[8-K] BIO-key International, Inc. Reports Material Event

Rhea-AI Filing Summary

BIO-key International filed a Form 8-K reporting that on August 13, 2025 the company issued a press release announcing its second quarter 2025 financial results. The filing states the press release is furnished as Exhibit 99.1 and clarifies that the information is furnished, not "filed," and therefore not subject to Section 18 liabilities or automatically incorporated by reference in other SEC filings.

The report is procedural in nature: it notifies investors that earnings information was released via a press release attached to the 8-K, but it does not include the financial results themselves within the filing.

Insights

Financial Analyst

TL;DR: Routine earnings-release filing; no financials included here, only a furnished press release (Exhibit 99.1).

The Form 8-K serves as a standard disclosure that BIO-key issued a press release on August 13, 2025 announcing Q2 2025 results. Because the release is furnished rather than filed, the company limits Section 18 liability and does not assimilate the press release into other filings by reference. This is a procedural compliance disclosure and does not itself provide metrics needed for valuation or performance analysis.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure; company followed standard practice by furnishing the press release as an exhibit.

The 8-K documents appropriate disclosure controls for material events: the press release is attached as Exhibit 99.1 and the company explicitly states it is furnished, not filed. This approach is consistent with common practice to communicate results while managing statutory liability; no governance or management changes are reported in this filing.

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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): August 13, 2025

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)
(732) 359-1100 (Registrant’s telephone number, including area code)

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

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 (see General Instruction A.2 below):

☐ 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 Exchange Act (17 CFR 240.13e-4(c))

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  2.02. Results of Operations and Financial Condition.

On August 13, 2025 BIO-key International, Inc. (the “Company”) issued a press release announcing its financial results for its second quarter 2025. A copy of the press release issued by the Company on August 13, 2025 is attached as Exhibit 99.

The information, including the exhibit attached hereto, in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibit.

(d) Exhibits. The following exhibit is furnished herewith:

99.1 Press Release, dated August 13, 2025, issued by the Company.

104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

2

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: August 13, 2025
	By:	/s/ Cecilia C. Welch
		Cecilia C. Welch
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No. Description

99.1 Press Release, dated August 13, 2025 issued by the Company.

FAQ

What did BIO-key (BKYI) disclose in its August 13, 2025 Form 8-K?

The company disclosed that it issued a press release announcing its second quarter 2025 financial results and furnished that press release as Exhibit 99.1.

Is the press release in the 8-K considered "filed" with the SEC?

No. The filing explicitly states the press release is furnished, not filed, and therefore not subject to Section 18 liabilities or automatically incorporated by reference.

Where can I find the press release referenced in BIO-key's 8-K?

The press release is attached to the Form 8-K as Exhibit 99.1 dated August 13, 2025.

Does the 8-K include BIO-key's actual Q2 2025 financial results or tables?

No. The Form 8-K notifies investors that a press release was issued, but it does not include the financial results or financial tables within the filing.

Did the 8-K report any management changes or other material transactions?

No. The filing only reports the issuance of a press release about Q2 2025 results and lists the exhibit; it does not report management changes or material transactions.