BIO KEY INTERNATIONAL INC. Files S-1 Registration Statement

TL;DR

<b>BIO KEY INTERNATIONAL INC. has filed an S-1 registration statement, signaling potential future public offerings.</b>

AI Summary

BIO KEY INTERNATIONAL INC (BKYI) filed a IPO Registration (S-1) with the SEC on January 30, 2024. BIO KEY INTERNATIONAL INC. filed an S-1 registration statement with the SEC on January 30, 2024. The company is incorporated in Delaware and its fiscal year ends on December 31. The principal executive offices are located at 101 CRAWFORDS CORNER ROAD, SUITE 4116, HOLMDEL, NJ 07733. Michael DePasquale is the Chief Executive Officer. The filing indicates BIO KEY INTERNATIONAL INC. is a smaller reporting company and a non-accelerated filer.

Why It Matters

For investors and stakeholders tracking BIO KEY INTERNATIONAL INC, this filing contains several important signals. This S-1 filing is a prerequisite for any public offering of securities, indicating the company is preparing to raise capital or allow existing shareholders to sell their shares. As a smaller reporting company and non-accelerated filer, BIO KEY INTERNATIONAL INC. may have less stringent disclosure requirements compared to larger, more established public companies.

Risk Assessment

Risk Level: low — BIO KEY INTERNATIONAL INC shows low risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step for a public offering and does not contain specific financial performance data or operational details that would indicate immediate risk.

Analyst Insight

Monitor future filings for details on the proposed offering, including the number of shares, price range, and use of proceeds.

Key Numbers

• 2024-01-30 — Filing Date (Date of S-1 filing)
• 1231 — Fiscal Year End (Company's fiscal year end)
• 07733 — ZIP Code (Business address ZIP code)
• 7323591100 — Business Phone (Registrant's phone number)

Key Players & Entities

• BIO KEY INTERNATIONAL INC. (company) — Registrant
• Michael DePasquale (person) — Chief Executive Officer
• Fox Rothschild LLP (company) — Legal Counsel
• Delaware (jurisdiction) — State of incorporation
• Holmdel, NJ (location) — Business Address
• 1933 Act (regulation) — Securities Act

Forward-Looking Statements

• BIO-key International, Inc. will proceed with a public offering of securities. (BIO-key International, Inc.) — medium confidence, target: Q2 2024

FAQ

Risk Factors

• Registration Statement Requirements [low — regulatory]: The S-1 filing itself is a complex regulatory document that requires careful preparation and adherence to SEC rules.

Industry Context

BIO KEY INTERNATIONAL INC. operates in the software services industry, specifically prepackaged software, as indicated by its SIC code.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public.

What Investors Should Do

1. Review the full S-1 filing for detailed business descriptions, risk factors, and financial information.
2. Track subsequent SEC filings (e.g., 424B filings) for details on the actual securities offering.
3. Analyze the company's financial health and business strategy once more detailed information becomes available.

Key Dates

• 2024-01-30: S-1 Filing — Indicates the company is preparing for a public offering.

Glossary

Form S-1

A registration statement filed with the SEC by companies intending to make a public offering of securities. (This filing signals the company's intent to offer securities to the public.)

Smaller Reporting Company

A company that meets certain criteria for revenue and public float, allowing for scaled-down disclosure requirements. (Indicates the company's size and potential for less extensive reporting.)

Non-accelerated filer

A filer that does not meet the criteria for accelerated or large accelerated filer status, typically indicating smaller size or lower trading volume. (Suggests the company is not subject to the same rapid reporting deadlines as larger filers.)

Year-Over-Year Comparison

This is the initial S-1 filing for BIO KEY INTERNATIONAL INC. as a standalone entity, indicating a new phase for the company's public market engagement.

Key Financial Figures

• $0.0001 — 9 shares of our common stock, par value $0.0001 per share, issued and sold by us in a p
• $2.21 — e closing price of our common stock was $2.21 per share. We will bear all costs, exp
• $825,290 — ill receive aggregate gross proceeds of $825,290 which we expect to use for working capi
• $311.40 — th a weighted-average exercise price of $311.40 per share; 270,234 shares of common st
• $104.77 — th a weighted-average exercise price of $104.77 per share; 1,452,461 shares of common
• $3.15 — e of warrants with an exercise price of $3.15 per share; 126,131 shares of common st
• $0.018 — nded warrants with an exercise price of $0.018 per share; 4,650 shares of common stoc

Filing Documents

• bkyi20240125_s1.htm (S-1) — 277KB
• ex_619607.htm (EX-5.1) — 10KB
• ex_619608.htm (EX-23.1) — 3KB
• ex_619609.htm (EX-23.2) — 3KB
• ex_619610.htm (EX-FILING FEES) — 38KB
• bkyi20240125_s1img001.jpg (GRAPHIC) — 4KB
• bkyi20240125_s1img002.jpg (GRAPHIC) — 4KB
• bkyi20240125_s1img003.jpg (GRAPHIC) — 4KB
• 0001437749-24-002584.txt (&nbsp;) — 349KB

RISK FACTORS

RISK FACTORS 6 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 7 THE OFFERING 8

USE OF PROCEEDS

USE OF PROCEEDS 8 DETERMINATION OF OFFERING PRICE 8 SELLING STOCKHOLDER 9 PLAN OF DISTRIBUTION 10

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 11 LEGAL MATTERS 14 EXPERTS 14 WHERE YOU CAN FIND MORE INFORMATION 15 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 15 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 16 ABOUT THIS PROSPECTUS We have not authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful. The information in this prospectus is accurate only as of the date on the front cover of this prospectus and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. For investors outside the United States: We have not taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdi

RISK FACTORS

RISK FACTORS Investing in our securities involves a high degree of risk. Before deciding to invest in our securities, you should consider carefully the risks and uncertainties described below and under Item 1A. " Risk Factors " in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission, or SEC, on June 1, 2023, which are incorporated by reference in this prospectus, together with all of the other information contained in this prospectus and documents incorporated by reference herein, and in any free writing prospectus that we have authorized for use in connection with this offering. If any of the matters discussed in the following risk factors were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected, the market price of our common stock could decline and you could lose all or part of your investment in our securities. Additional risks and uncertainties not presently known or which we consider immaterial as of the date hereof may also have an adverse effect on our business. RISKS RELATED TO THIS OFFERING 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. If our stockholders sell substantial amounts of our common shares, the market price of our common shares could decrease. We had 1,810,443 common shares outstanding as of January 30, 2024. Under this registration statement, we are registering the resale of 436,509 common shares held by the selling stockholder, of which 388,036 are issuable upon exercise of pre-funded warrants and common warrants. Assuming all such warrants are exercised, the shares offered hereunder represent approximately 20% of our outstanding common stock. In addition, we may sell additional common shares in subsequent offerings. We cannot predict the size of future

View Full Filing

View this S-1 filing on SEC EDGAR