Form 8-K
8-K — BIO KEY INTERNATIONAL INC
Accession: 0001437749-26-017518
Filed: 2026-05-18
Period: 2026-05-18
CIK: 0001019034
SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
8-K — bkyi20260517_8k.htm (Primary)
EX-99.1 — EXHIBIT 99.1 (ex_964170.htm)
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0001019034
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2026-05-18
2026-05-18
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 18, 2026
BIO-key International, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation)
1-13463
(Commission File Number)
41-1741861
(I.R.S. Employer Identification No.)
101 CRAWFORDS CORNER ROAD, SUITE 4116,
HOLMDEL, NJ 07733
(Address of principal executive offices)
(732) 359-1100
(Registrant’s telephone number, including area code)
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
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 (see General Instruction A.2 below):
☐
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 Exchange Act (17 CFR 240.13e-4(c))
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 2.02. Results of Operations and Financial Condition.
On May 18, 2026 BIO-key International, Inc. (the “Company”) issued a press release announcing its financial results for its first quarter 2026. A copy of the press release issued by the Company on May 18, 2026 is attached as Exhibit 99.
The information, including the exhibit attached hereto, in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibit.
(d)
Exhibits. The following exhibit is furnished herewith:
99.1
Press Release, dated May 18, 2026 issued by the Company.
104
Cover Page Interactive Data File (formatted as Inline XBRL)
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 18, 2026
By:
/s/ Cecilia C. Welch
Cecilia C. Welch
Chief Financial Officer
EXHIBIT INDEX
Exhibit No.
Description
99.1
Press Release, dated May 18, 2026 issued by the Company.
104
Cover Page Interactive Data File (formatted as Inline XBRL)
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: ex_964170.htm · Sequence: 2
ex_964170.htm
Exhibit 99.1
BIO-key Q1 Bottom-Line Improves on 34% Rise in Revenue;
Expects Q2 Profitability on 65% Revenue Increase;
Investor Call Today at 10am ET
Holmdel, NJ – May 18, 2026 – BIO-key® International, Inc. (OTC Markets: BKYI), a global leader in Identity and Access Management (IAM) and biometric authentication technologies, announced its first quarter (Q1’26) results and first half of 2026 (1H’26) outlook. BIO-key will host an investor call today at 10:00am ET (details below).
Financial Highlights:
●
Q1’26 revenues increased 34% to $2.15M vs. Q1’25 and 74% vs. Q4’25
●
Q1’26 net loss improved to $(165K) vs. $(737K) in Q1’25 and $(1.722M) in Q4’25
●
Q1’26 ending cash and cash equivalents position of $2.24M
●
Q1’26 ending shares outstanding of 1.08M
Outlook:
●
Q2’25 revenues expected to rise 65% to approx. $2.8M vs. $1.7M in Q2’25
●
1H’26 revenues expected to rise 50% to approx. $5M vs. $3.3M in 1H’25
●
Expects H1’26 profitability vs $(1.9M) net loss in H1’25
●
1H’26 cash position expected to be in line with current cash position.
●
Expects solid revenue growth and improved bottom line for full year 2026.
Sector Progress:
●
Finance: Secured $1.04M one-year biometric identity license renewal with a foreign bank and partnered with Run-Level to deliver Identity Security Solution Across Mozambique’s National Payments Infrastructure.
●
Defense: BIO-key Surpassed $2M in Military/Defense Sales over the Latest Twelve Months through Follow-on Orders, which continued in Q1’26.
●
Government: BIO-key Partnered with TD Synnex Public Sector (DLT) to Deliver IAM Solutions to the U.S. Public Sector, and BIO-key and Visualforma were Awarded a Contract to Secure Digital Identities for a Large Portuguese Municipality.
BIO-key CEO, Mike DePasquale commented, “Our Q1’26 results reflect the benefit of our sales, marketing and customer development initiatives over the past several quarters, combined with globally expanding appreciation for the unparalleled value that biometric identity and access management solutions provide in securing mission critical applications and data.
“In addition to solid revenue growth – both from new and existing customers – we substantially improved our bottom-line performance reflecting a blended gross margin of 82.5% and our ongoing cost management discipline.
“Our Q1’26 results benefitted from an expanded license renewal with a large foreign bank, continued follow-on orders from an existing foreign defense customer, and a new strategic, multi-year agreement with Sociedade Interbancária de Moçambique (SIMO), the operator of Mozambique’s national electronic payments network.
