BIO KEY INTERNATIONAL INC

Overview

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• TickerBKYI on Nasdaq²
• IndustryServices-Prepackaged Software²
• HeadquartersWall, United States²
• Incorporated inDE³
• Business address101 Crawfords Corner Rd, Suite 4116, Holmdel, Nj 07733³
• Filer categoryNon-accelerated filer, Smaller reporting company³
• Legal formCorporation²
• LEI549300VFT6WAQB4BVB07²
• StatusActive²
• LEI statusLapsed (not renewed)²
• Registered addressC/O Corporation Service Company, 19808 Wilmington, United States²
• Registered withDivision of Corporations, Department of State, 3835674²

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All statements other than statements of historical facts contained in this Annual Report on Form 10-K, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “should,” “estimate,” “will,” “may,” “future,” “plan,” “intend” and “expect” and similar expressions generally identify forward-looking statements. 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; our ability to continue as a going concern; our ability to pr…⁵ From its latest annual report

Corporate structure

BIO KEY INTERNATIONAL INC sits at the top of its group. 8 entities, 5 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What BIO KEY INTERNATIONAL INC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

Investments

Intangibles and goodwill

Inventory

Properties, in its own words

We do not own any real estate. We conduct operations from leased premises in Eagan, Minnesota (1,994 square feet), Bedford, New Hampshire (3,364 square feet), and Holmdel, New Jersey (150 square feet). Internationally, we conduct operations from leased premises in Tsuen Wan, Hong Kong (1,098 square feet), Jiangmen, China (3,267 square feet), and Madrid, Spain (1,504 square feet). Our Eagan, Minnesota and Bedford, New Hampshire offices provide research and development, and customer support, for BIO-key software and PistolStar software, respectively. Our Holmdel, New Jersey location serves as our corporate headquarters. Our Hong Kong location is a small warehouse for finished goods as well as administrative and sales support. Our Jiangmen, China facility provides our hardware research and development, contract manufacturing and warehousing of raw materials, work-in-process, and finished goods. Our Madrid, Spain office serves as our sales organization for Europe, the Middle East, and parts Africa.

Item 2 of the 10-K filed Jun 12, 2026.⁵

Leadership

Who has led BIO KEY INTERNATIONAL INC, and when. Pick a name to see everywhere that person has worked.

• Chief executive officerThomas J. Colatosti Jan 27, 2006 to Jan 27, 2006¹⁴
• Chief executive officerMichael W. Depasquale Mar 30, 2006 to now¹⁵
• PresidentMichael W. Depasquale Mar 5, 2009 to Mar 5, 2009¹⁶
• Chief financial officerThomas J. Colatosti Nov 4, 2009 to Nov 4, 2009¹⁷
• Chief financial officerCecilia C. Welch Dec 29, 2009 to now¹⁸
• Chief financial officerFrancis J. Cusick Mar 30, 2006 to Mar 30, 2006¹⁹
• Chief operating officerBarbara Rivera Mar 20, 2017 to Mar 28, 2018²⁰

Named in SEC Form D filings

People the company listed in its private-offering notices.

• DirectorCameron Williams named Jan 4, 2024³⁸
• DirectorKwok Fong Wong named Jan 4, 2024³⁸
• DirectorRobert Michel named Jan 4, 2024³⁸

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

• BIO-key Europe SL Spain⁴
• BIO-key Hong Kong Limited Hong Kong⁴
• BIOKEY AFRICA LIMITED Nigeria⁴
• PistolStar, Inc. New Hampshire⁴
• Public Safety Group, Inc. Delaware⁴
• Swivel Secure Europe, SA Spain⁴
• Swivel Secure, Unipessoal LDA. Portugal⁴

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

• SAC TECHNOLOGIES INCNov 20, 1996 to Jan 17, 2002³

Timeline

1. Oct 6, 20268-K Shareholder vote; Other events³⁹
2. Oct 2, 20268-K Entered a material agreement; Unregistered sale of shares⁴⁰
3. Sep 8, 20268-K Other events⁴¹
4. Aug 14, 20268-K Results of operations⁴²
5. Aug 13, 20268-K Entered a material agreement; Unregistered sale of shares⁴³
6. Jul 9, 20268-K Change of auditor⁴⁴
7. Jul 7, 20268-K Regulation FD disclosure⁴⁵
8. Jun 10, 20268-K Listing notice or transfer; Regulation FD disclosure⁴⁶
9. May 18, 20268-K Results of operations⁴⁷
10. May 12, 20268-K Listing notice or transfer; Regulation FD disclosure⁴⁸
11. Apr 29, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Other events⁴⁹
12. Apr 24, 20268-K Shareholder vote⁵⁰
13. Mar 30, 2006New chief executive Michael W. Depasquale becomes CEO¹⁵
14. Jan 27, 2006New chief executive Thomas J. Colatosti becomes CEO¹⁴

Calendar

Coming up

1. Nov 13, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($1.50) a share, on Nov 14, 2025.⁵¹

When it reported results

1. Aug 14, 2026Reported quarterly or annual results⁴²
2. May 18, 2026Reported quarterly or annual results⁴⁷
3. Apr 20, 2026Reported quarterly or annual results⁵²
4. Mar 31, 2026Reported quarterly or annual results⁵³
5. Mar 4, 2026Reported quarterly or annual results⁵⁴
6. Nov 14, 2025Reported quarterly or annual results⁵⁵
7. Aug 13, 2025Reported quarterly or annual results⁵⁶
8. May 15, 2025Reported quarterly or annual results⁵⁷

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

314 filings to the SEC since October 2021: 7 annual reports, 15 quarterly reports, 69 major events, 149 insider forms, 11 large holders, 1 private raises, 62 other. The latest 20:

1. Oct 9, 2026S-1 EDGAR
2. Oct 6, 2026DEFA14A EDGAR
3. Oct 6, 20268-K EDGAR
4. Oct 2, 20268-K EDGAR
5. Sep 8, 2026DEFA14A EDGAR
6. Sep 8, 20268-K EDGAR
7. Aug 24, 2026DEFA14A EDGAR
8. Aug 14, 2026PRE 14A EDGAR
9. Aug 14, 20268-K EDGAR
10. Aug 13, 20268-K EDGAR
11. Aug 13, 202610-Q EDGAR
12. Jul 24, 2026ARS EDGAR
13. Jul 24, 2026DEF 14A EDGAR
14. Jul 9, 20268-K EDGAR
15. Jul 7, 20268-K EDGAR
16. Jul 2, 20264 EDGAR
17. Jul 2, 20264 EDGAR
18. Jul 2, 20264 EDGAR
19. Jun 22, 202610-Q EDGAR
20. Jun 15, 202610-K/A EDGAR

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

32 open-market trades by officers, directors and large owners since October 2021: 32 buys and 0 sales. Grants, option exercises and gifts are left out.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

• ARMISTICE CAPITAL, LLCSCHEDULE 13G/A, 5 filings Feb 14, 2024 to Aug 15, 2025⁵⁸
• Streeterville Capital LLCSCHEDULE 13G/A, 2 filings Jan 15, 2025 to Jun 10, 2025⁵⁹
• Lind Global Fund II LPSC 13G/A, 1 filing Feb 13, 2024⁶⁰
• AJB Capital Investments LLCSC 13G/A, 2 filings Jan 10, 2023 to Jan 25, 2024⁶¹
• Lind Global Macro Fund LPSC 13G/A, 1 filing Feb 11, 2022⁶²

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

Money raised

Private offerings the company reported to the SEC on Form D.

