UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): | ☐ Form 10-K | ☐Form 20-F | ☐ Form 11-K | ☒ Form 10-Q | ☐Form 10-D |
☐ Form N-SAR | ☐ Form N-CSR | ||||
For Period Ended: March 31, 2023 | |||||
☐ Transition Report on Form 10-K | |||||
☐ Transition Report on Form 20-F | |||||
☐ Transition Report on Form 11-K | |||||
☐ Transition Report on Form 10-Q | |||||
☐ Transition Report on Form N-SAR | |||||
For the Transition Period Ended: | |||||
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
BIO-key International, Inc.
Full Name of Registrant
Former Name if Applicable
3349 Highway 138
Building A
Suite E
Address of Principal Executive Office (Street and Number)
Wall, NJ 07719
City, State and Zip Code
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate)
(a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; | |
☒ | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
(c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III -- NARRATIVE
The compilation and review of certain financial information necessary for the completion of the review of the financial statements to be included in the registrant’s Form 10-Q for the quarterly period ended March 31, 2023 could not be completed within the prescribed time period without unreasonable effort and expense. The registrant expects to file the Form 10-Q as soon as reasonably practicable and in any event, on or before the 5th calendar day following the prescribed due date.
PART IV -- OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Cecilia Welch | 732 | 359-1112 |
(Name) | (Area Code) | (Telephone Number) |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
☐ Yes No ☒ | |
(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
☒ Yes ☐ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The registrant will report the following significant changes in its results of operations for the quarterly period ended March 31, 2023 as compared to the results for the corresponding period in 2022:
● | Revenue will be $3,083,767 as compared to $1,941,171 in the quarter ended March 31, 2022; |
● | Costs and other expenses will be $820,274 as compared to $337,441 in the quarter ended March 31, 2022; |
● | Gross profit will be $2,263,493 as compared to $1,603,730 in the quarter ended March 31, 2022; |
● | Net loss will be $(526,471) as compared to $(999,403) in the quarter ended March 31, 2022; and |
● | Basic and diluted loss per common share will be $(0.06) as compared to $(0.13) in the quarter ended March 31, 2022. |
BIO-key International, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 16, 2023 | By: | /s/ Cecilia Welch | |
Name: Cecilia Welch | |||
Title: Chief Financial Officer |
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
