BIO-key International Adjourns 2026 Annual Meeting; Warrant Vote Deferred

What Happened

• BIO-key International, Inc. announced in an 8-K that its 2026 Annual Meeting of Stockholders, held Sept. 3, 2026, was adjourned because there were not enough votes at the time to approve Proposal 4. Proposal 4 seeks stockholder approval, for purposes of complying with NASDAQ Listing Rule 5635(d), of the issuance of up to 1,236,668 shares of common stock upon exercise of warrants issued in the Company’s August 10, 2026 warrant inducement transaction.
• The meeting will be reconvened on Friday, Oct. 2, 2026 at 10:00 a.m. local time at BIO-key’s offices (101 Crawfords Corner Road, Suite 4116, Holmdel, NJ). No proposals were changed and all polls remain open.

Key Details

• Date of adjournment: Sept. 3, 2026; Reconvened meeting: Oct. 2, 2026 at 10:00 a.m. (local).
• Proposal 4 requests approval to issue up to 1,236,668 shares upon exercise of warrants from the Aug. 10, 2026 warrant inducement transaction; approval is sought to comply with NASDAQ Listing Rule 5635(d).
• Record date for the Annual Meeting: July 15, 2026. Proxy materials: Proxy Statement filed July 24, 2026 and Supplement filed Aug. 24, 2026.
• Stockholders who have not yet voted on Proposal 4 must submit a new proxy (use the revised proxy card sent with the Supplement or vote by internet/telephone); previously submitted proxies remain valid unless changed.

Why It Matters

• This adjournment delays final stockholder approval of a transaction that would permit issuance of up to 1,236,668 shares upon warrant exercise and is tied to NASDAQ compliance. Investors should note the new meeting date and, if they wish to change or cast votes on Proposal 4, follow the company’s instructions to submit a revised proxy.
• The company’s filings (Proxy Statement and Supplement) contain the full details; stockholders and investors should review those documents on the SEC website before voting.