BIO KEY INTERNATIONAL INC 8-K

What Happened

• On April 20, 2026 BIO-key International, Inc. held a special meeting of stockholders and filed an 8-K reporting the results. As of the record date (March 9, 2026) there were 10,849,618 shares of common stock outstanding.
• The meeting had a quorum with 5,600,692 shares present or represented (51.62% of outstanding). Stockholders approved an amendment to the Certificate of Incorporation to permit a reverse split of the company’s common stock at any ratio between 1-for-2 and 1-for-10, with the Board authorized to decide whether, when and at which ratio to implement the reverse split (no later than May 6, 2026). Vote totals: For 4,209,160; Against 1,361,166; Abstentions 30,366; Broker non-votes: none.

Key Details

• Record date: March 9, 2026; Outstanding shares: 10,849,618.
• Special meeting date: April 20, 2026; Quorum: 5,600,692 shares (51.62%).
• Approved authority: reverse split between 1-for-2 and 1-for-10; Board has discretion on ratio and timing (deadline May 6, 2026).
• Final vote: 4,209,160 For; 1,361,166 Against; 30,366 Abstentions.

Why It Matters

• The approval gives the Board flexibility to combine shares (a reverse stock split), which will reduce the number of outstanding shares and increase the per-share price if implemented. That can affect trading liquidity, share price appearance, and compliance with listing standards, although market capitalization is not directly changed by a split alone.
• Because the Board still must elect whether to proceed and specify the ratio and effective date, investors should monitor future SEC filings and company notices for the exact ratio and implementation details.