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    BIO-key International Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

    8/20/25 4:32:11 PM ET
    $BKYI
    Computer Software: Prepackaged Software
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    Get the next $BKYI alert in real time by email
    bkyi20250820_8k.htm
    false 0001019034 0001019034 2025-08-08 2025-08-08
     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
     
    Washington, D.C. 20549
     
    FORM 8-K
     
    CURRENT REPORT
     
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
     
    Date of Report (Date of earliest event reported): August 8, 2025
     
    BIO-key International, Inc.
    (Exact name of registrant as specified in its charter)
         
    Delaware
    (State or other jurisdiction of incorporation)
    1-13463
    (Commission File Number)
    41-1741861
    (I.R.S. Employer Identification No.)
     
    101 CRAWFORDS CORNER ROAD, SUITE 4116,
    HOLMDEL, NJ 07733
    (Address of principal executive offices) (Zip Code)
     
    (732) 359-1100
    (Registrant’s telephone number, including area code)
     
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     
    ☐
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
    ☐
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
    ☐
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
    ☐
    Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c))
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class Trading Symbol(s) Name of each exchange on which registered
     Common Stock BKYI  Nasdaq Capital Market
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
    Emerging growth company ☐
     
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐    
     
     

     
     
    Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     
    BIO-key International, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on Friday, August 8, 2025. At the Annual Meeting, the stockholders approved: (i) an amendment to the BIO-key International, Inc. 2023 Stock Incentive Plan; and (ii) an amendment to the BIO-key International, Inc. 2021 Employee Stock Purchase Plan.
     
    The 2023 Stock Incentive Plan was amended to increase the number of shares available for issuance under the plan by an additional 700,000 shares. Other than increasing the number of shares of common stock available for issuance, the 2023 Stock Incentive Plan was unchanged.
     
    The 2021 Employee Stock Purchase Plan was amended to increase the number of shares available for issuance under the plan by an additional 700,000 shares. Other than increasing the number of shares of common stock available for issuance, the 2021 Employee Stock Purchase Plan was unchanged.
     
    Item 9.01 Financial Statements and Exhibits.
     
    (d) Exhibits.
     
    Exhibit
    No.
    Description
    10.1
    Amendment No. 1 to the BIO-key International, Inc. 2023 Stock Incentive Plan (filed herewith)
     
    10.2
    Amendment No. 1 to the BIO-key International, Inc. 2021 Employe Stock Purchase Plan (filed herewith)
     
    104
    Cover Page Interactive Data File (embedded within the Inline XBRL document)
     
     
    SIGNATURES
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
     
    BIO-KEY INTERNATIONAL, INC.
     
    Date: August 20, 2025
         
     
    By:
    /s/ Cecilia C. Welch
     
       
    Cecilia C. Welch
     
       
    Chief Financial Officer
     
     
     
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