Form 8-K

8-K — BIO KEY INTERNATIONAL INC

Accession: 0001437749-26-016455

Filed: 2026-05-12

Period: 2026-05-06

CIK: 0001019034

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — bkyi20260512_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ex_961642.htm)

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0001019034

2026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2026

BIO-key International, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1-13463

41-1741861

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

101 Crawfords Corner Road

Suite 4116

Holmdel, NJ 07733

(Address of principal executive offices) (Zip Code)

(732) 359-1100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BKYI

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 6, 2026, BIO-key International, Inc. (the “Company”) received notice from the staff of The Nasdaq Stock Market, LLC (“Nasdaq”) stating that the Company had not regained compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), as the Company’s closing bid price was not at least $1.00 per share for 10 consecutive business days as of May 4, 2026. As a result, the Company’s common stock will be suspended from trading on the Nasdaq Capital Market at the opening of business on May 13, 2026, and a Form 25-NSE will be filed with the U.S. Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

In addition, since the Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2025 with the SEC as required by Nasdaq Listing Rule 5250(c)(1) (the “Periodic Report Rule”), consistent with Nasdaq Listing Rule Listing Rule 5810(c), the Company is ineligible for the Staff to review and accept a compliance plan with respect to the late Form 10-K. This served as an additional basis for delisting the Company’s common stock from the Nasdaq Capital Market.

The Company has until May 13, 2026 to request an appeal of such determination to Nasdaq’s Hearings Panel (the “Panel”). The Company intends to timely request a hearing before the Panel. The Company intends to take all reasonable measures available to regain compliance with the Bid Price Rule and the Periodic Report Rule and remain listed on Nasdaq. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.

Effective with the opening of trading on May 13, 2026 the Company’s common stock will be traded on OTC Markets. The ticker symbol will continue to be “BKYI”.

Item 7.01.

Regulation FD Disclosure.

On May 12, 2026, the Company issued a press release regarding the matters described in Item 3.01 of this Form 8-K. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

99.1

Press Release dated May 12, 2026 (filed herewith)

104

Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BIO-KEY INTERNATIONAL, INC.

Date: May 12, 2026

By:

/s/ Cecilia C. Welch

Cecilia C. Welch

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ex_961642.htm · Sequence: 2

ex_961642.htm

Exhibit 99.1

BIO-key Shares Expected to Temporarily Move to OTC™ Markets Tomorrow, Wednesday May 13th

Following Nasdaq Suspension After Today’s Market Close; BIO-key is Seeking to Restore

Nasdaq Listing Expeditiously

Holmdel, NJ – May 12, 2026 – BIO-key® International, Inc. (Nasdaq: BKYI), a global leader in Identity and Access Management (IAM) and biometric authentication technologies, today announced that it has received written notification from The Nasdaq Stock Market LLC that the trading of its common stock will be suspended on Nasdaq effective with markets’ close today, Tuesday, May 12, 2026. BIO-key has received approval from OTC Markets Group for its common stock to be quoted on the OTC Market under the same symbol commencing May 13, 2026. BIO-key’s shares are being suspended because its closing bid price, which has been above $1 the past eight consecutive trading days, did not meet Nasdaq’s extension requirement that its closing bid price be above $1 for a minimum of ten or more consecutive trading days by May 4th and because the Company has not yet to filed its Annual Report on Form 10K for the year ended December 31, 2025.

Under Nasdaq rules, BIO-key intends to request a hearing before a Nasdaq Hearings Panel to demonstrate compliance and the resumption of trading on the Nasdaq Capital Market, however there can be no assurance the Hearings Panel will grant relief from Nasdaq suspension.

BIO-key Chairman and CEO Michael DePasquale commented, “Through shareholder support and our concerted efforts to regain compliance with Nasdaq’s continued listing standards via a reverse split, we have restored our share price to a level well in excess of Nasdaq’s $1 minimum closing bid price requirement. Unfortunately, due to the timing of the reverse split, we were unable to maintain this share price level for the previous 10 trading days and our listing currently has been suspended. We are undertaking corrective measures to regain compliance, including retaining expert listing consultants to assist us in this process. With their guidance, we are taking steps that we believe provide us the best opportunity to have trading resume on Nasdaq expeditiously. There is precedent and very real potential to achieve this goal but no guarantee of success.

“Despite this action, our business has never been in a stronger position, with a growing base of recurring revenue, significant interest in our biometric technology’s ability to solve pervasive cybersecurity vulnerabilities, a solid financial position, and a streamlined cost structure. All of these factors support our expectation of achieving profitability in the first half of 2026 as we previewed last month, with expectations for:

●

2026 first half (1H’26) revenues to rise 50% to $5M vs. $3.3M in 1H’25 and $6.0M in 2025;

●

1H’26 profitability vs. a $1.9M net loss in 1H’25

●

Our 1H’26 cash position to remain in line with our cash position at year-end 2025.

“To provide liquidity for our common stock during the Nasdaq suspension, we have secured OTC Markets Group approval for our shares to be quoted on the OTC Markets following our Nasdaq suspension. We remain confident in our business trajectory and our prospects to resolve our Nasdaq listing suspension in the near term.”

Situation Background:

BIO-key’s common stock was not in compliance with Nasdaq’s $1 minimum closing bid price requirement and faced a deadline of May 4th to regain compliance. On April 20th, BIO-key stockholders approved a reverse split to regain compliance with Nasdaq’s $1 minimum closing bid price requirement. BIO-key implemented a 1-for-10 reverse split, which became effective with commencement of trading on April 30th. As a result of the reverse split, BIO-key’s share price and minimum closing bid has been above Nasdaq’s $1 minimum closing bid requirement.

However, the implementation and effectiveness of the reverse split was delayed to comply with Nasdaq’s updated 10-day notification requirement, and BIO-key’s minimum closing bid price had not exceeded the $1 threshold for ten consecutive days as of May 4th deadline. In addition, the Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2025 as required by Nasdaq’s continued listing requirements. As a result Nasdaq has informed BIO-key that its Nasdaq trading will be suspended as of the close of business on May 12th.

Regulatory Background

In early 2025 Nasdaq amended its Listing Rules to extend the advance notice by which a listed company effecting a reverse stock split must submit a Company Event Notification Form to at least 10 calendar days prior to the proposed market effective date of a reverse stock split, from the prior requirement of 5 business days (Listing Rules 5250(e)(7) and IM-5250-3). Additionally, Nasdaq adopted a rule suspending trading after 360 days of Continued Listing Rule non-compliance, and eliminated a related policy to allow shares to continue to trade on Nasdaq during the appeals process. In its place, Nasdaq Listing Rules require immediate suspension for failure to meet the bid price compliance within 360 days, while maintaining the ability for a Company to appeal the delist notice to a Nasdaq appointed Hearings Panel.

About BIO-key International, Inc. (www.BIO-key.com)

BIO-key is revolutionizing authentication and cybersecurity with biometric-centric, multi-factor identity and access management (IAM) software securing access for over forty million users. BIO-key allows customers to choose the right authentication factors for diverse use cases, including phoneless, tokenless, and passwordless biometric options. Its cloud-hosted or on-premise PortalGuard IAM solution provides cost-effective, easy-to-deploy, convenient, and secure access to computers, information, applications, and high-value transactions.

BIO-key Safe Harbor Statement

All statements contained in this press release other than statements of historical facts are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “Act”). The words “estimate,” “project,” “intends,” “expects,” “anticipates,” “believes” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management’s beliefs, as well as assumptions made by, and information currently available to, management pursuant to the “safe-harbor” provisions of the Act. These statements are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include, without limitation, our history of losses and limited revenue; our ability to raise additional capital to satisfy working capital needs; our ability to continue as a going concern; our ability to protect our intellectual property; changes in business conditions; changes in our sales strategy and product development plans; changes in the marketplace; continued services of our executive management team; security breaches; competition in the biometric technology and identity access management industries; market acceptance of biometric products generally and our products under development; our ability to convert sales opportunities to customer contracts; our ability to expand into Asia, Africa and other foreign markets; fluctuations in foreign currency exchange rates; the duration and extent of continued hostilities in Ukraine and its impact on our European customers; the impact of tariffs and other trade barriers which may make it more costly for us to import inventory from China and Hong Kong and certain product components from South Korea; delays in the development of products, the commercial, reputational and regulatory risks to our business that may arise as a consequence of non-compliance with Securities and Exchange Commission (“SEC”) and Nasdaq periodic reporting requirements; our temporary loss of the use of a Registration Statement on Form S-3 to register securities in the future; any disruption to our business that may occur on a longer-term basis should we be unable to continue to maintain effective internal controls over financial reporting, and statements of assumption underlying any of the foregoing as well as other factors set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements whether as a result of new information, future events, or otherwise.

Engage with BIO-key:

Facebook – Corporate:

LinkedIn – Corporate:

X – Corporate:

X – Investors:

StockTwits:

https://www.facebook.com/BIOkeyInternational/

https://www.linkedin.com/company/bio-key-international

@BIOkeyIntl

@BIO_keyIR

BIO_keyIR

Investor Contacts:

William Jones, David Collins

Catalyst IR

BKYI@catalyst-ir.com or 212-924-9800

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