CMG Holdings Group, Inc. Declares Dividend Date regarding their Share Exchange with AudioEye Acquisition Corporation regarding corporate spinoff of AudioEye, Inc.
MIAMI, Aug. 23, 2012 /PRNewswire/ -- CMG Holdings Group, Inc. (CMGO) (OTCQB:CMGO.PK) (www.cmgholdingsinc.com), a full service marketing communications holding company operating across the sectors of digital media, alternative advertising, social media, event marketing and commercial rights, is providing the following updates regarding the declared dividend date pertaining to their amended master agreement and corporate spin-off of AudioEye, Inc. (www.audioeye.com).
On August 21, 2012, the Board of Directors of CMG Holdings Group, Inc. declared October 26, 2012 as the dividend date in accordance with the provisions of their June 22, 2011 Master Agreement, which is 5% of the capital stock of AudioEye, Inc. In accordance with the provisions of the Master Agreement, the dividend, which is 5% of AudioEye, Inc., will be paid to the CMGO shareholders of record as of the close of business on October 26, 2012 when AudioEye completes its registration process and issues the shares to CMG Holdings Group, Inc.
AudioEye, Inc. is currently going through a registration process. CMG Holdings Group, Inc. advises all shareholders to familiarize themselves with rules regarding dividends, payment dates and ex-dividend dates. Please visit the following website for more information www.sec.gov/answers/dividen.htm.
"On August 21, 2012, CMG Holdings Group, Inc. declared October 26, 2012 as the dividend date in relation to the completion of our Amended Master Agreement with AudioEye Acquisition Corporation regarding the share exchange and corporate spin-off of AudioEye, Inc." said Jim Ennis, CMGO's Chief Operating Officer. "We are pleased to declare the dividend date as part of finalizing this agreement. We believe this transaction enhances the value for AudioEye, Inc., the value for our Company, and value for our shareholders, in the form of a dividend, which is 5% of the capital stock of AudioEye, Inc."
The company anticipates providing additional updates regarding the distribution to its shareholders, in the form of a dividend, of the 5% capital stock of AudioEye, Inc. in accordance with provisions of the Master Agreement.
Additional information pertaining to declaring the dividend date:
On August 17, 2012, CMG Holdings Group, Inc. and AudioEye Acquisition Corporation finalized and completed their Share Exchange pursuant to their Amended Master Agreement of April 5, 2012. The completion of the Share Exchange allows for the payment by AudioEye Acquisition Corporation of the outstanding Senior Secured Convertible Extendable Notes and to cause the release of the notes and security therefore. Additionally, pursuant to the Amended Master Agreement:
CMG Holdings Group, Inc. will retain 15% of the capital stock of AudioEye, Inc. subject to transfer restrictions in accordance with the provisions of the Master Agreement.
CMG Holdings Group, Inc. will distribute to its shareholders, in the form of a dividend, 5% of the capital stock of AudioEye, Inc. in accordance with the provisions of the Master Agreement.
AudioEye, Inc. has finalized a Royalty Agreement with the CMG Holding Group, Inc. to pay to CMGO 10% of cash received from income earned, settlements or judgments directly resulting from the AudioEye Inc. patent enforcement and licensing strategy whether received by, AudioEye, Inc. or any of its affiliates, net of any direct costs or tax implications incurred in pursuit of such strategy pertaining to the patents as fully described in the Master Agreement.
AudioEye, Inc. has finalized a Consulting Services Agreement with CMG Holdings Group, Inc. whereby CMGO will receive a commission of not less than 7.5% of all revenues received by AudioEye, Inc. after the closing date from all business, clients or other sources of revenue procured by CMGO or its employees, officers or subsidiaries and directed to AudioEye, Inc. and 10% of net revenues obtained from a third party described in the agreement.
AudioEye, Inc. has finalized the release of the obligations of CMG Holdings Group, Inc. under the Senior Secured Convertible Extendable Notes pursuant to a novation or other form of release of such obligation which shall include a termination of any security interest on any post Spin Off assets of CMGO
"On August 17, 2012, CMG Holdings Group, Inc. finalized our Amended Master Agreement with AudioEye Acquisition Corporation regarding the share exchange and corporate spin-off of AudioEye, Inc. CMGO also finalized the Option, Note Purchase and Note Modification Agreement between AudioEye Acquisition Corporation and CMGO Investors LLC, related to the Company's amendment of its June 22, 2011 Master agreement with AudioEye Acquisition Corporation." said Jim Ennis, the CMGO's Chief Operating Officer. "We are pleased to finalize this agreement and believe this transaction enhances the values for AudioEye, Inc., for our Company, and for our shareholders, in the form of a dividend, which is 5% of the capital stock of AudioEye, Inc."
For complete details of the Company's filings regarding the complete terms of these agreements, please refer to CMG Holdings Group, Inc.'s 8-K filed with the SEC on June 24, 2011, April 27, 2012, May 3, 2012, June 1, 2012, August 1, 2012, August 7, 2012, August 17, 2012 and August 22, 2012. For complete details of the AudioEye, Inc. filings regarding the registration statements, please refer to AudioEye, Inc.'s S-1 and S-1/A filed with the SEC on October 21, 2011, October 24, 2011, January 3, 2012, February 10, 2012 and February 13, 2012
Companies or individuals interested in learning more about CMG Holdings Group, Inc., our subsidiaries or AudioEye, Inc., please contact Jim Ennis at [email protected] or visit the following websites:www.cmgholdingsinc.com, www.experientialagency.com, www.xasocial.com,www.audioeye.com.
About CMG Holdings Group, Inc. (CMGO):
CMG Holdings Group, Inc. is a full service marketing and communications holding company. CMGO's mission is to build a national platform of exceptional companies that deliver solutions in the areas of alternative advertising, social media marketing services, event management and commercial rights. CMGO is seeking to expand its national presence via its acquired companies, capitalizing on their intellectual properties, patents, sales and marketing, new product development and continued operations via economic recovery. CMGO owns and operates wholly-owned subsidiaries, XA, The Experiential Agency, Inc. and Audio Eye, Inc.
For more information, please visit: www.cmgholdingsinc.com
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