生物钥匙国际美股招股说明书(2025-12-02版)

Up to 6,183,336 Shares of Common Stock This prospectus relates to the resale, from time to time, by the selling stockholder identified in this prospectus under the caption“Selling Stockholder,” of up to 6,183,336 shares of our common stock, par value $0.0001 per share, issuable upon exercise of All of the proceeds from the sale of the shares covered by this prospectus will be received by the selling stockholder. We will notreceive any proceeds from the sale of these shares. Our common stock is listed on the Nasdaq Capital Market under the symbol “BKYI.” On November 18, 2025, the closing price ofour common stock was $1.03 per share. We will bear all costs, expenses and fees in connection with the registration of the shares. See “Plan of Distribution” beginning onpage 9for more information about how the selling stockholder may sell or dispose of the shares of common stock offered hereby. INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS ANDUNCERTAINTIES DESCRIBED HEREIN UNDER THE HEADING“RISK FACTORS”BEGINNING ON PAGE 5OF NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFULOR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is December 1, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUS We have not authorized anyone to provide you with information that is different from that contained in this prospectus orin any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and canprovide no assurance as to the reliability of, any other information that others may give you. Neither the delivery of this prospectusnor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after The information in this prospectus is accurate only as of the date on the front cover of this prospectus and the informationin any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of that freewriting prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. Noperson is authorized in connection with this prospectus to give any information or to make any representations about us, the For investors outside the United States: We have not taken any action that would permit this offering or possession ordistribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Personsoutside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which weoperate, including our general expectations and market position, market opportunity and market share, is based on informationfrom our own management estimates and research, as well as from industry and general publications and research, surveys andstudies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibitto the registration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement,including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a We have registered our trademarks “BIO-key®”, “True User Identification®”, “Intelligent Image Indexing®”, “WEB-key®”,“SideSwipe®”,“SidePass®”,“SideTouch®”,“EcoID®”,“PistolStar®”,“PortalGuard®”,“MobileAuth®”,“PASSIVEKEY®” and “PISTOLSTAR®” with the U.S. Patent & Trademark Office, as well as many foreign countries, protectingthe names of our companies and our key technology offerings discussed later in this prospectus. We also own the followingunregisteredtrademarks:“PortalGuard Nebula™”,“Password Power™”and“Scooch™”.This prospectus also includestrademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and SUMMARY This summary highlights information contained in other parts of this prospectus or incorporated by reference into thisprospectus from our filings with the Securities and Exchange Commission, or SEC. Because it is only a summary, it does notcontain all of the information that you should consider before purchasing our securities in this offering and it is qualified in itsentirety by, and should be read in conjunction with, the more detailed information appearing elsewhere or incorporated by