false 0001019034 0001019034 2024-06-17 2024-06-17
 
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): June 17, 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 June 17, 2024 BIO-key International, Inc. (the “Company”) issued a press release announcing its financial results for its first quarter of fiscal year 2024. A copy of the press release issued by the Company on June 17, 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:
 
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: June 17, 2024
By:
/s/ Cecilia C. Welch
Cecilia C. Welch
Chief Financial Officer
 
 

 
EXHIBIT INDEX
 
  Exhibit No.   Description
     
 
99.1
Press Release, dated June 17, 2024 issued by the Company.
 
 
 

Exhibit 99.1

 

biokey.jpg
 
Identity and Access Management Software Provider BIO-key Reports Q124 Revenue of $2.2M and Positive Operating Cash Flow; Hosts Investor Call Tuesday, 10am ET

 

Holmdel, NJ June 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 first quarter ended March 31, 2024 (Q1’24). Note, BIO-key’s results for the first three quarters of 2023 were restated at year-end and filed with the Company’s 2023 Form 10-K, and as a result Q1’23 comparisons in this release have been restated. BIO-key will host an investor call Tuesday, June 18th at 10:00am ET (details below).

Q1 Financial Highlights

 

 

Q1’24 revenues of $2.2M were in line with Q1’23 and increased 19.5% from Q4’23 revenues of $1.8M

 

Gross profit increased to $1.9M (86.3% gross margin) from $0.9M (40% gross margin) in Q1’23, reflecting the impact of a Q1’23 $0.5M hardware inventory reserve, as well as higher software license fees in Q1’23 due to higher royalty payments on third-party software solutions.

 

Operating expenses were reduced over $0.2M in Q1’24 versus Q1’23, reflecting ongoing cost management initiatives.

 

BIO-key reported a Q1’24 net loss of $0.5M compared to a net loss of $1.7M in Q1’23

 

Cash generated from operating activities improved to $0.3M in Q1’24 vs. a $1.9M cash used in Q1’23, principally reflecting the benefit of a $1.5M cash payment in Q1’24 for 2-year extension/expansion of biometric technology license with a long-term financial services customer.

 

Other Recent Software Deployments:

 

 

Fargo, ND and Junction City, KS Chose PortalGuard with Biometric Authentication

 

Bridgetown, Barbados Credit Union Selected PortalGuard with Biometrics for Shared Workstations

 

Commentary

 

BIO-key CEO, Mike DePasquale commented, “BIO-key delivered solid progress in Q1’24, achieving positive cash flow from operations in the period, on revenue of $2.2M, representing a 19.5% increase over Q4’23 and roughly flat with the year-ago period. The current-year period benefitted from the expanded deployment of BIO-key’s biometric client identification system used by a long-standing financial services client. We also further trimmed operating expenses during Q1’24, contributing to our improved bottom-line performance.

 

“We remain focused on driving revenue growth and progressing our business to profitability and positive cash flow over the next several quarters. We are encouraged by the traction building within our global Channel Alliance Partner program and with the larger-scale customer dialogues in which we are engaged through our in-house direct sales effort. We believe the cybersecurity landscape continues to provide a compelling backdrop for our company, as we expect it will generate increased demand for secure, zero-trust Identity and Access Management solutions that are the core of our offerings.

 

“Tailwinds that we expect to support our growth include a growing proportion of enterprises that are moving IT infrastructure to the cloud as well as increasingly stringent regulatory standards as well as cyber insurance underwriting requirements, much of which are now mandating multi-factor authentication or passwordless security solutions that BIO-key is well positioned to provide on a very competitive basis.

 

 

 

“We are also very bullish on the growth potential for passkey authentication this year and going forward. We entered this market with the recent launch of Passkey:YOU – BIO-key’s unique passwordless authentication solution that leverages our strength in biometric security to deliver secure passkeys without the use of phones or hardware tokens.

 

“We continue to pursue large enterprise opportunities through our direct sales channel, looking to build on recent successes in this area. We are also working to support our global channel partners in developing new customer opportunities to further build our end-user base. Our efforts have forged a growing base of high-margin annually recurring revenues (ARRs) and believe there is substantial potential to grow our ARR base moving forward. At the same time, we will continue to pursue cost reduction opportunities to accelerate our path to profitability and positive cash flow. We are also working to identify potential strategic opportunities to leverage our growing global base of customers to accelerate shareholder value creation. For these and other reasons, we believe BIO-key is well-positioned for the future.”