“We continue to see strength with foreign government, defense and financial customers that increasingly recognize the mission critical security and value of our suite of biometrically enhanced authentication solutions. This traction is supported by foreign regulatory frameworks, as well as the growing incidence of international conflicts and political tension. In Q1’26, we secured approximately $450K in follow-on orders to support a foreign defense ministry that continues to expand its deployment of our biometric authentication solutions to additional personnel. Given the success of our solutions in such mission critical applications, we expect further traction with defense ministries and international security organizations in coming quarters and years.
“Banking and financial services is another area of strength for BIO-key. Our Q1’26 revenues benefited from the expanded scope of a one-year license renewal by a long-standing foreign retail bank customer that is utilizing our biometric identity solution for over 30M of its retail clients. And as I mentioned, Mozambique’s national payments network, SIMO, became our 11th global financial services customer and we are seeing other significant opportunities with highly-regulated government and finance customers.
“To better penetrate large Federal, state and local government agency opportunities in the U.S., we have partnered with TD Synnex Public Sector (DLT) to bring our solutions to their public sector customers, many of whom face increasing mandates to adopt secure digital infrastructure and multi-factor authentication (MFA). By integrating BIO-key’s PortalGuard® IAM platform and Passkey:YOUTM biometric solutions into DLT’s offerings, their extensive portfolio of government agency customers can now easily deploy high-assurance identity security for digital access.
“We ended the quarter with a book value of $7.6M, or approximately $7.04 per share, including $2.2M in cash and we expect improvements in our cash position and book value resulting from our expected Q2’26 performance. As we announced a few days ago, our shares were recently suspended from Nasdaq. We are actively working to return our shares to the Nasdaq Capital Market, though we cannot be certain of the timing or success of these efforts. In the interim, our shares continue to trade on the OTC Markets under the symbol BKYI.
“Our business is off to a strong start in 2026, and we are excited about our outlook for Q2 and the remainder of the year. We believe BIO-key has never been better positioned for growth and improved financial performance.”
Financial Review
Please note that the review of our Q1 2026 financial statements has not been completed by our independent registered public accounting firm as of the date of this press release and the financial statements are therefore subject to change.
Total revenues increased 35% to $2,145,533 in Q1’26 compared to $1,607,159 in Q1’25. The current year period benefitted from an expanded one-year software license renewal from a long-time foreign banking customer of BIO-key’s biometric identity solutions. License fee revenue increased 24% to $1,365,893 vs. $1,098,758 in Q1’25, due primarily to several large renewals in the first quarter.
Q1’26 hardware revenue increased over 100% to $531,256 vs. $235,803 in Q1’25, due to the expansion of a large deployment of BIO-key’s biometric hardware solutions and the sale of some previously fully-reserved inventory. Service, maintenance and other revenue increased 5% to $247,384 in Q1’26 vs. $272,598 in Q1’25 due to a growing customer base as we expand our deployments worldwide.
Q1’26 gross profit increased to $1,769,233, as compared to $1,327,661 in Q1’25, with a gross margin of 82% in both periods. Gross margin remained strong due to growth in high-margin license fee revenue and sales of hardware inventory that had previously been fully-reserved.
BIO-key’s Q1’26 operating expenses decreased 4% to $1,886,946 from $1,968,299 in Q1’25, as selling, general and administrative expenses decreased $102,458. Lower SG&A was partially offset by higher research, development and engineering expenses, which increased $21,105 to $616,880 in Q1’26, due to personnel growth and promotions.
Reflecting increased revenue and gross profit and stable operating expenses, BIO-key’s Q1’26 net loss improved to $(165,036), or $(0.15) per share, compared to a net loss of $(736,545), or $(1.57) per share, in Q1’25. Per share amounts and weighted average common shares outstanding have been revised to reflect the impact of the 1-for-10 reverse split on April 30th. Post-split weighted average common shares outstanding (basic and diluted) were 1,072,145 in Q1’26 and 470,242 in Q1’25.
Balance Sheet
BIO-key’s stockholders’ equity was $7,432,013at March 31, 2026, as compared to $7,606,805 at December 31, 2025. As of March 31, 2026, BIO-key had approximately $4.5M of current assets, including $2.2M of cash and cash equivalents, $1.6M of accounts receivable, and approximately $338K of net inventory.
Conference Call Details
Date / Time:
Monday, May 18th at 10 a.m. ET
Call Dial In #:
1-877-418-5460 U.S. or 1-412-717-9594 Int’l
Live Webcast / Replay:
Webcast & Replay Link – Available for 3 months.
