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): December 27, 2016

 

BIO-KEY INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

001-13463

41-1741861

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

 

3349 Highway 138, Building A, Suite E

Wall, NJ 07719

(Address of principal executive offices) (Zip Code)

 

(732) 359-1100

(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 ( 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 the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 

   

Item 5.03     Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.

 

As previously reported in BIO-key International, Inc.’s (the “Company,” “we” or “us”) Current Report on Form 8-K, on January 27, 2016, the Company’s stockholders approved an amendment to our Certificate of Incorporation to effect a reverse stock split of our common stock in the range of 1-for-4 to 1-for-12, with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse split to be determined by our board of directors (the “Board”), in its discretion, no later than December 30, 2016.

 

On December 12, 2016, our Board set the reverse split ratio at 1-for-12 and on December 27, 2016, we filed a Certificate of Amendment to effect the reverse stock split. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein. Our common stock will begin trading on the OTCQB on a split-adjusted basis on December 29, 2016 under a new CUSIP number 09060C309. Our ticker symbol will temporarily be appended with “D” to signify the effectiveness of the reverse split for a period of 20 days.

 

At the effective time of the 1-for-12 reverse stock split, every 12 shares of issued and outstanding common stock will be converted into 1 share of issued and outstanding stock, and the total outstanding shares of common stock will be reduced from approximately 73.1 million to approximately 6.1 million. The number of authorized shares and the par value per share will remain unchanged. No fractional shares will be issued in connection with the reverse stock split. Any fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share. It is not necessary for stockholders to exchange their existing stock certificates for new stock certificates in connection with the reverse stock split. Stockholders who hold their shares in brokerage accounts or "street name" are also not required to take any action to effect the exchange of their shares.

 

Item 8.01     Other Events

 

On December 28, 2016, we issued a press release announcing the effectiveness of the reverse split, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01     Financial Statements and Exhibits.

 

3.1     Certificate of Amendment

99.1     Press Release dated December 28, 2016

 

 

 
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: December 28, 2016

By:

/s/  Cecilia C. Welch

 

 

 

Cecilia C. Welch

 

 

 

Chief Financial Officer

 

 

3

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

BIO-KEY INTERNATIONAL, INC.

  ________________

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware  

________________

   

BIO-key International, Inc., a Delaware corporation (the “ Corporation ”), does hereby certify as follows:

 

FIRST: Upon the filing and effectiveness (the “ Effective Time ”) pursuant to the General Corporation Law of the State of Delaware (the “ DGCL ”) of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each twelve (12) shares of the Corporation’s common stock, par value $0.0001 per share (the “ Common Stock ”), issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional interests as described below. Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the reverse stock split. Stockholders of record who otherwise would be entitled to receive fractional shares, will be entitled to rounding up of their fractional share to the nearest whole share. No stockholder will receive cash in lieu of fractional shares. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (the “ Old Certificates ”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the adjustment for fractional shares as described above.

 

The following paragraphs shall be inserted at the end of Article FOURTH:

 

Upon the filing and effectiveness (the “ Effective Time ”) pursuant to the General Corporation Law of the State of Delaware (the “ DGCL ”) of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each twelve (12) shares of the Corporation’s common stock, par value $0.0001 per share (the “ Common Stock ”), issued and outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional interests as described below. Notwithstanding the immediately preceding sentence, no fractional shares will be issued in connection with the reverse stock split. Stockholders of record who otherwise would be entitled to receive fractional shares, will be entitled to rounding up of their fractional share to the nearest whole share. No stockholder will receive cash in lieu of fractional shares. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (the “ Old Certificates ”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the adjustment for fractional shares as described above.

 

 
 
 

   

SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the DGCL.

 

THIRD: This Certificate of Amendment shall become effective upon filing.

 

[signature page follows]

 

 

 
 
 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its undersigned officer this 27 th day of December, 2016.

     

 

BIO-KEY INTERNATIONAL, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/  Michael W. DePasquale

 

 

 

Michael W. DePasquale

 

 

 

Chief Executive Officer

 

 

Exhibit 99.1

   

   

Seeking to Position its Shares for Nasdaq Uplisting, Biometric ID Provider

BIO-key to Effect 1 -for-1 2 Reverse Stock Sp lit

 

Wall, NJ, December 28, 2016 – BIO-key International, Inc. ( OTCQB: BKYI ), a trusted provider of enterprise and consumer biometric software and hardware authentication solutions, announced that its Board of Directors has approved a 1-for-12 reverse split of the Company's common stock. The reverse stock split, which was approved by shareholders earlier this year, is intended to increase the average share price of BIO-key’s common stock, in support of the Company’s plans to seek uplisting to The Nasdaq Capital Market. BIO-key has filed a listing application with Nasdaq and plans to pursue such listing as soon as it is able to meet all initial listing criteria, particularly the $3.00 minimum bid price requirement.

 

Trading of the Company's common stock on the OTCQB Market will continue, on a post-split basis, with the opening of markets on Thursday, December 29, 2016, under the temporary trading symbol "BKYID" and under the new CUSIP number 09060C309. The trading symbol would revert to "BKYI" after 20 business days.

 

Every twelve (12) shares held will be combined into one (1) new share of BIO-key common stock. In lieu of fractional shares, shareholders will receive a rounded up new share of BIO-key Common stock. Except for those with pre-split share ownership of eleven shares or fewer, shareholders’ percentage ownership in the Company will remain virtually unchanged as a result of the reverse split. Pro rata adjustments will also be made to BIO-key's restricted stock, convertible preferred stock, warrants and stock option programs.

 

Following completion of the reverse split, BIO-key’s common shares issued and outstanding will be reduced to approximately 6.1 million (from approximately 73.1 million) and the Company’s adjusted common shares outstanding, giving effect to the conversion of the Company’s convertible preferred stock, will be approximately 11.5 million. BIO-key’s total authorized shares remain 170 million following the reverse split.

 

Mike DePasquale, BIO-key Chairman and CEO said, "Having secured shareholder approval at the beginning of the year, we are excited to execute the reverse split which is a major step in our efforts to uplist our common stock on The Nasdaq Capital Market. We believe that the reverse split will also provide the Company with renewed flexibility with respect to funding our growth or using our equity to pursue synergistic M&A activity.

 

While we cannot be certain of the outcome of our uplisting process, the Board believes BIO-key’s visibility, long term goals and corporate brand are far better served both by a higher share price and the potential for a higher profile listing on Nasdaq. We believe these factors will help expand the potential pool of investors who would be able to consider an investment in BIO-key, while also supporting the growing visibility of our software and hardware products and the BIO-key brand.”

 

 

 
 
 

 

To support its investor visibility and uplisting efforts, BIO-key has retained the services of Maxim Group LLC, a New York-based investment bank.

 

About BIO-key ( www.bio-key.com )

BIO-key is revolutionizing authentication as our easy-to-use biometric solutions enable convenient and secure access to information and financial transactions. We eliminate passwords, PINs, tokens and cards and make it easy for enterprises and consumers to secure their devices as well as information in the cloud. Our premium finger scanning devices SideTouch , SideSwipe and EcoID offer market-leading quality, performance and price.

 

About Maxim Group LLC

Maxim Group LLC is a leading full service banking, securities and wealth management firm headquartered in New York. The Firm provides a full array of financial services including investment banking, private wealth management; and global institutional equity, fixed income and derivative sales and trading, equity research and prime brokerage services to a diverse range of corporate clients, institutional investors and high net worth individuals, Maxim Group is a registered broker-dealer with the U.S. Securities and Exchange Commission and Municipal Securities Rulemaking Board (MSRB), and is a member of the following: Financial Industry Regulatory Authority (FINRA). Securities Insurance Protection Corporation (SIPC), NASDAQ Stock market and NYSE Arca, Inc. To learn more about Maxim Group, visit www.maximgrp.com.

 

BIO-key Safe Harbor Statement

Certain statements contained in this press release may be construed as "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 subject to certain risks and uncertainties that may cause actual results to differ materially from those projected on the basis of these statements. These risks and uncertainties include, without limitation, our history of losses and limited revenue, our ability to develop new products and evolve existing ones, market acceptance of biometric solutions generally and our specific offerings, our ability to expand into the Asian market, the impact on our business of the recent financial crisis in the global capital markets and negative global economic trends, and our ability to attract and retain key personnel. For a more complete description of these and other risk factors that may affect the future performance of BIO-key International, Inc., see "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2015 and its 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. The Company undertakes no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances after the date made.

 

 

Investor & Media Contacts:

David Collins, William Jones

Catalyst Global
212-924- 9800 bkyi@catalyst-ir.com