BIO-KEY INTERNATIONAL, INC. (OTCMKTS:BKYID) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 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
About BIO-KEY INTERNATIONAL, INC. (OTCMKTS:BKYID)
BIO-key International, Inc. develops and markets fingerprint biometric identification and identity verification technologies, cryptographic authentication-transaction security technologies, as well as related identity management and credentialing software solutions. The Company is also engaged 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, identity cards, public key infrastructure (PKI), credit card, passports, driver’s licenses, one-time password (OTP) or other form of possession or knowledge-based credentialing. Its solutions identify individuals and verify, or confirm, their identity before granting access to, among other things, corporate resources, subscribed data and services, Web portals, applications, physical locations or assets. BIO-KEY INTERNATIONAL, INC. (OTCMKTS:BKYID) Recent Trading Information
BIO-KEY INTERNATIONAL, INC. (OTCMKTS:BKYID) closed its last trading session 00.00 at 2.28 with 147,174 shares trading hands.
