Bio Key International: securities offering

Cover page 8 changes

As filed with the Securities and Exchange Commission on January 30, October 11 , 2024

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Princeton Pike Corporate Center

Lawrenceville, NJ 08648-2311

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PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED JANUARY 30, OCTOBER 11 , 2024

Up to 436,509 2,061,112 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 436,509 2,061,112 shares of our common stock, par value $0.0001 per share, issued and sold by us in a private placement transaction, consisting of 48,473 issued and outstanding 1,030,556 shares of common stock 126,131 shares issuable upon exercise of pre-funded Series A warrants to purchase common stock (the "Series A Warrants"), and 261,905 1,030,556 shares of common stock issuable upon exercise of common Series B warrants All share amounts in this prospectus have been adjusted to reflect the 1-for-18 reverse purchase common stock split that became effective on December 20, 2023. (the "Series B Warrants").

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Our common stock is listed on the Nasdaq Capital Market under the symbol "BKYI." On January 29, October 10, 2024, the closing price of our common stock was $2.21 $0.65 per share.

We will bear all costs, expenses and fees in connection with the registration of the shares. See " Plan of Distribution " beginning on page 12 10 for more information about how the selling stockholder may sell or dispose of the shares of common stock offered hereby.

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Prospectus summary 14 changes

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BIO-key International, Inc. is a leading identity and access management, or IAM, platform provider enabling secure work-from-anywhere for enterprise, education, and government customers. Our vision is to enable any organization to secure streamlined and passwordless workforce, employee, customer, student and citizen access to any online service, workstation, or mobile application, without a requirement to use tokens or phones. Our products include PortalGuard® and PortalGuard Identity-as-a-Service (IDaaS) enterprise IAM, AuthControl Sentry, AuthControl Enterprise, AuthControl MSP, WEB-key® biometric civil and large-scale ID infrastructure, and accessory hardware to provide a complete solution for our customers. We are also a distributor of AuthControl Sentry, AuthControl Enterprise, and AuthControl MSP.

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In 2022, we expanded our product offerings and customer base when we acquired Swivel Secure Europe, a Madrid, Spain based provider of IAM solutions. Swivel Secure Europe is the exclusive a distributer of the AuthControl Sentry, AuthControl Enterprise, and AuthControl MSP product line in Europe, Africa and the Middle East, or EMEA, excluding the United Kingdom and Ireland. These solutions include PINsafe, a patented one-time-code extraction technology, helping enterprises manage the increasing data security risks posed by cloud services and "bring your own device" policies.

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436,509 2,061,112 shares of common stock

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1,810,443 3,109,288 shares of common stock

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2,198,479 5,170,400 shares of common stock

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The proceeds from the sale of the securities covered by this prospectus will be received by the selling stockholder. We will not receive any of the proceeds from any sale of the shares of common stock offered by this prospectus. If all of the pre-funded Series A Warrants and common Series B Warrants exercisable for shares of common stock offered hereby are exercised, we will receive aggregate gross proceeds of $825,290 $3,813,057.20 which we expect to use for working capital purposes and general corporate purposes, including repayment of a portion of the Company's outstanding secured note. See " Use of Proceeds ".

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Investing in our securities involves a high degree of risk and purchasers of our securities may lose their entire investment. See the information under the caption " Risk Factors " beginning on page 6 of this prospectus and the other information included elsewhere in this prospectus and incorporated by reference herein for a discussion of factors you should consider before deciding to invest in our securities.

The number of shares of our common stock to be outstanding after this offering is based on 1,810,443 shares of our common stock outstanding as of January 30, 2024 and excludes as of such date:

9,236 shares of common stock issuable upon the exercise of stock options, with a weighted-average exercise price of $311.40 per share;

270,234 shares of common stock issuable upon the exercise of outstanding warrants, with a weighted-average exercise price of $104.77 per share;

1,452,461 shares of common stock issuable on exercise of warrants with an exercise price of $3.15 per share;

126,131 shares of common stock issuable upon exercise of pre-funded warrants with an exercise price of $0.018 per share;

4,650 shares of common stock reserved for future issuance under our 2015 Equity Incentive Plan;

36,440 shares of common stock reserved for future issuance under our 2021 Employee Stock Purchase Plan; and ● 333,334 shares of common stock reserved for future issuance under our 2023 Stock Incentive Plan.

Risk factors 12 changes

Investing in our securities involves a high degree of risk and purchasers of our securities may lose their entire investment. See the information under the caption " Risk Factors " beginning on page 6 of this prospectus and the other information included elsewhere in this prospectus and incorporated by reference herein for a discussion of factors you should consider before deciding to invest in our securities.

