SEC Comment Letter for BIO KEY INTERNATIONAL INC (BKYI) (CIK 0001019034) (BKYI) — Sep 27, 2018
BIO KEY INTERNATIONAL INC (BKYI) (CIK 0001019034)
Date: Sept. 27, 2018 · CIK: 0001019034 · Accession: 0000000000-18-030466
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-200887, 333-203613, 333-227109
Letter
September 18, 2018 Michael DePasquale Chief Executive Officer Bio Key International, Inc. 3349 Highway 138, Building A, Suite E Wall, New Jersey 07719 Re:Bio Key International, Inc. Registration Statement on Form S-3 Filed August 29, 2018 File No. 333-227109 Dear Mr. DePasquale: We have limited our review of your registration statement to those issues we have addressed in our comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Form S-3 General 1.We note that you are registering 2,559,172 shares of your common stock, 2,392,504 shares of which underlie warrants issued in a November 2014 private offering (the “2014 Warrants”). The 2014 Warrants were initially exercisable for 996,887 shares, but the number of shares recently increased by 1,395,627 as a result of an anti-dilution adjustment provision in the warrants. It appears that the initial 996,887 shares underlying the 2014 Warrants were previously registered on a Form S-1 (File No. 333-200887) that was declared effective January 29, 2015 [and which was subsequently combined with another Form S-1 (File No. 333-203613) that was declared effective on May 1, 2015].
FirstName LastNameMichael DePasquale Comapany NameBio Key International, Inc. September 18, 2018 Page 2 FirstName LastName Michael DePasquale Bio Key International, Inc. September 18, 2018 Page 2 Accordingly, please remove the previously registered 996,887 shares from this registration statement or advise. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Michael Foland, Attorney-Advisor, at (202) 551-6711 or Matthew Crispino, Attorney-Advisor, at (202) 551-3456 with any other questions. Sincerely, Division of Corporation Finance Office of Information Technologies and Services
Show Raw Text
September 18, 2018
Michael DePasquale
Chief Executive Officer
Bio Key International, Inc.
3349 Highway 138, Building A, Suite E
Wall, New Jersey 07719
Re:Bio Key International, Inc.
Registration Statement on Form S-3
Filed August 29, 2018
File No. 333-227109
Dear Mr. DePasquale:
We have limited our review of your registration statement to those issues we have
addressed in our comment. In our comment, we may ask you to provide us with information so
we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Form S-3
General
1.We note that you are registering 2,559,172 shares of your common stock, 2,392,504
shares of which underlie warrants issued in a November 2014 private offering (the “2014
Warrants”). The 2014 Warrants were initially exercisable for 996,887 shares, but the
number of shares recently increased by 1,395,627 as a result of an anti-dilution adjustment
provision in the warrants. It appears that the initial 996,887 shares underlying the 2014
Warrants were previously registered on a Form S-1 (File No. 333-200887) that was
declared effective January 29, 2015 [and which was subsequently combined with another
Form S-1 (File No. 333-203613) that was declared effective on May 1, 2015].
FirstName LastNameMichael DePasquale
Comapany NameBio Key International, Inc.
September 18, 2018 Page 2
FirstName LastName
Michael DePasquale
Bio Key International, Inc.
September 18, 2018
Page 2
Accordingly, please remove the previously registered 996,887 shares from this
registration statement or advise.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Michael Foland, Attorney-Advisor, at (202) 551-6711 or Matthew
Crispino, Attorney-Advisor, at (202) 551-3456 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services