 

Financial Results

 

Q1’24 revenues of $2.2M were in line with similarly strong Q1’23 revenues. The current-year period was positively impacted by the expanded use of BIO-key’s biometric client identification system by a long-time financial services customer in South Africa. One large order from this customer in Q1’24 was the primary driver of a 23.6% increase in license fee revenues, offset by a decline in recurring and custom services and hardware revenue. Services revenue decreased due to the loss of one large service agreement and the absence of a large customer for Swivel Secure customizations and upgrades, which had occurred in Q1’23.

 

Gross profit grew over 100% to $1.9M in Q1’24 from $0.9M in Q1’23, reflecting the impact of $0.5M hardware reserve in Q1’23, as well as higher software license fee costs in Q1’23 related to royalty payments resulting from higher sales of our third-party Swivel Secure offerings. As a result, gross profit margin improved to 86% in Q1’24 vs. 40% in Q1’23, which includes a hardware reserve expense. Q1’24 gross margin also increased due to a revenue mix that included more high-margin license fee revenue.

 

Total operating expenses were reduced by approximately $0.2M or 9%, to $2.4M in Q1’24 from $2.6M in Q1’23, due to lower selling, general and administrative costs (SG&A) and lower research, development and engineering expenses (RD&E). SG&A decreased $148,759 (8%) to $1.8M in Q1’24, due to reductions in administration, sales personnel costs and marketing show expenses, including lower lease expense for our NJ headquarters versus Q1’23, partially offset by higher audit and reporting expenses. In Q3 of 2023, we were able to downsize our corporate headquarters, as many of our team now work remotely, which benefitted Q1’24 vs. Q1’23. RD&E also declined by $82,638 (12%) to $607,521, due to reductions in personnel, related benefits and outside services expenses.

 

Reflecting revenue strength and lower operating costs, BIO-key trimmed its net loss by 70% to $510,285, or $0.32 per share, in Q1’24 from $1.7M, or $3.51 per share, in Q1’23.

 

Balance Sheet

 

At March 31, 2024, BIO-key had current assets of approximately $2.3M, including $690,449 of cash and cash equivalents, $710,026 of net accounts receivable and due from factor, and $440,194 of inventory.

 

Conference Call Details

 

Date / Time: Tuesday, June 18th 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 1988012

        

 

 

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 (“SEC”) 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; 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
Twitter – Corporate: @BIOkeyIntl
Twitter – 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

 
   

March 31,

 
   

2024

   

2023

 

Revenues

               

Services

  $ 213,122     $ 532,522  

License fees

    1,950,434       1,578,556  

Hardware

    17,647       72,689  

Total revenues

    2,181,203       2,183,767  

Costs and other expenses

               

Cost of services

    138,849       154,801  

Cost of license fees

    148,221       620,881  

Cost of hardware

    12,573       44,592  

Cost of hardware - reserve

    -       500,000  

Total costs and other expenses

    299,643       1,320,274  

Gross profit

    1,881,560       863,493  
                 

Operating Expenses

               

Selling, general and administrative

    1,782,973       1,931,732  

Research, development and engineering

    607,521       690,159  

Total Operating Expenses

    2,390,494       2,621,891  

Operating loss

    (508,934 )     (1,758,398 )

Other income (expense)

               

Interest income

    5       4  

Loss on foreign currency transactions

    -       (15,000 )

Change in fair value of convertible note

    -       141,991  

Interest expense

    (1,356 )     (56,919 )

Total other income (expense), net

    (1,351 )     70,076  
                 

Loss before provision for income tax

    (510,285 )     (1,688,322 )
                 

Provision for (income tax) tax benefit

    -       -  
                 

Net loss

  $ (510,285 )   $ (1,688,322 )
                 

Comprehensive loss:

               

Net loss

  $ (510,285 )   $ (1,688,322 )

Other comprehensive income (loss) – Foreign currency translation adjustment

    (62,275 )     72,146  

Comprehensive loss

  $ (572,560 )   $ (1,616,176 )
                 

Basic and Diluted Loss per Common Share

  $ (0.32 )   $ (3.51 )
                 

Weighted Average Common Shares Outstanding:

               

Basic and diluted

    1,615,323       480,833  

 

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

 

   

March 31,

   

December 31,

 
   

2024

   

2023

 
   

(Unaudited)

         

ASSETS

               

Cash and cash equivalents

  $ 690,449     $ 511,400  

Accounts receivable, net

    701,776       1,201,526  

Due from factor

    8,250       99,320  

Inventory

    440,194       445,740  

Prepaid expenses and other

    427,685       364,171  

Total current assets

    2,268,354       2,622,157  

Equipment and leasehold improvements, net

    198,238       220,177  

Capitalized contract costs, net

    349,145       229,806  

Operating lease right-of-use assets

    23,220       36,905  

Intangible assets, net

    1,329,985       1,407,990  

Total non-current assets

    1,900,588       1,894,878  

TOTAL ASSETS

  $ 4,168,942     $ 4,517,035  
                 

LIABILITIES

               

Accounts payable

  $ 1,212,071     $ 1,316,014  

Accrued liabilities

    1,189,520       1,305,848  

Government loan – BBVA Bank, current portion

    135,835       138,730  

Deferred revenue, current

    755,405       414,968  

Operating lease liabilities, current portion

    23,797       37,829  

Total current liabilities

    3,316,628       3,213,389  

Deferred revenue, long term

    143,727       28,296  

Deferred tax liability

    22,998       22,998  

Government loan – BBVA Bank – net of current portion

    149,861       188,787  

Total non-current liabilities

    316,586       240,081  

TOTAL LIABILITIES

    3,633,214       3,453,470  
                 

Commitments and Contingencies

               
                 

STOCKHOLDERS EQUITY

               
                 

Common stock — authorized, 170,000,000 shares; issued and outstanding; 1,814,414 and 1,032,777 of $.0001 par value at March 31, 2024 and December 31, 2023, respectively

    181       103  

Additional paid-in capital

    126,092,496       126,047,851  

Accumulated other comprehensive loss

    (39,454 )     22,821  

Accumulated deficit

    (125,517,495 )     (125,007,210 )

TOTAL STOCKHOLDERS EQUITY

    535,728       1,063,565  

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

  $ 4,168,942     $ 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)

 

   

Three Months Ended March 31,

 
   

2024

   

2023

 
                 

CASH FLOW FROM OPERATING ACTIVITIES:

               

Net loss

  $ (510,285 )   $ (1,688,322 )

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

               

Depreciation

    23,808       13,242  

Amortization of intangible assets

    78,005       81,237  

Change in fair value of convertible note

    -       (141,991 )

Amortization of capitalized contract costs

    38,665       37,529  

Reserve for inventory

    -       500,000  

Operating leases right-of-use assets

    13,686       66,132  

Share and warrant-based compensation for employees and consultants

    47,790       59,373  

Stock based directors’ fees

    9,003       12,002  

Bad debts

    100,000       -  

Change in assets and liabilities:

               

Accounts receivable

    399,749       (898,881 )

Due from factor

    91,070       (33,000 )

Capitalized contract costs

    (158,005 )     (8,739 )

Inventory

    5,545       6,554  

Prepaid expenses and other

    (63,513 )     2,219  

Accounts payable

    (116,012 )     88,040  

Accrued liabilities

    (104,257 )     (135,417 )

Deferred revenue

    455,868       178,755  

Operating lease liabilities

    (14,033 )     (67,544 )

Net cash provided by (used in) operating activities

    297,084       (1,928,811 )

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Capital expenditures

    (1,869 )     -  

Net cash used in investing activities

    (1,869 )     -  

CASH FLOW FROM FINANCING ACTIVITIES:

               

Deferred offering costs

    (13,470 )     -  

Proceeds for exercise of warrants

    1,400       -  

Repayment of government loan

    (41,821 )     (34,289 )

Net cash used in financing activities

    (53,891 )     (34,289 )
                 

Effect of exchange rate changes

    (62,275 )     49,913  
                 

NET DECREASE IN CASH AND CASH EQUIVALENTS

    179,049       (1,913,187 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

    511,400       2,635,522  

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $ 690,449     $ 722,335  

 

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.

 

 
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Document And Entity Information
Jun. 17, 2024
Document Information [Line Items]  
Entity, Registrant Name BIO-key International, Inc.
Document, Type 8-K
Document, Period End Date Jun. 17, 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, 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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