BKYI.OQBBio Key International INC

S-1: BIO-key International Files for Resale of Up to 3,091,668 Shares of Common Stock

Sentiment:

S-1 Filing

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BIO-key International is registering for the resale of up to 3,091,668 shares of its common stock by a selling stockholder, with the company not receiving any proceeds from the sale.

Capital raiseIf all warrants exercisable for shares of common stock offered hereby are exercised, we will receive aggregate gross proceeds of $6,647,086.20.We expect to use any proceeds received by us from the exercise of the warrants for working capital purposes and general corporate purposes, including repayment of a portion of the Companys outstanding secured note.

Summary

  • BIO-key International has filed a registration statement for the resale of up to 3,091,668 shares of its common stock.
  • The shares are to be sold by a selling stockholder, consisting of shares issuable upon exercise of Series A and Series B warrants.
  • BIO-key will not receive any proceeds from the sale of these shares by the selling stockholder.
  • If all warrants are exercised, BIO-key would receive gross proceeds of $6,647,086.20, which it intends to use for working capital and general corporate purposes, including repayment of a portion of its outstanding secured note.
  • The selling stockholder, Armistice Capital Master Fund Ltd., may sell the shares from time to time on the Nasdaq Capital Market or in private transactions.
  • As of April 23, 2025, BIO-key had 5,814,041 shares of common stock outstanding.
  • The closing price of BIO-key's common stock on April 23, 2025, was $0.72 per share.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily focused on outlining the details of the share resale and potential warrant exercises. The inclusion of risk factors tempers any potential positivity.

Positives

  • If all warrants are exercised, BIO-key would receive gross proceeds of $6,647,086.20.
  • The company intends to use the proceeds from the warrant exercises for working capital and general corporate purposes, including repayment of a portion of its outstanding secured note.

Negatives

  • The company will not receive any proceeds from the sale of shares by the selling stockholder.
  • Sales of a substantial number of shares of our common stock in the public market, including the shares offered under this prospectus, could lower our stock price and impair our ability to raise funds in new stock offerings.

Risks

  • Sales of a substantial number of shares of our common stock in the public market, including the shares offered under this prospectus, could lower our stock price and impair our ability to raise funds in new stock offerings.
  • An active trading market for our shares may not be sustained.
  • Investing in our securities involves a high degree of risk and purchasers of our securities may lose their entire investment.

Future Outlook

BIO-key plans to have a more significant role in the IAM market, offering a suite of authentication options and growing its business within government services, higher education, and highly regulated industries. They also plan to pursue strategic acquisitions in the IAM space.

Industry Context

The document highlights the increasing importance of identity and access management (IAM) in the face of evolving cybersecurity threats and the shift towards Zero Trust and CARTA security models.

Related Party Transactions

  • On October 30, 2023, we entered into a securities purchase agreement with certain investors, including the selling stockholder, pursuant to which we issued and sold units in a public offering consisting of 1,350,000 shares of common stock, 17,200,000 pre-funded warrants, and 18,550,000 warrants to purchase common stock to the selling stockholder in a public offering at a price of $0.175 per unit.
  • On September 12, 2024, we entered into a warrant exercise agreement with the selling stockholder to exercise certain outstanding warrants to purchase an aggregate of 1,030,556 shares of the Companys common stock originally issued to the selling stockholder in a public offering on October 31, 2023, having an original exercise price of $3.15 per share.
  • On January 15, 2025, we entered into the Warrant Exercise Agreement with the selling stockholder to exercise certain outstanding warrants to purchase an aggregate of 2,061,112 shares of the Companys common stock at an exercise price of $1.85 per share, which were originally issued to the selling stockholder on September 13, 2024.

Stakeholder Impact

  • Existing shareholders may experience dilution if the warrants are exercised and the shares are sold.
  • The market price of the common stock could be affected by the sale of a substantial number of shares.

Next Steps

  • The selling stockholder may sell the shares of common stock from time to time on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions.

