Every 8-K that BIO-key International, Inc. (BKYI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BKYI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BKYI filings page.
BIO-key International (BKYI) stockholders elected Michael W. DePasquale, Wong Kwok Fong (Kelvin), Robert J. Michel, Emmanuel Alia and Cameron E. Williams to serve as directors until the 2027 annual meeting and until their successors are duly elected and qualified. They also ratified M&K CPAs, PLLC as the independent registered public accounting firm for the year ending December 31, 2026, and approved named executive officer compensation on a non-binding, advisory basis.
Proposal 4 remains open as the annual meeting is scheduled to reconvene on October 30, 2026. It seeks approval, for purposes of complying with NASDAQ Listing Rule 5635(d), to issue up to 1,236,668 common shares upon exercise of warrants issued in the August 10, 2026 warrant inducement transaction. The record date remains July 15, 2026. A total of 606,778 shares, approximately 55.8% of the 1,087,360 shares outstanding and entitled to vote, were present or represented by proxy.
BIO-key International, Inc. entered into four Exchange Agreements with Streeterville Capital, LLC on September 29, 2026. Under the agreements, four Partitioned Notes with aggregate original principal of $416,315.80 were exchanged for 247,805 shares of common stock. The Original Note’s outstanding balance was reduced by $416,315.80, and BIO-key stated that the note was paid in full.
The Original Note had original principal of $1,130,000 and was dated September 30, 2025. The share issuance was unregistered and made under the Securities Act’s Section 3(a)(9) exemption.
BIO-key International, Inc. (BKYI) reports that its 2026 Annual Meeting of Stockholders, convened on September 3, 2026, was adjourned because there were not sufficient votes at that time to approve Proposal 4. Proposal 4 seeks stockholder approval, for purposes of NASDAQ Listing Rule 5635(d), of the potential issuance of up to 1,236,668 shares of common stock upon exercise of warrants issued in an August 10, 2026 warrant inducement transaction.
The Annual Meeting will be reconvened on October 2, 2026 at 10:00 a.m. at the company’s Holmdel, New Jersey offices, with no changes to the proposals and all polls remaining open. The record date for the meeting remains July 15, 2026, and stockholders who have not yet voted on Proposal 4 are asked to submit a new proxy using the revised proxy card or online/telephone instructions.
BIO-key International reported higher revenue and a smaller loss for the quarter ended June 30, 2026. Q2’26 total revenues rose 13% to $1,919,991, driven by a 53% increase in license fees to $1,229,345, while hardware and services revenues declined due to timing of deployments and renewals.
Gross profit increased to $1,674,040 and gross margin improved to 87%, helped by a richer mix of high‑margin license revenue and benefits from previously reserved hardware inventory. Operating expenses fell 5%, leading to an improved Q2’26 net loss of $(576,852), or $(0.56) per share, versus $(1,167,396), or $(2.01) per share, in Q2’25. For 1H’26, revenue grew to $4,065,524 and net loss narrowed to $(781,889).
On the balance sheet, stockholders’ equity was $4,334,878 and cash and cash equivalents were $1,379,300 at June 30, 2026. The company reduced a 2025 note by $350,000 (51%) to $325,000 via share issuance and completed a warrant inducement transaction raising $2 in gross proceeds, also issuing new warrants. Management highlights growing EMEA opportunities, government and financial-sector demand, and a second-half outlook that targets profitability.
BIO-key International entered into a warrant exercise agreement with an existing institutional investor covering the exercise of 618,334 existing warrants to purchase common stock. The exercise price was reduced from $10.20 to $4.06 per share, generating approximately $2.51 million in gross proceeds before fees, which are intended for working capital, general corporate purposes, and potentially partial repayment of a secured note.
In consideration, the investor received 1,236,668 new unregistered warrants with an exercise price of $4.06 per share. These new warrants include a 4.99% beneficial ownership limitation and are exercisable only upon stockholder approval required by Nasdaq rules; they expire five years from any such approval date. BIO-key agreed to seek stockholder approval within 120 days and, if not obtained, to hold additional meetings every 90 days. The company will also file a resale registration statement for the underlying shares, targeting effectiveness within 90 days. Maxim Group LLC acted as exclusive placement agent, earning a 5.0% cash fee on gross proceeds.
BIO-key International reported a change in its independent auditor. On July 2, 2026, the audit committee approved the engagement of M&K CPAS, PLLC, and on July 7, 2026, it dismissed Bush & Associates CPA LLC as the company’s independent registered public accounting firm.
Bush & Associates’ audit reports on the 2024 and 2025 financial statements contained an explanatory paragraph raising substantial doubt about BIO-key’s ability to continue as a going concern, but otherwise were not adverse or qualified. The company states there were no disagreements or reportable events with Bush & Associates, and it has requested a confirming letter filed as an exhibit to this report.
BIO-key International, Inc. announced that trading of its common stock will recommence on the Nasdaq Capital Market when markets open on July 8, 2026, after the company regained compliance with Nasdaq’s continued listing standards. Compliance related to requirements such as minimum bid price and timely SEC filings.
Nasdaq’s Hearings Panel reached this determination following a June 16, 2026 hearing. BIO-key will remain under a Discretionary Panel Monitor for one year, through July 6, 2027. Management highlights recurring revenue growth, interest in its biometric cybersecurity solutions, a solid financial position, and streamlined costs as it seeks significantly improved results for the year.
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.
BIO-key International reported stronger Q1 2026 results, with revenue rising 35% to $2,145,533 from $1,607,159 a year earlier and its net loss narrowing to $165,036 from $736,545. Growth was driven by a 24% increase in license fees to $1,365,893 and hardware revenue more than doubling to $531,256, supported by large renewals and expanded deployments.
Gross profit increased to $1,769,233, maintaining a strong 82% gross margin. Operating expenses fell 4% to $1,886,946, improving operating loss to $117,713. Management stated it expects Q2 2026 profitability based on an anticipated 65% revenue increase and highlighted traction with foreign defense and financial customers. The company also noted its shares are currently suspended from trading on the Nasdaq Capital Market and are quoted on OTC Markets under BKYI.
BIO-key International, Inc. is reporting that its common stock will be suspended from trading on the Nasdaq Capital Market and move to OTC Markets. Nasdaq staff notified the company that it failed to regain compliance with the $1.00 minimum bid price requirement for 10 consecutive business days by May 4, 2026 and that it has not yet filed its Form 10-K for the year ended December 31, 2025.
Trading on Nasdaq is scheduled to be suspended at the close on May 12, 2026, with quotation on OTC Markets under the symbol “BKYI” beginning May 13, 2026. BIO-key plans to request a hearing before a Nasdaq Hearings Panel and is taking measures, including engaging listing consultants, to seek reinstatement, but there is no assurance it will regain compliance or return to Nasdaq.
BIO-key International, Inc. is implementing a 1-for-10 reverse stock split of its common stock, reducing the total outstanding shares from approximately 10,852,118 to approximately 1,085,212. The reverse split becomes effective at 5:00 p.m. Eastern Time on April 29, 2026, with split-adjusted trading on the Nasdaq Capital Market beginning April 30, 2026 under a new CUSIP number 09060C606.
The number of authorized shares and the par value per share remain unchanged. No fractional shares will be issued; any fractional positions will be rounded up to the nearest whole share. Stockholders previously approved a proposal allowing the Board to set the ratio, which was chosen to support efforts to regain compliance with Nasdaq’s minimum bid price requirement.
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.
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.
BIO-key International outlined a strong outlook for the first half of 2026, expecting a 50% increase in first-half revenues and profitability for the period ending June 30, 2026. This improvement is driven by building software license momentum and stronger hardware sales.
The company highlighted a one-year software license renewal with a longstanding foreign retail bank and more than $1M in contracts for Pocket 10 Finger Scanners and Mobile POS Pro devices across the first two quarters. Management also pointed to larger biometric authentication opportunities with foreign government agencies and regulated enterprises, supported by a growing base of annually recurring software and services revenues.
BIO-key International reported 2025 results showing lower revenue but a much stronger balance sheet, and outlined expectations for growth in 2026. Full-year 2025 revenue was $6,095,117, down about 12% from 2024, mainly due to a large bank renewal that favored 2024 and the exit from the Swivel Secure distribution agreement.
Hardware revenue more than doubled to $1,342,148 and services revenue rose to $1,172,107, but lower license fees pulled gross profit down to $4,722,080 with a 77.5% gross margin. The company reduced selling, general and administrative costs by 11%, yet its 2025 net loss widened slightly to $4,590,370, or $0.69 per share.
Cash and cash equivalents climbed to $2,694,663 at year-end 2025 from $437,604, and book value rose to $7,668,613, helped by $6,966,558 of warrant exercise proceeds and a $1,000,000 note. Management highlighted defense and financial-sector wins, including a $280,000 follow-on defense order and a $1,000,000 annual license renewal with a foreign bank, and expects top-line growth and improved bottom-line performance in 2026, with preliminary Q1 2026 revenue projected to grow 37% over Q1 2025. The company noted that the audit of its 2025 financial statements was not yet complete, so results are subject to change.
BIO-key International, Inc. reported a renewed and expanded license for its biometric identification solution with a long-standing foreign retail bank customer, alongside an update on its year-end 2025 cash position. The one-year license renewal is valued at $1 and represents a 30% increase over the prior year, reflecting broader deployment.
The bank now uses BIO-key technology to serve over 30M enrolled clients and manage more than 300M fingerprints, with enrollment expected to grow about 5% over the coming year. Around 10,000 bank employees also authenticate daily using BIO-key. Based on its year-end cash position of $2, expected license renewals and receivables collections, BIO-key believes it has sufficient cash and anticipated cash inflows to internally support its growth plans.
BIO-key International, Inc. filed a current report to disclose that it issued a press release announcing its financial results for the third quarter of 2025. The press release, dated November 14, 2025, is included as Exhibit 99.1 to the report. The company states that this information is being furnished under the securities laws and is not deemed filed or subject to certain liability provisions, nor automatically incorporated into other securities filings.
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.
BIO-key International (BKYI) entered a financing and debt-exchange transaction. An existing investor exercised warrants covering 3,091,668 shares after the exercise price was reduced from $2.15 to $1.02 per share. In connection, the investor paid $0.25 per existing warrant and received new unregistered warrants for up to 6,183,336 shares, exercisable immediately at $1.02 and expiring five years from issuance, with a 4.99% beneficial ownership cap. The company will file a resale registration statement and seek effectiveness within 90 days.
The transaction delivered approximately $3.1 million in gross proceeds before a 6.0% placement fee to Maxim Group and expenses. BIO-key plans to use net proceeds for working capital and general corporate purposes, including partial repayment of a secured note. Separately, the company exchanged $327,991 in partitioned note principal for 429,027 shares, resulting in the original secured promissory note being paid in full.
BIO-key International, Inc. entered into a $1,130,000 senior secured promissory note with Streeterville Capital on September 30, 2025, which carried an original issue discount of $125,000 and transaction costs of $5,000, resulting in $1,000,000 funded at closing to be used for general working capital. The Note matures in 18 months and accrues interest at 9% per annum.
The Note is secured by a lien on substantially all assets, permits prepayment without penalty, and requires a mandatory prepayment equal to the lesser of 40% of amounts raised in future financings or the full outstanding Note. Beginning six months after issuance the lender may redeem up to $135,000 per month; if monthly reductions fall short, the company must pay the shortfall plus a 7% exit fee or the outstanding balance will automatically increase by 1%. Events of default allow the lender to increase interest to up to 22% and impose additional default charges up to 25%. The Note also contains covenants requiring timely SEC filings and maintenance of the Nasdaq listing.
BIO-key International, Inc. held its Annual Meeting of Stockholders on August 8, 2025 where shareholders approved two plan amendments. The BIO-key 2023 Stock Incentive Plan was amended to increase the number of shares available for issuance by an additional 700,000 shares while remaining otherwise unchanged. The BIO-key 2021 Employee Stock Purchase Plan was likewise amended to increase available shares by an additional 700,000 shares and was unchanged aside from the share increase. The filing also lists the two amendment exhibits and an embedded Inline XBRL cover page data file.
BIO-key International held its Annual Meeting on August 8, 2025 where shareholders elected five directors — Michael W. DePasquale, Wong Kwok Fong (Kelvin), Robert J. Michel, Emmanuel Alia and Cameron E. Williams — each receiving between 995,776 and 1,001,229 votes in favor, with 2,713,111 broker non-votes recorded on those elections.
Shareholders also ratified Bush & Associates CPA LLC as the company’s independent registered public accounting firm (3,500,203 for; 461,100 against; 52,205 abstain), approved the advisory vote on executive compensation (975,360 for; 317,871 against; 7,166 abstain; 2,713,111 broker non-votes), and approved amendments to the 2023 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan with vote totals reported.
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.