BIO-key International Enters Material Definitive Agreement

TL;DR

BIO-key just signed a big deal with new financial obligations.

AI Summary

On September 30, 2025, BIO-key International, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company, incorporated in Delaware, filed an 8-K report detailing this event. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates a significant new financial commitment or obligation for BIO-key International, Inc., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and new financial obligations can introduce financial risks and operational changes that may affect the company's performance.

Key Numbers

• 1-13463 — SEC File Number (Identifies the company's filing with the SEC.)
• 41-1741861 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• BIO KEY INTERNATIONAL INC (company) — Registrant
• September 30, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 101 Crawfords Corner Road Suite 4116 Holmdel , NJ 07733 (address) — Address of principal executive offices
• 732-359-1100 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1,130,000 — ), which provided for the issuance of a $1,130,000 principal amount senior secured promiss
• $125,000 — e carries an original issue discount of $125,000 and the Company agreed to pay $5,000 to
• $5,000 — $125,000 and the Company agreed to pay $5,000 to the Lender to cover its transaction
• $1,000,000 b — eds of the Note resulting in a total of $1,000,000 being funded to the Company at closing. T
• $135,000 — er shall have the right to redeem up to $135,000 of principal amount under the Note each

Filing Documents

• bkyi20251003_8k.htm (8-K) — 33KB
• ex_866109.htm (EX-10.1) — 146KB
• ex_866110.htm (EX-10.2) — 48KB
• ex_866111.htm (EX-10.3) — 74KB
• ex_866112.htm (EX-10.4) — 72KB
• ex_866113.htm (EX-10.5) — 52KB
• 0001437749-25-030493.txt ( ) — 638KB
• bkyi-20250930.xsd (EX-101.SCH) — 3KB
• bkyi-20250930_def.xml (EX-101.DEF) — 11KB
• bkyi-20250930_lab.xml (EX-101.LAB) — 15KB
• bkyi-20250930_pre.xml (EX-101.PRE) — 11KB
• bkyi20251003_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. The information provided in Item 2.03 is hereby incorporated by reference.

03

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On September 30, 2025, BIO-key International, Inc. (the "Company," "we" or "us") entered into and closed a note purchase agreement (the "Purchase Agreement") with Streeterville Capital, LLC, an existing lender of the Company (the "Lender"), which provided for the issuance of a $1,130,000 principal amount senior secured promissory note (the "Note"). The Note carries an original issue discount of $125,000 and the Company agreed to pay $5,000 to the Lender to cover its transaction costs, which were deducted from the proceeds of the Note resulting in a total of $1,000,000 being funded to the Company at closing. The proceeds will be used for general working capital. The principal amount of the Note is due eighteen months following the date of issuance. Interest under the Note accrues at a rate of nine percent (9%) per annum. All repayments of principal due under the Note will be subject to an exit fee of seven percent (7%) of the principal amount being repaid (the " Exit Fee "). Commencing six months after the date of issuance of the Note (the " Redemption Start Date "), Lender shall have the right to redeem up to $135,000 of principal amount under the Note each month which amount plus the Exit Fee will be due and payable three (3) trading days of Lender's delivery of a redemption notice to the Company. At the end of each month following the Redemption Start Date, if the Company has not reduced the outstanding balance under the Note by at least $135,000, then by the fifth (5 th ) day of the following month, the Company must either pay to Lender the difference between $135,000 and the amount, if any, redeemed in such month plus the Exit Fee, or the outstanding balance due under the Note will automatically increase by one percent (1%) as of such fifth (5 th ) day. The Note is secured by a lien on substantially all of the Company's assets and pr

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Note Purchase Agreement dated September 30, 2025 by and between the Company and Streeterville Capital, LLC 10.2 $1,130,000 Secured Promissory Note dated September 30, 2025 10.3 Security Agreement dated September 30, 2025 by and between the Company and Streeterville Capital, LLC. 10.4 Intellectual Property Security Agreement dated September 30, 2025 by and between the Company and Streeterville Capital, LLC 10.5 Guaranty dated September 30, 2025 by and between Pistol Star, Inc. and Streeterville Capital, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: October 3, 2025 By: /s/ Cecilia C. Welch Cecilia C. Welch Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR