BIO KEY INTERNATIONAL INC

BIO-key International, Inc. has filed an Amendment No. 1 to its Form S-1 registration statement. This filing pertains to the resale of up to 1,236,668 shares of common stock by Armistice Capital Master Fund Ltd., issuable upon the exercise of warrants. The company will not receive proceeds from the sale of these shares, but expects to receive approximately $5.02 million if all warrants are exercised for cash, which will be used for working capital and general corporate purposes. The warrants have a reduced exercise price of $4.06 per share.

BIO-key International entered into a warrant exercise agreement with an institutional investor, generating approximately $2.51 million in gross proceeds. The agreement involved reducing the exercise price of existing warrants for 618,334 shares from $10.20 to $4.06 per share and issuing new unregistered warrants for 1,236,668 shares at $4.06 per share. The new warrants require stockholder approval for exercisability. The company plans to use the net proceeds for working capital and general corporate purposes, including potential debt repayment.

BIO-key International reported strong financial improvements for Q2 and 1H 2026, with Q2 revenues increasing 13% to $1.9M and net loss trimmed by 51% to $(577K). The company's gross margin improved significantly to 87%. BIO-key also raised $2.5M through warrant exercises, boosting its cash position to over $4.5M, and announced new partnerships and customer wins in the EMEA region and the U.S. The company anticipates continued revenue growth and profitability in the second half of 2026, supported by a delayed hardware order and a robust pipeline.

BIO-key International reported a significant reduction in net loss for Q2 2026, halving to $(576,852) from $(1,167,396) in the prior year, while total revenues grew by 13.1% to $1,919,991. Despite these improvements, the company issued a going concern warning due to historical losses and negative cash flow, with cash and cash equivalents decreasing to $1,379,300. A 1-for-10 reverse stock split was effective April 30, 2026, and an equity investment in Boumarang, Inc. maintains a 50% impairment.

BIO-key International entered a warrant inducement agreement with an institutional investor, leading to the exercise of existing warrants for 618,334 shares at $4.06 each. This transaction is expected to generate approximately $2.5 million in gross proceeds for the company. In consideration, BIO-key will issue new unregistered warrants for 1,236,668 shares at the same exercise price, pending stockholder approval. Maxim Group LLC is serving as the exclusive Placement Agent for this transaction.

BIO-key International, in partnership with Visualforma, has secured a new contract to enhance digital identity security for a Portuguese national security agency. This award signifies a major expansion of their collaboration within the Portuguese public sector, extending into one of the country's most security-sensitive environments. The solution integrates BIO-key's enterprise identity portfolio, including PortalGuard and Identity-Bound Biometrics, to provide secure access, privileged access protection, and regulatory compliance for critical systems.

BIO-key International, Inc. announced it will host its second-quarter 2026 investor call and webcast on Friday, August 14th, at 10 a.m. ET. Chairman & CEO Mike DePasquale and CFO Cecilia Welch will lead the discussion and a Q&A session. Details for dial-in and webcast access were provided, with the webcast replay available for three months.

BIO-key International announced a strategic partnership with Maktabi Tech, a leading regional technology company specializing in digital transformation and cybersecurity solutions for the education sector. This collaboration will bring BIO-key's PortalGuard Identity and Access Management platform, including MFA, SSO, and passwordless authentication, to educational institutions across Saudi Arabia, Jordan, and the United Arab Emirates. The partnership leverages Maktabi Tech's extensive customer network and regional expertise to support Saudi Arabia's Vision 2030 digital transformation initiatives, enhancing security and user experience for students, faculty, and staff.

BIO-key International announced a partnership with the Central Bank of Jordan (CBJ) for a national initiative to modernize authentication across Jordan's financial sector. This collaboration aims to establish biometric authentication as the national standard, reducing reliance on traditional credentials for the country's 11.6 million population. BIO-key will leverage its PortalGuard and WEB-key technologies, building on its proven experience in large-scale biometric deployments.

BIO-key International, Inc. will hold its 2026 Annual Meeting of Stockholders on September 3, 2026, at its Holmdel, NJ offices. Stockholders of record as of July 15, 2026, are invited to vote on the election of five directors, the ratification of M&K CPAs, PLLC as the independent auditor for 2026, and an advisory vote on executive compensation. The definitive proxy statement outlines the proposals and voting procedures for the meeting.