BIO-key International Files 8-K with Material Agreement

TL;DR

BIO-key International signed a material agreement and sold equity, filing an 8-K on Sept 12, 2024.

AI Summary

On September 12, 2024, BIO-key International, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. Additionally, financial statements and exhibits were filed.

Why It Matters

This 8-K filing indicates significant corporate activity for BIO-key International, including a material agreement and equity sales, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and a material definitive agreement, which can introduce financial and operational risks.

Key Players & Entities

• BIO-key International, Inc. (company) — Registrant
• September 12, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — 6 shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"
• $3.15 — 3, having an original exercise price of $3.15 per share (the "Existing Warrants"). Th
• $1.85 — rcise price of the Existing Warrants to $1.85 per share. The New Warrants have subst
• $1.9 m — the Existing Warrants was approximately $1.9 million, prior to deducting placement age

Filing Documents

• bkyi20240912_8k.htm (8-K) — 32KB
• ex_723677.htm (EX-4.1) — 110KB
• ex_723678.htm (EX-4.2) — 107KB
• ex_723679.htm (EX-10.1) — 56KB
• ex_723680.htm (EX-99.1) — 10KB
• logo.jpg (GRAPHIC) — 11KB
• 0001437749-24-029307.txt ( ) — 535KB
• bkyi-20240912.xsd (EX-101.SCH) — 3KB
• bkyi-20240912_def.xml (EX-101.DEF) — 12KB
• bkyi-20240912_lab.xml (EX-101.LAB) — 15KB
• bkyi-20240912_pre.xml (EX-101.PRE) — 12KB
• bkyi20240912_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 12, 2024, BIO-key International, Inc. (the "Company") entered into a warrant exercise agreement (the "Warrant Exercise Agreement") with an existing accredited investor (the "Investor") to exercise certain outstanding warrants to purchase an aggregate of 1,030,556 shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"), originally issued to the Investor on October 31, 2023, having an original exercise price of $3.15 per share (the "Existing Warrants"). The issuance of the shares of Common Stock underlying the Existing Warrants were registered pursuant to the registration statements on Form S-1 (File No. 333-275003) (the "Registration Statement"). In consideration for the immediate exercise of the Existing Warrants, the exercising holder received new unregistered Series A warrants to purchase up to an aggregate of 1,030,556 shares of the Company's common stock (the "New Series A Warrants") and new unregistered Series B warrants to purchase up to an aggregate of 1,030,556 shares of the Company's common stock (the "New Series B Warrants", and together with the New Series A Warrants, the "New Warrants"), and the Company also agreed to reduce the exercise price of the Existing Warrants to $1.85 per share. The New Warrants have substantially the same terms, are immediately exercisable at an exercise price of $1.85 per share,and will expire five years from the date of issuance. The Company agreed to file a resale registration statement covering the resale of the shares of Common Stock issuable upon exercise of the New Warrants with the Securities and Exchange Commission (the "SEC") as soon as reasonably practicable (and in any event within 30 calendar days) after the date of the Warrant Exercise Agreement, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 60 calendar days following the date of the Warr

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. The information in Item 1.01 above is incorporated herein by reference. The New Warrants were issued solely to accredited investors in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The New Warrants and the shares of common stock issuable upon the exercise thereof have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 12, 2024, the Company issued a press release announcing the entry into the Warrant Exercise Agreement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Series A Common Stock Purchase Warrant (filed herewith) 4.2 Form of Series B Common Stock Purchase Warrant (filed herewith) 10.1 Form of Warrant Exercise Agreement, dated September 12, 2024, by and between BIO-key International, Inc. and the Investor (filed herewith) 99.1 Press Release dated September 12, 2024 (furnished herewith) 104 Cover Page Interactive Data File (embedded within 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: September 16, 2024 By: /s/ Cecilia C. Welch Cecilia C. Welch Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR