Welcome to our dedicated page for Bio-Key Intl SEC filings (Ticker: BKYI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
BIO-key International, Inc. filings document the formal disclosures of an IAM and biometric authentication company, including operating results and financial condition in Form 8-K reports, press-release exhibits, and the company’s Form 12b-25 notice for a delayed annual report. The records also capture disclosures tied to software license renewals, hardware revenue activity, and cash-position commentary.
Proxy and current-report filings cover stockholder voting, certificate amendments, and material modifications to security-holder rights related to the 1-for-10 reverse stock split. The filing record also includes Nasdaq continued-listing notices tied to periodic-report timing, capital-structure disclosures, governance procedures, and meeting mechanics for common stockholders.
BIO-key International, Inc. is asking shareholders to approve an amendment to its Certificate of Incorporation to permit a reverse stock split at a ratio between 1-for-2 and 1-for-10, with final ratio and timing left to the Board if approved.
The Board says the Reverse Stock Split is intended to assist the company in regaining compliance with Nasdaq Listing Rule 5550(a)(2) by raising the per-share trading price. Shares outstanding were 10,849,618 as of March 9, 2026. The Board may abandon the amendment at any time before filing the Certificate of Amendment; the split, if implemented, would become effective upon filing with the Delaware Secretary of State, no later than May 6, 2026.
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 Form S-1 to register up to 6,183,336 shares of common stock for resale by Armistice Capital Master Fund Ltd. These shares are issuable upon exercise of warrants with a $1.02 per share exercise price that were issued in an October 27, 2025 warrant exercise agreement.
All sale proceeds from the registered shares will go to the selling stockholder, not BIO-key. If all 6,183,336 warrants are exercised, BIO-key would receive up to $6,307,002.72 in gross cash proceeds, which it expects to use for working capital and general corporate purposes, including repayment of a portion of its outstanding secured note.
The company had 10,836,618 shares outstanding as of November 13, 2025, and would have 17,019,954 shares outstanding assuming full warrant exercise. The filing notes that the 6,183,336 shares would represent approximately 36% of outstanding common stock after such exercise, highlighting potential dilution and stock overhang risks.
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) 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.
Michael DePasquale, Chief Executive Officer and Director of Bio-Key International, Inc. (BKYI), amended a Form 4 to report two small open-market purchases. The filing shows purchases of 2,500 shares on 09/15/2025 at $0.75 and 1,617 shares on 09/16/2025 at $0.84, increasing his direct beneficial ownership to 102,775 shares. The amendment clarifies that this total excludes previously reported options to purchase 232 shares and warrants for 9,167 shares that were included in an earlier Form 4 filed the same day. The form is signed by Mr. DePasquale on 09/17/2025 and indicates the filing is by one reporting person.
Michael DePasquale, Chief Executive Officer and Director of Bio-Key International, Inc. (BKYI), amended a Form 4 to report two small open-market purchases. The filing shows purchases of 2,500 shares on 09/15/2025 at $0.75 and 1,617 shares on 09/16/2025 at $0.84, increasing his direct beneficial ownership to 102,775 shares. The amendment clarifies that this total excludes previously reported options to purchase 232 shares and warrants for 9,167 shares that were included in an earlier Form 4 filed the same day. The form is signed by Mr. DePasquale on 09/17/2025 and indicates the filing is by one reporting person.
Michael DePasquale, Chief Executive Officer and Director of Bio-Key International, Inc. (BKYI), reported two open-market purchases of the company's common stock. On 09/15/2025 he purchased 2,500 shares at $0.75 per share and on 09/16/2025 he purchased 1,617 shares at $0.84 per share. Following these transactions he beneficially owned 112,174 shares directly. The filing notes that reported holdings exclude options to purchase 232 shares and warrants exercisable into 9,167 shares. The Form 4 is signed and dated 09/17/2025.
Insider equity grant reported for BIO-key International, Inc. (BKYI). Cecilia C. Welch, the company's Chief Financial Officer and a director, was granted 35,000 restricted shares on 09/02/2025 at no cash price. The restricted stock vests in three equal annual installments on each anniversary of the grant date, subject to Ms. Welch's continued employment or service. Following the grant, Ms. Welch beneficially owns 59,396 shares, excluding an option to purchase 174 shares. The Form 4 is signed by Ms. Welch on 09/03/2025 and discloses the grant under the issuer's 2023 Stock Incentive Plan, as amended.