The number of shares of our common stock to be outstanding after this offering is based on 3,109,288 shares of our common stock outstanding as of October 11, 2024 and excludes as of such date:

3,007 shares of common stock issuable upon the exercise of stock options, with a weighted-average exercise price of $197.31 per share;

2,739,362 shares of common stock issuable upon the exercise of outstanding warrants, with a weighted-average exercise price of $11.12 per share;

421,905 shares of common stock issuable on exercise of warrants with an exercise price of $3.15 per share;

31,131 shares of common stock issuable upon exercise of pre-funded warrants with an exercise price of $0.018 per share;

529 shares of common stock reserved for future issuance under our 2015 Equity Incentive Plan;

35,050 shares of common stock reserved for future issuance under our 2021 Employee Stock Purchase Plan;

165,901 shares of common stock reserved for future issuance under our 2023 Stock Incentive Plan.

1,030,556 shares of common stock issuable on exercise of Series A warrants with an exercise price of $1.85 per share; and ● 1,030,556 shares of common stock issuable on exercise of Series B warrants with an exercise price of $1.85 per share.

Investing in our securities involves a high degree of risk. Before deciding to invest in our securities, you should consider carefully the risks and uncertainties described below and under Item 1A. " Risk Factors " in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission, or SEC, on June 1, 2023, 5, 2024, which are incorporated by reference in this prospectus, together with all of the other information contained in this prospectus and documents incorporated by reference herein, and in any free writing prospectus that we have authorized for use in connection with this offering. If any of the matters discussed in the following risk factors were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially adversely affected, the market price of our common stock could decline and you could lose all or part of your investment in our securities. Additional risks and uncertainties not presently known or which we consider immaterial as of the date hereof may also have an adverse effect on our business.

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If our stockholders sell substantial amounts of our common shares, the market price of our common shares could decrease. We had 1,810,443 3,109,288 common shares outstanding as of January 30, October 11, 2024. Under this registration statement, we are registering the resale of 436,509 2,061,112 common shares held by the selling stockholder, all of which 388,036 are issuable upon exercise of pre-funded the Series A Warrants and common the Series B Warrants. Assuming all such warrants are exercised, the shares offered hereunder represent approximately 20% 40% of our outstanding common stock. In addition, we may sell additional common shares in subsequent offerings.

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Forward-looking statements 1 change

All statements other than statements of historical facts contained in this prospectus, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words "anticipate," "believe," "should," "estimate," "will," "may," "future," "plan," "intend" and "expect" and similar expressions generally identify forward-looking statements. These statements are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include, without limitation, our history of losses and limited revenue; our ability to raise additional capital to satisfy debt repayment obligations and working capital needs; our ability to continue as a going concern; our ability to protect our intellectual property; changes in business conditions; changes in our sales strategy and product development plans; changes in the marketplace; continued services of our executive management team; security breaches; competition in the biometric technology and identity access management industries; market acceptance of biometric products generally and our products under development; our ability to convert sales opportunities to customer contracts; ; our ability to expand into Asia, Africa and other foreign markets; our ability to integrate the operations and personnel of Swivel Secure into our business; fluctuations in foreign currency and exchange rates; the duration and extent of continued hostilities in Ukraine and its impact on our European customers; delays in the development of products, the commercial, reputational and regulatory risks to our business that may arise as a consequence the restatement of our financial statements; if we fail to increase our stockholders' equity to at least $2.5 million, our common stock will be delisted from the Nasdaq Stock Market which could negatively impact the trading price of our common stock and impair our ability to raise capital, our loss of the use of a Registration Statement on Form S-3 to register securities in the future; any disruption to our business that may occur on a longer-term basis should we be unable to remediate during 2024 certain material weaknesses in our internal controls over financial reporting, statements of assumption underlying any of the foregoing, and numerous other matters of national, regional and global scale, including those set forth under the caption " Risk Factors " in this prospectus and other filings with the SEC. These factors are not intended to represent a complete list of the general or specific factors that may affect us. It should be recognized that other factors, including general economic factors and business strategies, may be significant, presently or in the future.

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The offering 8 changes

On December 20, 2023, we entered into and closed a securities purchase agreement the selling stockholder, pursuant to which we issued in a private placement common units, each consisting of one share of common stock and one common warrant to purchase one and one-half shares of common stock, at a purchase price of $3.15 per common unit and pre-funded units, each consisting of one pre-funded warrant to purchase one share of common stock and one common warrant, at a purchase price of $3.149 per pre-funded unit. In the aggregate, we issued to the selling stockholder 48,473 shares of common stock, 126,131 pre-funded warrants to purchase 126,131 shares of common stock, and common warrants to purchase 261,905 shares of common stock. We received gross proceeds of approximately $550,000 from the private placement, before deducting estimated offering expenses payable by the Company.

The common warrants will become exercisable on June 21, 2024, six months following the closing of the private placement, and will be exercisable at $3.15 per share. The pre-funded warrants became exercisable immediately following closing and are exercisable at $0.018 per share. The warrants contain blocker provisions which prohibit the exercise of the applicable warrant if after such exercise the selling stockholder would beneficially own in excess of 4.99% of our issued and outstanding common stock. This limitation may be increased by the selling stockholder to 9.99% on 61 days' prior written notice.

Pursuant to the securities purchase agreement, we agreed to file a registration statement with the SEC within 45 calendar days of December 20, 2023 registering the resale by the selling stockholder of the shares of common stock included in the common units and the shares of common stock issuable upon exercise of the warrants. This registration statement is being filed in satisfaction of this requirement.

This prospectus covers the public sale of up to 436,509 2,061,112 shares of common stock to be sold by Dillon Hill Investment Company LLC Armistice Capital Master Fund Ltd. consisting of 48,473 issued and outstanding 1,030,556 shares of common stock 126,131 shares issuable upon the exercise of pre-funded the Series A Warrants, to purchase common stock, and 261,905 1,030,556 shares of common stock issuable upon the exercise of common the Series B Warrants. This prospectus also covers any additional shares of our common stock that we may issue or that may be issuable by reason of any stock split, stock dividend or similar transaction involving our common stock. The selling stockholder may sell the shares covered by this prospectus through public or private transactions at prevailing market prices or at privately negotiated prices. We will not receive any proceeds from this offering. If all warrants exercisable for shares of common stock offered hereby are exercised, we will receive aggregate gross proceeds of $825,290. $3,813,057.20.

On September 12, 2024, we entered into a warrant exercise agreement (the "Warrant Exercise Agreement") with the selling stockholder to exercise certain outstanding warrants to purchase an aggregate of 1,030,556 shares of the Company's common stock originally issued to the selling stockholder on October 31, 2023, having an original exercise price of $3.15 per share (the "Existing Warrants"). The issuance of the shares of the Company's common stock underlying the Existing Warrants were registered pursuant to the registration statement on Form S-1 (File No. 333-275003).

In consideration for the immediate exercise of the Existing Warrants, the exercising holder received new unregistered Series A Warrants to purchase up to an aggregate of 1,030,556 shares of the Company's common stock and new unregistered Series B warrants to purchase up to an aggregate of 1,030,556 shares of the Company's common stock, and the Company also agreed to reduce the exercise price of the Existing Warrants to $1.85 per share.

The Series A Warrants and Series B Warrants have substantially the same terms, were immediately exercisable at an exercise price of $1.85 per share, and will expire five years from the date of issuance. The Company agreed to file a resale registration statement covering the resale of the shares of the Company's common stock issuable upon exercise of the Series A Warrants and Series B Warrants with the SEC as soon as reasonably practicable (and in any event within 30 calendar days) after the date of the Warrant Exercise Agreement, and to use commercially reasonable efforts to have such resale registration statement declared effective by the SEC within 60 calendar days following the date of the Warrant Exercise Agreement (or within 90 calendar days following the date of the Warrant Exercise Agreement in case of a "full review" of such registration statement by the SEC). The Series A Warrants and Series B Warrants each include a beneficial ownership limitation that prevents the investor from owning more than 4.99% of the Company's outstanding common stock at any time.

The gross proceeds to the Company from the exercise of the Existing Warrants was approximately $1.9 million, prior to deducting placement agent fees and estimated offering expenses. The closing of the offering occurred on September 13, 2024. The Company intends to use the net proceeds for working capital and general corporate purposes, including repayment of a portion of the Company's outstanding secured note.

Use of proceeds 1 change

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We will, however, receive cash proceeds equal to the exercise price of the warrants. Accordingly, we may receive aggregate gross proceeds of up to $825,290 $3,813,057.20 assuming that the common Series A Warrants are exercised in full at an exercise price of $3.15 per share and that the pre-funded Series B Warrants are each exercised in full at an exercise price of $0.018 $1.85 per share. We expect to use any proceeds received by us from the exercise of the warrants for working capital purposes and general corporate purposes, including repayment of a portion of the Company's outstanding secured note.

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Selling stockholder 8 changes

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The selling stockholder identified in the following table is offering for resale 567,459 2,061,112 shares of our common stock. All of the securities were previously issued to the selling stockholder in private placement transactions described above under the section entitled " The Offering ".

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Dillon Hill Investment Company LLC (2)

Armistice Capital Master Fund Ltd. (2)

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Dillon Hill Investment Company LLC may be deemed to be controlled by Mr. Bruce Grossman.

Includes 44,067 shares issuable upon exercise of warrants

Steven Boyd, as the managing member of Armistice Capital, LLC, may be deemed to beneficially own the securities held by the Armistice Capital Master Fund Ltd. Armistice Capital Master Fund Ltd. specifically disclaims beneficial ownership of the securities directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital, LLC. The address of Armistice Capital, LLC is 510 Madison Avenue, 7th Floor, New York, NY 10022.

Consists of shares of common stock issuable upon the exercise of warrants.

The beneficial ownership set forth above has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), based on 1,810,443 3,109,288 shares of our common stock outstanding on January 30, October 11, 2024. Except as indicated by footnote, and subject to applicable community property laws, we believe that the beneficial owners of the common stock listed below have sole voting power and investment power with respect to their shares. The selling stockholder is not affiliated with a broker-dealer registered under the Exchange Act.

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Plan of distribution 1 change

We are registering 436,509 2,061,112 shares of our common stock for possible sale by the selling stockholder. The selling stockholder will act independently of us in making decisions with respect to the timing, manner and size of each sale. The selling stockholder may, from time to time, sell any or all of its shares of common stock on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholder may use any one or more of the following methods when selling shares:

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Description of the securities 1 change

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Authorized . We currently have authority to issue up to 170,000,000 shares of common stock, $0.0001 par value per share. As of January 30, October 11, 2024, we had 1,810,443, 3,109,288, shares of common stock outstanding. From time to time we may amend our certificate of incorporation to increase the number of authorized shares of common stock. Any such amendment would require the approval of the holders of a majority of the voting power of the shares entitled to vote thereon.

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Legal matters 1 change

The validity of the securities offered hereby will be passed upon for us by Fox Rothschild LLP, Lawrenceville, Princeton, New Jersey.

Experts 1 change

The financial statements of BIO-key International, Inc. as of December 31, 2022 and 2021 2023 and for each of the two years in the period year then ended December 31, 2022 incorporated by reference in this prospectus have been so incorporated in reliance on the reports report of Marcum LLP, Bush and Associates CPA, the Company's current independent registered public accounting firm, given on the authority of said firm as experts in auding and Rotenberg Meril Solomon Bertiger & Guttilla, P.C., accounting. The financial statements of BIO-key International, Inc. as of December 31, 2022 and for the year then ended incorporated by reference in this prospectus have been so incorporated in reliance on the report of Marcum LLP., the Company's former independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Incorporation of certain information by reference 6 changes

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Current Reports on Form 8-K filed with the SEC on January 13, 2023 , February 15, 2023 , April 20, 2023 , April 24, 2023 , May 30, 2023 , June 2, 2023 , June 14, 2023 , June 27, 2023 , July 14, 2023 , July 26, 2023 , November 2, 2023 , November 13, 2023 , December 19, 2023 , December 21, 2023 and January 11, 2024 ;

Annual Report on Form 10-K for the fiscal year ended December 31, 2022 2023 , as amended on June 20, 2024 ;

Definitive Proxy Statement on Schedule 14A, filed with the SEC on June 9, 2023 July 10, 2024 ;

Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2023 , June 30, 2023 2024 and September June 30, 2023 2024 ;

Current Reports on Form 8-K filed with the SEC on January 11, 2024 , April 22, 2024 , April 30, 2024 , May 24, 2024 , June 14, 2024 , June 28, 2024 , August 28, 2024 and September 16, 2024 ;

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Up to 436,509 2,061,112 Shares of Common Stock

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Recent Sales of Unregistered Securities 2 changes

The following sets forth information regarding all unregistered securities sold by us in transactions that were exempt from the requirements of the Securities Act in the last three years (other than the offering described herein).

On December 20, 2023, we entered into and closed a securities purchase agreement the selling stockholder, with one accredited investor, pursuant to which we issued in a private placement common units, each consisting of one share of common stock and one common warrant to purchase one and one-half shares of common stock, at a purchase price of $3.15 per common unit and pre-funded units, each consisting of one pre-funded warrant to purchase one share of common stock and one common warrant, at a purchase price of $3.132 per pre-funded unit. In the aggregate, we issued to the selling stockholder 48,473 shares of common stock, 126,131 pre-funded warrants, and 261,905 common warrants pursuant to the securities purchase agreement. We received gross proceeds of approximately $550,000 from the private placement, before deducting estimated offering expenses payable by the Company. The common warrants will become became exercisable six months following closing and will be are exercisable at $3.15 per share. The pre-funded warrants became exercisable immediately following closing and are exercisable at $0.018 per share. The warrants contain blocker provisions which prohibit the exercise of the applicable warrant if after such exercise the selling stockholder would beneficially own in excess of 4.99% of the Company's issued and outstanding common stock. This limitation may be increased by the selling stockholder to 9.99% on 61 days' prior written notice. The forgoing securities were issued in a private placement transaction to one accredited investor pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of without engaging in any advertising or general solicitation of any kind. We paid a placement agent fee in the amount of 7% of the gross proceeds from the sale of the securities to Maxim Group LLC ("Maxim"), a broker dealer registered under the Exchange Act.

