BIO-key International (NASDAQ: BKYI) notifies SEC of late 2025 Form 10-K filing

Rhea-AI Filing Summary

BIO-key International, Inc. notified the SEC it cannot timely file its Annual Report on Form 10-K for the period ended December 31, 2025. The company cites incomplete compilation and review of certain financial statement items and expects to file on or before the fifteenth calendar day following the prescribed due date.

Key Figures

Period Ended: December 31, 2025 Relief Window: 15 calendar days Notification Date: March 31, 2026

3 metrics

Period Ended December 31, 2025 Fiscal period for the delayed Form 10-K

Relief Window 15 calendar days Expected filing on or before the fifteenth calendar day following the prescribed due date

Notification Date March 31, 2026 Date the Form 12b-25 was signed by the CFO

Key Terms

Rule 12b-25, Form 10-K, prescribed due date

3 terms

Rule 12b-25 regulatory

"unable to timely file its Annual Report on Form 10-K"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"Annual Report on Form 10-K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

prescribed due date regulatory

"on or before the fifteenth calendar day following the prescribed due date"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	☒ Form 10-K	☐ Form 20-F	☐ Form 11-K	☐ Form 10-Q	☐ Form 10-D
	☐ Form N-CEN	☐ Form N-CSR
	For Period Ended:         December 31, 2025
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I -- REGISTRANT INFORMATION

BIO-key International, Inc.

Full Name of Registrant

Former Name if Applicable

101 Crawfords Corner Road

Suite 4116                    

Address of Principal Executive Office (Street and Number)

Holmdel, NJ 07733

City, State and Zip Code

PART II -- RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

BIO-key International, Inc, (the “Company”) is unable to timely file its Annual Report on Form 10-K for the year ended December 31, 2025. The compilation, presentation and review of certain information required to complete the financial statements to be included in the Form 10-K could not be completed within the prescribed time period without unreasonable effort and expense to the Company. The Company expects to file the Form 10-K as soon as reasonably practicable and in any event, on or before the 15th calendar day following the prescribed due date.

PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Cecilia Welch	732	359-1112
(Name)	(Area Code)	(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	☒ Yes    ☐   No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	☒ Yes    ☐   No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As previously announced in the Company’s Current Report on Form 8-K dated March 31, 2026, the Company anticipates that its financial results for the year ended December 31, 2025 will reflect significant differences in certain line items as compared to its results of operations for the comparable prior year period. Notable differences include:

● Revenue is expected to be $6,095,117 as compared to $6,929,571 in the year ended December 31, 2024;

● Selling, general, and administrative expenses are expected to be $6,372,218 as compared to $7,140,147 in the year ended December 31, 2025;

● Gross profit is expected to be $4,722,080 as compared to $5,640,186 in the year ended December 31, 2024; and

● Basic and diluted loss per common share are expected to be $(0.69) as compared to $(2.09) in the year ended December 31, 2024.

Please note that the forgoing may be subject to change upon the completion of the reporting process, and actual results may vary from such expectations.

BIO-key International, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026	By:	/s/ Cecilia Welch
		Name: Cecilia Welch
		Title:   Chief Financial Officer

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

FAQ

Why did BIO-key (BKYI) file a Form 12b-25?

Answer: BIO-key filed a Form 12b-25 because it cannot complete required financial statement work within the prescribed filing period. The company said compilation, presentation, and review of certain financial statement items could not be finished without unreasonable effort and expense, and it will file as soon as practicable.

When does BIO-key expect to file its 2025 Form 10-K?

Answer: BIO-key expects to file the Annual Report on Form 10-K on or before the fifteenth calendar day following the prescribed due date. The notification reiterates the company will complete its review and submit the Form 10-K within that relief window.

Does the Form 12b-25 indicate a change in BIO-key’s prior filings?

Answer: The filing does not state missed prior periodic reports; it affirms prior reports were filed when required. It notes anticipated differences in 2025 results referenced in a March 31, 2026 Form 8-K and warns those expectations may change upon completion of reporting.

Who signed BIO-key’s Form 12b-25 and when was it signed?

Answer: The Form 12b-25 was signed by Cecilia Welch, Chief Financial Officer, and dated March 31, 2026. The signature certifies the company caused the notification to be filed on its behalf and carries the usual statutory warning about misstatements.

Will BIO-key’s late filing affect reported 2025 financial results?

Answer: The company anticipates that 2025 results will show significant differences in certain line items compared to prior year, as stated in a March 31, 2026 8-K. It cautions that amounts may change when the Form 10-K is completed and finalized.