What changed in this filing

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Item 1A. Risk Factors

2026-06-12 compared with 2025-04-23 · 35 added, 44 removed, 271 unchanged (23% of the section changed)

3 unchanged sentences

BUSINESS AND FINANCIAL RISKS

We identified a material weakness in our internal control over financial reporting related to the recording and processing of revenue transactions which required the restatement of our quarterly financial statements for the interim periods in 2023.

Such material weaknesses could materially and adversely affect our operations, financial condition, reputation and stock price.

In connection with the audit of our financial statements for the year ended December 31,2023, management concluded that the Company’s previously issued consolidated financial statements should be restated due to inadvertently including certain revenue from our European subsidiary, Swivel Secure Europe, Ltd., in the first quarter of 2023.

In addition, certain allowances for accounts receivable and certain reserves for inventory were understated.

Therefore, the Company misstated gross revenues, accounts receivable, and inventory during the first three quarters of 2023.

The restatement related to the Company’s material weakness in internal control over financial reporting over the recording of revenue, accounts receivable, and inventory transactions.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.

We completed the restatement and have now corrected and continue to monitor the applied corrective actions to remediate the material weakness and continue to strengthen our internal controls over the recording of revenue transactions.

Material weaknesses could materially and adversely affect our operations, financial condition, reputation and stock price.

It is possible that we may discover significant deficiencies or material weaknesses in our internal control over financial reporting in the future.

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Because of such limitations, there are risks that material misstatements due to error or fraud may not be prevented or detected, and that information may not be reported on a timely basis.

Based on our limited cash resources, history of significant losses, negative cash flow, and dependence on debt and equity financing to fund operations, our independent registered public accounting firm has included an explanatory paragraph in their opinion as to the substantial doubt about our ability to continue as a going concern.

Due to, among other factors, our history of significant losses, limited cash resources, negative cash flow, and dependence on debt and equity financing to fund operations, our independent registered public accounting firm has included an explanatory paragraph in their opinion for the year ended December 31, 2024 as to the substantial doubt about our ability to continue as a going concern.

Based on our limited cash resources, history of losses, negative cash flow from operations, and dependence on debt and equity financing to fund operations, our independent registered public accounting firm has included an explanatory paragraph in their opinion as to the substantial doubt about our ability to continue as a going concern.

Due to, among other factors, our history of losses, limited cash resources, negative cash flow from operations, and dependence on debt and equity financing to fund operations, our independent registered public accounting firm has included an explanatory paragraph in their opinion for the year ended December 31, 2025 as to the substantial doubt about our ability to continue as a going concern within one year after issuance.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which contemplate that we will continue to operate as a going concern.

Our financial statements do not contain any adjustments that might result if we are unable to continue as a going concern.

We have historically not generated significant revenue and have sustained substantial operating losses.

Historically, we have not generated significant revenue and have sustained substantial operating losses.

In order to increase revenue, we have developed a direct sales force and anticipate the need to retain additional sales, marketing and technical support personnel and may need to incur substantial expenses.

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If we cannot obtain such financing, we will not be able to execute our business plan, will be required to reduce operating expenses, and in the extreme case, discontinue operations.

Our failure to timely our annual report on Form 10-K for the year ended December 31, 2023 and our quarterly report on Form 10-Q for the period ended March 31, 2024 has made us ineligible to use a Form S-3 to register the offer and sale of securities, which could adversely affect our ability to raise future capital.

As a result of our failure to timely file our annual report on Form 10-K for the year ended December 31, 2023 and our Quarterly Report on SEC Form 10-Q for the period ended March 31, 2024, we are not eligible to register the offer and sale of our securities using a registration statement on Form S-3 until one year from the date we regain and maintain status as a current filer.

Our failure to timely file our annual report on Form 10-K for the year ended December 31, 2025 has made us ineligible to use a Form S-3 to register the offer and sale of securities, which could adversely affect our ability to raise future capital.

As a result of our failure to timely file our annual report on Form 10-K for the year ended December 31, 2025 we are not eligible to register the offer and sale of our securities using a registration statement on Form S-3 until one year from the date we regain and maintain status as a current filer, assuming that we remain listed on the Nasdaq Capital Market.

Should we wish to register the offer and sale of our securities to the public prior to the time we are eligible to use Form S-3, both our transaction costs and the amount of time required to complete the transaction could increase, making it more difficult to execute any such transaction successfully and potentially harming our financial condition.

158 unchanged sentences

In addition, legal, regulatory, contractual and other obligations as well as public concerns relating to privacy, data protection or information security could restrict our ability to store and process data as part of our solutions or otherwise impact our ability to provide our solutions in certain jurisdictions and may result in the loss of business opportunities from customers operating in, or seeking to expand into, those jurisdictions.

Additionally, in 2023, the SEC adopted new rules related to cybersecurity risk management, which may further increase our regulatory burden and the cost of compliance in such events.

Additionally, we are subject to SEC rules related to cybersecurity risk management, which may further increase our regulatory burden and the cost of compliance in such events.

Our business could be adversely affected by trade tariffs or other trade barriers.

Our business is subject to the imposition 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.

The new presidential administration recently imposed new tariffs on imports to the United States from China, Mexico, Canada, and Europe and is expected to impose new tariffs on imports from other countries.

In addition, these countries have, and in the future other countries may, impose retaliatory tariffs.

The current presidential administration has imposed new tariffs on imports to the United States and may impose additional tariffs in the future.

Other countries have, and in the future may, impose retaliatory tariffs.

The resulting environment of retaliatory trade or other practices or additional trade restrictions or barriers could harm our ability to obtain inventory and product components or sell our products and services at prices customers are willing to pay, which could have a material adverse effect on our business, prospects, results of operations, and cash flows.

10 unchanged sentences

A failure, or perceived failure, to adapt to or comply with regulatory requirements or to respond to investor or stakeholder expectations and standards could negatively impact our business and reputation and have a negative impact on the trading price of our common stock.

Legal, regulatory or market measures to address climate change may materially and adversely affect our future results of operations and financial condition.

In March 2024, the SEC adopted climate disclosure rules, which would require new disclosure in certain SEC filings about material climate-related risks, activities to mitigate or adapt to such risks, board oversight of climate-related risks and management’s role in managing material climate-related risks, and climate-related targets and goals.

These climate disclosure rules have been the subject of multiple legal challenges, and the SEC recently dropped its defense of the rules, so the extent to which the rules will go into effect remains uncertain.

Inconsistency of regulations at the federal and state level may affect the costs of compliance with such legal or regulatory requirements.

We may incur increased costs relating to the assessment and disclosure of climate-related risks and increased litigation risks related to such disclosures, either of which could materially and adversely affect our future results of operations and financial condition.

Adverse publicity or climate-related litigation that impacts us could have a negative impact on our business.

The war in Ukraine and the international community ’ s response have created substantial political and economic disruption, uncertainty, and risk.

Russia’s military intervention in Ukraine in late February 2022, Ukraine’s widespread resistance, and the NATO led and United States coordinated economic, financial, communications, and other sanctions imposed by other countries have created significant political and economic world uncertainty.

It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S.

and other countries in respect thereof, as well as any counter measures or retaliatory actions by Russia in response.

At a minimum, the continuing conflict is likely to cause regional instability, geopolitical shifts and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy, which could materially adversely affect our financial condition or results of operations.

Current and likely additional international sanctions against Russia may contribute to higher costs, particularly for petroleum-based products.

The impact of the Russian invasion of Ukraine, and the US-Iran war, and the international community ’ s response have created substantial political and economic disruption, uncertainty, and risk.

The short and long-term implications of Russia’s invasion of Ukraine, and the war between the US and Iran are difficult to predict at this time.

We continue to monitor any adverse impact that the outbreak of war in Ukraine and the subsequent institution of sanctions against Russia by the U.S.

and several European and Asian countries, which has not caused any material harm to the Company to date;

along with the war in Iran, may have on the global economy in general, on our business and operations and on the businesses and operations of our suppliers and customers.

Such risks include, but are not limited to, adverse effects on macro-economic conditions, including inflation;

disruptions to our global technology infrastructure, including through cyberattack, ransom attack, or cyber-intrusion;

adverse changes in international trade policies and relations;

our ability to maintain or increase our product prices;

disruptions in global supply chains;

our exposure to foreign currency fluctuations;

and constraints, volatility, or disruption in the capital markets, any of which could negatively affect our business and financial condition.

These and related actions, responses, and consequences that cannot now be predicted or controlled may contribute to world-wide economic reversals.

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We have issued a substantial number of warrants exercisable into shares of our common stock which could result in substantial dilution to the ownership interests of our existing stockholders.

As of the date of this report, approximately 4,275,056 shares of our common stock (as adjusted to reflect our 1-for-18 reverse stock split, which was effective December 21, 2023) were reserved for issuance upon exercise or conversion of outstanding stock options and warrants.

As of the date of this report, approximately 794,073 shares of our common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026) were reserved for issuance upon exercise or conversion of outstanding stock options and warrants.

The exercise or conversion of these securities will result in a significant increase in the number of outstanding shares and substantially dilute the ownership interests of our existing stockholders.

An active trading market for our common stock may not be sustained.

Although our common stock is listed on the Nasdaq Capital Market, an active trading market for our shares may not be developed and if developed, sustained.

On May 13, 2026 trading of our common stock on the Nasdaq Capital Market was suspended which could adversely impact the trading and liquidity of our common stock.

Our common stock currently trades on OTC Markets and an active trading market for our shares may not be developed on OTC Markets and if developed, sustained.

If an active market for our common stock is not developed or sustained, it may be difficult for you to sell your shares without depressing the market price for the shares or sell your shares at all.

Any inactive trading market for our common stock may also impair our ability to raise capital to continue to fund our operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

If we fail to comply with the continued listing requirements of The Nasdaq Stock Market, our Common Stock may be delisted and the price of our Common Stock and our ability to access the capital markets could be negatively impacted.

Our common stock is listed for trading on Nasdaq.

In order to maintain our listing, we must satisfy Nasdaq’s continued listing requirements.

In 2024, we received multiple notices from Nasdaq indicating that we were not in compliance with Nasdaq continued listing requirements.

These notices referenced failures to timely file our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, to timely file our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, and failure to maintain minimum stockholders' equity of at least $2.5 million.

We have timely cured each of these deficiencies and are currently in compliance with Nasdaq’s continued listing standards.

The value of the shares of common stock of Boumarang Inc.

that we purchased from Fiber Food Systems, Inc.

in connection with our collaboration with Fiber Food Systems increased our stockholders’ equity to a level which satisfied the Nasdaq minimum requirement.

As a privately held pre-revenue company, Boumarang is subject to all of the risks and uncertainties inherent in an early-stage enterprise and the value of its shares are subject to fluctuation which could be material.

Any material decrease in the value of these shares could cause us our stockholders’ equity to fall below the Nasdaq minimum requirement resulting in the potential delisting of our shares from the Nasdaq stock market.

In addition, in recent weeks the trading price of our common stock has fallen below the $1.00 minimum bid required to maintain our listing on Nasdaq.

Continued trading below $1.00 per share could subject us to delisting from the Nasdaq stock market.

The delisting of our common stock from Nasdaq could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock.

Trading of our common stock on the Nasdaq Capital Market was suspended on May 13, 2026.

If we are not successful in our appeal of Nasdaq ’ s decision and are unable to regain compliance with the continued listing requirements of The Nasdaq Stock Market, our Common Stock will be delisted and the price of our Common Stock and our ability to access the capital markets could be negatively impacted.

On May 13, 2026 trading of our common stock on Nasdaq was suspended due to our failure to regain compliance with the minimum bid requirement and to timely file our periodic reports with the SEC.

Our common stock currently trades on OTC Markets under the symbol “BKYI”.

On April 30, 2026, we effected a one-for-ten reverse stock split which restored our share price to a level in excess of Nasdaq’s $1 minimum closing bid price requirement.

Due to the timing of the reverse split, we were unable to maintain this share price level for 10 consecutive trading days prior to May 6, 2026 which resulted in our shares being suspended from trading on Nasdaq.

The suspension and potential delisting of our common stock from Nasdaq could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock as shares traded on the OTC Markets generally have substantially less liquidity and it can be more difficult for stockholders and broker/dealers to purchase and sell our shares in an orderly manner or at all.

As a result, the trading price of our common stock may change quickly, and brokers may not be able to execute trades as quickly as they previously could when our common stock was listed on a national exchange..

Delisting could also harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities.

We have appealed Nasdaq’s decision to suspend trading in our common stock and are currently working to regain compliance with all continued listing standards of the Nasdaq Capital Market.

A hearing to consider our appeal is currently scheduled for June 16, 2026.

There can be no assurance that our appeal will be successful or that our shares will not be delisted.

We may need to raise additional funds in the future through issuances of securities and such additional funding may be dilutive to stockholders or impose operational restrictions.

21 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors