[8-K] BIO KEY INTERNATIONAL INC Reports Material Event

BIO-key International (BKYI) reported it received a Nasdaq notice granting an additional 180-day period—until May 4, 2026—to regain compliance with Nasdaq’s $1.00 minimum bid price requirement under Rule 5550(a)(2).

Rhea-AI Filing Summary

BIO-key International (BKYI) reported it received a Nasdaq notice granting an additional 180-day period—until May 4, 2026—to regain compliance with Nasdaq’s $1.00 minimum bid price requirement under Rule 5550(a)(2).

Nasdaq’s determination was based on the company meeting the market value of publicly held shares requirement and all other initial listing standards, except the bid price, and on BIO-key’s written intent to cure the deficiency, including by effecting a reverse stock split if necessary. If the stock closes at or above $1.00 for at least 10 consecutive business days within the new compliance window, the matter will be closed; otherwise, Nasdaq may move to delist, subject to BIO-key’s right to appeal.

Insights

Equity market structure analyst

BKYI gets a second 180-day window; reverse split remains on the table.

Nasdaq granted BIO-key an additional 180 days to meet the $1.00 bid price rule, citing compliance with other initial listing criteria and the company’s stated plan to cure, potentially via a reverse split. This preserves trading on Nasdaq Capital Market during the window.

Regaining compliance requires a closing bid of at least $1.00 for 10 consecutive business days by May 4, 2026. Failing that, Nasdaq may issue a delisting notice, with appeal rights. Actual outcomes depend on share price performance or corporate actions such as a reverse split.

8-K Event Classification

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

1 item

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.

FAQ

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

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

BIO-key received an additional 180-day period, until May 4, 2026, to regain compliance with Nasdaq’s $1.00 minimum bid price rule.

What must BKYI achieve to regain bid-price compliance?

A closing bid of at least $1.00 for a minimum of 10 consecutive business days within the compliance period.

Why did Nasdaq grant BIO-key the extension?

Nasdaq cited BIO-key’s compliance with other initial listing standards and the company’s notice of intent to cure, including a potential reverse stock split.

What happens if BKYI does not regain compliance by May 4, 2026?

Nasdaq may notify the company of delisting; BIO-key would have the right to appeal to a Nasdaq Listing Qualifications Panel.

Is a reverse stock split required for BKYI?

No. The company indicated it may effect a reverse stock split if necessary to meet the $1.00 bid price requirement.

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

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Accepted by SEC EDGAR 11/07/2025 - 04:45 PM Learn about SEC filing dates

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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): November 6, 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) (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.

As previously reported, on May 9, 2025, BIO-key International, Inc. (the “Company”) received notice from the staff of The Nasdaq Stock Market, LLC (“Nasdaq”) stating that the Company did not satisfy the continued listing requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), as the Company’s closing bid price was less than $1.00 per share for the 30 consecutive business days prior the date of the Nasdaq notice.

On November 6, 2025, the Company received a letter from Nasdaq (the “Letter”) stating that although the Company had not regained compliance with the Bid Price Rule, Nasdaq determined that the Company is eligible for an additional 180-day period, or until May 4, 2026, to regain compliance with the Bid Price Rule. In the Letter, Nasdaq stated that its determination was based on (i) the Company meeting the continued listing requirement for market value of its publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the minimum bid price requirement, and (ii) the Company’s written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.

If at any time during this second 180-day compliance period, the closing bid price of the Company’s common stock is at least $1 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance to the Company, and this matter will be closed. If compliance cannot be demonstrated by May 4, 2026, Nasdaq will provide written notification that the common stock will be delisted. At that time, the Company would have an opportunity to appeal the delisting determination to a Nasdaq Listing Qualifications Panel. The Company intends to monitor the closing bid price of its common stock and if required to maintain the listing of its common stock on Nasdaq Capital Market, effect a reverse stock split during this second 180-day compliance period.

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: November 7, 2025
	By:	/s/ Cecilia C. Welch
		Cecilia C. Welch  Chief Financial Officer