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SEC Comment Letter for BIO KEY INTERNATIONAL INC (BKYI) (CIK 0001019034) (BKYI) — Jan 16, 2015

BIO KEY INTERNATIONAL INC (BKYI) (CIK 0001019034)
Date: Jan. 16, 2015 · CIK: 0001019034 · Accession: 0000000000-15-002308

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Reasoning

File numbers found in text: 333-200887

Date
January 6, 2015
Author
/s/ Mark P. Shuman
Form
UPLOAD
Company
BIO KEY INTERNATIONAL INC (BKYI) (CIK 0001019034)

Letter

January 15 , 2015 Via E -mail Michael W. DePasquale Chief Executive Officer BIO-Key International, Inc. 3349 Highway 138, Building A, Suite E Wall, NJ 07719

Re: BIO-Key International, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed January 6, 2015 File No. 333-200887

Dear Mr. DePasquale :

We have reviewed your amended registration statement , and we have the following comments .

Executive Compensation, page 32

1. Please provide the information required by Item 402 of Regulation S -K for your fiscal year ended December 31, 2014. For guidance, please refer to Quest ion 117.05 of our Regulation S -K Compliance and Disclosure Interpretations.

Exhibit 23.1

2. The auditor’s consent currently on file is dated as of December 12, 2014. Please note that the consent should be dated within 30 days of the effective date of the registration statement and have your auditor provide an updated consent accordingly.

Please contact Katherine Wray, Attorney -Advisor, at (202) 551 -3483 or, in her absence, me at (202) 551 -3462 with any questions.

Sincerely,
/s/ Mark P. Shuman

Show Raw Text
January 15 , 2015

Via E -mail
Michael W. DePasquale
Chief Executive Officer
BIO-Key International, Inc.
3349 Highway 138, Building A, Suite E
Wall, NJ 07719

Re: BIO-Key International, Inc.
  Amendment No. 1 to Registration Statement on Form S-1
Filed  January 6, 2015
  File No. 333-200887

Dear Mr. DePasquale :

We have reviewed your amended  registration statement , and we have the following
comments .

Executive Compensation, page 32

1. Please provide the information required by Item 402 of Regulation S -K for your fiscal
year ended December 31, 2014.  For guidance, please refer to Quest ion 117.05 of our
Regulation S -K Compliance and Disclosure Interpretations.

Exhibit 23.1

2. The auditor’s consent currently on file is dated as of December 12, 2014.  Please note that
the consent should be dated within 30 days of the effective date of the registration
statement and have your auditor  provide an updated consent accordingly.

Please  contact Katherine Wray, Attorney -Advisor,  at (202) 551 -3483  or, in her absence,
me at (202) 551 -3462  with any questions.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal

cc:  Vincent Vietti and Stephen Brill, Fox Rothschild LLP