Audio Replay:
1-877-344-7529 U.S. or 1-412-317-0088 Int’l; code 1165470
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:
https://www.facebook.com/BIOkeyInternational/
LinkedIn – Corporate:
https://www.linkedin.com/company/bio-key-international
X – Corporate:
@BIOkeyIntl
X – Investors:
@BIO_keyIR
StockTwits:
BIO_keyIR
Investor Contacts
William Jones, David Collins
Catalyst IR
BKYI@catalyst-ir.com or 212-924-9800
Please note that the review of our Q1 2026 financial statements has not been completed by our independent registered public accounting firm as of the date of this press release and the financial statements are therefore subject to change.
BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31,
December 31,
2026
2025
ASSETS
Cash and cash equivalents
$
2,247,984
$
2,694,663
Accounts receivable, net
1,573,454
1,220,822
Inventory
338,397
370,879
Prepaid expenses and other
326,043
251,323
Total current assets
4,485,878
4,537,687
Equipment and leasehold improvements, net
53,035
67,751
Capitalized contract costs, net
320,415
311,591
Deposits and other assets
7,976
7,976
Operating lease right-of-use assets
41,383
47,953
Investments
5,000,000
5,000,000
Intangible assets, net
774,318
830,357
Total non-current assets
6,197,127
6,265,628
TOTAL ASSETS
$
10,683,005
$
10,803,315
LIABILITIES
Accounts payable
$
514,197
$
507,357
Accrued liabilities
1,113,099
1,333,930
Income taxes payable
-
-
Note payable
651,935
604,102
Government loan – BBVA Bank, current portion
12,351
50,530
Deferred revenue, current
855,276
572,513
Operating lease liabilities, current portion
29,501
27,728
Total current liabilities
3,176,359
3,096,160
Deferred revenue, long term
45,225
62,584
Deferred tax liability
16,500
16,500
Operating lease liabilities, net of current portion
12,908
21,266
Total non-current liabilities
74,633
100,350
TOTAL LIABILITIES
3,250,992
3,196,510
Commitments and Contingencies
STOCKHOLDERS’ EQUITY
Common stock — authorized, 170,000,000 shares; issued and outstanding 10,852,118 of $.0001 par value at March 31, 2026 and December 31, 2025, respectively
1,085
1,085
Additional paid-in capital
141,537,509
141,496,765
Accumulated other comprehensive income
24,304
74,803
Accumulated deficit
(134,130,885
)
(133,965,848
)
TOTAL STOCKHOLDERS’ EQUITY
7,432,013
7,606,805
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
10,683,005
$
10,803,315
Please note that the review of our Q1 2026 financial statements has not been completed by our independent registered public accounting firm as of the date of this press release and the financial statements are therefore subject to change.
BIO-KEY INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
Three Months Ended
March 31,
2026
2025
Revenues
Services
$
248,384
$
272,598
License fees
1,365,893
1,098,758
Hardware
531,256
235,803
Total revenues
2,145,533
1,607,159
Costs and other expenses
Cost of services
78,498
98,144
Cost of license fees
73,234
72,885
Cost of hardware
323,538
108,469
Cost of hardware - reserve
(98,970
)
-
Total costs and other expenses
376,300
279,498
Gross profit
1,769,233
1,327,661
Operating expenses
Selling, general and administrative
1,270,066
1,372,524
Research, development and engineering
616,880
595,775
Total operating expenses
1,886,946
1,968,299
Operating loss
(117,713
)
(640,638
)
Other income (expense)
Interest income
676
3
Loan fee amortization
(20,833
)
(60,000
)
Interest expense
(27,166
)
(35,910
)
Total other income (expense), net
(47,323
)
(95,907
)
Loss before provision for income tax
(165,036
)
(736,545
)
Provision for (income tax) tax benefit
-
-
Net loss
$
(165,036
)
$
(736,545
)
Comprehensive loss:
Net loss
$
(165,036
)
$
(736,545
)
Other comprehensive income (loss) – foreign currency translation adjustment
(50,499
)
6,803
Comprehensive loss
$
(215,535
)
$
(729,742
)
Basic and diluted loss per common share
$
(0.15
)
$
(1.57
)
Weighted average common shares outstanding:
Basic and diluted
1,072,145
470,242
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Document And Entity Information
May 18, 2026
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
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dei_PreCommencementTenderOffer
Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
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X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
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Namespace Prefix:
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Data Type:
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Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
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Namespace Prefix:
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Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
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X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
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Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
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Namespace Prefix:
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Data Type:
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