AudioEye, Inc. Files Amendment No. 1 to 2025 10-K: What Investors Need to Know

Key Developments

• Filing of Amendment No. 1 to Form 10-K: AudioEye, Inc. has filed an amended annual report (Form 10-K/A, Amendment No. 1) for the fiscal year ended December 31, 2025. This amendment includes information previously omitted in reliance on General Instruction G(3) to Form 10-K because the company’s definitive proxy statement was not filed within 120 days after the fiscal year-end.
• Restated Items: Items 10, 11, 12, 13, and 14 of Part III, and Item 15 of Part IV, have been amended and restated in their entirety. Certain exhibits have also been updated. The amendment specifically removes references to incorporating the company’s proxy statement by reference.
• No Financial Update or Restatements: There are no changes to the financial statements or other disclosures outside the items noted above. The amendment does not reflect any events occurring after the original filing date of the 10-K, nor does it update any financial data or performance outlook.

Governance, Executive Compensation, and Shareholder Matters

• Company Profile: AudioEye, Inc. is listed on the Nasdaq Capital Market under the ticker AEYE. As of February 28, 2026, there were 12,495,980 shares of common stock outstanding. The public float as of June 30, 2025, was approximately \$110.5 million.
• Compliance: AudioEye is not a well-known seasoned issuer, is a non-accelerated filer, and qualifies as a smaller reporting company. The company is not an emerging growth company and is not a shell company.
• Corporate Governance: The amendment provides detailed disclosures on AudioEye’s board structure, corporate governance policies, and the roles and responsibilities of its committees, including the Audit Committee, which oversees financial reporting, risk management, and compliance with the Code of Business Conduct and Ethics.
• Executive Compensation: The company’s pay philosophy emphasizes attracting and retaining high-performing leaders and aligning management’s interests with those of shareholders. Compensation is performance-based and includes both short- and long-term incentives. The company prohibits hedging transactions by insiders and has adopted an insider trading policy.
• Outstanding Equity Awards: The report details significant equity-based compensation for executives, including performance RSUs and PSUs tied to specific revenue and share price targets (e.g., 55,000 shares vesting if monthly recurring revenue is ≥ \$3 million for two consecutive months; 50,000 shares vesting if revenue is ≥ \$5 million for two consecutive months; 50,000 shares vesting if VWAP is ≥ \$100 over 20 trading days).
• Ownership Structure: As of April 16, 2026, there were 12,437,547 shares outstanding. The report provides a detailed table of beneficial ownership by management and principal shareholders, with no 5%+ beneficial owners other than directors/executive officers.
• Related Party Transactions: The Audit Committee reviewed all related party transactions and found no transactions requiring disclosure. All directors and executives are required to disclose potential related party transactions annually.
• Auditor Fees: Audit fees for MaloneBailey, LLP, the company’s independent registered public accounting firm, were \$333,720 in 2024 and \$408,612 in 2025. There were no audit-related, tax, or other fees reported.

Potentially Price-Sensitive Information

• No Financial Restatements or Material Corrections: The amendment does not contain any corrections to previously issued financial statements, nor does it update or amend any financial or operational information. As such, there is no new information that would materially affect the company’s valuation or outlook in the short term.
• Executive Compensation Structure: The detailed disclosure of executive equity compensation tied to aggressive revenue and share price targets could be of interest to investors, as it emphasizes management’s alignment with shareholder value creation. However, achievement of these targets and actual vesting of equity remains subject to future performance.
• Corporate Governance Transparency: The company’s clear disclosure of its governance policies, committee responsibilities, and compliance with regulatory requirements signals a commitment to transparency and sound governance, which may be viewed positively by institutional investors.
• No Related Party Concerns: The absence of related party transactions and the annual review process may help mitigate governance risk concerns for investors.

Summary and Investor Takeaways

The filing of Amendment No. 1 to AudioEye’s 2025 10-K is primarily a procedural update to provide additional governance, compensation, and ownership disclosures that were previously omitted. There are no changes to the company’s financial statements, no restatements, and no corrections or new forward-looking statements. Investors should note the focus on performance-based executive compensation and the company’s ongoing commitment to robust governance and compliance. However, there is no new material information in this amendment that would be expected to move the share price in the near term.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with their financial advisors before making investment decisions.

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