BIO-key International, Inc. filings document the formal disclosures of an IAM and biometric authentication company, including operating results and financial condition in Form 8-K reports, press-release exhibits, and the company’s Form 12b-25 notice for a delayed annual report. The records also capture disclosures tied to software license renewals, hardware revenue activity, and cash-position commentary.
Proxy and current-report filings cover stockholder voting, certificate amendments, and material modifications to security-holder rights related to the 1-for-10 reverse stock split. The filing record also includes Nasdaq continued-listing notices tied to periodic-report timing, capital-structure disclosures, governance procedures, and meeting mechanics for common stockholders.
BIO-key International, Inc. (BKYI) has filed a preliminary registration statement covering the resale by Armistice Capital Master Fund Ltd. of up to 1,236,668 common shares issuable upon warrant exercise. The selling stockholder may resell only after the registration statement becomes effective and receives any resale proceeds; BIO-key receives none from those sales. The warrants carry a $4.06 per-share exercise price and cannot be exercised until stockholder approval, which has not been obtained. The approval proposal was not approved, and the annual meeting was adjourned to October 30, 2026.
If all warrants are exercised for cash, BIO-key would receive approximately $5,020,872.08 in gross proceeds, which it expects to use for working capital and general corporate purposes. In certain circumstances, the warrants may instead be exercised cashlessly, in which case BIO-key receives no cash and fewer shares are issued. The warrants expire five years after stockholder approval, and the holder’s beneficial-ownership limit is 4.99%, or 9.99% at its election.
BIO-key International (BKYI) stockholders elected Michael W. DePasquale, Wong Kwok Fong (Kelvin), Robert J. Michel, Emmanuel Alia and Cameron E. Williams to serve as directors until the 2027 annual meeting and until their successors are duly elected and qualified. They also ratified M&K CPAs, PLLC as the independent registered public accounting firm for the year ending December 31, 2026, and approved named executive officer compensation on a non-binding, advisory basis.
Proposal 4 remains open as the annual meeting is scheduled to reconvene on October 30, 2026. It seeks approval, for purposes of complying with NASDAQ Listing Rule 5635(d), to issue up to 1,236,668 common shares upon exercise of warrants issued in the August 10, 2026 warrant inducement transaction. The record date remains July 15, 2026. A total of 606,778 shares, approximately 55.8% of the 1,087,360 shares outstanding and entitled to vote, were present or represented by proxy.
BIO-key International, Inc. entered into four Exchange Agreements with Streeterville Capital, LLC on September 29, 2026. Under the agreements, four Partitioned Notes with aggregate original principal of $416,315.80 were exchanged for 247,805 shares of common stock. The Original Note’s outstanding balance was reduced by $416,315.80, and BIO-key stated that the note was paid in full.
The Original Note had original principal of $1,130,000 and was dated September 30, 2025. The share issuance was unregistered and made under the Securities Act’s Section 3(a)(9) exemption.
BIO-key International, Inc. (BKYI) reports that its 2026 Annual Meeting of Stockholders, convened on September 3, 2026, was adjourned because there were not sufficient votes at that time to approve Proposal 4. Proposal 4 seeks stockholder approval, for purposes of NASDAQ Listing Rule 5635(d), of the potential issuance of up to 1,236,668 shares of common stock upon exercise of warrants issued in an August 10, 2026 warrant inducement transaction.
The Annual Meeting will be reconvened on October 2, 2026 at 10:00 a.m. at the company’s Holmdel, New Jersey offices, with no changes to the proposals and all polls remaining open. The record date for the meeting remains July 15, 2026, and stockholders who have not yet voted on Proposal 4 are asked to submit a new proxy using the revised proxy card or online/telephone instructions.
BIO-key International, Inc. is asking stockholders to approve Proposal 4 at the 2026 Annual Meeting to comply with NASDAQ Listing Rule 5635(d). Proposal 4 would approve the issuance of up to 1,236,668 shares of common stock upon exercise of new warrants issued in an August 10, 2026 warrant inducement transaction with Armistice Capital Master Fund Ltd.
