BIO-key International (NASDAQ: BKYI) notifies late Q1 2026 10-Q filing

Rhea-AI Filing Summary

BIO-key International, Inc. notified the SEC it cannot timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The company says compilation and review of certain financial statement information could not be completed without unreasonable effort and expense and expects to file on or before the fifth calendar day following the prescribed due date.

The filing reiterates preliminary expected results for the quarter: revenue $2,145,533, gross profit $1,769,233, and basic and diluted loss per share $(0.15), each compared to the prior-year quarter.

Key Figures

Report period: March 31, 2026 Expected Revenue: $2,145,533 Revenue (Q1 2025): $1,607,159 +5 more

8 metrics

Report period March 31, 2026 Quarter ended

Expected Revenue $2,145,533 Quarter ended March 31, 2026

Revenue (Q1 2025) $1,607,159 Quarter ended March 31, 2025

Expected Gross Profit $1,769,233 Quarter ended March 31, 2026

Gross Profit (Q1 2025) $1,327,661 Quarter ended March 31, 2025

Expected Basic and Diluted EPS $(0.15) Quarter ended March 31, 2026

EPS (Q1 2025) $(1.57) Quarter ended March 31, 2025

Notification date May 18, 2026 Date signed by CFO Cecilia Welch

Key Terms

Rule 12b-25, Form 10-Q, Form 8-K

3 terms

Rule 12b-25 regulatory

"The Company expects to file the Form 10-Q as soon as reasonably practicable"

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-Q regulatory

"unable to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

Form 8-K regulatory

"As previously announced in the Company’s Current Report on Form 8-K dated March 31, 2026"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

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:         March 31, 2026
	☐   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 unable to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The compilation, presentation and review of certain information required to complete the financial statements to be included in the Form 10-Q 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-Q as soon as reasonably practicable and in any event, on or before the 5th 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 quarter ended March 31, 2026 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 $2,145,533 as compared to $1,607,159 in the quarter ended March 31, 2025
	●	Gross profit is expected to be $1,769,233 as compared to $1,327,661 in the quarter ended March 31, 2025; and
	●	Basic and diluted loss per common share are expected to be $(0.15) as compared to $(1.57) in the quarter ended March 31, 2025.

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: May 18 , 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 for the March 31, 2026 quarter?

The company states the compilation, presentation and review of certain financial statement information could not be completed without unreasonable effort and expense. It invoked Rule 12b-25 relief and expects to file within five calendar days after the prescribed due date.

When does BIO-key expect to file the delayed Q1 2026 Form 10-Q?

BIO-key expects to file the Form 10-Q on or before the fifth calendar day following the prescribed due date. The notification was signed by CFO Cecilia Welch on May 18, 2026, reflecting the listed timing commitment.

What preliminary financial figures did BIO-key disclose for Q1 2026?

The company disclosed expected preliminary figures: revenue $2,145,533, gross profit $1,769,233, and basic and diluted loss per share $(0.15), compared with the quarter ended March 31, 2025.

How do BIO-key's preliminary Q1 2026 results compare to Q1 2025?

Preliminaries show higher reported figures versus the prior year: revenue $2,145,533 vs $1,607,159, gross profit $1,769,233 vs $1,327,661, and loss per share $(0.15) vs $(1.57), per the notice.

Who signed the Form 12b-25 and how can the company be contacted?

The notice was signed by Cecilia Welch, Chief Financial Officer, on May 18, 2026. The contact telephone number listed is 732-359-1112 for further inquiries.