BIO-key stock trading to resume on Nasdaq

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Positive

Nasdaq trading resumption: Nasdaq will recommence trading of BIO-key’s common stock on the Nasdaq Capital Market on July 8, 2026, confirming the company has regained compliance with continued listing standards.
Regained listing compliance: A Nasdaq Hearings Panel determined the company now meets minimum bid price and SEC filing requirements, removing the immediate delisting overhang.
Management outlook: Leadership cites growing recurring revenue, strong interest in its biometric cybersecurity solutions, and a streamlined cost structure as support for expectations of significantly improved results this year.

Negative

Ongoing Nasdaq monitoring: The company will be subject to a Discretionary Panel Monitor under Nasdaq Rule 5815(d)(4)(B) for one year, through July 6, 2027, reflecting recent compliance issues and maintaining heightened oversight.

Insights

Nasdaq trading resumption removes delisting risk but keeps oversight.

BIO-key has secured the recommencement of trading on the Nasdaq Capital Market, confirming it now meets continued listing standards including minimum bid price and SEC filing compliance. This eliminates the immediate threat of delisting and preserves access to a major U.S. exchange.

The company will, however, be under a Discretionary Panel Monitor until July 6, 2027. This reflects recent compliance challenges and means Nasdaq will closely track adherence to its rules. Any renewed deficiencies could trigger further review.

Management emphasizes recurring revenue, adoption of its biometric IAM platform, and a streamlined cost structure as reasons it expects significantly improved results this year. Future financial reports and any additional Nasdaq correspondence will show whether these operational claims align with sustained listing compliance.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Nasdaq trading restart date: July 8, 2026 Hearings Panel date: June 16, 2026 Discretionary Panel Monitor end: July 6, 2027 +2 more

5 metrics

Nasdaq trading restart date July 8, 2026 Date trading of common stock recommences on Nasdaq Capital Market

Hearings Panel date June 16, 2026 Date Nasdaq Hearings Panel determined compliance was regained

Discretionary Panel Monitor end July 6, 2027 End of one-year Nasdaq monitoring period under Rule 5815(d)(4)(B)

Users secured over forty million users Number of users secured by BIO-key IAM solutions worldwide

Listing standards minimum bid price and SEC filings Key elements of Nasdaq continued listing standards regained

Key Terms

Nasdaq Capital Market, continued listing standards, Discretionary Panel Monitor, Identity and Access Management, +2 more

6 terms

Nasdaq Capital Market financial

"trading of its common stock will recommence 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.

continued listing standards regulatory

"the Company has regained compliance with the continued listing standards, including minimum bid price"

Ongoing rules a stock exchange requires a listed company to meet to keep its shares trading publicly, such as minimum share price, market value, timely financial reports, and governance practices. Think of it as a membership checklist for a club: falling short can lead to warnings or removal from the exchange, which can sharply reduce liquidity, investor confidence, and a stock’s value. Investors watch these standards to gauge regulatory risk and the stability of their holdings.

Discretionary Panel Monitor regulatory

"The Company will be subject to a Discretionary Panel Monitor pursuant to Nasdaq Rule 5815(d)(4)(B)"

A discretionary panel monitor is a compliance mechanism—either a small oversight group or a software tool—that reviews and checks trades made at a manager’s discretion to ensure they follow investment rules, risk limits and client instructions. For investors it matters because this watchdog helps prevent unauthorized or risky decisions, reduces the chance of loss or regulatory penalties, and protects trust much like a referee or speed governor keeps a game or machine within safe limits.

Identity and Access Management technical

"a global leader in Identity and Access Management and biometric authentication technologies"

Identity and access management is the set of tools and processes that verify who a person or device is and control what digital resources they can use, like a company’s system for issuing security badges and setting which doors each badge opens. It matters to investors because strong identity controls reduce the chance of costly data breaches, regulatory fines and downtime, protect customer trust, and can lower IT costs and operational risk.

forward-looking statements regulatory

"All statements contained in this press release other than statements of historical facts are "forward-looking statements""

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Private Securities Litigation Reform Act of 1995 regulatory

"as defined in the Private Securities Litigation Reform Act of 1995 (the "Act")"

FAQ

What did BIO-key (BKYI) announce about its Nasdaq listing?

BIO-key announced that Nasdaq will recommence trading of its common stock on the Nasdaq Capital Market on July 8, 2026, after a Hearings Panel determined the company regained compliance with continued listing standards.

Why was BIO-key’s Nasdaq trading reinstated?

