false 0001019034 0001019034 2026-06-05 2026-06-05

 

 

 

 

Washington, D.C. 20549

 

 

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 5, 2026

 

(Exact name of registrant as specified in its charter)

 

 

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 the Exchange Act (17 CFR 240.13e-4(c))

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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).

 

 

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 3.01.          Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On June 5, 2026, BIO-key International, Inc. (the “Company”) received notice from the Listings Qualifications Department of The Nasdaq Stock Market, LLC (“Nasdaq”) stating that the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 with the U.S. Securities and Exchange Commission (the “SEC”) as required by Nasdaq Listing Rule 5250(c)(1) (the “Periodic Report Rule”) which served as an additional basis for delisting the Company’s common stock from the Nasdaq Capital Market. In the notice, Nasdaq further informed the Company that the Nasdaq Hearing Panel (the “Panel”) will consider the forgoing in rendering a determination regarding the Company’s continued listing on the Nasdaq Capital Market.

 

As previously reported, the Company requested an appeal of Nasdaq’s May 6, 2026, determination to suspend trading of the Company’s common stock to the Panel. A hearing has been scheduled for June 16, 2026. The Company is continuing to take all reasonable measures available to regain compliance with the Periodic Report Rule and remain listed on the Nasdaq Capital Market. There can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance and thereafter maintain its listing on Nasdaq.

 

 

On June 10, 2026, the Company issued a press release regarding the matters described in Item 3.01 of this Form 8-K. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01         Financial Statements and Exhibits.

 

 

 

 

 

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.