false 0001019034 0001019034 2024-11-14 2024-11-14
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 14, 2024
 
BIO-key International, Inc.
(Exact name of registrant as specified in its charter)
     
     
Delaware
(State or other jurisdiction of incorporation)
1-13463
(Commission File Number)
41-1741861
(I.R.S. Employer Identification No.)
     
101 Crawfords Corner Road, Suite 4116
Holmdel, NJ 07733
(Address of principal executive offices)
 
 
(732) 359-1100
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock BKYI Nasdaq Capital market
 
 
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 (see General Instruction A.2 below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
 
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          
 
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 2.02.
Results of Operations and Financial Condition.
 
On November 14, 2024 BIO-key International, Inc. (the “Company”) issued a press release announcing its financial results for its third quarter 2024. A copy of the press release issued by the Company on November 14, 2024 is attached as Exhibit 99.
 
The information, including the exhibit attached hereto, in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.
 
 
 
Item 9.01.
Financial Statements, Pro Forma Financial Information and Exhibit.
 
(d)
Exhibits. The following exhibit is furnished herewith:
 
99.1
 
104
Cover Page Interactive Data File (embedded with the Inline XBRL document)
 
2

 
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: November 15, 2024
By:
/s/ Cecilia C. Welch
Cecilia C. Welch
Chief Financial Officer
 
 

 
EXHIBIT INDEX
 
Exhibit No.
Description
 
99.1
Press Release, dated November 14, 2024 issued by the Company.
 
 

Exhibit 99.1

 

logo.jpg

 

BIO-key Reports Q324 Revenue Rose 18% to $2.1M, Reduced Q324 Net Loss, and

Improved Cash Position; Hosts Investor Call Tomorrow, Fri. Nov. 15th, 10am ET

 

Holmdel, NJ November 14, 2024 BIO-key® International, Inc. (Nasdaq: BKYI), an innovative provider of workforce and customer Identity and Access Management (IAM) solutions featuring passwordless, phoneless and token-less Identity-Bound Biometric (IBB) authentication, announced results for its third quarter ended September 30, 2024 (Q3’24). BIO-key’s 2023 Q3 and nine month results were restated and filed with the Company’s 2023 Form 10-K and are reflected in this release. BIO-key will host an investor call tomorrow, Friday, November 15th at 10:00am ET (details below).

 

Financial Highlights

Q3’24 revenues rose 18% to $2.1M from $1.8M in Q3’23, principally due to a $0.5M increase in license revenue related to expanded software deployments by long-term customers.

Gross profit improved to $1.7M (78.3% gross margin) in Q3’24 vs. $0.3M (18.7% gross margin) in Q3’23, due to an increase in high-margin license revenue, lower costs to support deployments, and a $1M hardware reserve taken in the prior-year period.

BIO-key trimmed Q3’24 operating expenses by $46,000 versus Q3’23, reflecting proactive reductions in administration, sales personnel costs and marketing show expenses, offset by higher professional services expenses principally related to financing activities.

BIO-key reported a Q3’24 net loss of $0.7M compared to a Q3’23 net loss of $1.8M, due primarily to an increase in high-margin license revenue, level operating expenses, and the prior-year hardware reserve.

Cash used in operating activities was $2.4M through the first nine months of 2024 vs. $2.3M in the prior-year period. The current-year period reflects BIO-key’s net loss through the first nine months and positive adjustments for non-cash expenses of approximately $667,000.

 

Recent Highlights

Following the close of Q3’24, BIO-key Secured a $910k Order to Upgrade a Long-time Financial Services Customer to its Enhanced Biometric Customer Identification Technology

A Leading International Defense Ministry Awarded BIO-key $500k in Follow-On Orders for Biometric User Authentication

British Columbia Added 10,000 Users to its BIO-key Biometric Solution Deployment for Sign-on and Physical Access Control

BIO-key’s PortalGuard Identity and Access Management Solution and Identity-Bound Biometrics Became Available on the Amazon Web Services (AWS) Marketplace

Williamsburg, VA advanced its Zero Trust initiative with BIO-key’s Identity-Bound Biometrics.

