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Form 8-K

sec.gov

8-K — BIO KEY INTERNATIONAL INC

Accession: 0001437749-26-010506

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001019034

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — bkyi20260331_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_939585.htm)

GRAPHIC (biokeylogo.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: bkyi20260331_8k.htm · Sequence: 1

bkyi20260331_8k.htm

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0001019034

0001019034

2026-03-31

2026-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2026

BIO-key International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation)

1-13463

(Commission File Number)

41-1741861

(I.R.S. Employer Identification No.)

101 Crawfords Corner Road, Suite 4116

Holmdel, NJ 07733

(Address of principal executive offices)

(732) 359-1100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock

BKYI

Nasdaq Capital market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.         Results of Operations and Financial Condition.

On March 31,2026, BIO-key International, Inc. (the “Company”) issued a press release announcing its financial results for its fourth quarter and year ending December 31, 2025. A copy of the press release issued by the Company on March 31, 2026, is attached as Exhibit 99.

The information, including the exhibit attached hereto, in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01.         Financial Statements, Pro Forma Financial Information and Exhibit.

(d)

Exhibits. The following exhibit is furnished herewith:

99.1

Press Release, dated March 31, 2026, issued by the Company.

104

Cover Page Interactive Data File (embedded with the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BIO-KEY INTERNATIONAL, INC.

Date: March 31,2026

By:

/s/ Cecilia C. Welch

Cecilia C. Welch

Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Press Release, dated March 31, 2026 issued by the Company.

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_939585.htm · Sequence: 2

ex_939585.htm

Exhibit 99.1

BIO-key Reports 2025 Results and Substantially Improved Cash Position, Supporting Expected Strong Growth in 2026; Investor Call Today at 10am ET

Holmdel, NJ – March 31, 2026 – BIO-key® International, Inc. (Nasdaq: BKYI), a global leader in Identity and Access Management (IAM) and biometric authentication technologies, announced its fourth quarter (Q4’25) and year ended December 31, 2025 (2025) results. BIO-key will host an investor call today at 10:00am ET (details below).

Highlights:

2025 Revenue:

$6.1M

2026 Outlook:

Solid revenue growth + improved bottom line

Preliminary Q1’26 Revenue:

$2.2M, up 37% vs. Q1’25 and 80% vs. Q4’25

2025 Cash Position:

$2.7M, up $2.3M vs. $0.4M vs. 2024

BIO-key CEO, Mike DePasquale commented, “We had a broad base of achievements in 2025, the revenue and bottom-line benefits of which will be realized in early 2026 and beyond. In 2025, we completed our strategic transition to selling only BIO-key branded solutions in the EMEA region, where we previously sold Swivel Secure products until 2024. Despite the impact to license revenue in 2025, the transition provides significant benefits to our gross margin and growth prospects as we work to rebuild a broader pipeline of EMEA partner and other opportunities.

“Both hardware and services revenues increased in 2025 due to growth in our customer base and licensed users. Based on expanding customer deployments and a broadening pipeline of opportunities, we expect growth in software license fees and overall revenues in 2026. We are off to a strong start with preliminary Q1’26 revenue expected to grow 37% over Q1’25 to approximately $2.2M and driving a substantial improvement in our bottom-line versus prior periods. It’s a good start toward our goal of achieving break-even results in early 2026.

Foreign Military/Defense and Financial Customer Traction

“We are seeing particular strength with foreign government, defense and financial customers that appreciate the substantial security and value provided by our biometric solutions. The traction we see is also benefited by more supportive regulatory frameworks in many foreign jurisdictions, as well as their greater proximity to escalating global tensions.

“We launched our Defense & Intelligence Cybersecurity Initiative in 2025 given expectations for increased global defense spending, particularly in Europe and the Middle East. This initiative leverages our expanding base of global military and defense customers, with sales and support teams, to better engage with defense prime contractors and end customers.

“We secured a $280,000 follow-on order from a foreign defense ministry earlier in Q1’26, as well as additional orders from them later in the quarter valued at $220k to support their growing deployment of biometric user authentication hardware and software for additional personnel. Those orders brought total military and defense revenue over the last twelve months to more than $2.2M, including a significant new deployment with a Middle East Defense Sector Organization in Q4. Given the strength of our solutions for these mission critical applications, we are confident in our growth prospects for the defense industry in 2026.

“Outside of defense, we are expanding our geographic reach and customer base with significant new partnerships in India, Vietnam, the Middle East and the Nordic region of Europe. Our EMEA division’s partnership with Citadel Global expands our presence in India and positions us for opportunities created by the EU-India Free Trade Agreement with a free-trade zone for 2 billion people.

“The financial sector has provided another area of strength for BIO-key as a long-standing foreign retail bank executed a $1M annual license renewal for the expanded use of our biometric identity solution for over 30M clients. Additionally, through a partnership with Run-Level, we are delivering identity security across Mozambique’s national payments infrastructure led by SIMO, our 11th financial services customer globally.

“Turning to the U.S., we recently formed a significant partnership with TD Synnex Public Sector (DLT) to bring our suite of security solutions to government agencies. These agencies face increasing mandates to adopt Zero trust infrastructure, including phish-resistant MFA. DLT is part of TD Synnex, a large technology solutions provider with over $60B in annual sales. This partnership provides public sector access and a streamlined procurement path for agencies to implement our solutions.

Cost Management and Financial Strength

“On the cost side, we further trimmed operating expenses in 2025, reducing total SG&A expense by $768,000, or 11%, and total operating expenses by 7% in 2025. We also strengthened our financial position, ending 2025 with $2.7M in cash and increasing our book value to $7.6M versus $3.8M at year end 2024. Today, with our current cash position and expected cash receipts, we have solid working capital to deliver on our growth plan in 2026.

“In summary, building off our 2025 accomplishments, we are off to a strong start in 2026 with momentum in several markets. We expect top-line expansion combined with expense management to advance our goal of reaching break-even in 2026. Given the timing of large orders, our financial performance will likely fluctuate on a quarterly basis; however, we are very excited about our outlook for 2026 and beyond.”

Recent Business Progress

Government Sector: BIO-key Partnered with TD Synnex Public Sector (DLT) to Deliver IAM Solutions to the U.S. Public Sector, and BIO-key and Visualforma were Awarded a Contract to Secure Digital Identities for a Large Portuguese Municipality.

Defense Sector: BIO-key Surpassed $2M in Military/Defense Sales over the Latest Twelve Months through Follow-on Orders and a Significant Middle East Defense Sector Deployment.

Financial Sector: Secured $1.04M one-year license renewal with a foreign bank for Biometric Identity Solution and partnered with Run-Level to deliver Identity Security Solution Across Mozambique’s National Payments Infrastructure.

Expanded International Reach via New Partners:

Citadel Global in India; SAVIS Group in Vietnam;

VaporVM in the Middle East and Africa; and IT2Trust in Denmark, Sweden, Norway, and Finland.

New Product Introductions: ECOID III Fingerprint Scanner (FBI FAB 20 Certified) and Passwordless Innovations Debuted at 2025 Gartner® IAM Summit.

Financial Review

Please note that the audit our 2025 financial statements has not been completed by our independent registered public accounting firm as of the date of this press release and results are therefore subject to change.

2025 revenues decreased approximately 12% to $6.1M from $6.9M in 2024, due largely to a significant contract renewal with a foreign retail bank that benefited 2024 vs. 2025, as well as BIO-key’s exit from the Swivel Secure Limited distribution agreement and related transition to selling BIO-key branded solutions in the EMEA region. As a result, license fee revenue decreased by $1.6M, or 31% in 2025. Meanwhile, hardware revenue increased over 100% to $1.3M in 2025, due primarily to increased purchases of our biometric hardware solutions, including the sale of some previously fully-reserved inventory. Services revenues increased 6% to $1.2M in 2025 due to a growing customer base, as recurring service revenue grew 4%, and non-recurring custom services expanded by 23% to support new customer deployments. BIO-key expects service fees to increase from 2025 levels as it expands deployments worldwide.

Gross profit declined to $4.7M with a gross margin of 77.5% in 2025, as compared to $5.6M with a gross margin of 81.4% in 2024, reflecting lower license fees and increased hardware revenues that carry a lower gross margin. Gross margin on license fees improved to 91.3% in 2025 versus 88.6% in 2024, benefitting from BIO-key branded product sales in the EMEA region. Gross profit also benefitted from positive hardware reserve adjustment of $513,400 in 2025 in connection with the sale of hardware that was previously reserved. 2024 results included a positive hardware reserve adjustment of $213,005

BIO-key reduced its operating expenses by $669,116, or 7%, in 2025 vs. 2024, reflecting a $767,929, or 11%, reduction in SG&A costs, partially offset by a $98,813, or 4%, increase in research, development and engineering expenses to support new product development. Proactive cost reductions included a reorganization of sales personnel costs, and lower marketing show expenses and audit fees, partially offset by higher professional services fees, principally related to financing activities.

Reflecting lower gross profit, offset by lower operating expenses, BIO-key’s 2025 net loss increased to $4.6M, or ($0.69) per share, compared to a net loss of $4.3M, or ($2.09) per share, in 2024. Per share amounts reflect weighted average common shares outstanding (basic and diluted) of 6,647,702 in 2025 and 2,059,884 in 2024.

Balance Sheet

BIO-key’s book value increased to $7,668,613 at the close of 2025 from $3,772,031 at the close of 2024. As of December 31, 2025, BIO-key had approximately $4.6M of current assets, including $2.7M of cash equivalents, $1.2M of accounts receivable, and $370,879 of net inventory.

Conference Call Details

Date / Time:

Tuesday, March 31st at 10 a.m. ET

Call Dial In #:

1-877-418-5460 U.S. or 1-412-717-9594 Int’l

Live Webcast / Replay:

Webcast & Replay Link – Available for 3 months.

Audio Replay:

1-877-344-7529 U.S. or 1-412-317-0088 Int’l; code 4802902

About BIO-key International, Inc. (www.BIO-key.com)

BIO-key is revolutionizing authentication and cybersecurity with biometric-centric, multi-factor identity and access management (IAM) software securing access for over forty million users. BIO-key allows customers to choose the right authentication factors for diverse use cases, including phoneless, tokenless, and passwordless biometric options. Its cloud-hosted or on-premise PortalGuard IAM solution provides cost-effective, easy-to-deploy, convenient, and secure access to computers, information, applications, and high-value transactions.

BIO-key Safe Harbor Statement

All statements contained in this press release other than statements of historical facts are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 (the "Act"). The words "estimate," "project," "intends," "expects," "anticipates," "believes" and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management's beliefs, as well as assumptions made by, and information currently available to, management pursuant to the "safe-harbor" provisions of the Act. These statements are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include, without limitation, our history of losses and limited revenue; our ability to raise additional capital to satisfy working capital needs; our ability to continue as a going concern; our ability to protect our intellectual property; changes in business conditions; changes in our sales strategy and product development plans; changes in the marketplace; continued services of our executive management team; security breaches; competition in the biometric technology and identity access management industries; market acceptance of biometric products generally and our products under development; our ability to convert sales opportunities to customer contracts; our ability to expand into Asia, Africa and other foreign markets; fluctuations in foreign currency exchange rates; the duration and extent of continued hostilities in Ukraine and its impact on our European customers; the impact of tariffs and other trade barriers which may make it more costly for us to import inventory from China and Hong Kong and certain product components from South Korea; delays in the development of products, the commercial; our temporary loss of the use of a Registration Statement on Form S-3 to register securities in the future; any disruption to our business that may occur on a longer-term basis should we be unable to continue to maintain effective internal controls over financial reporting, and statements of assumption underlying any of the foregoing as well as other factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements whether as a result of new information, future events, or otherwise.

Engage with BIO-key

Facebook – Corporate:

https://www.facebook.com/BIOkeyInternational/

LinkedIn – Corporate:

https://www.linkedin.com/company/bio-key-international

X – Corporate:

@BIOkeyIntl

X – Investors:

@BIO_keyIR

StockTwits:

BIO_keyIR

Investor Contacts

William Jones, David Collins

Catalyst IR

BKYI@catalyst-ir.com or 212-924-9800

BIO-key International, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2025

2024

2025

2024

Revenues

Services

$

309,400

$

344,444

$

1,172,107

$

1,108,506

License fees

758,066

1,023,701

3,580,862

5,189,370

Hardware

173,879

94,133

1,342,148

631,695

Total revenues

1,241,345

1,462,278

6,095,117

6,929,571

Costs and other expenses

Cost of services

89,997

73,317

387,144

396,274

Cost of license fees

76,045

146,120

309,829

589,505

Cost of hardware

109,689

255,927

1,189,464

516,611

Cost of hardware reserve

(4,360

)

(213,005

)

(513,400

)

(213,005

)

Total costs and other expenses

271,371

262,359

1,373,037

1,289,385

Gross profit

969,974

1,199,919

4,722,080

5,640,186

Operating Expenses

Selling, general and administrative

1,918,856

1,807,383

6,372,218

7,140,147

Research, development and engineering

694,471

660,150

2,609,893

2,511,080

Total Operating expenses

2,613,327

2,467,533

8,982,111

9,651,227

Operating loss

(1,643.353

)

(1,267,616

)

(4,260,031

)

(4,011,041

)

Other income (expense)

Interest income

1,178

57

3,787

110

Loss on foreign currency transactions

-

(13,004

)

-

(13,004

)

Loan fee amortization

(61,000

)

(60,000

)

(256,833

)

(124,000

)

Interest expense

(1,905

)

(66,932

)

(60,793

)

(175,755

)

Total other income (expense)

(61,727

)

(139,879

)

(313,839

)

(312,649

)

Loss before provision for income taxes (tax benefits)

(1,705,080

)

(1,407,495

)

(4,573,870

)

(4,323,690

)

Provision for income taxes (tax benefits)

16,500

22,998

(16,500

)

22,998

Net loss

$

(1,721.580

)

$

(1,384,498

)

$

(4,590,370

)

$

(4,300,692

)

Comprehensive loss:

Net loss

$

(1,721,580

)

$

(1,384,498

)

$

(4,590,370

)

$

(4,300,692

)

Other comprehensive income – Foreign translation adjustment

28,047

(25,409

)

19,745

26,469

Comprehensive loss

$

(1,693,533

)

$

(1,409,907

)

$

(4,570,625

)

$

(4,274,223

)

Basic and Diluted Loss per Common Share

$

(0.19

)

$

(0.46

)

$

(0.69

)

$

(2.09

)

Weighted Average Common Shares Outstanding

Basic and diluted

9,293,581

3,032,240

6,647,702

2,059,884

Please note that the audit our 2025 financial statements has not been completed by our independent registered public accounting firm as of the date of this press release and results are therefore subject to change.

BIO-key International, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

December 31,

2025

2024

ASSETS

Cash and cash equivalents

$

2,694,663

$

437,604

Accounts receivable, net

1,243,810

718,229

Due from factor

-

74,170

Inventory, net of reserve

370,879

378,307

Prepaid expenses and other

290,143

278,648

Total current assets

4,599,495

1,886,958

Equipment and leasehold improvements, net

67,751

140,198

Capitalized contract costs, net

311,591

409,426

Deposits and other assets

7,976

7,976

Operating lease right-of-use assets

47,953

73,372

Investments

5,000,000

5,000,000

Intangible assets, net

830,357

1,097,630

Total non-current assets

6,265,628

6,728,602

TOTAL ASSETS

$

10,865,123

$

8,615,560

LIABILITIES

Accounts payable

$

516,468

$

818,187

Accrued liabilities

1,324,819

1,278,732

Note payable

604,102

1,525,977

Government loan – BBVA Bank, current portion

50,530

132,731

Deferred revenue – current

572,513

773,267

Operating lease liabilities, current portion

27,728

24,642

Total current liabilities

3,096,160

4,553,536

Deferred revenue, net of current portion

62,584

196,237

Deferred tax liability

16,500

-

Government loan – BBVA Bank, net of current portion

-

44,762

Operating lease liabilities, net of current portion

21,266

48,994

Total non-current liabilities

100,350

289,993

TOTAL LIABILITIES

3,196,510

4,843,529

Commitments

STOCKHOLDERS’ EQUITY

Common stock — authorized, 170,000,000 shares; issued and outstanding; 10,852,118 and 3,715,483 of $.0001 par value at December 31, 2025 and December 31, 2024, respectively

1,085

372

Additional paid-in capital

141,496,765

133,030,271

Accumulated other comprehensive income

69,035

49,290

Accumulated deficit

(133,898,272

)

(129,307,902

)

TOTAL STOCKHOLDERS’ EQUITY

7,668,613

3,772,031

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$

10,865,123

$

8,615,560

Please note that the audit our 2025 financial statements has not been completed by our independent registered public accounting firm as of the date of this press release and results are therefore subject to change.

BIO-key International, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31,

2025

2024

CASH FLOW FROM OPERATING ACTIVITIES:

Net loss

$

(4,590,370

)

$

(4,300,692

)

Adjustments to reconcile net loss to cash used for operating activities:

Depreciation

84,458

93,026

Amortization of intangible assets and write-off

267,273

304,983

Interest payable on Note

58,282

164,589

Loss on foreign currency

-

13,004

Reserve for inventory

(513,400

)

(213,005

)

Allowance for credit losses

(250,000

)

(372,532

)

Amortization of debt discount

261,833

124,000

Amortization of capitalized contract costs

173,062

175,900

Share based and warrant compensation for employees and consultants

146,571

225,245

Stock based fees to directors

20,004

18,006

Bad debt expense

15,000

100,000

Deferred income tax benefit

16,500

(22,998

)

Amortization of operating lease right-of-use assets

25,419

79,521

Change in operating assets and liabilities:

Accounts receivable

(275,581

)

855,829

Due from factor

74,170

25,150

Capitalized contract costs

(75,227

)

(355,520

)

Deposits

-

(7,976

)

Right-of-use asset

-

(115,988

)

Inventory

520,828

280,438

Prepaid expenses and other

(11,495

)

85,523

Accounts payable

(301,518

)

(502,987

)

Accrued liabilities

46,087

(27,116

)

Deferred revenue

(334,407

)

526,240

Operating lease liabilities

(20,410

)

(66,712

)

Net cash used for operating activities

(4,662,921

)

(2,914,072

)

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(12,012

)

(13,047

)

Net cash used for investing activities

(12,012

)

(13,047

)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from the exercise of warrants

6,966,558

1,908,099

Costs incurred for issuance of common stock

(462,994

)

(172,350

)

Proceeds from issuance of note payable

1,000,000

2,000,000

Repayment of note payable

(455,000

)

(762,611

)

Repayment of government loan

(146,393

)

(150,024

)

Proceeds from Employee Stock Purchase Plan

10,076

3,740

Net cash provided by financing activities

6,912,247

2,826,854

Effect of exchange rate changes

19,745

26,469

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

2,257,059

(73,796

)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

437,604

511,400

CASH AND CASH EQUIVALENTS, END OF YEAR

$

2,694,663

$

437,604

Please note that the audit our 2025 financial statements has not been completed by our independent registered public accounting firm as of the date of this press release and results are therefore subject to change.

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Mar. 31, 2026

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Document, Period End Date

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DE

Entity, File Number

1-13463

Entity, Tax Identification Number

41-1741861

Entity, Address, Address Line One

101 Crawfords Corner Road

Entity, Address, Address Line Two

Suite 4116

Entity, Address, City or Town

Holmdel

Entity, Address, State or Province

NJ

Entity, Address, Postal Zip Code

07733

City Area Code

732

Local Phone Number

359-1100

Title of 12(b) Security

Common Stock

Trading Symbol

BKYI

Security Exchange Name

NASDAQ

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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-Name Exchange Act

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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-Section 12

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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