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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.
BIO-key International reported a change in its independent auditor. On July 2, 2026, the audit committee approved the engagement of M&K CPAS, PLLC, and on July 7, 2026, it dismissed Bush & Associates CPA LLC as the company’s independent registered public accounting firm.
Bush & Associates’ audit reports on the 2024 and 2025 financial statements contained an explanatory paragraph raising substantial doubt about BIO-key’s ability to continue as a going concern, but otherwise were not adverse or qualified. The company states there were no disagreements or reportable events with Bush & Associates, and it has requested a confirming letter filed as an exhibit to this report.
BIO-key International, Inc. announced that trading of its common stock will recommence on the Nasdaq Capital Market when markets open on July 8, 2026, after the company regained compliance with Nasdaq’s continued listing standards. Compliance related to requirements such as minimum bid price and timely SEC filings.
Nasdaq’s Hearings Panel reached this determination following a June 16, 2026 hearing. BIO-key will remain under a Discretionary Panel Monitor for one year, through July 6, 2027. Management highlights recurring revenue growth, interest in its biometric cybersecurity solutions, a solid financial position, and streamlined costs as it seeks significantly improved results for the year.
BIO-key International’s Chief Legal Officer, James David Sullivan, acquired 250 shares of Common Stock as a grant under the company’s 2021 Employee Stock Purchase Plan. The shares were credited at a price of $3.83 per share in a transaction classified as a grant or award.
After this transaction, Sullivan directly holds 9,986 shares of BIO-key common stock. The footnotes note that all share amounts reflect BIO-key’s 1-for-10 reverse stock split that became effective on April 30, 2026.
BIO-key International Chief Executive Officer and Chairman Michael W. DePasquale acquired 250 shares of common stock at $3.83 per share. These shares were obtained under the BIO-key International, Inc. 2021 Employee Stock Purchase Plan, as amended, in a transaction exempt under Rule 16b-3(d) and Rule 16b-3(c). After this grant-related acquisition, his directly held common stock position increased to 10,778 shares. All reported share amounts reflect BIO-key’s 1-for-10 reverse stock split effective April 30, 2026.