BIO-key Raised $1.9M in Gross Proceeds via Warrant Inducement

 

Commentary

BIO-key CEO, Mike DePasquale commented, “We had a very productive third quarter, with revenue increasing 18% year-over-year and $1M compared to Q2’24, supported by license fee revenue which rose to $1.4M in Q3’24 from $1.0M in Q3’23. Our Q3’24 revenues reflected strength in orders from existing customers who are expanding their deployment of BIO-key solutions. This momentum continued into Q4 with an exciting order from a long-time foreign financial services customer to utilize our biometric identification technology for customer identification within their branches.

 

 

 

“This firm has already enrolled the fingerprint biometrics of over 25M of its customers using BIO-key technology as part of its know your customer (KYC) process. They are now upgrading to BIO-key’s “fingerprint only” identification solution which will enable them to identify each of their customers with just a fingerprint scan, eliminating the need for a bank card, account or ID number. This highly secure and efficient identification approach is expected to save an estimated thirty seconds per client encounter, benefiting both customers and bank personnel.

 

“We believe this is one of the world’s largest deployments of one-to-many biometric technology in a private commercial or enterprise setting, as compared to one-to-one matching of a fingerprint scan with a biometric associated with an account, ID number or card. Working with the client and our partner at AWS, we intend to publish a more detailed whitepaper on this deployment to fully explain the unique benefits our advanced biometric identity solutions can provide to other enterprises. We are of course very excited about this large-scale adoption of our technology and look to leverage the value and benefits of use in this example for our direct and Channel Alliance Partner (CAP) sales programs.

 

“Given the nature of our size and the timing and impact of larger customer orders, we do expect our performance to vary on a quarter-to-quarter basis as we build a growing base of high-margin, annually recurring revenue streams from software licenses and services. We expect full year 2024 revenues to meet or exceed the $7.75M achieved in 2023, and we continue to pursue opportunities to lower our overhead and variable costs, as we progress the business toward positive operating cash flow and profitability in the coming quarters. Additionally, we continue to seek potential strategic opportunities that can leverage our core strengths and business platform to create value for our shareholders.

 

“From a financial perspective, we were able to raise $1.9M during the third quarter through a warrant inducement agreement, pursuant to which an existing institutional investor exercised warrants to purchase 1,030,556 BIO-key shares at $1.85 per share. Reflecting these proceeds, our cash position improved to $1.8M at close of Q3’24 vs. $0.5M at year end 2023.”

 

Financial Results

BIO-key’s Q3’24 revenues increased 18% to $2.1M from $1.8M in Q3’23. License revenue increased $491,000 or 52% to $1.4M and hardware sales increased 56% to $436,000, as several long-term customers expanded their license deployments and purchased additional biometric readers. Declines in recurring and non-recurring service revenues of $320,522 stemmed from the loss of one large recurring service agreement and one large customization customer from the prior-year period. For the nine months ended September 30, 2024, revenues were $5.5M compared to $5.9M in the comparable 2023 period, as increased license fees and hardware revenue was offset by lower service revenues.

 

Q3’24 Gross profit was $1.7M (78.3% gross margin) versus $0.3M (18.7% gross margin) in Q3’23, primarily reflecting the impact of a $1M hardware reserve in Q3’23, a higher proportion of high margin license fee revenue in Q3’24, and lower costs to support deployments, including license fees for third-party software included in BIO-key’s Swivel Secure offerings.

 

BIO-key trimmed operating expenses by $46,000 in Q3’24 versus Q3’23, reflecting reductions in administration expenses, including lower headquarters expense, sales personnel costs, and marketing show expenses, partially offset by an increase in professional services, principally related to the Company’s financing activities. Also offsetting lower SG&A costs was a $122,000 increase in research, development and engineering expense due to increased personnel costs to support new product development.