In that transaction, the holder fully exercised 618,334 existing warrants at a reduced exercise price of $4.06 per share (down from $10.20), providing gross proceeds of approximately $2.51 million. In return, BIO-key issued new five-year warrants, also exercisable at $4.06 per share, subject to stockholder approval and a 4.99% beneficial ownership limitation. If fully exercised, the new warrants would generate additional gross proceeds of $5,020,872 and, based on 1,087,360 shares outstanding as of the record date, would dilute existing ownership and voting power by approximately 53.2%.
BIO-key International reported higher revenue and a smaller loss for the quarter ended June 30, 2026. Q2’26 total revenues rose 13% to $1,919,991, driven by a 53% increase in license fees to $1,229,345, while hardware and services revenues declined due to timing of deployments and renewals.
Gross profit increased to $1,674,040 and gross margin improved to 87%, helped by a richer mix of high‑margin license revenue and benefits from previously reserved hardware inventory. Operating expenses fell 5%, leading to an improved Q2’26 net loss of $(576,852), or $(0.56) per share, versus $(1,167,396), or $(2.01) per share, in Q2’25. For 1H’26, revenue grew to $4,065,524 and net loss narrowed to $(781,889).
On the balance sheet, stockholders’ equity was $4,334,878 and cash and cash equivalents were $1,379,300 at June 30, 2026. The company reduced a 2025 note by $350,000 (51%) to $325,000 via share issuance and completed a warrant inducement transaction raising $2 in gross proceeds, also issuing new warrants. Management highlights growing EMEA opportunities, government and financial-sector demand, and a second-half outlook that targets profitability.
BIO-key International entered into a warrant exercise agreement with an existing institutional investor covering the exercise of 618,334 existing warrants to purchase common stock. The exercise price was reduced from $10.20 to $4.06 per share, generating approximately $2.51 million in gross proceeds before fees, which are intended for working capital, general corporate purposes, and potentially partial repayment of a secured note.
In consideration, the investor received 1,236,668 new unregistered warrants with an exercise price of $4.06 per share. These new warrants include a 4.99% beneficial ownership limitation and are exercisable only upon stockholder approval required by Nasdaq rules; they expire five years from any such approval date. BIO-key agreed to seek stockholder approval within 120 days and, if not obtained, to hold additional meetings every 90 days. The company will also file a resale registration statement for the underlying shares, targeting effectiveness within 90 days. Maxim Group LLC acted as exclusive placement agent, earning a 5.0% cash fee on gross proceeds.
BIO-key International, Inc. reported higher revenue but continued losses for the quarter and six months ended June 30, 2026. Three‑month revenue rose to $1.92 million from $1.70 million, with a net loss of $576,852, an improvement from a $1.17 million loss a year earlier. For the first half of 2026, revenue increased to $4.07 million from $3.30 million, while the net loss narrowed to $781,889 from $1.90 million, aided by a large reversal of previously reserved hardware inventory.
Cash and cash equivalents were $1.38 million and working capital about $0.79 million at June 30, 2026. Management states the company requires roughly $750,000 per month to operate and does not currently have sufficient cash for twelve months of operations, leading to substantial doubt about its ability to continue as a going concern. The company has relied on warrant exercises, secured notes, equity issuances, and receivables factoring to fund operations and continues cost‑cutting and inventory monetization initiatives.
BIO-key International, Inc. will hold its 2026 annual stockholders meeting on September 3, 2026, to elect five directors, ratify M&K CPAs, PLLC as independent auditor for 2026, and hold an advisory Say-on-Pay vote on executive compensation.
Holders of 1,087,360 shares of common stock outstanding as of July 15, 2026 are entitled to one vote per share. Officers and directors as a group own 43,178 shares, or 4.0%, while Fiber Food Systems, Inc. holds 59,500 shares, or 5.5%.
The proxy details 2025 pay for senior executives (CEO total compensation $346,824) and change-in-control and severance protections that can accelerate equity vesting. It also describes a 2024 share-for-share transaction with Fiber Food involving 5,000,000 Boumarang, Inc. shares and mutual standstill provisions.
The audit committee seeks ratification of M&K following the July 2026 dismissal of Bush & Associates, whose 2024 and 2025 audit reports included an explanatory paragraph raising substantial doubt about the company’s ability to continue as a going concern.