Welcome to our dedicated page for Bio-Key Intl SEC filings (Ticker: BKYI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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 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.
BIO-key International Chief Technology Officer Mira K. Lacous acquired 250 shares of common stock at $3.83 per share through the company’s 2021 Employee Stock Purchase Plan. After this award, she directly holds 4,076 shares. All share amounts reflect a 1-for-10 reverse stock split effective April 30, 2026.
BIO-key International, Inc. reports Q1 2026 results showing higher sales but continued losses and tight liquidity. Revenue rose to $2.15 million, up 33% from $1.61 million a year earlier, driven mainly by stronger license fees and a 125% increase in hardware revenue.
Gross profit increased to $1.77 million, while the net loss narrowed to $205,037 from $736,545. Operating cash outflow improved to $358,001, but cash and equivalents declined to $2.25 million, and management estimates it needs about $750,000 per month to run the business.
The company discloses substantial doubt about its ability to continue as a going concern, noting a history of losses, negative operating cash flow and reliance on new financing or inventory sales. It also highlights Nasdaq notices, a reverse stock split, and that its shares now trade on OTC Markets while it awaits a Nasdaq appeal decision.
BIO-key International’s amended annual report mainly replaces the independent auditor’s report and consent, while refiling the full year-end December 31, 2025 Form 10‑K and updating CEO/CFO certifications.
The company provides biometric-based identity and access management through its PortalGuard and WEB‑key platforms, serving more than 600 customers across enterprise, education, government and large-scale civil ID markets. Revenue in 2025 was approximately $6.1 million, with research and development expenses of $2.61 million, reflecting continued investment in its IAM and biometric products.
The filing highlights significant risks. The auditor’s opinion includes a going concern explanatory paragraph due to a history of losses, limited cash, negative operating cash flow and reliance on external financing. Management estimates it currently requires about $750,000 per month to operate, a level not consistently covered by revenue. BIO-key also discloses past delays in SEC reporting that temporarily cost it Form S‑3 eligibility, as well as suspension of trading on the Nasdaq Capital Market on May 13, 2026 for bid-price and filing deficiencies; its stock now trades on OTC Markets.
Additional risk factors include dependence on raising new capital, challenges in collecting certain international receivables, intense competition in the IAM and biometrics markets, evolving privacy and cybersecurity requirements, and potential dilution from outstanding options and warrants. As of June 10, 2026, BIO-key had 1,085,360 common shares outstanding, with a non‑affiliate market value of $4,934,779 as of June 30, 2025.
BIO-key International, Inc. filed its annual report describing a biometrics-focused identity and access management business facing significant financial pressure. The company generated approximately $6.1 million of revenue in 2025 but estimates it needs about $750,000 per month to run operations and has a history of losses and negative operating cash flow. Its auditor included a going concern explanatory paragraph, highlighting substantial doubt about the company’s ability to continue operating without more capital or higher revenue.
The report notes that BIO-key’s common stock was suspended from trading on the Nasdaq Capital Market on May 13, 2026 and now trades on OTC Markets, with 1,085,360 shares outstanding as of June 10, 2026. The company relies on recurring SaaS subscriptions for IAM and biometric products, spends heavily on R&D (about $2.6 million in 2025), and continues to pursue acquisitions, but also discloses multiple business, liquidity, cybersecurity, regulatory, and dilution risks.
BIO-key International, Inc. reported that Nasdaq has issued a notice stating the company’s failure to file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 is an additional basis for delisting its common stock from the Nasdaq Capital Market under Listing Rule 5250(c)(1).
A Nasdaq Hearing Panel will consider this new deficiency, along with prior issues, at a hearing scheduled for June 16, 2026. BIO-key says it is taking reasonable measures to regain compliance but cautions there is no assurance the Panel will allow continued listing or that compliance can be regained.
BIO-key International, Inc. notified the SEC it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company says compilation and review of certain financial statement information could not be completed without unreasonable effort and expense and expects to file on or before the fifth calendar day following the prescribed due date.
The filing reiterates preliminary expected results for the quarter: revenue $2,145,533, gross profit $1,769,233, and basic and diluted loss per share $(0.15), each compared to the prior-year quarter.