 

 

 

Reflecting higher revenue and gross profit and flat operating expenses, BIO-key’s net loss improved to $0.7M, or $0.39 per share, in Q3’24, from a net loss of $1.8M, or $3.22 per share, in Q3’23. Likewise, BIO-key reduced its net loss for the first nine months of 2024 to $2.9M, or $1.69 per share, compared to a net loss of $6.1M, or $10.79 per share, in the first nine months of 2023. Q3’23 results included the hardware reserve of $1.0M and the first nine months of 2023 included a hardware reserve of $2.5M.

 

Balance Sheet

At September 30, 2024, BIO-key had current assets of approximately $4.6M, including $1.8M of cash and cash equivalents, $2.0M of net accounts receivable and due from factor, and $387,000 of inventory. This compares to current assets of $2.6M at December 31, 2023, including approximately $511,000 of cash equivalents, $1.3M of net accounts receivable and due from factor, and $446,000 of inventory.

 

Conference Call Details

Date / Time: Friday, November 15th at 10 a.m. ET
Call Dial In #: 1-877-418-5460 U.S. or 1-412-717-9594 Int’l
Live Webcast / Replay: Webcast & Replay Link – Available for 3 months.
Audio Replay: 1-877-344-7529 U.S. or 1-412-317-0088 Int’l; code 7307131

 

About BIO-key International, Inc. (www.BIO-key.com)

BIO-key is revolutionizing authentication and cybersecurity with biometric-centric, multi-factor identity and access management (IAM) software securing access for over forty million users. BIO-key allows customers to choose the right authentication factors for diverse use cases, including phoneless, tokenless, and passwordless biometric options. Its hosted or on-premise PortalGuard IAM solution provides cost-effective, easy-to-deploy, convenient, and secure access to computers, information, applications, and high-value transactions.

 

 

 

BIO-key Safe Harbor Statement

All statements contained in this press release other than statements of historical facts are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 (the "Act"). 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 to satisfy working capital needs; 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; delays in the development of products, the commercial, reputational and regulatory risks to our business that may arise as a consequence the restatement of our financial statements, including any consequences of non-compliance with Securities and Exchange Commission and Nasdaq periodic reporting requirements; our temporary loss of the use of a Registration Statement on Form S-3 to register securities in the future; if we fail to increase our stockholders’ equity to at least $2.5 million, our common stock will be delisted from the Nasdaq Capital Market which could negatively impact the trading price of our common stock and impair our ability to raise capital, any disruption to our business that may occur on a longer-term basis should we be unable to remediate during fiscal year 2024 certain material weaknesses in our internal controls over financial reporting, 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, 2023 and other filings with the SEC. 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.

 

Engage with BIO-key

Facebook – Corporate: https://www.facebook.com/BIOkeyInternational/
LinkedIn – Corporate: https://www.linkedin.com/company/bio-key-international
X – Corporate: @BIOkeyIntl
X – Investors: @BIO_keyIR
StockTwits: BIO_keyIR

 

Investor Contacts

William Jones, David Collins

Catalyst IR

BKYI@catalyst-ir.com or 212-924-9800

 

 

 

 

BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2024

   

2023

   

2024

   

2023

 

Revenues

                               

Services

  $ 267,371     $ 587,893     $ 764,062     $ 1,740,880  

License fees

    1,441,011       950,015       4,165,669       3,764,342  

Hardware

    436,422       279,200       537,562       424,582  

Total revenues

    2,144,804       1,817,108       5,467,293       5,929,804  

Costs and other expenses

                               

Cost of services

    110,723       125,039       322,957       639,996  

Cost of license fees

    146,732       253,891       443,384       1,022,919  

Cost of hardware

    207,655       97,674       260,684       240,074  

Cost of hardware - reserve

    -       1,000,000       -       2,500,000  

Total costs and other expenses

    465,110       1,476,604       1,027,025       4,402,989  

Gross profit

    1,679,694       340,504       4,440,268       1,526,815  
                                 

Operating Expenses

                               

Selling, general and administrative

    1,607,925       1,776,305       5,332,764       5,851,201  

Research, development and engineering

    652,174       529,757       1,850,929       1,778,097  

Total Operating Expenses

    2,260,099       2,306,062       7,183,693       7,629,298  

Operating loss

    (580,405 )     (1,965,558 )     (2,743,425 )     (6,102,483 )

Other income (expense)

                               

Interest income

    2       5,917       53       5,944  

Loss on foreign currency transactions

    -       -       -       (15,000 )

Loan fee amortization

    (60,000 )     -       (64,000 )     -  

Change in fair value of convertible note

    -       167,283       -       264,706  

Interest expense

    (98,556 )     (45,655 )     (108,823 )     (159,380 )

Total other income (expense), net

    (158,554 )     127,545       (172,770 )     96,270  
                                 

Loss before provision for income tax

    (738,959 )     (1,838,013 )     (2,916,195 )     (6,006,213 )
                                 

Provision for (income tax) tax benefit

    -       189       -       (142,811 )
                                 

Net loss

  $ (738,959 )   $ (1,837,824 )   $ (2,916,195 )   $ (6,149,024 )
                                 

Comprehensive loss:

                               

Net loss

  $ (738,959 )   $ (1,837,824 )   $ (2,916,195 )   $ (6,149,024 )

Other comprehensive income (loss) – Foreign currency translation adjustment

    89,933       35,364       51,878       127,394  

Comprehensive loss

  $ (649,026 )   $ (1,802,460 )   $ (2,864,317 )   $ (6,021,630 )
                                 

Basic and Diluted Loss per Common Share

  $ (0.40 )   $ (3.22 )   $ (1.83 )   $ (10.79 )
                                 

Weighted Average Common Shares Outstanding:

                               

Basic and diluted

    1,833,047       570,753       1,596,029       569,882  

 

All BIO-key shares issued and outstanding for all periods reflect BIO-key’s 1-for-18 reverse stock split, which was effective December 21, 2023.

 

 

 

BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

September 30,

   

December 31,

 
   

2024

   

2023

 
   

(Unaudited)

         

ASSETS

               

Cash and cash equivalents

  $ 1,801,137     $ 511,400  

Accounts receivable, net

    1,930,258       1,201,526  

Due from factor

    49,018       99,320  

Inventory

    386,944       445,740  

Prepaid expenses and other

    382,866       364,171  

Total current assets

    4,550,223       2,622,157  

Equipment and leasehold improvements, net

    162,551       220,177  

Capitalized contract costs, net

    430,596       229,806  

Deposits and other assets

    7,975       -  

Operating lease right-of-use assets

    73,637       36,905  

Intangible assets, net

    1,174,721       1,407,990  

Total non-current assets

    1,849,480       1,894,878  

TOTAL ASSETS

  $ 6,399,703     $ 4,517,035  
                 

LIABILITIES

               

Accounts payable

  $ 1,564,654     $ 1,316,014  

Accrued liabilities

    1,254,415       1,305,848  

Note payable

    2,164,693       -  

Government loan – BBVA Bank, current portion

    141,854       138,730  

Deferred revenue, current

    719,846       414,968  

Operating lease liabilities, current portion

    24,545       37,829  

Total current liabilities

    5,870,007       3,213,389  

Deferred revenue, long term

    240,664       28,296  

Deferred tax liability

    22,998       22,998  

Government loan – BBVA Bank – net of current portion

    83,901       188,787  

Operating lease liabilities, net of current portion

    49,091       -  

Total non-current liabilities

    396,654       240,081  

TOTAL LIABILITIES

    6,266,661       3,453,470  
                 

Commitments and Contingencies

               
                 

STOCKHOLDERS EQUITY

               
                 

Common stock — authorized, 170,000,000 shares; issued and outstanding; 3,109,288 and 1,032,777 of $.0001 par value at September 30, 2024 and December 31, 2023, respectively

    311       103  

Additional paid-in capital

    127,981,436       126,047,851  

Accumulated other comprehensive loss

    74,699       22,821  

Accumulated deficit

    (127,923,404 )     (125,007,210 )

TOTAL STOCKHOLDERS EQUITY

    133,042       1,063,565  

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

  $ 6,399,703     $ 4,517,035  

 

All BIO-key shares issued and outstanding for all periods reflect BIO-key’s 1-for-18 reverse stock split, which was effective December 21, 2023.

 

 

 

BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   

Nine Months Ended September 30,

 
   

2024

   

2023

 
                 

CASH FLOW FROM OPERATING ACTIVITIES:

               

Net loss

  $ (2,916,195 )   $ (6,149,024 )

Adjustments to reconcile net loss to net cash used for operating activities:

               

Depreciation

    69,115       38,213  

Amortization of intangible assets

    233,269       217,978  

Change in fair value of convertible note

    -       (264,706 )

Amortization of capitalized contract costs

    128,953       126,057  

Amortization of Note Payable

    64,000       -  

Reserve for inventory

    (98,875 )     2,500,000  

Operating leases right-of-use assets

    (58,950 )     146,890  

Share and warrant-based compensation for employees and consultants

    162,614       163,584  

Stock based directors’ fees

    9,003       39,006  

Deferred income tax benefit

    -       (20,000 )

Bad debts

    -       550,000  

Change in assets and liabilities:

               

Accounts receivable

    (398,753 )     (434,989 )

Due from factor

    50,302       (13,072 )

Capitalized contract costs

    (329,743 )     (107,336 )

Deposits

    (7,975 )     -  

Inventory

    58,796       145,156  

Prepaid expenses and other

    (18,695 )     (51,831 )

Accounts payable

    248,640       488,417  

Accrued liabilities

    (51,433 )     327,131  

Income taxes payable

    -       62,811  

Deferred revenue

    517,246       128,253  

Operating lease liabilities

    (60,827 )     (154,460 )

Net cash used in operating activities

    (2,399,508 )     (2,261,922 )

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Capital expenditures

    (23,047 )     -  

Net cash used in investing activities

    (23,047 )     -  

CASH FLOW FROM FINANCING ACTIVITIES:

               

Proceeds from Note Payable

    2,000,000       -  

Offering costs

    (147,862 )     (25,434 )

Proceeds for exercise of warrants

    1,908,099       -  

Receipt of cash from Employee stock purchase plan

    1,939       13,934  

Repayment of government loan

    (101,762 )     (113,885 )

Net cash used in financing activities

    3,660,414       (125,385 )
                 

Effect of exchange rate changes

    51,878       58,871  
                 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

    1,289,737       (2,328,436 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

    511,400       2,635,522  

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $ 1,801,137     $ 307,086  

 

All BIO-key shares issued and outstanding for all periods reflect BIO-key’s 1-for-18 reverse stock split, which was effective December 21, 2023.

 

 
v3.24.3
Document And Entity Information
Nov. 14, 2024
Document Information [Line Items]  
Entity, Registrant Name BIO-key International, Inc.
Document, Type 8-K
Document, Period End Date Nov. 14, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 1-13463
Entity, Tax Identification Number 41-1741861
Entity, Address, Address Line One 101 Crawfords Corner Road
Entity, Address, Address Line Two Suite 4116
Entity, Address, City or Town Holmdel
Entity, Address, State or Province NJ
Entity, Address, Postal Zip Code 07733
City Area Code 732
Local Phone Number 359-1100
Title of 12(b) Security Common Stock
Trading Symbol BKYI
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001019034

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