[SCHEDULE 13G/A] BIO-key International, Inc. SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Clear disclosure of beneficial ownership amounting to 359,703 shares (4.99%)
• Identification of reporting parties including Armistice Capital, LLC and Steven Boyd with addresses and citizenship
• Clarification of voting and dispositive power showing shared voting and shared dispositive power for the reported shares
• Certification that the securities were acquired in the ordinary course of business and not to effect control of the issuer

Negative

• None.

Insights

Securities Analyst

TL;DR: Armistice reports a sub-5% stake (4.99%) in BIO-key, disclosing shared voting and dispositive power via its managed Master Fund.

Armistice Capital and Steven Boyd jointly disclose beneficial ownership of 359,703 shares, equal to 4.99% of BIO-key's common stock. The structure described is typical for an investment manager managing a master fund: the manager reports beneficial control even while the Master Fund is the direct holder and disclaims beneficial ownership due to the investment management agreement. This filing is procedural and consistent with regulatory disclosure obligations for holdings near the 5% threshold, providing clarity on voting and disposition powers without indicating an intent to change control.

Corporate Governance Expert

TL;DR: Disclosure appropriately distinguishes legal title and managerial control, meeting Schedule 13G/A requirements for sub-5% passive reporting.

The filing identifies Armistice Capital as investment manager and Steven Boyd as managing member, each with shared voting and dispositive power over the reported securities. The Master Fund is named as the direct holder and expressly disclaims beneficial ownership because of the management agreement. Certification language confirms ordinary-course acquisition and no intent to influence issuer control. From a governance standpoint, the filing supplies relevant ownership, voting, and disposition details investors rely on for transparency.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

BIO KEY INTERNATIONAL INC

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

09060C507

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 09060C507

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 359,703.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 359,703.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

359,703.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 09060C507

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 359,703.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 359,703.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

359,703.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BIO KEY INTERNATIONAL INC
(b)	Address of issuer's principal executive offices: 101 CRAWFORDS CORNER RD, SUITE 4116, HOLMDEL, NJ, 07733
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 09060C507
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 359,703
(b)	Percent of class: 4.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 359,703
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 359,703 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	08/15/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	08/15/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: August 15, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

What stake in BIO-key (BKYI) did Armistice Capital disclose?

Armistice Capital and Steven Boyd disclosed beneficial ownership of 359,703 shares, representing 4.99% of BIO-key's common stock.

Who holds voting and disposition power over the reported BIO-key shares?

The filing reports shared voting power and shared dispositive power of 359,703 shares allocated to Armistice Capital and Steven Boyd.

Is the Master Fund the direct holder of the BIO-key shares?

Yes. Armistice Capital Master Fund Ltd. is the direct holder, and Armistice Capital acts as its investment manager with voting and investment authority.

Did the filing state intent to influence control of BIO-key?

No. The certification states the securities were acquired and are held in the ordinary course of business and not to change or influence control of the issuer.

When was the Schedule 13G/A signed?

The signatures on the filing are dated 08/15/2025.