BIO-key flagged by Nasdaq over late 10-K filing

BIO-key International, Inc. reported that Nasdaq notified the company on April 16, 2026 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Annual Report on Form 10-K for the year ended December 31, 2025.

Rhea-AI Filing Summary

BIO-key International, Inc. reported that Nasdaq notified the company on April 16, 2026 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Annual Report on Form 10-K for the year ended December 31, 2025.

The company stated that this notification has no immediate effect on the listing or trading of its common stock on the Nasdaq Capital Market. BIO-key is working with its auditors to finalize the Form 10-K and announced that it expects to file the report next week.

Positive

• None.

Negative

• Nasdaq non-compliance notice for late 10-K: BIO-key received a Nasdaq notice on April 16, 2026 that it is not in compliance with Listing Rule 5250(c)(1) because it failed to timely file its Form 10-K for the year ended December 31, 2025, introducing a formal listing deficiency.

Insights

Equity & disclosure risk analyst

Nasdaq flagged BIO-key for a late 10-K, creating a listing compliance issue.

BIO-key International disclosed a notice from Nasdaq that it is not complying with Listing Rule 5250(c)(1) because its Form 10-K for the year ended December 31, 2025 was not filed on time. This rule focuses on timely financial reporting to the SEC.

The company emphasized that the notice does not immediately affect the trading or listing of its shares on the Nasdaq Capital Market. However, such notices typically start a defined process in which the issuer must regain compliance within an allowed period, based on exchange procedures referenced in the notice.

BIO-key also stated it is working with its auditors to finalize the Form 10-K and expects to file it next week, which, if completed as described, would address the specific timeliness issue raised. Subsequent filings and any Nasdaq follow-up will clarify whether the exchange considers the company back in good standing after that filing.

8-K Event Classification

3 items: 3.01, 7.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

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

Non-compliance notice date: April 16, 2026 Fiscal year covered by late 10-K: Year ended December 31, 2025 Press release date: April 22, 2026 +1 more

4 metrics

Non-compliance notice date April 16, 2026 Date Nasdaq informed BIO-key of Rule 5250(c)(1) non-compliance

Fiscal year covered by late 10-K Year ended December 31, 2025 Period for the delayed Annual Report on Form 10-K

Press release date April 22, 2026 Date BIO-key announced receipt of the Nasdaq notification letter

Listing venue Nasdaq Capital Market Current listing market for BIO-key common stock, unaffected immediately by the notice

Key Terms

Nasdaq Listing Rule 5250(c)(1), Annual Report on Form 10-K, Nasdaq Capital Market, Regulation FD Disclosure, +1 more

5 terms

Nasdaq Listing Rule 5250(c)(1) regulatory

"indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1)"

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.

Annual Report on Form 10-K financial

"due to the Company’s failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

Nasdaq Capital Market market

"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.

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure. On April 22, 2026, the Company issued a press release"

Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.

Section 18 of the Exchange Act regulatory

"shall not be deemed “filed” for purposes of Section 18 of the Exchange Act"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Nasdaq send BIO-key (BKYI) a non-compliance notice?

Nasdaq notified BIO-key that it is not complying with Listing Rule 5250(c)(1) because the company did not timely file its Annual Report on Form 10-K for the year ended December 31, 2025 with the SEC, triggering a listing deficiency process.

Does the Nasdaq notice immediately affect BIO-key (BKYI) stock trading?

The company stated the Nasdaq notification has no immediate effect on the listing or trading of BIO-key’s common stock on the Nasdaq Capital Market. Shares continue to trade while the company works to resolve the filing delinquency described in the notice.

What specific rule is BIO-key (BKYI) not complying with?

BIO-key is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. The issue arises from the late filing of its Form 10-K for the year ended December 31, 2025.

How is BIO-key (BKYI) responding to the late Form 10-K issue?

BIO-key said it is working with its auditors to finalize the delayed Form 10-K for the year ended December 31, 2025 and stated it expects to file the report next week, which would directly address the filing timeliness problem cited by Nasdaq.

What did BIO-key (BKYI) disclose under Regulation FD in this filing?

Under Regulation FD, BIO-key noted it issued an April 22, 2026 press release about the Nasdaq non-compliance notice. The press release, furnished as Exhibit 99.1, is not deemed "filed" for Exchange Act Section 18 liability or automatically incorporated into other SEC filings.

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

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Accepted by SEC EDGAR 04/22/2026 - 05:00 PM EDT Learn about SEC filing dates

false 0001019034 0001019034 2026-04-16 2026-04-16

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): April 16, 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 3.01.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 16, 2026, BIO-key International, Inc. (the “Company”) received notice from The Nasdaq Stock Market, LLC indicating that the Company 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.

Item 7.01.  Regulation FD Disclosure.

On April 22, 2026, the Company issued a press release regarding the matters described in Item 3.01 of this Form 8-K. 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.

99.1 Press Release dated April 22, 2026 (furnished 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: April 22, 2026
	By:	/s/ Cecilia C. Welch
		Cecilia C. Welch  Chief Financial Officer

Exhibit 99.1

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

Holmdel, NJ – April 22, 2026 – 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

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 99.1 6.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.7 KB