Key Dates

DateDescription
November 20, 2001Employment Agreement by and between BIO-key International, Inc. and Mira LaCous dated November 20, 2001
January 5, 2005Certificate of Incorporation of BIO-key International, Inc., a Delaware corporation
January 18, 2006Certificate of Amendment to Certificate of Incorporation
March 25, 2010Employment Agreement, effective March 25, 2010, by and between the Company and Michael W. DePasquale
September 12, 2013First Amendment to Lease Agreement by and between BIO-key International, Inc. and BRE/DP MN LLC dated September 12, 2013
May 15, 2013Employment Agreement by and between BIO-key International, Inc. and Cecilia Welch dated May 15, 2013
March 31, 2015Certificate of Amendment of Certificate of Incorporation of Bio-key International, Inc., a Delaware corporation
October 6, 2015Certificate of Elimination of BIO-key International, Inc.
November 2, 2015Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Convertible Preferred Stock
November 11, 2015Software License Purchase Agreement Dated November 11, 2015 by and among BIO-key Hong Kong Limited, Shining Union Limited, WWTT Technology China, Golden Vast Macao Commercial Offshore Limited, Giant Leap International Limited
November 16, 2015Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Convertible Preferred Stock
December 15, 2015BIO-key International, Inc. 2015 Equity Incentive Plan
April 5, 2017Employment Agreement by and between BIO-key International, Inc. and James Sullivan dated April 5, 2017
May 15, 2017Form Non-Plan Option Agreement between the Company and certain of its directors, officers, employees and contractors
July 21, 2017Description of our common stock contained in our registration statement on Form 8-A filed with the SEC on July 21, 2017 under Section 12(b) of the Exchange Act
May 23, 2018Securities Purchase Agreement dated May 23, 2018 by and between the Registrant and Giant Leap International Limited
May 23, 2018Securities Purchase Agreement dated May 23, 2018 by and between the Registrant and Micron Technology Development Limited
May 31, 2018Securities Purchase Agreement dated May 31, 2018 by and between the Registrant and Wong Kwok Fong (Kelvin)
June 2, 2018Marlen 4th Amendment to Lease dated June 2, 2018
July 27, 2018GLP 2nd Amendment to Lease dated July 27, 2018
July 10, 2019Common Stock Purchase Warrant dated July 10, 2019
March 25, 2020Sales Incentive Agreement with Technology Transfer Institute dated March 25, 2020.
May 6, 2020Common Stock Purchase Warrant dated May 6, 2020.
June 6, 2020Stock Purchase Agreement by and among the Company, Thomas J. Hoey, and PistolStar, Inc. dated June 6, 2020
June 29, 2020Common Stock Purchase Warrant dated June 29, 2020
August 28, 2020Form of Restricted Stock Award Agreement under the BIO-key International, Inc. Amended & Restated 2015 Equity Incentive Plan
October 23, 2020Distribution Agreement dated October 23, 2020 by and between Swivel Secure Europe, SA and Swivel Secure Limited
November 19, 2020Certificate of Amendment of Certificate of Incorporation of Bio-Key International, Inc., a Delaware corporation
May 4, 2021BIO-key International, Inc. 2021 Employee Stock Purchase Plan
May 4, 2021BIO-key International, Inc. Amended and Restated 2015 Equity Incentive Plan
February 2, 2022Stock Purchase Agreement by and among the Company, Alex Rocha and Swivel Secure Europe, SA dated February 2, 2022
January 26, 2022Deed of Variation dated January 26, 2022 by and between Swivel Secure Europe, SA and Swivel Secure Limited
March 4, 2022Amendment No. 1 to Stock Purchase Agreement by and among the Company, Alex Rocha and Swivel Secure Europe, SA dated March 4, 2022
March 8, 2022Management Services Agreement dated March 8, 2022 by and among Swivel Aman-FZCO, Swivel Secure Europe, SA, and Alex Rocha
March 8, 2022Option Agreement dated March 8, 2022 by and between the Company and Alex Rocha
December 22, 2022Securities Purchase Agreement dated December 22, 2022 by and between the Company and AJB Capital Investments, LLC
December 22, 2022$2,200,000 Senior Secured Promissory Note, dated December 22, 2022
December 22, 2022Common Stock Purchase Warrant, dated December 22, 2022
December 20, 2023Securities Purchase Agreement, dated as of December 20, 2023, by and between BIO-key International, Inc. and Dillon Hill Investment Company LLC
December 19, 2023BIO-key International, Inc. 2023 Stock Incentive Plan
