BIO-key International Faces Delisting, Plans Reverse Split

TL;DR

BIO-key's on Nasdaq's chopping block for low stock price, trying to save itself with a reverse split.

AI Summary

BIO-key International, Inc. filed an 8-K on May 24, 2024, reporting a notice of delisting or failure to satisfy a continued listing rule. The company is addressing its compliance with Nasdaq's minimum bid price requirement, which it failed to meet as of May 22, 2024. BIO-key plans to regain compliance through a reverse stock split.

Why It Matters

Failure to meet listing requirements could lead to delisting from Nasdaq, significantly impacting the company's liquidity and investor confidence.

Risk Assessment

Risk Level: high — The company is at high risk due to failing to meet Nasdaq's minimum bid price requirement, which could lead to delisting.

Key Numbers

• 1-13463 — SEC File Number (Identifies the company's filings with the SEC.)

Key Players & Entities

• BIO-key International, Inc. (company) — Registrant
• Nasdaq (company) — Stock Exchange
• May 22, 2024 (date) — Date of earliest event reported
• May 24, 2024 (date) — Filing Date

FAQ

Filing Documents

• bkyi20240523_8k.htm (8-K) — 32KB
• ex_679175.htm (EX-99.1) — 12KB
• 0001437749-24-018348.txt ( ) — 183KB
• bkyi-20240522.xsd (EX-101.SCH) — 3KB
• bkyi-20240522_def.xml (EX-101.DEF) — 12KB
• bkyi-20240522_lab.xml (EX-101.LAB) — 15KB
• bkyi-20240522_pre.xml (EX-101.PRE) — 12KB
• bkyi20240523_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 May 22, 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) (the " Listing Rule "), 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 Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the " Form 10-Q "). As previously reported, on April 17, 2024 the Company was notified by Nasdaq that is was not in compliance with the Listing Rule 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 May 16, 2024, indicating that the filing of the Form 10-Q would be delayed because it was unable to timely file the Form 10-Q without unreasonable effort and expense. As previously announced, the Company is in the process of restating its 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 which has delayed the compilation, presentation and review of certain financial and other disclosures required to be included in the Form 10-Q. The notification letter stated that, under Nasdaq rules, the Company has until June 17, 2024 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 due date of the Form 10-K, or until October 14, 2024, to regain

01

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 propert

Financial Statements and Exhibits

Financial Statements and Exhibits. 99.1 Press Release dated May 24, 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: May 24, 2024 By: /s/ Cecilia C. Welch Cecilia C. Welch Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR