0001437749-20-017909.txt : 20200814 0001437749-20-017909.hdr.sgml : 20200814 20200814083050 ACCESSION NUMBER: 0001437749-20-017909 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200814 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20200814 DATE AS OF CHANGE: 20200814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIO KEY INTERNATIONAL INC CENTRAL INDEX KEY: 0001019034 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 411761861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13463 FILM NUMBER: 201101529 BUSINESS ADDRESS: STREET 1: 3349 HIGHWAY 138 STREET 2: BUIDING A, SUITE E CITY: WALL STATE: NJ ZIP: 07719 BUSINESS PHONE: 7323591100 MAIL ADDRESS: STREET 1: 3349 HIGHWAY 138 STREET 2: BUIDING A, SUITE E CITY: WALL STATE: NJ ZIP: 07719 FORMER COMPANY: FORMER CONFORMED NAME: SAC TECHNOLOGIES INC DATE OF NAME CHANGE: 19961115 8-K 1 bkyi20200814_8k.htm FORM 8-K bkyi20200814_8k.htm

 

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): August 14, 2020

 

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.)

 

3349 Highway 138, Building A, Suite E

Wall, NJ 07719

(Address of principal executive offices)

 

(732359-1100

(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 August 14, 2020, BIO-key International, Inc. (the “Company”) issued a press release announcing its financial results for its second quarter 2020. A copy of the press release issued by the Company on August 14, 2020 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       Press Release, dated August 14, 2020, issued by the Company.

 

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: August 14, 2020      
  By: /s/ Cecilia C. Welch  
    Cecilia C. Welch  
    Chief Financial Officer  

 

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

 

99.1

Press Release, dated August 14, 2020 issued by the Company.

 

 

 

 
EX-99.1 2 ex_199685.htm EXHIBIT 99.1 ex_199685.htm

Exhibit 99.1

 

 

BIO-key Reports Q2 Results and a Post-Recapitalization

Cash Position of Approximately $18M - Investor Webcast Today at 10am ET

 

WALL, NJ – August 14, 2020 - BIO-key International, Inc. (Nasdaq: BKYI), an innovative provider of biometric and other multi-factor identity and access management (IAM) solutions for strong, convenient user authentication and large-scale identity applications, today reported results for its second quarter ended June 30, 2020 (Q2’20). BIO-key will host a conference call today at 10:00 a.m. ET (details below) to review its results and outlook.

 

Recent Highlights:

 

BIO-key expanded its multi-factor identity and access management solution suite with purchase of PortalGuard® developer PistolStar. PortalGuard is an enterprise multifactor authentication and single sign-on platform deployed and used by millions of users at hundreds of customers around the world. The $2.5M transaction closed on June 30.

 

BIO-key’s Channel Alliance Program, launched in September 2019, has expanded to now include 40 partners.

 

Manny Alia, an Africa-focused business development and management consultant and former JPMorgan Chase executive, was added to BIO-key’s Board of Directors. Mr. Alia played an instrumental role in guiding BIO-key’s business development and partnership initiatives in Africa.

 

BIO-key completed a $24.8 million underwritten public offering of 38.2M shares of common stock and equivalents and an equal number of five-year warrants (exercisable at $0.65) at a combined price of $0.65. The offering closed on July 23rd.

 

BIO-key’s biometric solution to secure access to voter registration data was selected for state-wide deployment across 36 counties of a West Coast state, building the solution’s U.S. footprint.

 

A multinational agriculture company rolled-out an initial deployment of BIO-key’s biometric software solutions and PIV-pro finger print readers to secure system access by their workers at its California facility, with plans to deploy the second location in the next two months.

 

A foreign national bank selected BIO-key’s WEB-key, ID Director for Windows software and EcoID® and SideSwipe® fingerprint readers for its office in Sydney, Australia to protect access to the bank’s internal data. WEB-key’s patented secure, one-to-many cloud authentication capabilities represented a compelling differentiator for the bank, which was seeking to provide secure access for roving users utilizing shared workstations.

 

BIO-key’s PortalGuard multifactor authentication solution has been deployed recently by multiple educational institutions and other enterprises across the country.

 

BIO-key CEO Michael DePasquale commented, “As anticipated, Q2 was a very challenging period from a revenue standpoint as most software and hardware procurement decision-making was put on hold as government and enterprise customers responded to the COVID-19 pandemic. BIO-key used this period to advance our strategic goals of expanding the breadth of our software solutions, building out our team and infrastructure in Africa, and laying the groundwork for a complete recapitalization of our Company which we completed in July. We believe these initiatives have positioned us well for long term success.

 

“The acquisition of PortalGuard’s parent company PistolStar was completed on June 30, 2020, therefore, its contributions to our operating results will begin in the third quarter. This is a very exciting acquisition for BIO-key as it substantially expands our software offerings and our potential available market, while also bolstering our team in the key areas of sales, marketing and R&D as well as increasing our customer base, particularly in key verticals like higher education, financial services, and state and local government. We also believe there are considerable cross selling opportunities between the products and customer bases.

 

1

 

“Given the business uncertainty caused by the COVID-19 pandemic and its impact on the timing of large scale procurements such as our very large mass-ID programs in Africa, combined with our desire to invest in our business both via acquisition and by building out key teams, we moved to pursue a substantial recapitalization of our company during the second quarter, a process that was successfully concluded in July. The recapitalization allowed us to repay short-term note financings, fully-fund the PistolStar acquisition, and make focused investments in personnel and resources in our most promising areas, including BIO-key Africa. It has also put BIO-key on a very strong financial footing upon which to build our business allowing us to focus our full attention on growth initiatives rather than on working capital, while clearly demonstrating our financial strength to large customer prospects. Finally, during these periods of economic uncertainty, we recognize the importance of being well funded so that we are not only able to endure any challenges but also well positioned to take advantage of potential opportunities that might arise.

 

“We have begun to put some of this capital to use, by among other things, building out our team and infrastructure at our BIO-key Africa subsidiary. Initiation of two large scale contracts in Nigeria totaling $75M in anticipated revenue over approximately two years has been delayed due to COVID-19 shutdowns. Things are beginning to reopen and we are now engaged with both customers on planning for these projects, which we now believe will commence before year-end. At the same time, we are also working to extend dialogues on other Africa-based opportunities, however, we currently have limited visibility on the scope and potential timing of such projects.”

 

Q2 2020 Results

Q2’20 revenues declined to $307,000 from $728,000 in Q2’19, primarily due to the business interruption effects of COVID-19 and to lower hardware revenue related to BIO-key’s exit of the retail lock business.

 

Gross margin improved to 52% in Q2’20 versus 7% in Q2’19, primarily reflecting the elimination of $281,000 in non-cash software license amortization expense recorded in Q2’19 which did not recur in Q2’20.

 

Q2’20 operating expenses increased to $1.5 million from $1.4 million, reflecting the benefit of cost reduction efforts offset by a one-time non-cash warrant expense, as payment for professional services, and personnel restructuring charges for operations in China. BIO-key reported a Q2’20 operating loss of $1.4M compared to $1.3M in Q2’19.

 

BIO-key’s Q2’20 results reflect the benefit of $341,000 from a government grant [pursuant to the Cares Act PPP funding], offset by $542,000 of net interest expense for amortization of costs associated with the Company’s funding efforts, compared to net interest expense of $114,812 in Q2’19.

 

BIO-key reported net loss available to stockholders of $1.6M, or $0.08 per basic share, in Q2’20 compared to $1.4M, or $0.10 per basic share, in Q2’19. Weighted average basic shares outstanding were approximately 20.9M in Q2’20 compared 14.1M in the year ago second quarter.

 

Financial Strength

Subsequent to the close of the second quarter, BIO-key completed an underwritten public offering of common stock and equivalents plus warrants for gross proceeds of $24.8M. After giving effect to the payment of offering expenses, repayment of $4.23M in convertible notes, and the payment of approximately $0.5M in accounts payable, BIO-key had approximately $18M in cash as of August 3, 2020 and no outstanding debt, aside from the $500,000 note payable issued in connection with the acquisition of PistolStar.

 

2

 

Conference Call Details
Date / Time Today, Friday, August 14 at 10 a.m. ET
Call Dial In #: 1-877-418-5460 U.S. or 1-412-717-9594 International
Live Webcast / Replay: Investor Webcast & Replay – Available for 3 months.
Audio Replay: 1-877-344-7529 U.S. or 1-412-317-0088 Int’l; code 10147125

 

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

BIO-key is revolutionizing authentication with biometric centric, multi-factor identity and access management (IAM) solutions, including its PortalGuard IAM solution, that provide convenient and secure access to devices, information, applications and high-value transactions. BIO-key’s proprietary software and hardware solutions, with industry leading biometric capabilities, enable large-scale on-premise and Identity-as-a-Service (IDaaS) solutions as well as customized enterprise and cloud solutions.

 

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; 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 execute and deliver on contracts in Africa; our ability to expand into Asia, Africa and other foreign markets; our ability to integrate the operations and personnel of PistolStar into our business; the duration and severity of the current coronavirus COVID-19 pandemic and its effect on our business operations, sales cycles, personnel, and the geographic markets in which we operate; 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 see "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019 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, the Company undertakes no obligation to disclose any revision to these forward-looking statements whether as a result of new information, future events, or otherwise. Additionally, there may be other factors of which the Company is not currently aware that may affect matters discussed in forward-looking statements and may also cause actual results to differ materially from those discussed. In particular, the consequences of the coronavirus outbreak to economic conditions and the industry in general and the financial position and operating results of our company in particular have been material, are changing rapidly, and cannot be predicted.

 

Facebook – Corporate: BIO-key International
Twitter – Corporate: @BIOkeyIntl
Twitter – Investors: @BIO_keyIR
StockTwits: BIO_keyIR

 

Investor & Media Contacts

William Jones, David Collins

Catalyst IR

212-924-9800

bkyi@catalyst-ir.com

 

3

 

BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   

Three months ended

June 30,

   

Six months ended

June 30,

 
   

2020

   

2019

   

2020

   

2019

 

Revenues

                               

Services

  $ 229,503     $ 231,993     $ 437,026     $ 473,603  

License fees

    23,542       60,300       258,887       143,508  

Hardware

    54,097       436,090       133,714       662,895  

Total revenues

    307,142       728,383       829,627       1,280,006  

Costs and other expenses

                               

Cost of services

    92,672       58,421       163,117       149,250  

Cost of license fees

    8,255       372,327       18,711       749,543  

Cost of hardware

    47,527       248,678       90,889       384,683  

Total costs and other expenses

    148,454       679,426       272,717       1,283,476  

Gross profit (loss)

    158,688       48,957       556,910       (3,470

)

                                 

Operating Expenses

                               

Selling, general and administrative

    1,211,928       1,058,671       2,593,327       2,435,704  

Research, development and engineering

    318,573       301,217       655,462       675,335  

Total Operating Expenses

    1,530,501       1,359,888       3,248,789       3,111,039  

Operating loss

    (1,371,813

)

    (1,310,931

)

    (2,691,879

)

    (3,114,509

)

Other income (expense)

                               

Interest income

    25,801       54       25,802       124  

Government grant – Paycheck Protection Program

    340,819       -       340,819       -  

Interest expense

    (567,516

)

    (114,866

)

    (2,118,657

)

    (114,866

)

Loss on extinguishment of debt

    -       -       (499,076

)

    -  

Total other income (expense), net

    (200,896

)

    (114,812

)

    (2,251,112

)

    (114,742

)

Net loss

    (1,572,709

)

    (1,425,743

)

    (4,942,991

)

    (3,229,251

)

Deemed dividends related to down-round features

    -       -       (112,686

)

    -  

Net loss available to common stockholders

  $ (1,572,709

)

  $ (1,425,743

)

  $ (5,055,677

)

  $ (3,229,251

)

                                 

Basic and diluted loss per common share

  $ (0.08

)

  $ (0.10

)

  $ (0.28

)

  $ (0.23

)

                                 

Weighted Average Common Shares Outstanding:

                               

Basic and diluted

    20,864,866       14,117,062       18,030,939       14,048,570  

 

4
GRAPHIC 3 image01.jpg begin 644 image01.jpg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end