BIO-key holders approve reverse stock split plan

BIO-key International, Inc. held a special stockholder meeting where investors approved an amendment to its Certificate of Incorporation to enable a reverse stock split of its common stock.

Rhea-AI Filing Summary

BIO-key International, Inc. held a special stockholder meeting where investors approved an amendment to its Certificate of Incorporation to enable a reverse stock split of its common stock. The reverse split may be implemented at a ratio between 1-for-2 and 1-for-10.

The Board of Directors has discretion to decide whether to proceed, as well as the exact ratio and timing, but must act no later than May 6, 2026. At the meeting, 5,600,692 shares were represented, and the proposal passed with 4,209,160 votes in favor versus 1,361,166 against.

Insights

Equity structure & corporate actions analyst

Shareholders approved a flexible reverse split, leaving timing and ratio to the Board.

BIO-key International obtained stockholder approval to amend its Certificate of Incorporation to permit a reverse stock split of common shares within a 1-for-2 to 1-for-10 range. This gives the Board authority to adjust the share count structure if it chooses.

The proposal passed with a clear majority of 4,209,160 votes for and 1,361,166 against, with 51.62% of outstanding shares forming a quorum. The Board must decide whether to implement the split, and at what ratio, by May 6, 2026, according to its discretion as described.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 10,849,618 shares Shares represented at meeting: 5,600,692 shares Quorum percentage: 51.62% +5 more

8 metrics

Shares outstanding on record date 10,849,618 shares Common stock outstanding and entitled to vote as of March 9, 2026

Shares represented at meeting 5,600,692 shares Common stock present or represented, forming a quorum (51.62%)

Quorum percentage 51.62% Portion of outstanding common shares represented at the special meeting

Votes for proposal 4,209,160 votes Votes in favor of reverse stock split amendment

Votes against proposal 1,361,166 votes Votes against reverse stock split amendment

Abstentions 30,366 votes Abstentions on reverse stock split proposal

Authorized reverse split range 1-for-2 to 1-for-10 Range of reverse stock split ratios approved by stockholders

Board decision deadline May 6, 2026 Latest date for Board to decide on implementing reverse split

Key Terms

reverse stock split, Certificate of Incorporation, quorum, broker non-votes, +1 more

5 terms

reverse stock split financial

"to effect a reverse split of the Company’s issued and outstanding Common Stock at a ratio between 1-for-2 and 1-for-10"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

Certificate of Incorporation regulatory

"The proposed amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse split"

A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.

quorum regulatory

"representing 51.62% of the outstanding shares of Common Stock as of the record date, and which constituted a quorum thereof"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes regulatory

"Votes For | Votes Against | Abstentions | Broker Non-Votes 4,209,160 | 1,361,166 | 30,366 | ⸺"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

record date financial

"As of the close of business on March 9, 2026, the record date for the Special Meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

FAQ

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

What did BIO-key (BKYI) stockholders approve at the special meeting?

BIO-key stockholders approved an amendment allowing a reverse stock split of common stock. The Board may implement a split between 1-for-2 and 1-for-10, at its discretion, any time on or before May 6, 2026, if it decides a split is appropriate.

What reverse stock split range was authorized for BIO-key (BKYI)?

Stockholders authorized a reverse stock split of BIO-key common stock at a ratio between 1-for-2 and 1-for-10. The Board will choose the exact ratio, and whether to proceed at all, provided it acts no later than May 6, 2026 under this approval.

How many BIO-key (BKYI) shares were eligible and present for the vote?

As of the March 9, 2026 record date, 10,849,618 BIO-key common shares were outstanding and entitled to vote. At the special meeting, holders of 5,600,692 shares, representing 51.62% of outstanding shares, were present or represented, establishing a quorum.

What were the final voting results on BIO-key’s reverse split proposal?

The reverse split proposal received 4,209,160 votes for, 1,361,166 votes against, and 30,366 abstentions, with no broker non-votes reported. This outcome approved the amendment enabling a possible reverse stock split within the authorized ratio range described.

Who has authority to decide if BIO-key (BKYI) will actually do the reverse split?

BIO-key’s Board of Directors has full discretion to decide whether to implement the reverse stock split, and at what exact ratio within 1-for-2 to 1-for-10. The Board must make this decision, if at all, on or before May 6, 2026.

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

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Accepted by SEC EDGAR 04/24/2026 - 04:16 PM EDT Learn about SEC filing dates

false 0001019034 0001019034 2026-04-20 2026-04-20

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 20, 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 5.07 Submission of Matters to a Vote of Security Holders.

On April 20, 2026, BIO-key International, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of the close of business on March 9, 2026, the record date for the Special Meeting, there were 10,849,618 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), outstanding and entitled to vote at the Special Meeting. Each share of Common Stock was entitled to one vote. Stockholders holding an aggregate of 5,600,692 shares of Common Stock entitled to vote at the Special Meeting, representing 51.62% of the outstanding shares of Common Stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the Special Meeting.

At the Special Meeting, the Company’s stockholders considered one proposal, as set forth below and described in more detail in the definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on March 16, 2026.

The results of the stockholder vote on the proposal brought before the Special Meeting were as follows:

Proposal 1. The proposed amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse split of the Company’s issued and outstanding Common Stock at a ratio between 1-for-2 and 1-for-10, with the final decision of whether to proceed with the reverse stock split and the exact ratio and timing of the reverse split to be determined by the Board of Directors, in its discretion, following stockholder approval, but no later than May 6, 2026, was approved by the following final voting results:

Votes For	Votes Against	Abstentions	Broker Non-Votes
4,209,160	1,361,166	30,366	⸺

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 24, 2026
	By:	/s/ Cecilia C. Welch
		Cecilia C. Welch
		Chief Financial Officer

Filing Exhibits & Attachments

4 documents

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