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.
The BIO-key International, Inc. (NASDAQ: BKYI) SEC filings page provides direct access to the company’s regulatory disclosures, including annual and quarterly reports, current reports on Form 8-K, registration statements, and other key documents. These filings offer detailed insight into BIO-key’s identity and access management (IAM) and biometric authentication business, financial condition, risk factors, and capital markets activity.
In its S-1 registration statement, BIO-key outlines its role as an IAM platform provider for enterprise and large-scale customer and civil ID solutions. The filing describes the PortalGuard and PortalGuard IDaaS platforms, identity-bound biometrics, and the company’s biometric and authentication hardware portfolio. Investors can review this document to understand the structure of BIO-key’s business, its revenue sources from software licenses, services, and hardware, and its approach to large-scale biometric deployments.
Current reports on Form 8-K document material events such as financing transactions, warrant exercise agreements, secured promissory notes, Nasdaq listing compliance notices, and earnings announcements. For example, recent 8-K filings describe a warrant inducement transaction, a senior secured promissory note, and Nasdaq correspondence regarding the minimum bid price requirement for BKYI shares.
Through this page, users can also access proxy materials like the definitive proxy statement (DEF 14A), which covers matters submitted to shareholders, including director elections, auditor ratification, and equity compensation plans. These documents provide additional context on BIO-key’s governance and shareholder approvals.
Stock Titan enhances these filings with AI-powered summaries that highlight key points from lengthy documents such as 10-Ks, 10-Qs, S-1s, and 8-Ks. Real-time updates from the SEC’s EDGAR system ensure that new filings appear promptly, while AI-generated overviews help readers quickly identify information on topics such as revenue composition, financing terms, listing status, and risk disclosures. Users can also review insider and major holder information through Forms 3, 4, and 5 when available, with AI explanations that clarify the significance of reported transactions.
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.
BIO-key International, Inc. reported that Nasdaq notified the company on April 16, 2026 that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Annual Report on Form 10-K for the year ended December 31, 2025.
The company stated that this notification has no immediate effect on the listing or trading of its common stock on the Nasdaq Capital Market. BIO-key is working with its auditors to finalize the Form 10-K and announced that it expects to file the report next week.
BIO-key International outlined a strong outlook for the first half of 2026, expecting a 50% increase in first-half revenues and profitability for the period ending June 30, 2026. This improvement is driven by building software license momentum and stronger hardware sales.
The company highlighted a one-year software license renewal with a longstanding foreign retail bank and more than $1M in contracts for Pocket 10 Finger Scanners and Mobile POS Pro devices across the first two quarters. Management also pointed to larger biometric authentication opportunities with foreign government agencies and regulated enterprises, supported by a growing base of annually recurring software and services revenues.
BIO-key International, Inc. notified the SEC it cannot timely file its Annual Report on Form 10-K for the period ended December 31, 2025. The company cites incomplete compilation and review of certain financial statement items and expects to file on or before the fifteenth calendar day following the prescribed due date.
BIO-key International reported 2025 results showing lower revenue but a much stronger balance sheet, and outlined expectations for growth in 2026. Full-year 2025 revenue was $6,095,117, down about 12% from 2024, mainly due to a large bank renewal that favored 2024 and the exit from the Swivel Secure distribution agreement.
Hardware revenue more than doubled to $1,342,148 and services revenue rose to $1,172,107, but lower license fees pulled gross profit down to $4,722,080 with a 77.5% gross margin. The company reduced selling, general and administrative costs by 11%, yet its 2025 net loss widened slightly to $4,590,370, or $0.69 per share.
Cash and cash equivalents climbed to $2,694,663 at year-end 2025 from $437,604, and book value rose to $7,668,613, helped by $6,966,558 of warrant exercise proceeds and a $1,000,000 note. Management highlighted defense and financial-sector wins, including a $280,000 follow-on defense order and a $1,000,000 annual license renewal with a foreign bank, and expects top-line growth and improved bottom-line performance in 2026, with preliminary Q1 2026 revenue projected to grow 37% over Q1 2025. The company noted that the audit of its 2025 financial statements was not yet complete, so results are subject to change.
BIO-key International, Inc. is asking stockholders to approve an amendment to its Certificate of Incorporation to authorize a reverse stock split of its common stock at a ratio between 1-for-2 and 1-for-10. The board would choose whether to proceed, the exact ratio and the timing, any time up to May 6, 2026.
As of March 9, 2026, BIO-key had 10,849,618 common shares outstanding and 170,000,000 authorized. The company explains that a higher per-share price from the reverse split is intended to help it regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share; its stock last traded at $0.65 on March 13, 2026.
The split would affect all stockholders uniformly, so each investor should hold roughly the same ownership percentage afterward, with fractional shares rounded up to the nearest whole share. However, because the total authorized shares would remain unchanged, the transaction would significantly increase the number of authorized but unissued shares that could later be used for financings, acquisitions or equity incentives, which the company notes could have dilutive and potential anti-takeover effects.
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.