UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01 | Entry into a Material Definitive Agreement. |
On September 18, 2026, AudioEye, Inc. (the “Company”) entered into a Fourth Loan Modification Agreement (the “Fourth Amendment”) to the Loan and Security Agreement, dated as of March 31, 2025, by and among the Company and Western Alliance Bank (the “Bank”) (as amended by that certain Consent and First Loan Modification Agreement dated as of May 22, 2025, that certain Second Loan Modification Agreement dated as of August 13, 2025, and that certain Consent and Third Loan Modification Agreement dated as of January 12, 2026, the “Loan Agreement”).
The Fourth Amendment modifies the definitions of “Adjusted EBIDA” and “Adjusted EBITDA” in the Loan Agreement to permit the Company, in addition to the existing adjustments set forth in the Loan Agreement, to add back litigation expenses that, in the good faith determination of the Company, are not part of its ongoing operations and are reasonably acceptable to the Bank, in the calculation of those amounts, up to $5.0 million on a trailing twelve-month basis through and including December 31, 2026, and up to $3.0 million on a trailing twelve-month basis commencing as of January 1, 2027, through and including December 31, 2027.
In addition, the Fourth Amendment amends the definition of “Permitted Stock Buyback Amount” to replace annual dollar limits for each of fiscal years 2025, 2026, and 2027, which totaled $7.0 million, with an amount not to exceed $7.0 million in the aggregate for fiscal years 2025, 2026, and 2027. The definition maintains an annual limit of $2.0 million for fiscal year 2028 and each fiscal year thereafter.
The foregoing description of the Fourth Amendment is a summary only and is qualified in its entirety by reference to such document, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet of a Registrant.
The disclosure required by this Item is included in Item 1.01, which is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit | | Description |
10.1 | ||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
September 18, 2026 | AudioEye, Inc. | |
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| By | /s/ Kelly Georgevich |
| Name: Kelly Georgevich | |
| Title: Chief Executive Officer | |