Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 4)
Under the Securities Exchange Act of 1934
| AudioEye, Inc. |
| (Name of Issuer) |
Common Stock
(Title of Class of Securities)
050734201
(CUSIP Number)
August 19, 2021
(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 that 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
630,000 shares (1) |
| 6 | SHARED VOTING POWER
0 shares | |
| 7 | SOLE DISPOSITIVE POWER
630,000 shares (1) | |
| 8 | SHARED DISPOSITIVE POWER
0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
630,000 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)
5.56% (1)(2) |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN |
_________________
(1) Comprised of 378,892 shares of Common stock held by KTK Capital, Inc and 251,108 shares held by Cedar Holdings MGMT, each controlled by Keith Kosow, for which he is deemed the beneficial owner.
(2) Based on 11,336,551 shares outstanding as of August 6, 2021.
| 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
378,892 shares |
| 6 | SHARED VOTING POWER
0 shares | |
| 7 | SOLE DISPOSITIVE POWER
378,892 shares | |
| 8 | SHARED DISPOSITIVE POWER
0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
378,892 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)
3.34% (1)(2) |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO |
_________________
(1) Comprised of 378,892 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 11,336,551 shares of the registrant’s common stock issued and outstanding as of August 6, 2021.
| 3 |
| 1 | NAMES OF REPORTING PERSONS
Cedar Holdings MGMT |
| 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
251,108 shares |
| 6 | SHARED VOTING POWER
0 shares | |
| 7 | SOLE DISPOSITIVE POWER
251,108 shares | |
| 8 | SHARED DISPOSITIVE POWER
0 shares |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
251,108 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)
2.21% (1)(2) |
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO |
_________________
(1) Comprised of 251,108 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 11,336,551 shares of the registrant’s common stock issued and outstanding as of August 6, 2021.
| 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 #1610, 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:
(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a3);
(j) ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.
Not applicable
| 5 |
Item 4. Ownership:
The following information with respect to the ownership of AudioEye, Inc.’s Common Stock by the Reporting Persons is provided as of August 19, 2021:
(a) Amount beneficially owned: See Row 9 of cover page for each Reporting Person.
(b) Percent of class: See Row 11 of cover page for each Reporting Person.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person.
(ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person.
(iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person.
(iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person.
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: August 19, 2021
| KEITH KOSOW | ||
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| /s/ Keith Kosow | ||
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| KTK CAPITAL, INC. | ||
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| By: | /s/ Keith Kosow |
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| Title: | Authorized Signatory |
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| CEDAR HOLDINGS MGMT |
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| By: | /s/ Keith Kosow |
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| Title: | Authorized Signatory |
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| 7 |