BIO-key International Faces Delisting Warning & Restates Financials

TL;DR

BIO-key's in hot water - facing delisting and can't trust their old financials.

AI Summary

BIO-key International, Inc. filed an 8-K on April 22, 2024, reporting a notice of delisting or failure to satisfy continued listing rules as of April 16, 2024. The company also disclosed that previously issued financial statements or related audit reports should not be relied upon. This filing indicates potential financial distress and accounting issues for BIO-key.

Why It Matters

This filing signals significant financial and accounting concerns for BIO-key International, potentially impacting investor confidence and the company's ability to remain listed on an exchange.

Risk Assessment

Risk Level: high — The company is facing potential delisting and has stated that previous financial statements are unreliable, indicating severe financial and accounting issues.

Key Players & Entities

• BIO-key International, Inc. (company) — Registrant
• April 16, 2024 (date) — Earliest event reported
• April 22, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation

FAQ

Filing Documents

• bkyi20240422_8k.htm (8-K) — 35KB
• ex_657938.htm (EX-99.1) — 10KB
• 0001437749-24-012736.txt ( ) — 185KB
• bkyi-20240416.xsd (EX-101.SCH) — 3KB
• bkyi-20240416_def.xml (EX-101.DEF) — 12KB
• bkyi-20240416_lab.xml (EX-101.LAB) — 15KB
• bkyi-20240416_pre.xml (EX-101.PRE) — 12KB
• bkyi20240422_8k_htm.xml (XML) — 3KB

01

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 17, 2024, BIO-key International, Inc. (the " Company ") received notice from The Nasdaq Stock Market, LLC (" Nasdaq ") indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (" SEC "), due to the Company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the " Form 10-K "). The notification letter has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market. The Company filed a Notification of Late Filing on Form 12b-25 on April 2, 2024, indicating that the filing of the Form 10-K would be delayed because the compilation, presentation and review of certain financial and other disclosures required to be included in the Form 10-K could not be completed within the prescribed time period without unreasonable effort and expense to the Company. The notification letter stated that, under Nasdaq rules, the Company has 60 calendar days to submit a plan to regain compliance with Nasdaq's continued listing requirements. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the filing's due date, or until October 14, 2024, to regain compliance. The Company intends to file the Form 10-K with the SEC as soon as practicable and regain compliance with Nasdaq's continued listing requirements.

02

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On April 16, 2024, the Audit Committee (the " Audit Committee ") of the Board of Directors of the Company determined, after consultation with the Company's management and its independent auditors, that the Company made certain errors in the manner in which it recognized revenue generated by its European subsidiary, Swivel Secure Europe, Ltd., in the first quarter of 2023. In addition, certain allowances for accounts receivable and certain reserves for inventory were understated. As a result, the Company concluded that its previously issued consolidated financial statements for the three months ended March 31, 2023, the three and six months ended June 30, 2023, and the three and nine months ended September 30, 2023 included in the Company's previously filed Quarterly Reports on Form 10-Q for such periods (collectively, the " Financial Statements ") should no longer be relied upon. Similarly, any previously issued or filed reports, press releases, earnings releases, or other communications describing the Company's financial statements and other related financial information covering the forgoing periods and the year ended December 31, 2023, including the Company's Notification of Late Filing on SEC Form 12b-25 filed on April 2, 2024 and the Company's April 1, 2024 press release, should no longer be relied upon. In the course of the audit of the Company's consolidated financial statements for the fiscal year ended December 31, 2023, the Company determined that certain errors were made which require the restatement of the Company's previously issued Financial Statements. These errors resulted in the overstatement of accounts receivable and revenue, understatements in certain allowances for accounts receivable and certain reserves for inventory, and an understatement of net loss and total stockholders' equity which errors may also impact other amo

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On April 22, 2024, the Company issued a press release regarding the matters described in Item 3.01 of this Form 8-K. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain information contained in this Current Report on Form 8-K (" Form 8-K ") may constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the " Exchange Act "). All statements contained in this Form 8-K other than statements of historical facts are "forward-looking statements" The words "estimate," "project," "intends," "expects," "anticipates," "believes" and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management's beliefs, as well as assumptions made by, and information currently available to, management pursuant to the "safe-harbor" provisions of the Act. These statements are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include, without limitation, our history of losses and limited revenue; our ability to raise additional capital; our ability to continue as a going concern; our ability to protect our intellectual property;

Financial Statements and Exhibits

Financial Statements and Exhibits. 99.1 Press Release dated April 22, 2024 (furnished herewith) 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

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. BIO-KEY INTERNATIONAL, INC. Date: April 22, 2024 By: /s/ Cecilia C. Welch Cecilia C. Welch Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR