Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | Jun. 08, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-13463 | |
Entity Registrant Name | BIO-KEY INTERNATIONAL, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 41-1741861 | |
Entity Address, Address Line One | 3349 HIGHWAY 138, BUILDING A, SUITE E | |
Entity Address, City or Town | WALL | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07719 | |
City Area Code | 732 | |
Local Phone Number | 359-1100 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | BKYI | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 9,234,833 | |
Entity Central Index Key | 0001019034 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 722,335 | $ 2,635,522 |
Accounts receivable, net | 3,362,203 | 1,522,784 |
Due from factor | 82,500 | 49,500 |
Inventory, net of reserve | 4,427,815 | 4,434,369 |
Prepaid expenses and other | 341,231 | 342,706 |
Total current assets | 8,936,084 | 8,984,881 |
Equipment and leasehold improvements, net | 94,170 | 107,413 |
Capitalized contract costs, net | 254,279 | 283,069 |
Deposits and other assets | 8,712 | 8,712 |
Operating lease right-of-use assets | 131,223 | 197,355 |
Intangible assets, net | 1,681,589 | 1,762,825 |
Total non-current assets | 2,169,973 | 2,359,374 |
TOTAL ASSETS | 11,106,057 | 11,344,255 |
LIABILITIES | ||
Accounts payable | 1,210,070 | 1,108,279 |
Accrued liabilities | 876,287 | 1,009,123 |
Convertible note payable, net of debt discount | 2,454,212 | 2,596,203 |
Government loan – BBVA Bank, current portion | 134,899 | 120,000 |
Deferred revenue - current | 653,338 | 462,418 |
Operating lease liabilities, current portion | 96,584 | 159,665 |
Total current liabilities | 5,425,390 | 5,455,688 |
Deferred revenue, net of current portion | 39,969 | 52,134 |
Deferred tax liability | 172,997 | 170,281 |
Government loan – BBVA Bank, net of current portion | 277,580 | 326,767 |
Operating lease liabilities, net of current portion | 33,366 | 37,829 |
Total non-current liabilities | 523,912 | 587,011 |
TOTAL LIABILITIES | 5,949,302 | 6,042,699 |
Commitments and Contingencies | ||
STOCKHOLDERS’ EQUITY | ||
Common stock — authorized, 170,000,000 shares; issued and outstanding; 9,190,504 and 7,853,759 of $.0001 par value at December 31, 2022 and December 31, 2021, respectively | 922 | 919 |
Additional paid-in capital | 122,099,984 | 122,028,612 |
Accumulated other comprehensive loss | (170,456) | (242,602) |
Accumulated deficit | (116,773,695) | (116,485,373) |
TOTAL STOCKHOLDERS’ EQUITY | 5,156,755 | 5,301,556 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 11,106,057 | $ 11,344,255 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, shares authorized (in shares) | 170,000,000 | 170,000,000 |
Common Stock, Shares, Issued (in shares) | 9,226,058 | 9,190,504 |
Common stock, shares outstanding (in shares) | 9,226,058 | 9,190,504 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues | ||
Total revenues | $ 3,083,767 | $ 1,941,171 |
Costs and other expenses | ||
Total costs and other expenses | 820,274 | 337,441 |
Gross Profit | 2,263,493 | 1,603,730 |
Operating expenses | ||
Selling, general and administrative | 1,931,732 | 1,797,998 |
Research, development and engineering | 690,159 | 805,266 |
Total operating expenses | 2,621,891 | 2,603,264 |
Operating loss | (358,398) | (999,534) |
Other income (expense) | ||
Interest income | 4 | 131 |
Loss on foreign currency transactions | (15,000) | 0 |
Change in fair value of convertible note | 141,991 | 0 |
Interest expense | (56,919) | 0 |
Total other income (expense) | 70,076 | 131 |
Net loss | (288,322) | (999,403) |
Comprehensive loss: | ||
Net loss | (288,322) | (999,403) |
Other comprehensive loss- Foreign translation adjustment | 72,146 | 55,802 |
Comprehensive loss | $ (216,176) | $ (943,601) |
Basic and Diluted Loss per Common Share (in dollars per share) | $ (0.03) | $ (0.13) |
Weighted Average Shares Outstanding: | ||
Basic and Diluted (in shares) | 8,944,485 | 7,885,008 |
Service [Member] | ||
Revenues | ||
Total revenues | $ 532,522 | $ 395,804 |
Costs and other expenses | ||
Total costs and other expenses | 154,801 | 210,913 |
License [Member] | ||
Revenues | ||
Total revenues | 2,478,556 | 1,460,183 |
Costs and other expenses | ||
Total costs and other expenses | 620,881 | 73,230 |
Hardware [Member] | ||
Revenues | ||
Total revenues | 72,689 | 85,184 |
Costs and other expenses | ||
Total costs and other expenses | $ 44,592 | $ 53,298 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2021 | 7,853,759 | ||||
Balance at Dec. 31, 2021 | $ 786 | $ 120,190,139 | $ 0 | $ (104,575,470) | $ 15,615,455 |
Issuance of common stock for directors’ fees (in shares) | 9,382 | ||||
Issuance of common stock for directors’ fees | $ 1 | 22,019 | 0 | 0 | 22,020 |
Issuance of restricted common stock to employees (in shares) | 274,250 | ||||
Issuance of restricted common stock to employees | $ 27 | (27) | 0 | 0 | 0 |
Other comprehensive loss- Foreign translation adjustment | 55,802 | 0 | 55,802 | ||
Share-based compensation | 0 | 87,677 | 0 | 0 | 87,677 |
Net loss | $ 0 | 0 | 0 | (999,403) | (999,403) |
Issuance of common stock pursuant to Swivel purchase agreement (in shares) | 269,060 | ||||
Issuance of common stock pursuant to Swivel purchase agreement | $ 27 | 599,977 | 0 | 0 | 600,004 |
Net loss | $ 0 | 0 | 0 | (999,403) | (999,403) |
Balance as of December 31, 2021 (in shares) at Mar. 31, 2022 | 8,406,451 | ||||
Balance as of December 31, 2021 at Mar. 31, 2022 | $ 841 | 122,099,785 | 55,802 | (105,574,873) | 15,381,555 |
Balance (in shares) at Dec. 31, 2022 | 9,190,504 | ||||
Balance at Dec. 31, 2022 | $ 919 | 122,028,612 | (242,602) | (116,485,373) | 5,301,556 |
Issuance of common stock for directors’ fees (in shares) | 15,388 | ||||
Issuance of common stock for directors’ fees | $ 1 | 12,001 | 0 | 0 | 12,002 |
Issuance of restricted common stock to employees (in shares) | 40,000 | ||||
Issuance of restricted common stock to employees | $ 4 | 0 | 0 | 0 | 4 |
Forfeiture of restricted stock (in shares) | (19,834) | ||||
Forfeiture of restricted stock | $ (2) | (3,103) | 0 | 0 | (3,105) |
Other comprehensive loss- Foreign translation adjustment | 72,146 | 0 | 72,146 | ||
Share-based compensation | 0 | 62,474 | 0 | 0 | 62,474 |
Net loss | 0 | 0 | 0 | (288,322) | (288,322) |
Net loss | $ 0 | 0 | 0 | (288,322) | (288,322) |
Balance as of December 31, 2021 (in shares) at Mar. 31, 2023 | 9,226,058 | ||||
Balance as of December 31, 2021 at Mar. 31, 2023 | $ 922 | $ 122,099,984 | $ (170,456) | $ (116,773,695) | $ 5,156,755 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (288,322) | $ (999,403) |
Adjustments to reconcile net loss to cash used for operating activities: | ||
Depreciation | 13,242 | 11,220 |
Amortization of intangible assets and write-off | 81,237 | 54,231 |
Change in fair value of convertible note | (141,991) | 0 |
Amortization of capitalized contract costs | 37,529 | 35,658 |
Amortization of operating lease right-of-use assets | 66,132 | 51,587 |
Stock based fees to directors | 12,002 | 22,020 |
Share based and warrant compensation for employees and consultants | 59,373 | 87,677 |
Bad debt expense | 0 | 25,111 |
Change in operating assets and liabilities: | ||
Accounts receivable | (1,798,881) | (904,930) |
Due from factor | (33,000) | (2,350) |
Capitalized contract costs | (8,739) | (66,435) |
Inventory | 6,554 | (15,812) |
Resalable software license rights | 0 | 2,505 |
Prepaid expenses and other | 2,219 | (124,616) |
Accounts payable | 88,040 | 175,341 |
Accrued liabilities | (135,417) | 45,669 |
Deferred revenue | 178,755 | 220,874 |
Operating lease liabilities | (67,544) | (52,722) |
Net cash used for operating activities | (1,928,811) | (1,434,375) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of Swivel Secure, net of cash acquired of $729,905 | 0 | (543,578) |
Receipt of cash from note receivable | 0 | 3,000 |
Capital expenditures | 0 | 4,459 |
Net cash used for investing activities | 0 | (545,037) |
CASH FLOW FROM FINANCING ACTIVITIES: | ||
Repayment of government loan | (34,289) | 0 |
Net cash used in financing activities | (34,289) | 0 |
Effect of exchange rate changes | 49,913 | 26,487 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (1,913,187) | (1,952,925) |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 2,635,522 | 7,754,046 |
CASH AND CASH EQUIVALENTS, END OF YEAR | 722,335 | 5,801,121 |
Cash paid for: | ||
Interest | 56,919 | 0 |
Noncash Investing and financing activities | ||
Accounts receivable acquired from Swivel Secure | 0 | 702,886 |
Equipment acquired from Swivel Secure | 0 | 65,640 |
Other assets acquired from Swivel Secure | 0 | 20,708 |
Estimated intangible assets acquired from Swivel Secure | 0 | 1,379,589 |
Estimated goodwill resulting from the acquisition from Swivel Secure | 0 | 450,643 |
Accounts payable and accrued expenses acquired from Swivel Secure | 0 | 431,884 |
Government loan acquired from Swivel Secure | 0 | 544,000 |
Common stock issued for acquisition of Swivel Secure | $ 0 | $ 600,004 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) | 3 Months Ended |
Mar. 31, 2022 USD ($) | |
Receipt of cash from note receivable | $ 3,000 |
Swivel Secure Europe [Member] | |
Receipt of cash from note receivable | $ 729,905 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Business Description and Accounting Policies [Text Block] | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION Nature of Business The Company, founded in 1993, develops and markets proprietary fingerprint identification biometric technology and software solutions enterprise-ready identity access management solutions to commercial, government and education customers throughout the United States and internationally. The Company was a pioneer in developing automated, finger identification technology that supplements or compliments other methods of identification and verification, such as personal inspection identification, passwords, tokens, smart cards, ID cards, PKI, credit cards, passports, driver’s licenses, OTP or other form of possession or knowledge-based credentialing. Additionally, advanced BIO-key® technology has been, and is, used to improve both the accuracy and speed of competing finger-based biometrics. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of BIO-key International, Inc. and its wholly-owned subsidiaries (collectively, the “Company” or “BIO-key”) and are stated in conformity with accounting principles generally accepted in the United States of America (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. Pursuant to such rules and regulations, certain financial information and footnote disclosures normally included in the financial statements have been condensed or omitted. Intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all necessary adjustments, consisting only of those of a recurring nature, and disclosures to present fairly the Company’s financial position and the results of its operations and cash flows for the periods presented. The balance sheet at December 31, 2022 was derived from the audited financial statements, but does not include all of the disclosures required by GAAP. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on June 1, 2023. Foreign Currencies The Company accounts for foreign currency transactions pursuant to ASC 830, Foreign Currency Matters Recently Issued Accounting Pronouncements Effective January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments-Credit Losses In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | 2. GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which contemplate continuation of the Company as a going concern, and assumes continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has suffered substantial net losses and negative cash flows from operations in recent years and is dependent on debt and equity financing to fund its operations all of which raise substantial doubt about the Company’s ability to continue as a going concern. Recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon the Company’s ability to increase its revenue and meet its financing requirements on a continuing basis and become profitable in its future operations. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. As of the date of this report, the Company does not have enough cash for twelve months of operations. The history of significant losses, the negative cash flow from operations, the limited cash resources on hand and the dependence by the Company on its ability to obtain additional financing to fund its operations after the current cash resources are exhausted raises substantial doubt about the Company's ability to continue as a going concern. The Company has lowered its expenses through decreasing spending in marketing and research and development. In addition, the Company has purchased inventory for projects in Nigeria, which have been delayed in deployment, and is, therefore, looking into other markets and opportunities to sell or return the product to generate additional cash. |
Note 3 - Revenue From Contracts
Note 3 - Revenue From Contracts With Customers | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 3. REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following table summarizes revenue from contracts with customers for the three-month period: North America Africa EMESA* Asia March 31, 2023 License fees $ 408,530 $ 552,630 $ 1,446,746 $ 70,650 $ 2,478,556 Hardware 24,781 - 47,008 900 72,689 Services 263,858 23,787 239,927 4,950 532,522 Total Revenues $ 697,169 $ 576,417 $ 1,733,681 $ 76,500 $ 3,083,767 North America Africa EMESA* Asia March 31, 2022 License fees $ 473,070 $ 517,161 $ 390,277 $ 79,675 $ 1,460,183 Hardware 71,900 12,033 1,251 - 85,184 Services 355,632 15,275 24,844 53 395,804 Total Revenues $ 900,602 $ 544,469 $ 416,372 $ 79,728 $ 1,941,171 *EMESA – Europe, Middle East, South America Deferred Revenue Deferred revenue includes customer advances and amounts that have been paid by customer for which the contractual maintenance terms have not yet occurred. The majority of these amounts are related to maintenance contracts for which the revenue is recognized ratably over the applicable term, which generally is 12-60 months. Contracts greater than 12 months are segregated as long term deferred revenue. Maintenance contracts include provisions for unspecified when-and-if available product updates and customer telephone support services. At March 31, 2023 and December 31, 2022, amounts in deferred revenue were approximately $693,000 and $515,000, respectively. Revenue recognized during the three months ended March 31, 2023 and 2022 from amounts included in deferred revenue at the beginning of the period was approximately $223,000 and $234,000, respectively. The Company did not recognize any revenue from performance obligations satisfied in prior periods. |
Note 4 - Accounts Receivable
Note 4 - Accounts Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 4. ACCOUNTS RECEIVABLE Accounts receivable are carried at original amount less an estimate made for credit losses based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for credit losses by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, current economic conditions and other relevant factors, including specific reserves for certain accounts. Accounts receivable are written off when deemed uncollectible. Accounts receivable at March 31, 2023 and December 31, 2022 consisted of the following: March 31, December 31, 2023 2022 Accounts receivable $ 3,985,988 $ 2,096,569 Allowance for credit losses (623,785 ) (573,785 ) Accounts receivable, net of allowance for credit losses $ 3,362,203 $ 1,522,784 Bad debt expenses (if any) are recorded in selling, general, and administrative expense. |
Note 5 - Share Based Compensati
Note 5 - Share Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Share-Based Payment Arrangement [Text Block] | 5. SHARE BASED COMPENSATION The following table presents share-based compensation expenses for continuing operations included in the Company’s unaudited condensed consolidated statements of operations: Three Months Ended March 31, 2023 2022 Selling, general and administrative $ 55,453 $ 92,426 Research, development and engineering 15,922 17,271 $ 71,375 $ 109,697 |
Note 6 - Inventory
Note 6 - Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 6. INVENTORY Inventory is stated at the lower of cost, determined on a first in, first out basis, or realizable value. The Company periodically evaluates inventory items and establishes reserves for obsolescence accordingly. The Company also reserves for excess quantities, slow moving goods, and for other impairment of value based upon assumptions of future demand and market conditions. The $400,000 reserve on inventory is due to slow moving inventory purchased for projects in Nigeria. The Company is looking into other markets and opportunities to sell or return the product. Inventory is comprised of the following as of: March 31, December 31, 2023 2022 Finished goods $ 4,758,089 $ 4,764,643 Fabricated assemblies 69,726 69,726 Reserve on finished goods (400,000 ) (400,000 ) Total inventory $ 4,427,815 $ 4,434,369 |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Commitments Disclosure [Text Block] | 7. COMMITMENTS AND CONTINGENCIES Distribution Agreement Swivel Secure has a distribution agreement with Swivel Secure Limited (“SSL”). Terms of the agreement include the following: 1. The initial term of the agreement ends on January 31, 2027 and will be automatically extended for additional one-year terms thereafter unless either party provides written notice to the other party not later than 30 days before the end of the term that it does not wish to extend the term. 2. SSL appoints Swivel Secure as the exclusive distributor of SSL’s products, to market, sell and distribute in the EMEA (Europe, Middle East and Africa), excluding the United Kingdom and Republic of Ireland, for a defined discount on the sale price. 3. Swivel Secure is expected to generate a certain minimum level of orders of SSL products each year during the term of the agreement. If Swivel Secure fails to meet such minimum level of orders in any year, the exclusive distribution rights will terminate and Swivel Secure will serve as a non-exclusive distributer of SSL Products. The Company expects the revenue targets to continue to be met based on historical performance and increasing distribution by Swivel Secure. Litigation From time to time, the Company may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of March 31, 2023, the Company was not a party to any pending lawsuits. |
Note 8 - Leases
Note 8 - Leases | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 8. LEASES The Company’s leases office space in New Jersey, Minnesota, New Hampshire, Madrid and Hong-Kong with lease termination dates in 2023 and 2024. The property leased in China is paid monthly as used, without a formal agreement. The following tables present the components of lease expense and supplemental balance sheet information related to the operating leases were: 3 Months ended March 31, 2023 3 Months ended March 31, 2022 Lease cost Total lease cost $ 63,139 $ 55,219 Balance sheet information March 31, 2023 December 31, 2022 Operating right-of-use assets $ 131,223 $ 197,355 Operating lease liabilities, current portion $ 96,584 $ 159,665 Operating lease liabilities, non-current portion 33,366 37,829 Total operating lease liabilities $ 129,950 $ 197,494 Weighted average remaining lease term (in years) – operating leases 0.66 0.96 Weighted average discount rate – operating leases 5.50 % 5.50 % Supplemental cash flow information related to leases were as follows: Cash paid for amounts included in the measurement of operating lease liabilities for the three months ended March 31, 2023 and 2022: $ 69,821 $ 65,108 Maturities of operating lease liabilities were as follows as of March 31, 2023: 2023 (9 months remaining) $ 95,911 2024 38,808 Total future lease payments $ 134,719 Less: imputed interest (4,769 ) Total $ 129,950 |
Note 9 - Convertible Note Payab
Note 9 - Convertible Note Payable | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 9. CONVERTIBLE NOTE PAYABLE Securities Purchase Agreement dated December 22, 2022 On December 22, 2022, the Company entered into and closed a securities purchase agreement (the “Purchase Agreement”) which issued a $2,200,000 principal amount senior secured promissory note (the “Note”). At closing, a total of $2,002,000 was funded, with the proceeds to be used for general working capital. The principal amount of the Note is due six months following the date of issuance, subject to one six-month extension by the Company. Interest under the Note accrues at a rate of 10% per annum, payable monthly through month six. In the event the maturity date of the Note is extended, interest will accrue at the rate of 12% per annum in months seven through twelve, payable monthly. The Note is secured by a lien on substantially all of the Company’s assets and properties can be prepaid in whole or in part without penalty at any time. In connection with the issuance of the Note, the Company issued to the investor 700,000 shares of Common Stock (the “Commitment Shares”) valued at $1.00 per share and a warrant (the “Warrant”) to purchase 200,000 shares of common stock (the “Warrant Shares”) at an exercise price of $3.00 per share, exercisable commencing on the date of issuance with a term of five years. In the event the Note is paid in full within six months after the date of issuance, the Company will exercise its right to repurchase 350,000 of the Commitment Shares for aggregate payment to the Investor of $1.00. Upon issuance, the Note is not convertible into common stock or any other securities of the Company. Only after a date that is six (6) months following the issuance date of the Note and upon the occurrence of any events of default (as defined) and expiration of any applicable cure periods, all amounts due under the Note will immediately and automatically become due and payable in full, interest will accrue at the higher of 18% per annum or the maximum amount permitted by applicable law, the outstanding principal amount due under the Note will be increased by 30%, and the Investor will have the right to convert all amounts due under the Note into shares of common stock (the “Conversion Shares”) at a conversion price equal to the 10 day volume weighted average sales price of the Company’s common stock on the date of conversion, subject to the Share Cap described in the paragraph below. The aggregate number of shares of common stock issuable in the forgoing transaction consisting of the Commitment Shares, the Warrant Shares, and the Conversion Shares are capped at 1,684,576 which is 19.9% of the Company’s issued and outstanding shares of common stock on December 22, 2022, the date the definitive transaction documents were executed (the “Share Cap”). The Company elected the fair value measurement option for the Note as the Note had embedded derivatives that required bifurcation, and recorded the entire hybrid financing instrument at fair value under the guidance of ASC 825, Financial Instruments. As a result, the Note was recorded at fair value upon issuance and is subsequently remeasured at each reporting date until settled or converted. The Company reports interest expense, including accrued interest, related to the Note under the fair value option, separately from within the change in fair value of the Note in the accompanying consolidated statement of operations. See Note 13. As of March 31, 2023 and December 31, 2022, the Note with principal balance of $2,200,000, at fair value, was recorded at $2,454,212 and $2,596,203, respectively. |
Note 10 - Earnings Per Share (E
Note 10 - Earnings Per Share (EPS) | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 10. EARNINGS PER SHARE (“EPS”) The Company’s basic EPS is calculated using net income (loss) available to common shareholders and the weighted-average number of shares outstanding during the reporting period. Diluted EPS includes the effect from potential issuance of common stock, such as stock issuable pursuant to the exercise of stock options and warrants and the assumed conversion of preferred stock. The following table sets forth options and warrants which were excluded from the diluted per share calculation because the exercise price was greater than the average market price of the common shares: Three Months Ended March 31, 2023 2022 Stock options 202,996 212,461 Warrants 4,872,025 4,689,387 Total 5,075,021 4,901,848 |
Note 11 - Stockholders' Equity
Note 11 - Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 11. STOCKHOLDERS’ EQUITY Issuances of Common Stock During the three-month periods ended March 31, 2023, there have not been any shares of common stock issued to anyone outside the Company, except as noted below under Issuances to Directors, Executive Officers & Consultants On March 8, 2022, the Company issued 269,060 shares of common stock of which 89,687 shares were held back by the Company to secure certain indemnification obligations under the Swivel Secure stock purchase agreement. The shares of Company common stock were issued at a total cost of $600,004, priced at $2.23, based on the contractual 20 day volume-weighted average price of the Company’s common stock immediately prior to the payment date as reported on the Nasdaq Capital Market Issuances of Restricted Stock Restricted stock consists of shares of common stock that are subject to restrictions on transfer and risk of forfeiture until the fulfillment of specified conditions. The fair value of nonvested shares is determined based on the market price of the Company's common stock on the grant date. Restricted stock is expensed ratably over the term of the restriction period. During the three-month periods ended March 31, 2023 and 2022, the Company issued 40,000 and 274,250 shares of restricted common stock to certain employees and the board, respectively. These shares vest in equal annual installments over a three-year period from the date of grant and had a fair value on the date of issuance of $31,200 and $589,638, respectively. Restricted stock compensation for the three-month period ended March 31, 2023 and 2022 was $59,056 and $39,840, respectively. Issuances to Directors, Executive Officers & Consultants During the three-month periods ended March 31, 2023 and 2022 the Company issued 15,388 and 9,382 shares of common stock to its directors in lieu of payment of board and committee fees valued at $12,002 and $20,020, respectively. Employees ’ exercise options During the three-month periods ended March 31, 2023 and 2022, no employee stock options were exercised. 3. Warrants There were no warrants issued during the three-month periods ended March 31, 2023 and 2022. |
Note 12 - Fair Values of Financ
Note 12 - Fair Values of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | 12. FAIR VALUES OF FINANCIAL INSTRUMENTS Cash and cash equivalents, accounts receivable, due from factor, accounts payable and accrued liabilities are carried at, or approximate, fair value because of their short-term nature. The carrying value of the Company’s notes and loan payables approximated fair value as the interest rates related to the financial instruments approximated market. |
Note 13 - Fair Value Measuremen
Note 13 - Fair Value Measurement of Convertible Note Payable | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block] | 13. FAIR VALUE MEASUREMENT OF CONVERTIBLE NOTE PAYABLE Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active or inputs which are observable either directly or indirectly for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The following tables summarize the Note measured at fair value at March 31, 2023 and December 31, 2022: March 31, 2023 Total Level 1 Level 2 Level 3 Convertible note at fair value $ 2,454,212 $ - $ - $ 2,454,212 December 31, 2022 Total Level 1 Level 2 Level 3 Convertible note at fair value $ 2,596,203 $ - $ - $ 2,596,203 The Company estimated the fair value of the convertible note using a probability-weighted discounted cash flow model with the following assumptions and significant terms of the convertible note at both March 31, 2023 and December 31, 2022: 1. Face amount - $2,200,000 2. Nominal interest rate – 10% - 12% 3. Default interest rate – 18% 4. Increase in principal upon a default – 30% 5. Present value discount rate – 15.04% at March 31, 2023 and 15.18% at December 31, 2022 6. Likelihood of default – estimated to be 50% at the extended maturity date The following table shows the changes in fair value measurements for the convertible note using significant unobservable inputs (Level 3) during the three months ended March 31, 2023: Beginning balance $ 2,596,203 Purchases and issuances - Change in fair value (141,991 ) Ending balance $ 2,454,212 |
Note 14 - Major Customers and A
Note 14 - Major Customers and Accounts Receivable | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Concentration Risk Disclosure [Text Block] | 14. MAJOR CUSTOMERS AND ACCOUNTS RECEIVABLE For the three month periods ended March 31, 2023 and 2022, two customers accounted for 48% and one customer accounted for 27% of revenues, respectively. Two customers accounted for 45% of current accounts receivable as of March 31, 2023. At December 31, 2022, one customers accounted for 35% of current accounts receivable. |
Note 15 - Income Taxes
Note 15 - Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 15. INCOME TAXES The Company recorded no income tax expense for the three months ended March 31, 2023 and 2022 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyses various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives. As of March 31, 2023 and December 31, 2022, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized. |
Note 14 - Subsequent Events
Note 14 - Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 16. SUBSEQUENT EVENTS On May 5, 2023, the Company issued 2,858 shares of common stock to its directors in payment of board committee fees. On May 5, 2023, 14,375 shares of restricted common stock were cancelled as a result of employees leaving the Company before the vesting period was completed. On May 11, 2023, the Company issued 17,392 shares of common stock to its directors in payment of board fees. On May 11, 2023, the Company issued 2,900 shares of common stock to its directors in payment of board committee fees. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements include the accounts of BIO-key International, Inc. and its wholly-owned subsidiaries (collectively, the “Company” or “BIO-key”) and are stated in conformity with accounting principles generally accepted in the United States of America (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year. Pursuant to such rules and regulations, certain financial information and footnote disclosures normally included in the financial statements have been condensed or omitted. Intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all necessary adjustments, consisting only of those of a recurring nature, and disclosures to present fairly the Company’s financial position and the results of its operations and cash flows for the periods presented. The balance sheet at December 31, 2022 was derived from the audited financial statements, but does not include all of the disclosures required by GAAP. These unaudited interim condensed consolidated financial statements should be read in conjunction with the financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on June 1, 2023. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currencies The Company accounts for foreign currency transactions pursuant to ASC 830, Foreign Currency Matters |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements Effective January 1, 2023, the Company adopted ASU 2016-13, Financial Instruments-Credit Losses In August 2020, the Financial Accounting Standards Board issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Note 3 - Revenue From Contrac_2
Note 3 - Revenue From Contracts With Customers (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | North America Africa EMESA* Asia March 31, 2023 License fees $ 408,530 $ 552,630 $ 1,446,746 $ 70,650 $ 2,478,556 Hardware 24,781 - 47,008 900 72,689 Services 263,858 23,787 239,927 4,950 532,522 Total Revenues $ 697,169 $ 576,417 $ 1,733,681 $ 76,500 $ 3,083,767 North America Africa EMESA* Asia March 31, 2022 License fees $ 473,070 $ 517,161 $ 390,277 $ 79,675 $ 1,460,183 Hardware 71,900 12,033 1,251 - 85,184 Services 355,632 15,275 24,844 53 395,804 Total Revenues $ 900,602 $ 544,469 $ 416,372 $ 79,728 $ 1,941,171 |
Note 4 - Accounts Receivable (T
Note 4 - Accounts Receivable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | March 31, December 31, 2023 2022 Accounts receivable $ 3,985,988 $ 2,096,569 Allowance for credit losses (623,785 ) (573,785 ) Accounts receivable, net of allowance for credit losses $ 3,362,203 $ 1,522,784 |
Note 5 - Share Based Compensa_2
Note 5 - Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three Months Ended March 31, 2023 2022 Selling, general and administrative $ 55,453 $ 92,426 Research, development and engineering 15,922 17,271 $ 71,375 $ 109,697 |
Note 6 - Inventory (Tables)
Note 6 - Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | March 31, December 31, 2023 2022 Finished goods $ 4,758,089 $ 4,764,643 Fabricated assemblies 69,726 69,726 Reserve on finished goods (400,000 ) (400,000 ) Total inventory $ 4,427,815 $ 4,434,369 |
Note 8 - Leases (Tables)
Note 8 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Lessee, Operating Lease, Costs, Assets and Liabilities [Table Text Block] | 3 Months ended March 31, 2023 3 Months ended March 31, 2022 Lease cost Total lease cost $ 63,139 $ 55,219 Balance sheet information March 31, 2023 December 31, 2022 Operating right-of-use assets $ 131,223 $ 197,355 Operating lease liabilities, current portion $ 96,584 $ 159,665 Operating lease liabilities, non-current portion 33,366 37,829 Total operating lease liabilities $ 129,950 $ 197,494 Weighted average remaining lease term (in years) – operating leases 0.66 0.96 Weighted average discount rate – operating leases 5.50 % 5.50 % Supplemental cash flow information related to leases were as follows: Cash paid for amounts included in the measurement of operating lease liabilities for the three months ended March 31, 2023 and 2022: $ 69,821 $ 65,108 Maturities of operating lease liabilities were as follows as of March 31, 2023: 2023 (9 months remaining) $ 95,911 2024 38,808 Total future lease payments $ 134,719 Less: imputed interest (4,769 ) Total $ 129,950 |
Note 10 - Earnings Per Share _2
Note 10 - Earnings Per Share (EPS) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended March 31, 2023 2022 Stock options 202,996 212,461 Warrants 4,872,025 4,689,387 Total 5,075,021 4,901,848 |
Note 13 - Fair Value Measurem_2
Note 13 - Fair Value Measurement of Convertible Note Payable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Notes Tables | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | March 31, 2023 Total Level 1 Level 2 Level 3 Convertible note at fair value $ 2,454,212 $ - $ - $ 2,454,212 December 31, 2022 Total Level 1 Level 2 Level 3 Convertible note at fair value $ 2,596,203 $ - $ - $ 2,596,203 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Beginning balance $ 2,596,203 Purchases and issuances - Change in fair value (141,991 ) Ending balance $ 2,454,212 |
Note 3 - Revenue From Contrac_3
Note 3 - Revenue From Contracts With Customers (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Contract with Customer, Liability | $ 693,000 | $ 515,000 | |
Contract with Customer, Liability, Revenue Recognized | $ 223,000 | $ 234,000 |
Note 3 - Revenue From Contrac_4
Note 3 - Revenue From Contracts With Customers - Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Total revenues | $ 3,083,767 | $ 1,941,171 |
North America [Member] | ||
Total revenues | 697,169 | 900,602 |
Africa [Member] | ||
Total revenues | 576,417 | 544,469 |
EMEA [Member] | ||
Total revenues | 1,733,681 | 416,372 |
Asia [Member] | ||
Total revenues | 76,500 | 79,728 |
License [Member] | ||
Total revenues | 2,478,556 | 1,460,183 |
License [Member] | North America [Member] | ||
Total revenues | 408,530 | 473,070 |
License [Member] | Africa [Member] | ||
Total revenues | 552,630 | 517,161 |
License [Member] | EMEA [Member] | ||
Total revenues | 1,446,746 | 390,277 |
License [Member] | Asia [Member] | ||
Total revenues | 70,650 | 79,675 |
Hardware [Member] | ||
Total revenues | 72,689 | 85,184 |
Hardware [Member] | North America [Member] | ||
Total revenues | 24,781 | 71,900 |
Hardware [Member] | Africa [Member] | ||
Total revenues | 0 | 12,033 |
Hardware [Member] | EMEA [Member] | ||
Total revenues | 47,008 | 1,251 |
Hardware [Member] | Asia [Member] | ||
Total revenues | 900 | 0 |
Service [Member] | ||
Total revenues | 532,522 | 395,804 |
Service [Member] | North America [Member] | ||
Total revenues | 263,858 | 355,632 |
Service [Member] | Africa [Member] | ||
Total revenues | 23,787 | 15,275 |
Service [Member] | EMEA [Member] | ||
Total revenues | 239,927 | 24,844 |
Service [Member] | Asia [Member] | ||
Total revenues | $ 4,950 | $ 53 |
Note 4 - Accounts Receivable -
Note 4 - Accounts Receivable - Summary of Accounts Receivable (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts receivable | $ 3,985,988 | $ 2,096,569 |
Allowance for doubtful accounts | (623,785) | (573,785) |
Accounts receivable, net of allowances for doubtful accounts | $ 3,362,203 | $ 1,522,784 |
Note 5 - Share Based Compensa_3
Note 5 - Share Based Compensation - Expenses for Continuing Operations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based compensation expense | $ 71,375 | $ 109,697 |
Selling, General and Administrative Expenses [Member] | ||
Share-based compensation expense | 55,453 | 92,426 |
Research and Development Expense [Member] | ||
Share-based compensation expense | $ 15,922 | $ 17,271 |
Note 6 - Inventory (Details Tex
Note 6 - Inventory (Details Textual) | Mar. 31, 2023 USD ($) |
NIGERIA | |
Inventory Valuation Reserves | $ 400,000 |
Note 6 - Inventory - Components
Note 6 - Inventory - Components of Inventory (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Finished goods | $ 4,758,089 | $ 4,764,643 |
Fabricated assemblies | 69,726 | 69,726 |
Reserve on finished goods | (400,000) | (400,000) |
Total inventory | $ 4,427,815 | $ 4,434,369 |
Note 8 - Leases - Operating Lea
Note 8 - Leases - Operating Lease Balance Sheet Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Total lease cost | $ 63,139 | $ 55,219 | |
Operating lease right-of-use assets | 131,223 | $ 197,355 | |
Operating lease liabilities, current portion | 96,584 | 159,665 | |
Operating lease liabilities, non-current portion | 33,366 | 37,829 | |
Total operating lease liabilities | $ 129,950 | $ 197,494 | |
Weighted average remaining lease term (in years) – operating leases (Year) | 7 months 28 days | 11 months 15 days | |
Weighted average discount rate – operating leases | 5.50% | 5.50% | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 69,821 | $ 65,108 | |
2023 (9 months remaining) | 95,911 | ||
Lessee, Operating Lease, Liability, to be Paid, Year One | 38,808 | ||
Total future lease payments | 134,719 | ||
Less: imputed interest | (4,769) | ||
Total | $ 129,950 | $ 197,494 |
Note 9 - Convertible Note Pay_2
Note 9 - Convertible Note Payable (Details Textual) - USD ($) | Dec. 22, 2022 | Jun. 23, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Warrants Issued in Connection With Note [Member] | ||||
Class of Warrant or Right, Issued During Period | 200,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |||
The Note [Member] | ||||
Debt Instrument, Face Amount | $ 2,200,000 | $ 2,200,000 | ||
Debt Instrument, Fair Value Disclosure | $ 2,454,212 | $ 2,596,203 | ||
The Note [Member] | Senior Secured Promissory Note [Member] | ||||
Debt Instrument, Face Amount | $ 2,200,000 | |||
Proceeds from Debt, Net of Issuance Costs | $ 2,002,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||
Stock Issued During Period, Shares, Commitment Fee | 700,000 | |||
Shares Issued, Price Per Share | $ 1 | |||
Right to Repurchase Shares if Debt Instrument Paid in Full Within Six Months | 350,000 | |||
Debt Instrument, Interest Rate, Default | 18% | |||
Debt Instrument, Default, Percentage Increase In Principal | 30% | |||
The Note [Member] | Senior Secured Promissory Note [Member] | Maximum [Member] | ||||
Debt Instrument, Convertible, Number of Equity Instruments | 1,684,576 | |||
Debt Instrument, Convertible, Percentage of Outstanding Stock | 19.90% | |||
The Note [Member] | Senior Secured Promissory Note [Member] | Forecast [Member] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12% |
Note 10 - Earnings Per Share _3
Note 10 - Earnings Per Share (EPS) - Securities Excluded From the Diluted Per Share Calculation 2 (Details) - Exercise Price Greater Than Average Market Price Of Common Shares [Member] - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive securities (in shares) | 5,075,021 | 4,901,848 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive securities (in shares) | 202,996 | 212,461 |
Warrant [Member] | ||
Antidilutive securities (in shares) | 4,872,025 | 4,689,387 |
Note 11 - Stockholders' Equity
Note 11 - Stockholders' Equity (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 08, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Stock Issued During Period, Value, Acquisitions | $ 600,004 | ||
Share-Based Payment Arrangement, Expense | $ 71,375 | 109,697 | |
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 12,002 | $ 22,020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares) | 0 | 0 | |
Common Stock [Member] | |||
Stock Issued During Period, Value, Acquisitions | $ 27 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | 19,834 | ||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 15,388 | 9,382 | |
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 1 | $ 1 | |
Common Stock [Member] | Director [Member] | |||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture | 15,388 | 9,382 | |
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 12,002 | $ 20,020 | |
Restricted Stock [Member] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited | 40,000 | 274,250 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 31,200 | $ 589,638 | |
Share-Based Payment Arrangement, Expense | $ 59,056 | $ 39,840 | |
Swivel Secure Europe [Member] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 269,060 | ||
Business Combination, Indemnification Assets, Amount as of Acquisition Date | $ 89,687 | ||
Stock Issued During Period, Value, Acquisitions | $ 600,004 | ||
Business Acquisition, Share Price | $ 2.23 |
Note 13 - Fair Value Measurem_3
Note 13 - Fair Value Measurement of Convertible Note Payable (Details Textual) - The Note [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Instrument, Face Amount | $ 2,200,000 | $ 2,200,000 |
Senior Secured Convertible Note [Member] | ||
Debt Instrument, Face Amount | $ 2,200,000 | $ 2,200,000 |
Debt Instrument, Interest Rate, Default | 18% | 18% |
Debt Instrument, Default, Percentage Increase In Principal | 30% | 30% |
Debt Instrument, Likelihood of Default | 50% | 50% |
Senior Secured Convertible Note [Member] | Measurement Input, Discount Rate [Member] | ||
Debt Instrument, Measurement Input | 0.1504 | 0.1518 |
Senior Secured Convertible Note [Member] | Minimum [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% |
Senior Secured Convertible Note [Member] | Maximum [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | 12% |
Note 13 - Fair Value Measurem_4
Note 13 - Fair Value Measurement of Convertable Note Payable - Fair Value Measured on Recurring and nonrecurring Basis (Details) - The Note [Member] - Senior Secured Convertible Note [Member] - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Convertible note at fair value | $ 2,454,212 | $ 2,596,203 |
Fair Value, Inputs, Level 1 [Member] | ||
Convertible note at fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Convertible note at fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Convertible note at fair value | $ 2,454,212 | $ 2,596,203 |
Note 13 - Fair Value Measurem_5
Note 13 - Fair Value Measurement of Convertable Note Payable - Unobsesrvable Input Reconciliation (Details) - The Note [Member] - Senior Secured Convertible Note [Member] | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Beginning balance | $ 2,596,203 |
Purchases and issuances | 0 |
Change in fair value | (141,991) |
Ending balance | $ 2,454,212 |
Note 14 - Major Customers and_2
Note 14 - Major Customers and Accounts Receivable (Details Textual) - Customer Concentration Risk [Member] | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue Benchmark [Member] | Two Customers [Member] | ||
Concentration Risk, Percentage | 48% | |
Revenue Benchmark [Member] | One Customer [Member] | ||
Concentration Risk, Percentage | 27% | |
Accounts Receivable [Member] | Two Customers [Member] | ||
Concentration Risk, Percentage | 45% | |
Accounts Receivable [Member] | One Customer [Member] | ||
Concentration Risk, Percentage | 35% |
Note 15 - Income Taxes (Details
Note 15 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Expense (Benefit) | $ 0 | $ 0 |
Note 14 - Subsequent Events (De
Note 14 - Subsequent Events (Details Textual) - Forecast [Member] - shares | May 11, 2023 | May 05, 2023 |
Restricted Stock [Member] | Share-Based Payment Arrangement, Employee [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 14,375 | |
Director [Member] | Common Stock [Member] | Stock Issued in Lieu of Board Committee Fees [Member] | ||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture | 2,900 | 2,858 |
Director [Member] | Common Stock [Member] | Stock Issued in Lieu of Board Fees [Member] | ||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture | 17,392 |