BIO KEY INTERNATIONAL INC 8-K

What Happened

• BIO-key International, Inc. (BKYI) received a Nasdaq notice on May 6, 2026 that it did not regain compliance with Nasdaq Listing Rule 5550(a)(2) (the $1.00 bid price rule). As of May 4, 2026 the company's closing bid price had not been at least $1.00 for 10 consecutive business days.
• Nasdaq will suspend trading of the Company’s common stock on the Nasdaq Capital Market at the open on May 13, 2026 and will file a Form 25‑NSE with the SEC to remove the Company’s securities from Nasdaq listing and registration. Because the Company has not yet filed its Form 10‑K for the year ended December 31, 2025 (Nasdaq Listing Rule 5250(c)(1)), it is also ineligible for Nasdaq staff to accept a compliance plan under Rule 5810(c).
• The Company intends to timely request a hearing before Nasdaq’s Hearings Panel by May 13, 2026 and says it will take all reasonable measures to try to regain compliance. Effective with the opening of trading on May 13, 2026, BIO-key’s common stock will trade on the OTC Markets under the same ticker, BKYI. The Company issued a press release on May 12, 2026 disclosing these matters.

Key Details

• Notice date from Nasdaq: May 6, 2026; noncompliance measured as of May 4, 2026.
• Nasdaq rules cited: Listing Rule 5550(a)(2) (Bid Price Rule), Listing Rule 5250(c)(1) (Periodic Report Rule), and Rule 5810(c).
• Suspension/delist action effective at open of trading on May 13, 2026; trading to move to OTC Markets (ticker BKYI).
• Company will request an appeal/hearing before Nasdaq’s Hearings Panel by May 13, 2026 and disclosed the situation in a May 12, 2026 press release.

Why It Matters

• Delisting from Nasdaq reduces visibility and can lower liquidity and increase trading spreads because the stock will trade on the OTC Markets. This can affect how easily investors can buy or sell shares and could influence institutional ownership and financing options.
• The Company’s failure to file the 2025 Form 10‑K is a separate compliance issue cited by Nasdaq and prevents the Company from obtaining a staff‑approved compliance plan. The Company has stated its intent to appeal and to attempt to regain compliance, but there is no assurance the Panel will grant continued listing or that BIO-key will successfully return to Nasdaq.