SEC Form SC 13G/A filed by AudioEye Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 6)
Under the Securities Exchange Act of 1934
| AudioEye, Inc. |
| (Name of Issuer) |
Common Stock
(Title of Class of Securities)
050734201
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS
Keith Kosow |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
472,491 shares (1) |
| 6 | SHARED VOTING POWER
0 shares | |
| 7 | SOLE DISPOSITIVE POWER
472,491 shares (1) | |
| 8 | SHARED DISPOSITIVE POWER
0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,491 shares (1) |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.10% (1)(2) |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
_________________
| (1) | Comprised of (i) 45,000 shares of Common Stock held by Keith Kosow; (ii) 215,773 shares of Common stock held by KTK Capital, Inc., a company controlled by Keith Kosow for which he is deemed the beneficial owner and (iii) 211,718 shares of Common Stock held by Cedar Holdings MGMT, a company controlled by Keith Kosow for which he is deemed the beneficial owner. |
|
|
|
| (2) | Based on 11,508,677 shares of the registrant’s common stock issued and outstanding as of October 31, 2022. |
| 2 |
| 1 | NAMES OF REPORTING PERSONS
KTK Capital, Inc. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
215,773 shares |
| 6 | SHARED VOTING POWER
0 shares | |
| 7 | SOLE DISPOSITIVE POWER
215,773 shares | |
| 8 | SHARED DISPOSITIVE POWER
0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,773 shares |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.87% (1)(2) |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO |
_________________
| (1) | Comprised of 215,773 shares of Common stock held by KTK Capital, Inc., a company controlled by Keith Kosow for which he is deemed the beneficial owner. |
|
|
|
| (2) | Based on 11,508,677 shares of the registrant’s common stock issued and outstanding as of October 31, 2022. |
| 3 |
| 1 | NAMES OF REPORTING PERSONS
Cedar Holdings MGMT |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (c) ☐ (d) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
211,718 shares |
| 6 | SHARED VOTING POWER
0 shares | |
| 7 | SOLE DISPOSITIVE POWER
211,718 shares | |
| 8 | SHARED DISPOSITIVE POWER
0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
211,718 shares |
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.84% (1)(2) |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO |
_________________
| (1) | Comprised of 211,718 shares of Common stock held by Cedar Holdings MGMT, a company controlled by Keith Kosow for which he is deemed the beneficial owner. |
|
|
|
| (2) | Based on 11,508,677 shares of the registrant’s common stock issued and outstanding as of October 31, 2022. |
| 4 |
Item 1(a) Name of Issuer:
AudioEye, Inc.
Item 1(b) Address of Issuer’s Principal Executive Offices:
5210 E. Williams Circle, Suite 750, Tucson, AZ 85711
Item 2(a) Name of Person Filing:
Keith Kosow
KTK Capital, Inc.
Cedar Holdings MGMT
The foregoing are sometimes together referred to herein as “reporting person”.
Item 2(b) Address of Principal Business Office or, if none, Residence:
100 South Pointe Drive #1206, Miami Beach, FL 33139
Item 2(c) Citizenship:
Keith Kosow - United States citizen
KTK Capital, Inc - a corporation formed under the laws of the State of Florida
Cedar Holdings MGMT - a corporation formed under the laws of the State of Florida
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP No.: 050734201
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable
| 5 |
Item 4. Ownership:
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each of the Reporting Persons hereto, including footnotes, and is incorporated herein by reference for the Reporting Persons. The percentage set forth in Row (11) of the cover page for each of the Reporting Persons are calculated based upon 11,508,677 shares of Common Stock outstanding as of September 30, 2022, as disclosed on the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2022.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certifications:
Not applicable.
| 6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: February 16, 2023 |
| Keith Kosow |
|
|
|
|
|
|
|
|
| /s/ Keith Kosow |
|
|
|
|
|
|
|
|
|
|
|
| Dated: February 16, 2023 |
| KTK Capital, Inc. |
|
|
|
|
|
|
|
|
| By: /s/ Keith Kosow |
|
|
|
| Name: Keith Kosow |
|
|
|
| Title: Authorized Signatory |
|
|
|
|
|
|
| Dated: February 16, 2023 |
| Cedar Holdings MGMT |
|
|
|
|
|
|
|
|
| By: /s/ Keith Kosow |
|
|
|
| Name: Keith Kosow |
|
|
|
| Title: Authorized Signatory |
|
| 7 |