Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 35K
2: EX-99.1 Miscellaneous Exhibit HTML 12K
7: R1 Document And Entity Information HTML 47K
9: XML IDEA XML File -- Filing Summary XML 12K
12: XML XBRL Instance -- bkyi20240422_8k_htm XML 14K
8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
4: EX-101.DEF XBRL Definitions -- bkyi-20240416_def XML 38K
5: EX-101.LAB XBRL Labels -- bkyi-20240416_lab XML 49K
6: EX-101.PRE XBRL Presentations -- bkyi-20240416_pre XML 37K
3: EX-101.SCH XBRL Schema -- bkyi-20240416 XSD 14K
10: JSON XBRL Instance as JSON Data -- MetaLinks 13± 20K
11: ZIP XBRL Zipped Folder -- 0001437749-24-012736-xbrl Zip 21K
(Address of principal executive offices) (Zip Code)
(i732)i359-1100
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock
iBKYI
iNasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 17, 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), 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 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 April 2, 2024, indicating that the filing of the Form 10-K would be delayed because the compilation, presentation and review of certain financial and other disclosures required to be included in the Form 10-K could not be completed within the prescribed time period without unreasonable effort and expense to the Company.
The notification letter stated that, under Nasdaq rules, the Company has 60 calendar days 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 filing’s due date, or until October 14, 2024, to regain compliance. The Company intends to file the Form 10-K with the SEC as soon as practicable and regain compliance with Nasdaq’s continued listing requirements.
Item4.02.
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On April 16, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of the Company determined, after consultation with the Company’s management and its independent auditors, that the Company made certain errors in the manner in which it recognized revenue generated by its European subsidiary, Swivel Secure Europe, Ltd., in the first quarter of 2023. In addition, certain allowances for accounts receivable and certain reserves for inventory were understated. As a result, the Company concluded that its previously issued 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 included in the Company’s previously filed Quarterly Reports on Form 10-Q for such periods (collectively, the “Financial Statements”) should no longer be relied upon. Similarly, any previously issued or filed reports, press releases, earnings releases, or other communications describing the Company’s financial statements and
other related financial information covering the forgoing periods and the year ended December 31, 2023, including the Company’s Notification of Late Filing on SEC Form 12b-25 filed on April 2, 2024 and the Company’s April 1, 2024press release, should no longer be relied upon.
In the course of the audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2023, the Company determined that certain errors were made which require the restatement of the Company’s previously issued Financial Statements. These errors resulted in the overstatement of accounts receivable and revenue, understatements in certain allowances for accounts receivable and certain reserves for inventory, and an understatement of net loss and total stockholders’ equity which errors may also impact other amounts included in the Financial Statements.
The Company is working with its Audit Committee to determine the amounts and full impact of the adjustments to the Financial Statements. However, until the review is complete and a final determination is made, the Company cannot provide assurance regarding the complete impact of any adjustments to the Financial Statements, and the Company cannot provide assurance that the adjustments identified above are representative of the adjustments that will be required when the review is complete. In addition, the Company cannot provide assurance that the review will not identify further or additional adjustments that may
be required.
Management is also assessing the effect of these restatements on the Company’s internal control over financial reporting and its disclosure controls and procedures.
The Company intends to file its Annual Report on Form 10-K for the year ended December 31, 2023, containing audited financial statements prepared in accordance with U.S. GAAP that will reflect correction of the foregoing errors as soon as practicable. In addition, the Company intends to promptly file all required amendments to the Financial Statements included in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023.
The Company’s management and Audit Committee discussed the matters disclosed in Item 4.02 of this Current Report on Form 8-K with the Company’s independent registered public accounting firm, Marcum LLP.
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.
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 property; changes in business conditions; changes in our sales strategy and product development plans; changes in the marketplace; continued services of our executive management team; security breaches; competition in the biometric technology industry; market acceptance of biometric products generally and our products under development; our ability to convert sales opportunities to customer contracts; our ability to expand into Asia, Africa and other foreign markets; our ability to integrate the operations and personnel of Swivel Secure into our business; fluctuations in foreign currency
exchange rates; the duration and extent of continued hostilities in Ukraine and its impact on our European customers; delays in the development of products and statements of assumption underlying any of the foregoing as well as other factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022 and other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements whether as a result of new information, future events, or otherwise.
Cover Page Interactive Data File (embedded with the Inline XBRL document)
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.
