Entry into a Material Definitive Agreement.
On June 22, 2023, BIO-key International, Inc. (the “Company,” “we” or “us”) entered into a Waiver and Amendment No. 1 to Securities Purchase Agreement (the “Amendment”) with AJB Capital Investments, LLC (the “Investor”). The Amendment amended certain provisions of the Securities Purchase Agreement dated December 22, 2022 (the “Original Agreement”) entered into between the Company and Investor which provided for, among other things, the issuance of a $2,200,000 principal amount senior secured promissory note (the “Note”) to the Investor.
In connection with the issuance of the Note, the Company issued 700,000 shares of common stock (the “Commitment Shares”) to the Investor. In the event that the Note was paid in full within six months after the date of issuance, the Company had the right to repurchase 350,000 of the Commitment Shares for aggregate payment to the Investor of $1.00. The Amendment provides for the Company to repurchase up to 272,000 of the Commitment Shares in the event that the Company makes a principal payment on or before July 22, 2023 and to repurchase up to 214,000 of the Commitment Shares in the event that the Company makes a principal payment after July 22, 2023 and before August 21, 2023, in each case, for aggregate payment to the Investor of $1.00. The number of Commitment Shares subject to repurchase is based on the amount of the principal payments made by the Company.
The Amendment also waived certain prior events of default in connection with the Company’s failure to timely make certain filings with the United States Securities and Exchange Commission.
The foregoing descriptions of the Amendment and the Original Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of such agreements, copies of which are filed as Exhibit 10.1 to this Current Report on Form 8-K and Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 22, 2022, respectively.
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