December 19, 2023Certificate of Amendment to Certificate of Incorporation of BIO-key International, Inc., a Delaware corporation
October 30, 2023We entered into a securities purchase agreement with certain investors, including the selling stockholder, pursuant to which we issued and sold units in a public offering consisting of 1,350,000 shares of common stock, 17,200,000 pre-funded warrants, and 18,550,000 warrants to purchase common stock to the selling stockholder in a public offering at a price of $0.175 per unit.
June 24, 2024Note Purchase Agreement dated June 24, 2024, by and between the Company and Streeterville Capital, LLC
June 24, 2024$2,360,000 Secured Promissory Note dated June 24, 2024
June 24, 2024Security Agreement dated June 24, 2024, by and between the Company and Streeterville Capital, LLC
June 24, 2024Intellectual Property Security Agreement dated June 24, 2024, by and between the Company and Streetervillle Capital, LLC
June 24, 2024Guaranty dated June 24, 2024, by and between Pistol Star, Inc. and Streeterville Capital, LLC
September 12, 2024Form of Warrant Exercise Agreement, dated September 12, 2024, by and between BIO-key International, Inc. and the Investor
September 12, 2024we entered into a warrant exercise agreement with the selling stockholder to exercise certain outstanding warrants to purchase an aggregate of 1,030,556 shares of the Companys common stock originally issued to the selling stockholder on October 31, 2023, having an original exercise price of $3.15 per share.
September 13, 2024The closing of the offering occurred on September 13, 2024.
September 13, 2024On January 15, 2025, we entered into a warrant exercise agreement (the Warrant Exercise Agreement) with the selling stockholder to exercise certain outstanding warrants to purchase an aggregate of 2,061,112 shares of the Companys common stock at an exercise price of $1.85 per share, which were originally issued to the Investor on September 13, 2024
November 27, 2024Securities Purchase Agreement dated November 27, 2024, by and among BIO-key International, Inc., Fiber Food Systems, Inc. and Boumarang Inc.
December 31, 2024As of December 31, 2024, more than 600 customers across multiple industries use BIO-key to secure and manage access for users around the world.
December 31, 2024Annual Report on Form 10-K for the fiscal year ended December 31, 2024
January 15, 2025Form of Warrant Exercise Agreement, dated January 15, 2025, by and between BIO-key International, Inc. and the Investor
January 15, 2025Exchange Agreement, dated January 15, 2025, by and between BIO-key International, Inc. and Streeterville Capital, LLC
January 15, 2025Exchange Agreement, dated January 15, 2025, by and between BIO-key International, Inc. and Streeterville Capital, LLC
January 15, 2025On January 15, 2025, we entered into a warrant exercise agreement (the Warrant Exercise Agreement) with the selling stockholder to exercise certain outstanding warrants to purchase an aggregate of 2,061,112 shares of the Companys common stock at an exercise price of $1.85 per share, which were originally issued to the Investor on September 13, 2024
January 16, 2025Current Reports on Form 8-K filed with the SEC on January 16, 2025
April 23, 2025On April 23, 2025, the closing price of our common stock was $0.72 per share.
April 23, 2025We had 5,814,041 shares of common stock outstanding as of April 23, 2025.
April 23, 2025Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 23, 2025
April 24, 2025Current Reports on Form 8-K filed with the SEC on April 24, 2025
April 25, 2025Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
April 25, 2025The date of this prospectus is , 2025.
April 25, 2025BIO-key International, Inc. 101 Crawfords Corner Road, Suite 4116 Holmdel, NJ 07733 Ladies and Gentlemen: We are acting as counsel to BIO-key International, Inc., a Delaware corporation (the Company), in connection with the filing of a Registration Statement on Form S-1 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act), with the Securities and Exchange Commission (the Commission) with respect to the offer and sale of up to 3,091,668 shares (the Shares) of common stock, $0.0001 par value per share (the Common Stock), of the Company which may be offered and sold from time to time by the selling stockholder identified in the Registration Statement.

Keywords

common stock, resale, warrants, BIO-key, offering, shares, securities, BKYI

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