BIO KEY INTERNATIONAL INC 8-K

What Happened
BIO-key International, Inc. announced in an 8‑K that its Audit Committee approved the engagement of M&K CPAS, PLLC ("M&K") as the company's independent registered public accounting firm on July 2, 2026, and the company dismissed Bush & Associates CPA LLC ("Bush & Associates") as its auditor on July 7, 2026. Bush & Associates had been retained on April 24, 2024; its audit reports for the years ended December 31, 2024 and December 31, 2025 included an explanatory paragraph raising substantial doubt about the company’s ability to continue as a going concern, but were not otherwise qualified. The company reported no disagreements or "reportable events" with Bush & Associates for the two fiscal years (2024 and 2025) and the interim period through July 7, 2026. A response letter from Bush & Associates to the SEC is filed as Exhibit 16.1.

Key Details

• New auditor engaged: M&K CPAS, PLLC approved July 2, 2026; former auditor dismissed: Bush & Associates on July 7, 2026.
• Prior retention date: Bush & Associates was retained April 24, 2024.
• Audit opinions: Bush & Associates' reports for FY 2024 and FY 2025 included a going-concern explanatory paragraph but no adverse or qualified opinions.
• No disputes reported: Company states there were no disagreements or reportable events with Bush & Associates for FYs 2024–2025 and through July 7, 2026.
• Consultations with new auditor: The company reported no consultations with M&K on accounting or audit matters through July 2, 2026.

Why It Matters
A change in independent auditor is a material corporate governance event investors watch because it affects who reviews the company’s financial statements. The filing confirms the prior auditor’s reports included a going-concern note for 2024 and 2025 — an important disclosure about financial stress — but also states there were no disputes between the company and the prior auditor. Investors should note the auditor change and monitor upcoming quarterly and annual filings for the new auditor’s report and any continued going‑concern disclosures.