BIO-key International Files S-1 with SEC

TL;DR

BIO-key International just filed an S-1, looks like they're gearing up to sell stock.

AI Summary

BIO-key International, Inc. filed an S-1 registration statement with the SEC on October 11, 2024. The company, previously known as SAC Technologies Inc., is incorporated in Delaware and headquartered in Holmdel, NJ. This filing indicates a potential offering of securities, though specific details on the amount or terms are not yet provided in this excerpt.

Why It Matters

This S-1 filing signals that BIO-key International, Inc. is preparing to raise capital through a public offering, which could impact its future operations and stock performance.

Risk Assessment

Risk Level: medium — S-1 filings are standard for companies planning to go public or issue new securities, but the lack of specific offering details and the company's prior name change warrant a medium risk assessment.

Key Numbers

• 333-282618 — SEC File Number (Identifies the specific SEC registration)
• 41-1741861 — IRS Employer Identification Number (Company's tax identification number)

Key Players & Entities

• BIO-key International, Inc. (company) — Registrant
• SAC TECHNOLOGIES INC (company) — Former company name
• Michael DePasquale (person) — Chief Executive Officer
• 101 CRAWFORDS CORNER ROAD, SUITE 4116 HOLMDEL, NJ 07733 (location) — Principal executive offices address
• October 11, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — 2 shares of our common stock, par value $0.0001 per share, issued and sold by us in a p
• $0.65 — e closing price of our common stock was $0.65 per share. We will bear all costs, exp
• $3,813,057.20 — ill receive aggregate gross proceeds of $3,813,057.20 which we expect to use for working capi
• $197.31 — th a weighted-average exercise price of $197.31 per share; 2,739,362 shares of common
• $11.12 — th a weighted-average exercise price of $11.12 per share; 421,905 shares of common st
• $3.15 — e of warrants with an exercise price of $3.15 per share; 31,131 shares of common sto
• $0.018 — nded warrants with an exercise price of $0.018 per share; 529 shares of common stock
• $1.85 — es A warrants with an exercise price of $1.85 per share; and 1,030,556 shares of co
• $2.5 m — se our stockholders' equity to at least $2.5 million, our common stock will be deliste

Filing Documents

• bkyi20241007_s1.htm (S-1) — 254KB
• ex_731650.htm (EX-5.1) — 10KB
• ex_731869.htm (EX-23.1) — 4KB
• ex_731810.htm (EX-23.2) — 3KB
• ex_730341.htm (EX-FILING FEES) — 27KB
• ex_731869img001.jpg (GRAPHIC) — 7KB
• footer.jpg (GRAPHIC) — 6KB
• foxinfo.jpg (GRAPHIC) — 13KB
• foxlogo.jpg (GRAPHIC) — 9KB
• logo.jpg (GRAPHIC) — 11KB
• 0001437749-24-031125.txt ( ) — 365KB

RISK FACTORS

RISK FACTORS 5 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6 THE OFFERING 6

USE OF PROCEEDS

USE OF PROCEEDS 7 DETERMINATION OF OFFERING PRICE 7 SELLING STOCKHOLDER 8 PLAN OF DISTRIBUTION 9

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 10 LEGAL MATTERS 12 EXPERTS 13 WHERE YOU CAN FIND MORE INFORMATION 13 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 13 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 14 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 j

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 5, 2024, 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 3,109,288 common shares outstanding as of October 11, 2024. Under this registration statement, we are registering the resale of 2,061,112 common shares held by the selling stockholder, all of which are issuable upon exercise of the Series A Warrants and the Series B Warrants. Assuming all such warrants are exercised, the shares offered hereunder represent approximately 40% of our outstanding common stock. In addition, we may sell additional common shares in subsequent offerings. We cannot predict the size of f

View Full Filing

View this S-1 filing on SEC EDGAR