SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Sero Capital LLC

(Last)

(First)

(Middle)

119 WASHINGTON AVE., SUITE 403

(Street)

MIAMI BEACH

33139

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/14/2019		X⁽⁴⁾		590,000	A	$1.63⁽¹⁾⁽²⁾	2,246,740	I	Through Sero Capital LLC⁽³⁾
Common Stock	08/14/2019		X⁽⁴⁾		295,000	A	$1.63⁽¹⁾⁽²⁾	2,541,740	I	Through Sero Capital LLC⁽³⁾
Common Stock	08/14/2019		X⁽⁴⁾		42,858	A	$4.07⁽¹⁾⁽²⁾	2,584,598	I	Through Sero Capital LLC⁽³⁾
Common Stock								155,169	D⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$2.5	08/14/2019		J⁽¹⁾⁽²⁾			590,000	11/06/2015	11/06/2020	Common Stock	590,000	⁽¹⁾⁽²⁾	0	I	Through Sero Capital LLC⁽³⁾
Warrant (right to buy)	$1.63⁽¹⁾⁽²⁾	08/14/2019		J⁽¹⁾⁽²⁾		590,000		11/14/2019	11/06/2020	Common Stock	590,000	⁽¹⁾⁽²⁾	590,000	I	Through Sero Capital LLC⁽³⁾
Warrant (right to buy)	$2.5	08/14/2019		J⁽¹⁾⁽²⁾			295,000	11/17/2017	11/17/2022	Common Stock	295,000	⁽¹⁾⁽²⁾	0	I	Through Sero Capital LLC⁽³⁾
Warrant (right to buy)	$1.63⁽¹⁾⁽²⁾	08/14/2019		J⁽¹⁾⁽²⁾		295,000		11/14/2019	11/17/2022	Common Stock	295,000	⁽¹⁾⁽²⁾	295,000	I	Through Sero Capital LLC⁽³⁾
Warrant (right to buy)	$6.25	08/14/2019		J⁽¹⁾⁽²⁾			42,858	08/23/2018	09/29/2022	Common Stock	42,858	⁽¹⁾⁽²⁾	0	I	Through Sero Capital LLC⁽³⁾
Warrant (right to buy)	$4.07⁽¹⁾⁽²⁾	08/14/2019		J⁽¹⁾⁽²⁾		42,858		11/14/2019	09/29/2022	Common Stock	42,858	⁽¹⁾⁽²⁾	42,858	I	Through Sero Capital LLC⁽³⁾
Warrant (right to buy)	$1.63⁽¹⁾⁽²⁾	08/14/2019		X⁽⁴⁾			590,000	11/14/2019	11/06/2020	Common Stock	590,000	$0.00	0	I	Through Sero Capital LLC⁽³⁾
Warrant (right to buy)	$1.63⁽¹⁾⁽²⁾	08/14/2019		X⁽⁴⁾			295,000	11/14/2019	11/17/2022	Common Stock	295,000	$0.00	0	I	Through Sero Capital LLC⁽³⁾
Warrant (right to buy)	$4.07⁽¹⁾⁽²⁾	08/14/2019		X⁽⁴⁾			42,858	11/14/2019	09/29/2022	Common Stock	42,858	$0.00	0	I	Through Sero Capital LLC⁽³⁾
Warrant (right to buy)	$6	08/14/2019		P⁽⁶⁾⁽⁷⁾		146,667		11/14/2019	08/14/2020	Common Stock	146,667	⁽⁶⁾⁽⁷⁾	146,667	I	Through Sero Capital LLC⁽³⁾

1. Name and Address of Reporting Person^*

Sero Capital LLC

(Last)

(First)

(Middle)

119 WASHINGTON AVE., SUITE 403

(Street)

MIAMI BEACH

33139

(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)

119 WASHINGTON AVE, SUITE 403

(Street)

MIAMI BEACH

33139

(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. On August 14, 2019, Sero Capital LLC ("Sero Capital") entered into Omnibus Amendments to Common Stock Warrants (the "Amendments") with AudioEye, Inc. (the "Issuer") pursuant to which the exercise prices for several warrants to purchase common stock of the Issuer held by Sero Capital were adjusted. Pursuant to the Amendments, the exercise price for warrants to purchase 590,000 shares of the Issuer's common stock with an expiration date of November 6, 2020 was adjusted to a price of $1.63 per share, if the warrants were exercised on or before August 16, 2019, provided the warrants were exercised in full and the exercise price would be paid in cash, or $2.50, if the warrants were exercised after August 16, 2019.

2. (continued from footnote 1) In addition, pursuant to the Amendments, the exercise price of warrants to purchase 295,000 shares of the Issuer's common stock with an expiration date of November 17, 2022 was adjusted to a price of $1.63 per share, if the warrants were exercised on or before August 16, 2019, provided the warrants were exercised in full and the exercise price would be paid in cash, or $2.50, if the warrants were exercised after August 16, 2019. Further, pursuant to the Amendments, the exercise price of warrants to purchase 42,858 shares of the Issuer's common stock with an expiration date of September 29, 2022 was adjusted to a price of $4.07 per share, if the warrants were exercised on or before August 16, 2019, provided the warrants were exercised in full and the exercise price would be paid in cash, or $6.25, if the warrants were exercised after August 16, 2019.

3. Securities of the Issuer held directly by Sero Capital. David Moradi is the Managing Partner of Sero Capital and may be deemed to direct all voting and investment decisions made by Sero Capital.

4. On August 14, 2019, Sero Capital exercised in full all of the warrants the exercise prices of which were adjusted pursuant to the Amendments.

5. Securities of the Issuer held directly by David Moradi.

6. On August 14, 2019, Sero Capital entered into a Loan Agreement (the "Loan Agreement") with the Issuer pursuant to which Sero Capital agreed to make advances to the Issuer in an amount up to $2,000,000 in the aggregate during a one-year term at an interest rate of 10% per annum. Interest payments on advances made under the Loan Agreement may be paid by the Issuer in either cash or in Issuer common stock, at the Issuer's option. In the event that the Issuer shall elect to make a payment of interest in the form of Issuer common stock, the number of shares issued by the Issuer with respect to each payment of interest shall be equal to the dollar amount of the applicable interest payment divided by the lesser of (x) $6.07, or (y) the volume weighted average trading price of the common stock for the five trading days immediately preceding the interest payment date.

7. (continued from footnote 6) As consideration for entering into the Loan Agreement, on August 14, 2019, the Issuer issued to Sero Capital warrants to purchase 146,667 shares of Issuer common stock at an exercise price of $6.00 per share. Such warrants may be exercised for cash or on a cashless basis, provided that if the fair market value on the expiration date exceeds the exercise price on the expiration date, then the warrants will be deemed to have been exercised in full (to the extent not previously exercised) on a cashless basis on the expiration date. The number of shares purchasable upon the exercise of the warrants and the exercise price are subject to certain antidilution adjustments described in the warrants.

Remarks:

	SERO CAPITAL LLC, Name: /s/ David Moradi, Title: Managing Partner	08/16/2019
	/s/ David Moradi	08/16/2019
	** Signature of Reporting Person	Date
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