BIO-key International Files 8-K: Material Agreement, Equity Sales

TL;DR

BIO-key inked a material deal & sold stock, filing shows.

AI Summary

On November 27, 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. The filing includes financial statements and exhibits, with the report being filed as of December 3, 2024.

Why It Matters

This 8-K filing indicates significant corporate actions by BIO-key International, including a material definitive agreement and equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

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

Key Players & Entities

• BIO-key International, Inc. (company) — Registrant
• November 27, 2024 (date) — Date of earliest event reported
• December 3, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 1-13463 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $5,000,000 — g Shares received in the transaction at $5,000,000 or $1.00 per share, which is expected t
• $1.00 — ved in the transaction at $5,000,000 or $1.00 per share, which is expected to increas
• $5 million — quity on the Company's balance sheet by $5 million. In the event that at any time during t

Filing Documents

• bkyi20241129_8k.htm (8-K) — 33KB
• ex_752990.htm (EX-10.1) — 177KB
• ex_753043.htm (EX-99.1) — 16KB
• image1.jpg (GRAPHIC) — 6KB
• 0001437749-24-036492.txt ( ) — 413KB
• bkyi-20241127.xsd (EX-101.SCH) — 3KB
• bkyi-20241127_def.xml (EX-101.DEF) — 12KB
• bkyi-20241127_lab.xml (EX-101.LAB) — 15KB
• bkyi-20241127_pre.xml (EX-101.PRE) — 12KB
• bkyi20241129_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 27, 2024, BIO-key International, Inc. (the " Company ") entered into and closed a Securities Purchase Agreement (the " Agreement ") with Fiber Food Systems, Inc., a Delaware corporation (the " Fiber Food "), and Boumarang Inc., a Delaware corporation (" Boumerang "). Under the Agreement, Fiber Food sold 5 million shares of common stock of Boumarang (the " Boumerang Shares ") to the Company in exchange for 595,000 shares (the " Company Shares ") of common stock, $.0001 par value per share, of the Company, which represented 19.0% of Company's issued and outstanding shares prior to the closing of the transaction. Fiber Food and the Company have agreed to collaborate regarding potential strategic and commercial transactions that could be mutually beneficial, including acquiring assets or equity interests in other operating companies. Fiber Food has also agreed to integrate the Company's identity access management solutions into its offerings and introduce the Company to its customers, affiliates and business contacts who are potential users of the Company's solutions, in each case pursuant to future definitive agreements. Based on its due diligence, the Company has valued the Boumerang Shares received in the transaction at $5,000,000 or $1.00 per share, which is expected to increase the stockholders' equity on the Company's balance sheet by $5 million. In the event that at any time during the nine-month period after the closing of the transaction (the " Put Period ") the Company is required to value the Boumerang Shares at less than $5,000,000 on its balance sheet, the Company will have the right to cause Fiber Food to repurchase the Boumerang Shares from the Company in exchange for the return of the Company Shares. During the Put Period, the Company will hold the Company Shares and Fiber Food will be subject to a lockup prohibiting it from selling, offering to sell, agreeing to sell, pledging or othe

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 offer and sale of the Company Shares was 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. The sale of the Shares did not involve a public offering and was made without general solicitation or general advertising to one accredited investor, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, without payment of discounts or commission to any person, in consideration of the Boumerang Shares. The Company Shares 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.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 2, 2024, the Company issued a press release announcing the entry into the Securities Purchase Agreement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement dated November 27, 2024, by and among BIO-key International, Inc., Fiber Food Systems, Inc. and Boumarang Inc. (filed herewith) 99.1 Press Release dated December 2, 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: December 3, 2024 By: /s/ Cecilia C. Welch Cecilia C. Welch Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR