| FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act
of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person
*
| C/O AUDIOEYE,INC. |
| 5210 E. WILLIAMS CIRCLE, SUITE 750 |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
06/21/2021
|
3. Issuer Name
and
Ticker or Trading Symbol
AUDIOEYE INC
[
AEYE
]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chief Financial Officer |
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check
Applicable Line)
| X |
Form filed by One Reporting Person |
|
Form filed by More than One Reporting
Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
| Remarks: |
| No securities beneficially owned. Exhibit List: Exhibit 24 - Power of Attorney |
|
/s/ James Spolar, Attorney-in-Fact |
06/23/2021 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EXHIBIT 24
POWER OF ATTORNEY
I, Kelly Georgevich, hereby authorize and designate each of James Spolar,
Matt Kuhn, Christine G. Long, Amra Hoso and RoxAnn D. Mack, signing singly, as
my true and lawful attorney-in-fact to:
(1) prepare and execute for and on my behalf, in my capacity as
an officer and/or director of AudioEye, Inc. (the "Company"), a Form ID and
Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934 (the "Exchange Act") and the rules and regulations promulgated
thereunder and other forms or reports on my behalf as may be required to be
filed in connection with my ownership, acquisition, or disposition of
securities of the Company, including Form 144;
(2) do and perform any and all acts for and on my behalf that may
be necessary or desirable to complete and execute any such Form ID, Form 3, 4
or 5 or Form 144, and any amendments to any of the foregoing, and timely file
any such form with the Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be to my
benefit, in my best interest, or legally required of me, it being understood
that the statements executed by such attorney-in-fact on my behalf pursuant to
this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
I hereby further grant to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as I might or could do if
personally present, with full power of substitution or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. I hereby acknowledge that the foregoing attorneys-in-fact, in serving
in such capacity at my request, are not assuming, nor is the Company assuming,
any of my responsibilities to comply with Section 16 of the Exchange Act or
Rule 144 under the Securities Act of 1933, as amended (the "Securities Act").
This Power of Attorney shall remain in full force and effect until I am
no longer required to file Form ID or Forms 3, 4 and 5 or Form 144 with respect
to my holdings of and transactions in securities issued by the Company, unless
earlier revoked by me in a signed writing delivered to the foregoing
attorneys-in-fact. Notwithstanding the foregoing, if any such attorney-in-fact
hereafter ceases to be at least one of the following: (i) an employee of the
Company, (ii) a partner of Faegre Drinker Biddle & Reath LLP or (iii) an
employee of Faegre Baker Drinker Biddle & Reath LLP, then this Power of
Attorney shall be automatically revoked solely as to such individual,
immediately upon such cessation, without any further action on my part.
I hereby revoke all previous Powers of Attorney that have been granted by
me in connection with my reporting obligations, if any, under Section 16 of the
Exchange Act and Rule 144 under the Securities Act with respect to my holdings
of and transactions in securities issued by the Company.
IN WITNESS WHEREOF, I have caused this Power of Attorney to be duly
executed as of this 21st day of June, 2021.
/s/ Kelly Georgevich
Kelly Georgevich
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