BIO-key International Files 8-K with Material Agreements

TL;DR

BIO-key International signed a material agreement, sold equity, and filed financials. Keep an eye on this one.

AI Summary

On October 27, 2025, BIO-key International, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on October 30, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity for BIO-key International, including new agreements and financial disclosures that could impact investors.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• BIO-key International, Inc. (company) — Registrant
• October 27, 2025 (date) — Date of earliest event reported
• October 30, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 101 Crawfords Corner Road Suite 4116 (address) — Principal executive offices
• Holmdel, NJ 07733 (address) — Principal executive offices location

FAQ

Key Financial Figures

• $0.0001 — 8 shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"
• $2.15 — the Existing Warrants was reduced from $2.15 per share to $1.02 per share. In consi
• $1.02 — nts was reduced from $2.15 per share to $1.02 per share. In consideration for the ex
• $0.25 — estor of the combined purchase price of $0.25 per Existing Warrant (the "New Warrant
• $3.1 m — t Exercise Agreement were approximately $3.1 million, prior to deducting placement age
• $2,360,000 — 24, in the original principal amount of $2,360,000 (the "Original Note"). Pursuant to the
• $261,841 — ") in the original principal amounts of $261,841 and $66,150, respectively (collectively
• $66,150 — ginal principal amounts of $261,841 and $66,150, respectively (collectively, the "Excha
• $327,991 — e of the Original Note to be reduced by $327,991, the aggregate principal amount of the

Filing Documents

• bkyi20251029_8k.htm (8-K) — 37KB
• ex_878918.htm (EX-10.1) — 49KB
• ex_878919.htm (EX-10.2) — 35KB
• ex_878920.htm (EX-10.3) — 37KB
• ex_879925.htm (EX-10.4) — 101KB
• 0001437749-25-032448.txt ( ) — 450KB
• bkyi-20251027.xsd (EX-101.SCH) — 3KB
• bkyi-20251027_def.xml (EX-101.DEF) — 12KB
• bkyi-20251027_lab.xml (EX-101.LAB) — 15KB
• bkyi-20251027_pre.xml (EX-101.PRE) — 12KB
• bkyi20251029_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Warrant Exercise Agreement On October 27, 2025, BIO-key International, Inc. (the "Company") entered into a warrant exercise agreement (the "Warrant Exercise Agreement") with an existing institutional investor (the "Investor") to exercise certain outstanding warrants to purchase an aggregate of 3,091,668 shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"), which were originally issued to the Investor on January 15, 2025 (the "Existing Warrants"). Pursuant to the Warrant Exercise Agreement, the exercise price of the Existing Warrants was reduced from $2.15 per share to $1.02 per share. In consideration for the exercise of the Existing Warrants, subject to compliance with the beneficial ownership limitations included in the Existing Warrants, and the payment by the Investor of the combined purchase price of $0.25 per Existing Warrant (the "New Warrant Consideration"), the Investor received new unregistered warrants to purchase up to an aggregate of 6,183,336 shares of the Company's Common Stock (the "New Warrants"). The New Warrants have substantially the same terms, are immediately exercisable at an exercise price of $1.02 per share, and will expire five years from the date of issuance. The Company agreed to file a resale registration statement covering the public resale of the shares of Common Stock issuable upon exercise of the New Warrants with the Securities and Exchange Commission (the "SEC"), and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within 90 calendar days following the date of the Warrant Exercise Agreement. The New Warrants include a beneficial ownership limitation that prevents the Investor from beneficially owning more than 4.99% of the Company's outstanding common stock at any time. The gross proceeds to the Company under the Warrant Exercise Agreement were approximately $3.1 million, prio

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. Warrant Exercise Agreement The information in Item 1.01 above under the caption Warrant Exercise Agreement is incorporated herein by reference. The New Warrants were issued solely to one accredited investor in a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The New Warrants and the shares of common stock issuable upon the exercise thereof have not been registered under the Securities Act and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. Streeterville Exchange Agreements The information in Item 1.01 above under the caption Streeterville Exchange Agreements is incorporated herein by reference. The issuance of the Exchange Shares pursuant to the Exchange Agreements is not being registered under the Securities Act and is being effected pursuant to the exemption provided in Section 3(a)(9) under the Securities Act. This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Warrant Exercise Agreement, dated October 27, 2025, by and between BIO-key International, Inc. and the Investor (filed herewith) 10.2 Exchange Agreement, dated October 27, 2025, by and between BIO-key International, Inc. and Streeterville Capital, LLC (filed herewith) 10.3 Exchange Agreement, dated October 27, by and between BIO-key International, Inc. and Streeterville Capital, LLC (filed herewith) 10.4 Form of Common Stock Purchase Warrant (filed herewith) 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 30, 2025 By: /s/ Cecilia C. Welch Cecilia C. Welch Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR