Bio-Key Intl Inc SEC Filings

Mira LaCous, Chief Technology Officer of BIO-key International, Inc. (BKYI), was granted 25,000 restricted shares on 09/02/2025 under the company’s 2023 Stock Incentive Plan. The restricted shares vest in three equal annual installments on each of the next three anniversaries of the grant date, subject to her continued employment or service. The grant price is $0. Following the grant, Ms. LaCous beneficially owns 35,758 shares (this total excludes options to purchase 87 shares). The Form 4 was signed on 09/03/2025.

Bio-key International reported a grant of 45,000 restricted shares to Michael DePasquale, who serves as Chief Executive Officer and a director. The shares were awarded under the company's 2023 Stock Incentive Plan and vest in three equal annual installments over the next three anniversaries of the grant date, subject to continued service. Following the grant, the reporting person’s beneficial ownership is reported as 98,658 common shares; this total excludes options to purchase 232 shares.

BIO-key International, Inc. has filed a Form S-8 to register an additional 700,000 shares of its common stock for issuance under the BIO-key International, Inc. 2021 Employee Stock Purchase Plan, as amended. These shares are reserved for employees who participate in the plan.

The increase in the share pool was approved by the board of directors, upon recommendation of the Compensation Committee, on June 18, 2025, and subsequently approved and adopted by stockholders on August 8, 2025. The filing also notes that all figures related to the plan have been adjusted to reflect an 18-for-1 stock split effected on December 20, 2023, and incorporates a prior S-8 registration by reference.

BIO-key International, Inc. filed a Form S-8 to register an additional 700,000 shares of its common stock under the 2023 Stock Incentive Plan, as Amended. The board approved the increase on June 18, 2025 and stockholders adopted it on August 8, 2025. The filing incorporates a prior Form S-8 that registered 333,334 shares, and notes all figures reflect the 18-for-1 stock split effective December 20, 2023.

James D. Sullivan, listed as Chief Legal Officer and SVP Strategy & Compliance of BIO-key International, Inc. (BKYI), reported an open-market purchase of 10,000 shares of common stock on 08/22/2025 at a price of $0.77 per share. After the transaction he beneficially owned 54,851 shares directly; the reported holdings expressly exclude options to purchase 174 shares. The Form 4 indicates this was an individual filing by one reporting person and records the acquisition under transaction code "P." No derivatives or other types of securities were reported in this filing.

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.

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 359,703 shares of BIO-key International, Inc. common stock, representing 4.99% of the outstanding class. Armistice Capital, a Delaware investment manager, states it exercises shared voting and dispositive power over these shares on behalf of Armistice Capital Master Fund Ltd., the direct holder. Mr. Boyd is identified as the managing member and is reported with the same shared voting and dispositive power.

The filing clarifies the Master Fund retains legal title but disclaims beneficial ownership due to the investment management agreement, and affirms the shares were acquired in the ordinary course of business and not to effect control of the issuer.

BIO-key International, Inc. (BKYI) reported mixed quarterly results with revenue growth but continued losses and a going-concern qualification. For the three months ended June 30, 2025, total revenue was $1,696,907, up from $1,141,286 a year earlier, driven by higher hardware sales and modest license and services growth. Gross profit improved to $1,232,727. The company recorded a net loss of $1,167,396 for the quarter (basic and diluted loss per share $0.20) and a six-month net loss of $1,903,941.

Liquidity changed materially: cash and cash equivalents rose to $2,275,344 from $437,604 at year-end, largely from warrant exercises that generated gross proceeds of approximately $3.8 million and $3,493,505 of net financing cash. Working capital was about $503,000. Management discloses substantial doubt about the company's ability to continue as a going concern without additional financing. Major customer concentration remains (two customers represented 47% of quarterly revenue) and inventory includes a large reserve against finished goods related to delayed projects.

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.