Form 8-K

8-K — AUDIOEYE INC

Accession: 0001104659-26-117191

Filed: 2026-10-20

Period: 2026-10-20

CIK: 0001362190

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2627892d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2627892d1_ex99-1.htm)

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0001362190

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): October 20, 2026

AUDIOEYE, INC.

(Exact name of registrant as specified in

charter)

Delaware

001-38640

20-2939845

State of Other Jurisdiction of

Incorporation

Commission File Number

IRS Employer Identification No.

5210 E. Williams Circle, Suite 750

Tucson, Arizona 85711

(Address of principal executive offices / Zip Code)

(866) 331-5324

(Registrant’s

telephone number, including area code)

Check the appropriate box below if the Form

8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act.

Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.00001 per share

AEYE

The Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure.

October 20, 2026, AudioEye, Inc. (the “Company”) issued a press release related to the matters described in Item

8.01 below. A copy of the press release is attached hereto as Exhibit 99.1.

The

information set forth in this Item 7.01 and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of such section nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as

amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth

by specific reference in such filing.

Item 8.01 Other Information.

On October 20, 2026, the Company

announced that the Board of Directors of the Company has approved a new program to repurchase up to $15.0 million of its outstanding

shares of common stock, par value $0.00001 per share, expiring on October 18, 2027. This program replaces the share repurchase program

that the Board of Directors had approved in January 2025 and was scheduled to expire on January 24, 2027, which program the Board of Directors

terminated in connection with the approval of the new program.

The

Company intends to fund the new stock repurchase program with working capital and cash from operations. Repurchases under the program

may be made from time to time in open market purchases, in block transactions, as privately negotiated transactions, through accelerated

stock repurchase programs, through Rule 10b5-1 repurchase plans or otherwise, subject to applicable laws, regulations and contractual

provisions. The program may be amended, suspended, or discontinued at any time and does not commit the Company to repurchase any shares

of its common stock.

Item 9.01 Financial Statements and Exhibits.

(d)        Exhibits:

Exhibit

Number

Description

99.1

Press release, dated October 20, 2026

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.

October 20, 2026

AudioEye, Inc.

(Registrant)

/s/ Kelly Georgevich

Name:

Kelly Georgevich

Title:

Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2627892d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

AudioEye

Announces $15 million Stock Repurchase Program

TUCSON, Ariz.

– October 20, 2026 – AudioEye, Inc. (Nasdaq:

AEYE) (“AudioEye” or the “Company”), an industry-leading digital accessibility company, today announced that

its Board of Directors (the “Board”) has authorized the repurchase of up to $15 million of the Company’s outstanding

shares of common stock expiring on October 18, 2027. The Company intends to fund the stock repurchase program with working capital

and cash from operations. The new program replaces the share repurchase authorization that was originally scheduled to expire

on January 24, 2027, which prior authorization was terminated in connection with the new authorization.

“We expect to generate meaningful cash over the next year as

operating leverage continues to increase. We believe that share repurchases are one of the highest-impact ways to deliver value to stockholders.

We are excited to report results next week and to discuss the third quarter and outlook for the fourth quarter,” said Kelly Georgevich,

CEO of AudioEye.

The Company may repurchase

stock from time to time in open market transactions or through privately negotiated transactions in accordance with applicable requirements.

The timing and amounts of any purchases under the stock repurchase program will be based on market conditions and other factors, including

price. The stock repurchase program may be suspended or discontinued at any time and does not obligate the Company to repurchase any dollar

amount or particular number of shares of stock.

About AudioEye

AudioEye exists to ensure the

digital future we build is accessible for people with disabilities and AI agents. AudioEye's comprehensive solution for over 129,000

customers combines industry-leading AI automation technology with expert fixes informed by the disability community. This powerful combination

delivers industry-leading protection against lawsuits and readiness for AI agents. With 25 US patents, AudioEye's solution includes 24/7

accessibility monitoring, automated WCAG issue testing and fixes, expert testing, developer tools, and legal protection, empowering organizations

to confidently create accessible digital experiences for all.

Forward-Looking Statements

All statements in this

press release about AudioEye's expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events

or performance are not historical facts and are "forward-looking statements" as that term is defined under the federal securities

laws. Forward-looking statements are often, but not always, made through the use of words or phrases such as "believe", "anticipate",

"should", "confident", "intend", "plan", "will", "expects", "estimates",

"projects", "positioned", "strategy", "outlook" and similar words. You should read the statements

that contain these types of words carefully. Such forward-looking statements contained herein include, but are not limited to, statements

regarding the source of funds to be used to repurchase any shares under the program, future cash flows and cash generation of the Company,

and future operating leverage of the Company. These statements are subject to a number of risks, uncertainties and other factors that

could cause actual results to differ materially from what is expressed or implied in such forward-looking statements, including the variability

of AudioEye's revenue and financial performance; sales channels and offerings; product development and technological changes; the acceptance

of AudioEye's products in the marketplace; the effectiveness of our integration efforts; competition; inherent uncertainties and costs

associated with litigation; and general economic conditions. These and other risks are described more fully in AudioEye's filings with

the Securities and Exchange Commission. There may be events in the future that AudioEye is not able to predict accurately or over which

AudioEye has no control. Forward-looking statements reflect management's view as of the date of this press release, and AudioEye urges

you not to place undue reliance on these forward-looking statements. AudioEye does not undertake any obligation to update such forward-looking

statements to reflect events or uncertainties after the date hereof.

Investor

Contact:

Tom

Colton

Gateway

Group, Inc.

AEYE@gateway-grp.com

949-574-3860

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