生物钥匙国际 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDEDDECEMBER 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ___ TO ___ COMMISSION FILE NUMBER: 1-13463 BIO-KEY INTERNATIONAL, INC.(Exact name of registrant as specified in its charter) 41-1741861(IRS EmployerIdentification Number) Delaware(State or other jurisdiction ofincorporation or organization) 101 CRAWFORDS CORNER ROAD, SUITE 4116, HOLMDEL, NJ 07753(Address of principal executive offices) (Zip Code)(732) 359-1100Registrant’s telephone number, including area code. Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ Non-accelerated filer☒ Smaller reporting company☒ Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes☐No☒ As of June 30,2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate marketvalue of the registrant’s common stock held by non-affiliates was$4,934,779 based upon the closing price for shares of the registrant’spost-split common stock of $8.20 as reported by the Nasdaq Stock Market on that date. As of June 10, 2026, the registrant had 1,085,360shares of common stock outstanding. Documents Incorporated by Reference None. EXPLANATORY NOTE This Amendment No. 1 (the “Amendment No. 1”) to the Annual Report on Form 10-K of BIO-key International, Inc. (the“Company”) for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission on June 12, 2026, isbeing filed solely to replace the Report of Independent Registered Public Accounting Firm and the Consent of Independent RegisteredPublic Accounting Firm. For ease of reference the Company is refiling the Annual Report on Form 10-K in its entirety. The Company isalso including in this Amendment No. 1 currently dated certifications from its Chief Executive Officer and Chief Financial Officer asrequired by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 31.2 and Exhibits 32.1 and 32.2, respectively. Table of Contents TABLE OF CONTENTS PART I Item 1.BusinessItem 1ARisk FactorsItem 1BUnresolved Staff CommentsItem 1CCybersecurityItem 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety Disclosures PART II Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Secur