SEC FORM 3

SEC Form 3

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

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1. Name and Address of Reporting Person^*

Sero Capital LLC

(Last)

(First)

(Middle)

1333 2ND STREET, 3RD FLOOR

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/04/2018

3. Issuer Name and Ticker or Trading Symbol
AUDIOEYE INC [ AEYE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Common Stock	155,169	D⁽¹⁾
Common Stock	1,656,740	I	Through Sero Capital LLC⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	D⁽¹⁾
Warrants (right to buy)	01/30/2014	01/15/2020	Common Stock	57,334	$10	D⁽¹⁾
Warrants (right to buy)	01/15/2015	01/15/2020	Common Stock	56,250	$15	D⁽¹⁾
Warrants (right to buy)	04/19/2016	04/19/2021	Common Stock	4,000	$6.25	D⁽¹⁾
Warrants (right to buy)	11/06/2015	11/06/2020	Common Stock	590,000	$2.5	I	Through Sero Capital LLC⁽²⁾
Warrants (right to buy)	11/17/2017	11/17/2022	Common Stock	295,000	$2.5	I	Through Sero Capital LLC⁽²⁾
Warrants (right to buy)	08/23/2018	09/29/2022	Common Stock	42,858	$6.25	I	Through Sero Capital LLC⁽²⁾

1. Name and Address of Reporting Person^*

Sero Capital LLC

(Last)

(First)

(Middle)

1333 2ND STREET, 3RD FLOOR

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Moradi David

(Last)

(First)

(Middle)

1333 2ND STREET, 3RD FLOOR

(Street)

SANTA MONICA

90401

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Securities of AudioEye, Inc. (the "Issuer") held directly by David Moradi.

2. Securities of the Issuer held directly by Sero Capital LLC ("Sero Capital"). David Moradi is the Sole Member of Sero Capital and may be deemed to direct all voting and investment decisions made by Sero Capital.

3. The shares of Series A Convertible Preferred Stock of the Issuer ("Series A Preferred Stock") were immediately convertible upon issuance and do not expire.

4. Each share of Series A Preferred Stock shall be convertible, at any time and from time to time into that number of shares of the Issuer's common stock determined by dividing $10 (the "Stated Value") plus any accrued dividends with respect to such share by the Conversion Price of $4.385, subject to adjustment as described in the Certificate of Designations for the Series A Preferred Stock (the "Series A COD"). Holders of shares of Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Issuer, cumulative dividends at the annual rate of 5% of the Stated Value per share of Series A Preferred Stock. Such dividends shall accrue on each such share commencing on the date of issue, and shall accrue from day to day, whether or not earned or declared.

5. (Continued from Footnote 4) Subject to the terms of the Series A COD, at any time the Issuer shall be entitled to redeem any or all of the outstanding shares of Series A Preferred Stock at a per share price equal to 125% of the Stated Value plus accumulated dividends, payable in cash.

Remarks:

	SERO CAPITAL LLC, /s/ David Moradi, Sole Member	09/04/2018
	DAVID MORADI, /s/ David Moradi	09/04/2018
	** 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 5 (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).
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