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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 27, 2026 (August
27, 2026)
BIOKEY (CAYMAN), INC.
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
000-56853 |
|
93-3535498 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
44370 Old Warm Springs Blvd.
Fremont,
CA |
|
94538 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number including area code: (510) 668-0881
(Former
name or former address, if changed since last report)
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:
| ☐ |
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 the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| - |
|
- |
|
- |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
Explanatory
Note
Earlier today, BioKey (Cayman), Inc., an exempted company incorporated
with limited liability under the laws of the Cayman Islands (the “Company”), filed a Current Report on Form 8-K (the
“Initial 8K”) to disclose that it has successfully completed the separation (the “Spin-Off”) from
ABVC BioPharma, Inc. (“ABVC”), effected by ABVC’s distribution of approximately 15% of the issued and outstanding
ordinary shares, par value $0.0001 per share (“Ordinary Shares”), of the Company to holders of common stock of ABVC
(the “ABVC Common Stockholders”) as a pro rata dividend in the Spin-Off (the “Distribution”), pursuant
to the terms of that certain Separation and Distribution Agreement, dated as of June 22, 2026, between the Company and ABVC (the “Separation
Agreement”). Attached as Exhibit 99.1 to the Initial 8K, was the final form of the information statement that describes the
Spin-Off and provides important information regarding the Company’s business and management (the “Information Statement”),
however it was not dated. We are filing this amendment to the Initial 8K solely to attach the final, dated Information Statement. Other
than the date, there are no changes to the Information Statement.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Exhibit |
| 2.1 |
|
Separation
and Distribution Agreement, dated as of June 22, 2026, by and between ABVC BioPharma, Inc. and BioKey (Cayman), Inc. (incorporated by reference to the 8K filed on August 27, 2026) |
| 10.1 |
|
Transitional
Services Agreement, dated as of June 22, 2026, by and between ABVC BioPharma, Inc. and BioKey (Cayman), Inc. (incorporated by reference to the 8K filed on August 27, 2026) |
| 10.2 |
|
Tax
Matters Agreement, dated as of June 22, 2026, by and between ABVC BioPharma, Inc. and BioKey (Cayman), Inc. (incorporated by reference to the 8K filed on August 27, 2026) |
| 10.3 |
|
Employee
Matters Agreement, dated as of June 22, 2026, by and between ABVC BioPharma, Inc. and BioKey (Cayman), Inc. (incorporated by reference to the 8K filed on August 27, 2026) |
| 23.1 |
|
Consent of Simon &
Edward, LLP (incorporated by reference to the 8K filed on August 27, 2026) |
| 99.1 |
|
Information Statement of
BioKey (Cayman), Inc., dated August 27, 2026 (filed herewith) |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
BioKey (Cayman), Inc. |
| |
|
|
| August 27, 2026 |
By: |
/s/ T.S. Jiang |
| |
|
T.S. Jiang |
| |
|
Chief Executive Officer |