BIO-key faces Nasdaq delisting over late 10-Q

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Nasdaq non-compliance and delisting risk: BIO-key’s failure to timely file its Form 10-Q for the period ended March 31, 2026 has been cited by Nasdaq as an additional basis for delisting its common stock from the Nasdaq Capital Market, with no assurance of a favorable outcome.

Insights

Equity market structure analyst

Nasdaq cites BIO-key’s late 10-Q as added delisting risk.

BIO-key International, Inc. has received a Nasdaq notice that its missing Form 10-Q for the period ended March 31, 2026 constitutes an additional basis for delisting under Listing Rule 5250(c)(1). Timely reporting is a core requirement for continued listing.

The matter goes before a Nasdaq Hearing Panel on June 16, 2026, which will weigh this deficiency with earlier concerns. The company states it is taking reasonable measures to regain compliance but explicitly warns there is no assurance of a favorable Panel outcome or successful remediation.

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

Notice date: June 5, 2026 Quarter end for missing 10-Q: March 31, 2026 Hearing date: June 16, 2026

3 metrics

Notice date June 5, 2026 Date Nasdaq notified BIO-key of additional non-compliance

Quarter end for missing 10-Q March 31, 2026 Period covered by the delayed Form 10-Q

Hearing date June 16, 2026 Scheduled Nasdaq Hearing Panel review of listing status

Key Terms

Nasdaq Listing Rule 5250(c)(1), Periodic Report Rule, Nasdaq Hearing Panel, Regulation FD Disclosure, +1 more

5 terms

Nasdaq Listing Rule 5250(c)(1) regulatory

"not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports"

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.

Periodic Report Rule regulatory

"as required by Nasdaq Listing Rule 5250(c)(1) (the “Periodic Report Rule”)"

Nasdaq Hearing Panel regulatory

"Nasdaq further informed the Company that the Nasdaq Hearing Panel will consider the forgoing in rendering a determination"

A Nasdaq hearing panel is a group of independent reviewers who decide whether a publicly listed company has broken the exchange’s rules and what penalties, if any, should apply. Think of it like a neighborhood committee that reviews complaints and can impose fines, require fixes, or remove a member; for investors, the panel’s rulings can affect whether a stock keeps trading, faces suspension, or suffers reputational and price impact.

Regulation FD Disclosure regulatory

"Item 7.01. Regulation FD Disclosure."

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.

continued listing financial

"regarding the Company’s continued listing on the Nasdaq Capital Market"

When a stock receives a "continued listing," it means the exchange has decided the company’s shares will remain tradable on that market after a review or challenge, often because the company met certain requirements or corrective steps. For investors this matters because continued listing preserves liquidity and access to buy or sell the stock—think of it as a store passing an inspection so customers can keep shopping rather than being forced to close.

FAQ

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

What Nasdaq notice did BIO-key (BKYI) receive in June 2026?

BIO-key received a Nasdaq notification that its failure to file the Form 10-Q for the period ended March 31, 2026 violates Listing Rule 5250(c)(1). Nasdaq stated this late filing is an additional basis for delisting the company’s common stock from the Nasdaq Capital Market.

Why is BIO-key (BKYI) at risk of Nasdaq delisting?

BIO-key is at risk because it has not timely filed its required Form 10-Q for the period ended March 31, 2026, breaching Nasdaq Listing Rule 5250(c)(1). Nasdaq indicated this reporting delinquency will factor into the Hearing Panel’s decision on continued listing.

When will Nasdaq’s Hearing Panel review BIO-key’s listing status?

A Nasdaq Hearing Panel is scheduled to review BIO-key’s listing status on June 16, 2026. The Panel will consider the company’s late Form 10-Q, along with prior concerns, in deciding whether BIO-key’s common stock can remain on the Nasdaq Capital Market.

How is BIO-key (BKYI) responding to Nasdaq’s non-compliance notice?

BIO-key states that it is taking all reasonable measures available to regain compliance with Nasdaq’s periodic reporting rule. However, the company cautions there can be no assurance the Panel will grant continued listing or that it will successfully regain and maintain compliance.

Which specific Nasdaq rule did BIO-key (BKYI) fail to meet?

BIO-key failed to meet Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all periodic financial reports with the SEC. The missed Quarterly Report on Form 10-Q for the period ended March 31, 2026 triggered Nasdaq’s latest non-compliance notice and added delisting risk.

What disclosure did BIO-key (BKYI) provide under Regulation FD?

BIO-key furnished a press release dated June 10, 2026 as an exhibit, explaining Nasdaq’s non-compliance notice related to the delayed Form 10-Q. The company specified this information was provided under Regulation FD and is not deemed filed or incorporated into other SEC reports by default.

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

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Accepted by SEC EDGAR 06/10/2026 - 05:28 PM EDT Learn about SEC filing dates

false 0001019034 0001019034 2026-06-05 2026-06-05

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): June 5, 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 June 5, 2026, BIO-key International, Inc. (the “Company”) received notice from the Listings Qualifications Department of The Nasdaq Stock Market, LLC (“Nasdaq”) stating that the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 with the U.S. Securities and Exchange Commission (the “SEC”) as required by Nasdaq Listing Rule 5250(c)(1) (the “Periodic Report Rule”) which served as an additional basis for delisting the Company’s common stock from the Nasdaq Capital Market. In the notice, Nasdaq further informed the Company that the Nasdaq Hearing Panel (the “Panel”) will consider the forgoing in rendering a determination regarding the Company’s continued listing on the Nasdaq Capital Market.

As previously reported, the Company requested an appeal of Nasdaq’s May 6, 2026, determination to suspend trading of the Company’s common stock to the Panel. A hearing has been scheduled for June 16, 2026. The Company is continuing to take all reasonable measures available to regain compliance with the Periodic Report Rule and remain listed on the Nasdaq Capital Market. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.

Item 7.01. Regulation FD Disclosure.

On June 10, 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.

(d) Exhibits.

99.1 Press Release dated June 10, 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: June 10, 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-Q Filing

Holmdel, NJ – June 10, 2026 – BIO-key International, Inc. (OTC Markets: 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 Quarterly Report on Form 10-Q for the period ended March 31, 2026. In the notice, Nasdaq further informed the Company that the Nasdaq Hearing Panel will consider the forgoing in rendering a determination regarding the Company’s continued listing on the Nasdaq Capital Market.

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 EXHIBIT 99.1 6.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 10.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 14.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.5 KB