BIO-key Receives Notice of Non-Compliance from Nasdaq Related to Delay of its Form 10-K Filing

Rhea-AI Summary

BIO-key (Nasdaq: BKYI) received a Notice of Non-Compliance from Nasdaq for failing to timely file its Annual Report on Form 10-K for the year ended December 31, 2025 under Nasdaq Rule 5250(c)(1).

The notice does not immediately affect listing or trading. The company is working with auditors and expects to file the Form 10-K next week.

Positive

• Nasdaq notice has no immediate effect on listing or trading
• Company expects to file the Form 10-K next week
• Management is working with auditors to finalize the filing

Negative

• Failure to timely file Form 10-K for year ended Dec 31, 2025
• Receipt of Nasdaq Notice of Non-Compliance (Rule 5250(c)(1))

News Market Reaction – BKYI

-5.50%

3 alerts

-5.50% Session close to close

-3.7% Trough Tracked

$6.45M Market Cap

0.1x Rel. Volume

In the Apr 23 session, BKYI declined 5.50%, reflecting a notable negative market reaction. Argus tracked a trough of -3.7% from its starting point during tracking. Our momentum scanner triggered 3 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -5.5% in the session following this news. A negative reaction despite the notice sta...

Analysis

The stock moved -5.5% in the session following this news. A negative reaction despite the notice stating no immediate impact on Nasdaq Capital Market listing would fit a pattern where investors treat filing delays as a governance and visibility risk. Earlier updates in March–April 2026 emphasized improving revenues and profitability, so a sharp decline here would show that timely reporting and listing compliance can outweigh recent operational momentum in the short term, particularly for a stock already trading well below its 52-week high.

Historical Context

5 past events · Latest: Apr 16 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 16	Revenue outlook update	Positive	+6.3%	Guided to ~50% 1H 2026 revenue growth and positive net income.
Mar 31	Full-year 2025 results	Positive	-11.3%	Reported 2025 results with stronger cash and outlook but lower revenue.
Mar 25	Investor call announcement	Neutral	+6.3%	Scheduled year-end investor call with management Q&A for 2025 results.
Mar 12	Strategic partnership	Positive	+4.3%	Partnered with TD SYNNEX Public Sector to distribute IAM solutions.
Mar 05	Defense order milestone	Positive	+2.9%	Announced new $280,000 order, lifting defense sales above $2M in 12 months.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent company-specific news has more often seen share-price gains, with one notable divergence on a broadly positive 2025 results update.

Recent Company History

Over the last few months, BIO-key has highlighted multiple growth and financing milestones. On Mar 5, 2026, it reported over $2M in military/defense orders, followed by a strategic public-sector partnership on Mar 12. An investor call announcement on Mar 25 and 2025 results plus a stronger cash position on Mar 31 framed expectations for 2026 growth. On Apr 16, the company guided to about $5.0M 1H 2026 revenue and positive net income. Today’s Nasdaq non-compliance notice contrasts with that prior operationally focused momentum.

Key Terms

form 10-k, nasdaq listing rule 5250(c)(1), nasdaq capital market, identity and access management (iam), +2 more

6 terms

form 10-k regulatory

"failure to timely file its Annual Report on Form 10-K for the year ended"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

nasdaq listing rule 5250(c)(1) regulatory

"not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

nasdaq capital market regulatory

"no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

identity and access management (iam) technical

"a global leader in Identity and Access Management (IAM) and biometric"

Identity and access management (IAM) is the set of tools and practices a company uses to control who can enter its digital systems and what they can do, like assigning and checking virtual keys for employees, contractors and customers. Investors care because strong IAM reduces the risk of costly data breaches, regulatory fines and downtime, while weak IAM can damage trust, trigger expenses and harm a company’s valuation.

biometric authentication technical

"IAM) and biometric authentication technologies, announced today that it has"

Biometric authentication uses a person’s unique physical or behavioral traits—such as fingerprints, facial features, iris patterns, or voice—to verify identity instead of passwords or codes. For investors, it matters because faster, more secure login methods can boost customer trust and reduce fraud-related costs, while also creating opportunities and risks around technology adoption, data privacy rules, and the companies that build or supply the biometric systems.

securities and exchange commission regulatory

"file all required periodic financial reports with the Securities and Exchange Commission"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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HOLMDEL, N.J., April 22, 2026 (GLOBE NEWSWIRE) -- BIO-key International, Inc. (Nasdaq: BKYI), a global leader in Identity and Access Management (IAM) and biometric authentication technologies, announced today that it has received a notification letter from The Nasdaq Stock Market, LLC informing the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission, due to the Company’s failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2025. The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market.

BIO-key is working with its auditors to finalize its Form 10-K which it expects to file next week.

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.

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
212-924-9800

FAQ

Why did BIO-key (BKYI) receive a Nasdaq Notice of Non-Compliance on April 22, 2026?

Because BIO-key did not timely file its Annual Report on Form 10-K for the year ended December 31, 2025. According to the company, Nasdaq issued the notice under Rule 5250(c)(1) for the missed SEC filing deadline.

Will the Nasdaq Notice of Non-Compliance for BKYI affect BIO-key's listing or trading?

The notice has no immediate effect on listing or trading of BIO-key common stock. According to the company, the Notification Letter does not suspend or delist shares while the company finalizes its Form 10-K.

When does BIO-key (BKYI) expect to file the delayed Form 10-K?

BIO-key expects to file the Form 10-K next week. According to the company, it is working with its auditors to finalize financial statements and submit the Annual Report promptly.

What does Nasdaq Rule 5250(c)(1) require and how does it apply to BKYI?

Rule 5250(c)(1) requires listed companies to timely file required periodic reports with the SEC. According to the company, failure to file the 2025 Form 10-K triggered the Nasdaq Notification Letter under that rule.

Should BKYI shareholders be concerned about financial penalties or delisting after the Nasdaq notice?

Immediate delisting or penalties were not indicated in the notice. According to the company, the Notification Letter simply reports non-compliance while the company works with auditors to file the Form 10-K.