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BIO-key International Chief Technology Officer Mira K. Lacous acquired 250 shares of common stock at $3.83 per share through the company’s 2021 Employee Stock Purchase Plan. After this award, she directly holds 4,076 shares. All share amounts reflect a 1-for-10 reverse stock split effective April 30, 2026.
BIO-key International, Inc. reports Q1 2026 results showing higher sales but continued losses and tight liquidity. Revenue rose to $2.15 million, up 33% from $1.61 million a year earlier, driven mainly by stronger license fees and a 125% increase in hardware revenue.
Gross profit increased to $1.77 million, while the net loss narrowed to $205,037 from $736,545. Operating cash outflow improved to $358,001, but cash and equivalents declined to $2.25 million, and management estimates it needs about $750,000 per month to run the business.
The company discloses substantial doubt about its ability to continue as a going concern, noting a history of losses, negative operating cash flow and reliance on new financing or inventory sales. It also highlights Nasdaq notices, a reverse stock split, and that its shares now trade on OTC Markets while it awaits a Nasdaq appeal decision.
BIO-key International’s amended annual report mainly replaces the independent auditor’s report and consent, while refiling the full year-end December 31, 2025 Form 10‑K and updating CEO/CFO certifications.
The company provides biometric-based identity and access management through its PortalGuard and WEB‑key platforms, serving more than 600 customers across enterprise, education, government and large-scale civil ID markets. Revenue in 2025 was approximately $6.1 million, with research and development expenses of $2.61 million, reflecting continued investment in its IAM and biometric products.
The filing highlights significant risks. The auditor’s opinion includes a going concern explanatory paragraph due to a history of losses, limited cash, negative operating cash flow and reliance on external financing. Management estimates it currently requires about $750,000 per month to operate, a level not consistently covered by revenue. BIO-key also discloses past delays in SEC reporting that temporarily cost it Form S‑3 eligibility, as well as suspension of trading on the Nasdaq Capital Market on May 13, 2026 for bid-price and filing deficiencies; its stock now trades on OTC Markets.
Additional risk factors include dependence on raising new capital, challenges in collecting certain international receivables, intense competition in the IAM and biometrics markets, evolving privacy and cybersecurity requirements, and potential dilution from outstanding options and warrants. As of June 10, 2026, BIO-key had 1,085,360 common shares outstanding, with a non‑affiliate market value of $4,934,779 as of June 30, 2025.
BIO-key International, Inc. filed its annual report describing a biometrics-focused identity and access management business facing significant financial pressure. The company generated approximately $6.1 million of revenue in 2025 but estimates it needs about $750,000 per month to run operations and has a history of losses and negative operating cash flow. Its auditor included a going concern explanatory paragraph, highlighting substantial doubt about the company’s ability to continue operating without more capital or higher revenue.
The report notes that BIO-key’s common stock was suspended from trading on the Nasdaq Capital Market on May 13, 2026 and now trades on OTC Markets, with 1,085,360 shares outstanding as of June 10, 2026. The company relies on recurring SaaS subscriptions for IAM and biometric products, spends heavily on R&D (about $2.6 million in 2025), and continues to pursue acquisitions, but also discloses multiple business, liquidity, cybersecurity, regulatory, and dilution risks.
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, 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.
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.