradi, 12,178,130 shares of the Issuer's Common Stock, plus 37,242 shares of the Issuer's Common Stock issued to Mr. Moradi after such date to settle performance stock units, plus 111,706 of new shares of the Issuer's Common Stock issuable within 60 days due to derivative securities held by Mr. Moradi. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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