Trading was reinstated after a June 16, 2026 Nasdaq Hearings Panel determined BIO-key regained compliance with continued listing standards, including minimum bid price and SEC filing requirements, allowing its common stock to continue trading on the Nasdaq Capital Market.

Is BIO-key still under any Nasdaq oversight after regaining compliance?

Yes. BIO-key will be subject to a Discretionary Panel Monitor under Nasdaq Rule 5815(d)(4)(B) for one year, until July 6, 2027, meaning its adherence to Nasdaq listing rules will receive ongoing heightened review during this period.

How does BIO-key describe its current business position in this update?

BIO-key describes a growing base of recurring revenue, expanding interest in its biometric cybersecurity technology, a solid financial position, and a streamlined cost structure, and states it expects its business to deliver significantly improved results this year.

What products or services does BIO-key International, Inc. provide?

BIO-key offers biometric-centric, multi-factor identity and access management software used by over forty million users worldwide, including phoneless, tokenless, and passwordless authentication options through its cloud-hosted or on-premise PortalGuard IAM solution.

What forward-looking statement cautions does BIO-key include?

BIO-key notes that all non-historical statements are forward-looking under the Private Securities Litigation Reform Act, subject to risks and uncertainties described under “Risk Factors” in its Form 10-K and other SEC filings, and it undertakes no obligation to update them except as required by law.

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

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Available on EDGAR 07/07/2026 - 08:45 AM Accepted by SEC EDGAR 07/07/2026 - 08:45 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2026

BIO-key International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-13463

(Commission File Number)

41-1741861

(I.R.S. Employer Identification No.)

101 Crawfords Corner Road

Suite 4116

Holmdel, NJ 07733

(Address of principal executive offices) (Zip Code)

(732) 359-1100

(Registrant’s telephone number, including area code)

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(s)	Name of each exchange on which registered
Common Stock	BKYI	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 7.01. Regulation FD Disclosure.

On July 7, 2026, BIO-key International, Inc. (the “Company”) issued a press release regarding the reinstatement of trading of the Company’s common stock on the Nasdaq Capital Market. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press Release dated July 7, 2026 (filed herewith)
104	Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BIO-KEY INTERNATIONAL, INC.
Date: July 7, 2026
	By:	/s/ Cecilia C. Welch
		Cecilia C. Welch Chief Financial Officer

Exhibit 99.1

BIO-key Regains Compliance with Nasdaq Listing Rules; Nasdaq Trading resumes on Wednesday, July 8th

Holmdel, NJ – July 7, 2026 – BIO-key ^® International, Inc. (Nasdaq: BKYI), a global leader in Identity and Access Management and biometric authentication technologies, today announced that The Nasdaq Stock Market LLC has notified it that the trading of its common stock will recommence on the Nasdaq Capital Market effective with markets’ opening on Wednesday, July 8, 2026.

Trading of BIO-key’s shares was restored following a June 16^th hearing with a Nasdaq Hearings Panel, in which the Panel determined the Company has regained compliance with the continued listing standards, including minimum bid price and SEC filing requirements. The Company will be subject to a Discretionary Panel Monitor pursuant to Nasdaq Rule 5815(d)(4)(B) for a period of one year until July 6, 2027.

BIO-key CEO Michael DePasquale commented, “We are grateful to Nasdaq and the Hearings Panel for working with us through this process to successfully restore our shares to Nasdaq trading. We have built a growing base of recurring revenue, expanding interest in our biometric technology’s ability to solve pervasive cybersecurity vulnerabilities, a solid financial position, and a streamlined cost structure. It is an exciting moment for BIO-key as we expect our business to deliver significantly improved results this year.

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 that secures access for over forty million users worldwide. BIO-key enables 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 data and transactions.

BIO-key Safe Harbor Statement

All statements contained in this press release other than statements of historical facts are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 (the "Act"). The words "estimate," "project," "intends," "expects," "anticipates," "believes" and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management's beliefs, as well as assumptions made by, and information currently available to, management pursuant to the "safe-harbor" provisions of the Act. These statements are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 and other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements, whether as a result of new information, future events, or otherwise.

Engage with BIO-key Corporate:

Facebook:	https://www.facebook.com/BIOkeyInternational/
LinkedIn:	https://www.linkedin.com/company/bio-key-international
X:	@BIOkeyIntl
Investors:
X:	@BIO_keyIR
StockTwits:	@BIO_keyIR

Investor Contacts

William Jones, David Collins

Catalyst IR

BKYI@catalyst-ir.com or 212-924-9800

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 12.4 KB