1. Dec 20, 2023Raised $547,730 in a private offering of equity Form D: 1 investor so far Form D

SEC filer profile

How BIO KEY INTERNATIONAL INC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

• Name on EDGARBIO KEY INTERNATIONAL INC¹
• CIK0001019034
• Employer ID (EIN)41-1741861⁵
• Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company⁵
• Incorporated inDelaware⁵
• Fiscal year endsDecember 31¹
• Industry code (SIC)7372 Services-Prepackaged Software¹
• SEC reviewing officeOffice of Technology, Division of Corporation Finance¹
• Business address101 Crawfords Corner Rd, Suite 4116, Holmdel, NJ 07733¹
• Phone7323591100¹
• Shares outstanding1,436,344 as of Aug 11, 2026¹³
• Public float$4.9M as of Jun 30, 2025⁵
• AuditorBush and Associates CPA., Henderson, Nevada PCAOB ID 6797; no auditor attestation of internal control over financial reporting⁵
• On EDGAR sinceNov 20, 1996¹
• Filings1,222 in all: 4 (442), 8-K (255), 10-Q (56), 10QSB (33), CORRESP (30), 3 (29), UPLOAD (29), EFFECT (27)¹
  All 61 form types

  POS AM (22), DEF 14A (19), 10-K (18), SC 13G/A (17), 424B3 (16), NT 10-Q (16), SB-2/A (15), S-1 (14), S-1/A (11), SC 13G (11), PRE 14A (10), 8-K/A (9), S-8 (9), SC 13D/A (9), 4/A (8), NT 10-K (8), 10KSB (7), 5 (7), D (7), DEFA14A (7), 10QSB/A (6), SB-2 (6), 10-K/A (5), 10KSB40 (5), CB (5), S-3 (5), S-3/A (5), 10KSB/A (4), SC 13D (4), 8-A12B (3), SCHEDULE 13G/A (3), 424B4 (2), 424B5 (2), 425 (2), ARS (2), DEFS14A (2), PRER14A (2), PRES14A (2), SCHEDULE 13G (2), 10-Q/A (1), 10KSB40/A (1), 424B1 (1), 424B8 (1), 8-A12G (1), CERTNAS (1), CT ORDER (1), D/A (1), DEFM14A (1), DEFR14A (1), POS EX (1), PREM14A (1), REGDEX (1), S-1MEF (1)

• Latest filingsAnnual report (10-K) Jun 12, 2026
  Quarterly report (10-Q) Aug 13, 2026
  Proxy statement (DEF 14A) Jul 24, 2026
  Latest 8-K (8-K) Oct 6, 2026

Securities registered for trading

From the cover page of the 10-K filed Jun 12, 2026 (Section 12(b) of the Exchange Act).⁵

Risk factors and legal proceedings

The risks BIO KEY INTERNATIONAL INC names in Item 1A of its 10-K filed Jun 12, 2026: 35 risks under these headings, as written.⁵

• BUSINESS AND FINANCIAL RISKS
• Material weaknesses could materially and adversely affect our operations, financial condition, reputation and stock price.
• Based on our limited cash resources, history of losses, negative cash flow from operations, and dependence on debt and equity financing to fund operations, our independent registered public accounting firm has included an explanatory paragraph in their opinion as to the substantial doubt about our ability to continue as a going concern.
• Historically, we have not generated significant revenue and have sustained substantial operating losses.
• We may need to obtain additional financing to execute our business plan, which may not be available. If we are unable to raise additional capital or generate significant revenue, we may not be able to continue operations.
• Our failure to timely file our annual report on Form 10-K for the year ended December 31, 2025 has made us ineligible to use a Form S-3 to register the offer and sale of securities, which could adversely affect our ability to raise future capital.
• Our biometric technology has yet to gain widespread market acceptance and we do not know how large of a market will develop for our technology.
• Biometric technology is a relatively new approach to Internet security, which must be accepted in order for our WEB-key solution to generate significant revenue.
• The market for our solutions is still developing and if the biometrics industry adopts standards or a platform different from our standards or platform, our competitive position would be negatively affected.
• Our software products may contain defects which will make it more difficult for us to establish and maintain customers.
• In order to generate revenue from our biometric products, we are dependent upon independent original equipment manufacturers, system integrators and application developers, which we do not control. As a result, it may be more difficult to generate sales.
• We face intense competition and may not have the financial and human resources necessary to keep up with rapid technological changes, which may result in our technology becoming obsolete.

Legal proceedings

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of this report, we are not a party to any pending lawsuit.

The opening of Item 3, Legal Proceedings.⁵