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Exhibits 1 change

Form of Placement Agency Agreement (incorporated by reference to Exhibit 1.1 to Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on October 26, 2023) 2.1 Stock Purchase Agreement by and among the Company, Thomas J. Hoey, and PistolStar, Inc. dated June 6, 2020 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on July 7, 2020) 2.2 Stock Purchase Agreement by and among the Company, Alex Rocha and Swivel Secure Europe, SA dated February 2, 2022 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on February 3, 2022) 2.3 Amendment No. 1 to Stock Purchase Agreement by and among the Company, Alex Rocha and Swivel Secure Europe, SA dated March 4, 2022 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on March 9, 2022) 3.1 Certificate of Incorporation of BIO-key International, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed with the SEC on January 5, 2005) 3.2 Bylaws (incorporated by reference to Exhibit 3.3 to the current report on Form 8-K filed with the SEC on January 5, 2005) 3.3 Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Appendix A to the definitive proxy statement filed with the SEC on January 18, 2006) 3.4 Certificate of Amendment of Certificate of Incorporation of BIO-key International, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.4 to the annual report on Form 10-K filed with the SEC on March 31, 2015) 3.5 Certificate of Elimination of the Series A 7% Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series D 7% Convertible Preferred Stock of BIO-key International, Inc. filed October 6, 2015 (incorporated by reference to Exhibit 3.5 to the registration statement on Form S-1 File No. 333-208747 filed with the SEC on December 23, 2015) 3.6 Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed with the SEC on November 2, 2015) 3.7 Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the quarterly report on Form 10-Q filed with the SEC on November 16, 2015) 3.8 Certificate of Amendment of Certificate of Incorporation of BIO-key International, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed with the SEC on December 28, 2016) 3.9 Certificate of Amendment of Certificate of Incorporation of BIO-Key International, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed with the SEC on November 19, 2020) 3.10 Certificate of Amendment to Certificate of Incorporation of BIO-key International, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed with the SEC on December 19, 2023 ) 4.1 Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the registration statement on Form SB-2, File No. 333-16451) 4.2 Common Stock Purchase Warrant dated July 10, 2019 (incorporated by reference to Exhibit 10.5 to the quarterly report on Form 10-Q filed with the SEC on August 14, 2019) 4.3 Common Stock Purchase Warrant dated May 6, 2020 (incorporated by reference to Exhibit 10.7 to the quarterly report on Form 10-Q filed with the SEC on June 8, 2020) 4.4 Common Stock Purchase Warrant dated June 29, 2020 (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K filed with the SEC on July 1, 2020) 4.5 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registration Statement on Form S-1/A filed with the SEC on July 17, 2020) 4.6 Form of Warrant (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Registration Statement on Form S-1/A filed with the SEC on July 17, 2020) 4.7 Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.4 to Amendment No. 2 to the Registration Statement on Form S-1/A filed with the SEC on July 20, 2020) 4.8 Common Stock Purchase Warrant, dated December 22, 2022 (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K filed with the SEC on December 23, 2022) 4.9 Form of Common Warrant (incorporated by reference to Exhibit 4.9 to Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on October 26, 2023) 4.10 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on October 26, 2023) 4.11 Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.11 to Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on October 26, 2023) 4.12 Form of Common Warrant (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed with the SEC on December 21, 2023) 4.13 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed with the SEC on December 21, 2023) 5.1* Opinion of Fox Rothschild LLP 10.1*** Employment Agreement by and between BIO-key International, Inc. and Mira LaCous dated November 20, 2001 (incorporated by reference to Exhibit 10.39 to the current report on Form 8-K filed with the SEC on January 22, 2002) 10.2*** BIO-key International, Inc. 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.48 to amendment no. 1 the registrant's registration statement on Form SB-2, File No. 33-120104, filed with the SEC on December 14, 2004) 10.3*** Employment Agreement, effective March 25, 2010, by and between the Company and Michael W. DePasquale (incorporated by reference to Exhibit 10.93 to the annual report on Form 10-K filed with the SEC on March 26, 2010) 10.4*** Employment Agreement by and between BIO-key International, Inc. and Cecilia Welch dated May 15, 2013 (incorporated by reference to Exhibit 10.42 to the annual report on Form 10-K filed with the SEC on March 31, 2014) 10.5*** Employment Agreement by and between BIO-key International, Inc. and James Sullivan dated April 5, 2017 (incorporated by reference to Exhibit 10.42 to the annual report on Form 10-K filed with the SEC on March 29, 2021) 10.6 First Amendment to Lease Agreement by and between BIO-key International, Inc. and BRE/DP MN LLC dated September 12, 2013 (incorporated by reference to Exhibit 10.44 to the annual report on Form 10-K filed with the SEC on March 31, 2014) 10.7*** BIO-key International, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix B to the definitive proxy statement filed with the SEC on December 15, 2015) 10.8** Software License Purchase Agreement Dated November 11, 2015 by and among BIO-key Hong Kong Limited, Shining Union Limited, WWTT Technology China, Golden Vast Macao Commercial Offshore Limited, Giant Leap International Limited (incorporated by reference to Exhibit 10.36 to the registration statement on Form S-1 File No. 333-208747 filed with the SEC on December 23, 2015) 10.9*** Form Non-Plan Option Agreement between the Company and certain of its directors, officers, employees and contractors (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q filed with the SEC on May 15, 2017) 10.10 Securities Purchase Agreement dated May 23, 2018 by and between the Registrant and Giant Leap International Limited (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on May 30, 2018) 10.11 Securities Purchase Agreement dated May 23, 2018 by and between the Registrant and Micron Technology Development Limited (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed with the SEC on May 30, 2018) 10.12 Securities Purchase Agreement dated May 31, 2018 by and between the Registrant and Wong Kwok Fong (Kelvin) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on June 4, 2018) 10.13 Underwriting Agreement dated August 22, 2018 by and between the Registrant and Maxim Group LLP (incorporated by reference to Exhibit 1.1 to the current report on Form 8-K filed with the SEC on August 27, 2018) 10.14 GLP 2 nd Amendment to Lease dated July 27, 2018 (incorporated by reference to Exhibit 10.26 to the annual report on Form 10-K filed with the SEC on April 1, 2019) 10.15 Marlen 4 th Amendment to Lease dated June 2, 2018 (incorporated by reference to Exhibit 10.27 to the annual report on Form 10-K filed with the SEC on April 1, 2019) 10.16 Sales Incentive Agreement with Technology Transfer Institute dated March 25, 2020. (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed with the SEC on June 8, 2020) 10.17 Form of Technology Transfer Institute Warrant (incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q filed with the SEC on June 8, 2020) 10.18 Amended and Restated Senior Secured Convertible Promissory Note, due April 13, 2020 issued by the Company to Lind Global Macro Fund, LP. (incorporated by reference to Exhibit 10.3 to the quarterly report on Form 10-Q filed with the SEC on June 8, 2020) 10.19 Amendment to Amended and Restated Senior Secured Convertible Promissory Note, due April 13, 2020 by and between the Company and Lind Global Macro Fund, LP dated April 12, 2020. (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q filed with the SEC on June 8, 2020) 10.20 Securities Purchase Agreement dated May 6, 2020 by and between the Company and Lind Global Macro Fund, LP. (incorporated by reference to Exhibit 10.5 to the quarterly report on Form 10-Q filed with the SEC on June 8, 2020) 10.21 $2,415,000 Senior Secured Convertible Promissory Note dated May 6, 2020. (incorporated by reference to Exhibit 10.6 to the quarterly report on Form 10-Q filed with the SEC on June 8, 2020) 10.22 Amended and Restated Security Agreement dated May 6, 2020 by and between the Company and Lind Global Macro Fund, LP. (incorporated by reference to Exhibit 10.8 to the quarterly report on Form 10-Q filed with the SEC on June 8, 2020) 10.23 Amendment No. 2 to Amended and Restated Senior Secured Convertible Promissory Note, due April 13, 2020 by and between the Company and Lind Global Macro Fund, LP dated May 13, 2020. (incorporated by reference to Exhibit 10.9 to the quarterly report on Form 10-Q filed with the SEC on June 8, 2020) 10.24 Securities Purchase Agreement dated June 29, 2020 by and between the Company and Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on July 1, 2020) 10.25 $1,811,250 Senior Secured Convertible Promissory Note dated June 29, 2020. (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed with the SEC on July 1, 2020) 10.26 Second Amended and Restated Security Agreement dated June 29, 2020 by and between the Company and Lind Global Macro Fund, LP (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K filed with the SEC on July 1, 2020) 10.27 $500,000 Promissory note, dated June 30, 2020 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 7, 2020) 10.28*** Form of Restricted Stock Award Agreement under the BIO-key International, Inc. Amended & Restated 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on August 28, 2020) 10.29 BIO-key International, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Appendix A to the definitive proxy statement filed with the SEC on May 4, 2021) 10.30 BIO-key International, Inc. Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to Appendix B to the definitive proxy statement filed with the SEC on May 4, 2021) 10.31 Management Services Agreement dated March 8, 2022 by and among Swivel Aman-FZCO, Swivel Secure Europe, SA, and Alex Rocha (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed with the SEC on May 23, 2022) 10.32 Option Agreement dated March 8, 2022 by and between the Company and Alex Rocha (incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q filed with the SEC on May 23, 2022) 10.33+ Distribution Agreement dated October 23, 2020 by and between Swivel Secure Europe, SA and Swivel Secure Limited (incorporated by reference to Exhibit 10.3 to the quarterly report on Form 10-Q filed with the SEC on May 23, 2022) 10.34+ Deed of Variation dated January 26, 2022 by and between Swivel Secure Europe, SA and Swivel Secure Limited (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q filed with the SEC on May 23, 2022) 10.35 Securities Purchase Agreement dated December 22, 2022 by and between the Company and AJB Capital Investments, LLC (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on December 23, 2022) 10.36 $2,200,000 Senior Secured Promissory Note, dated December 22, 2022 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed with the SEC on December 23, 2022) 10.37 Security Agreement dated December 22, 2022 by and between the Company and AJB Capital Investments, LLC (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K filed with the SEC on December 23, 2022) 10.38 Waiver and Amendment No. 1 to Securities Purchase Agreement dated June 22, 2023 by and between the Company and AJB Capital Investments, LLC (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on June 27, 2023) 10.39 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.39 to Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on October 26, 2023) 10.40 BIO-key International, Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on December 19, 2023) 10.41 Securities Purchase Agreement, dated as of December 20, 2023, by and between BIO-key International, Inc. and Dillon Hill Investment Company LLC (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on December 21, 2023) 16.1 Letter to Securities and Exchange Commission from Rotenberg Meril Solomon Bertinger & Guttilla, P.C., dated July 26, 2022 (incorporated by reference to Exhibit 16.1 to the current report on Form 8-K filed with the SEC on July 26, 2022) 21.1 List of subsidiaries of BIO-key International, Inc. (incorporated by reference to Exhibit 21.1 to the annual report on Form 10-K filed with the SEC on June 1, 2023) 23.1 Consent of Marcum LLP (filed herewith) 23.2 Consent of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. (filed herewith) 23.3* Consent of Fox Rothschild LLP (included as part of Exhibit 5.1) 24.1 Power of Attorney (included on the signature page to this Registration Statement) Filing Fee Table (filed herewith) Stock Purchase Agreement by and among the Company, Thomas J. Hoey, and PistolStar, Inc. dated June 6, 2020 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on July 7, 2020) 2.2 Stock Purchase Agreement by and among the Company, Alex Rocha and Swivel Secure Europe, SA dated February 2, 2022 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on February 3, 2022) 2.3 Amendment No. 1 to Stock Purchase Agreement by and among the Company, Alex Rocha and Swivel Secure Europe, SA dated March 4, 2022 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed with the SEC on March 9, 2022) 3.1 Certificate of Incorporation of BIO-key International, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed with the SEC on January 5, 2005) 3.2 Bylaws (incorporated by reference to Exhibit 3.3 to the current report on Form 8-K, filed with the SEC on January 5, 2005) 3.3 Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Appendix A to the definitive proxy statement, filed with the SEC on January 18, 2006) 3.4 Certificate of Amendment of Certificate of Incorporation of Bio-key International, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.4 to the annual report on Form 10-K, filed with the SEC on March 31, 2015) 3.5 Certificate of Elimination of BIO-key International, Inc. filed October 6, 2015 (incorporated by reference to Exhibit 3.5 to the registration statement on Form S-1 File No. 333-208747 filed with the SEC on December 23, 2015) 3.6 Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed with the SEC on November 2, 2015) 3.7 Certificate of Designation of Preferences, Rights and Limitations of Series B-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the quarterly report on Form 10-Q, filed with the SEC on November 16, 2015) 3.8 Certificate of Amendment of Certificate of Incorporation of Bio-key International, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed with the SEC on December 28, 2016) 3.9 Certificate of Amendment of Certificate of Incorporation of Bio-Key International, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K, filed with the SEC on November 19, 2020) 3.10 Certificate of Amendment to Certificate of Incorporation of BIO-key International, Inc., a Delaware corporation (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K filed with the SEC on December 19, 2023) 4.1 Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the registration statement on Form SB-2, File No. 333-16451) 4.2 Common Stock Purchase Warrant dated May 6, 2020 (incorporated by reference to Exhibit 10.7 to the quarterly report on Form 10-Q filed with the SEC on June 8, 2020) 4.3 Common Stock Purchase Warrant dated June 29, 2020 (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K filed with the SEC on July 1, 2020) 4.4 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Registration Statement on Form S-1/A, filed with the SEC on July 17, 2020) 4.5 Form of Warrant (incorporated by reference to Exhibit 4.2 to Amendment No. 1 to the Registration Statement on Form S-1/A, filed with the SEC on July 17, 2020) 4.6 Form of Common Warrant (incorporated by reference to Exhibit 4.9 to Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on October 26, 2023) 4.7 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the Registration Statement on Form S-1, filed with the SEC on October 26, 2023) 4.8 Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the Registration Statement on Form S-1, filed with the SEC on October 26, 2023) 4.9 Form of Common Warrant (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed with the SEC on December 21, 2023) 4.10 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed with the SEC on December 21, 2023) 4.11 BIO-key International, Inc. Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.5 to the annual report on From 10-K filed with the SEC on April 1, 2022 4.12 Form of Series A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed with the SEC on September 16, 2024) 4.13 Form of Series B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K filed with the SEC on September 16, 2024) 5.1* Opinion of Fox Rothschild LLP 10.1 Employment Agreement by and between BIO-key International, Inc. and Mira LaCous dated November 20, 2001 (incorporated by reference to Exhibit 10.39 to the current report on Form 8-K, filed with the SEC on January 22, 2002) 10.2 Employment Agreement, effective March 25, 2010, by and between the Company and Michael W. DePasquale (incorporated by reference to Exhibit 10.93 to the annual report on Form 10-K, filed with the SEC on March 26, 2010) 10.3 Employment Agreement by and between BIO-key International, Inc. and Cecilia Welch dated May 15, 2013 (incorporated by reference to Exhibit 10.42 to the annual report on Form 10-K, filed with the SEC on March 31, 2014) 10.4 Employment Agreement by and between BIO-key International, Inc. and James Sullivan dated April 5, 2017 (incorporated by reference to Exhibit 10.42 to the annual report on Form 10-K, filed with the SEC on March 29, 2021) 10.5 First Amendment to Lease Agreement by and between BIO-key International, Inc. and BRE/DP MN LLC dated September 12, 2013 (incorporated by reference to Exhibit 10.44 to the annual report on Form 10-K, filed with the SEC on March 31, 2014) 10.6 BIO-key International, Inc. 2015 Equity Incentive Plan (incorporated by reference to Appendix B to the definitive proxy statement filed with the SEC on December 15, 2015) 10.7 Software License Purchase Agreement Dated November 11, 2015 by and among BIO-key Hong Kong Limited, Shining Union Limited, WWTT Technology China, Golden Vast Macao Commercial Offshore Limited, Giant Leap International Limited (incorporated by reference to Exhibit 10.36 to the registration statement on Form S-1 File No. 333-208747 filed with the SEC on December 23, 2015) 10.8 Form Non-Plan Option Agreement between the Company and certain of its directors, officers, employees and contractors (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q filed with the SEC on May 15, 2017) 10.9 Securities Purchase Agreement dated May 23, 2018 by and between the Registrant and Giant Leap International Limited (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the SEC on May 30, 2018) 10.10 Securities Purchase Agreement dated May 23, 2018 by and between the Registrant and Micron Technology Development Limited (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K, filed with the SEC on May 30, 2018) 10.11 Securities Purchase Agreement dated May 31, 2018 by and between the Registrant and Wong Kwok Fong (Kelvin) (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the SEC on June 4, 2018) 10.12 GLP 2nd Amendment to Lease dated July 27, 2018 (incorporated by reference to Exhibit 10.26 to the annual report on Form 10-K, filed with the SEC on April 1, 2019) 10.13 Marlen 4th Amendment to Lease dated June 2, 2018 (incorporated by reference to Exhibit 10.27 to the annual report on Form 10-K, filed with the SEC on April 1, 2019) 10.14 Common Stock Purchase Warrant dated July 10, 2019 (incorporated by reference to Exhibit 10.5 to the quarterly report on Form 10-Q, filed with the SEC on August 14, 2019) 10.15 Sales Incentive Agreement with Technology Transfer Institute dated March 25, 2020. (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q, filed with the SEC on June 8, 2020) 10.16 Form of Technology Transfer Institute Warrant. (incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q, filed with the SEC on June 8, 2020) 10.17 Common Stock Purchase Warrant dated May 6, 2020. (incorporated by reference to Exhibit 10.7 to the quarterly report on Form 10-Q, filed with the SEC on June 8, 2020) 10.18 Form of Restricted Stock Award Agreement under the BIO-key International, Inc. Amended & Restated 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the SEC on August 28, 2020) 10.19 BIO-key International, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Appendix A to the definitive proxy statement filed with the SEC on May 4, 2021) 10.20 BIO-key International, Inc. Amended and Restated 2015 Equity Incentive Plan (incorporated by reference to Appendix B to the definitive proxy statement filed with the SEC on May 4, 2021) 10.21 Management Services Agreement dated March 8, 2022 by and among Swivel Aman-FZCO, Swivel Secure Europe, SA, and Alex Rocha (incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed with the SEC on May 23, 2022) 10.22 Option Agreement dated March 8, 2022 by and between the Company and Alex Rocha (incorporated by reference to Exhibit 10.2 to the quarterly report on Form 10-Q filed with the SEC on May 23, 2022) 10.23 Distribution Agreement dated October 23, 2020 by and between Swivel Secure Europe, SA and Swivel Secure Limited (incorporated by reference to Exhibit 10.3 to the quarterly report on Form 10-Q filed with the SEC on May 23, 2022) + 10.24 Deed of Variation dated January 26, 2022 by and between Swivel Secure Europe, SA and Swivel Secure Limited (incorporated by reference to Exhibit 10.4 to the quarterly report on Form 10-Q filed with the SEC on May 23, 2022) + 10.25 Securities Purchase Agreement dated December 22, 2022 by and between the Company and AJB Capital Investments, LLC (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on December 23, 2022) 10.26 Common Stock Purchase Warrant, dated December 22, 2022 (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K filed with the SEC on December 23, 2022) 10.27 $2,200,000 Senior Secured Promissory Note, dated December 22, 2022 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed with the SEC on December 23, 2022) 10.28 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.39 to Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC on October 26, 2023) 10.29*** BIO-key International, Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on December 19, 2023) 10.30 Securities Purchase Agreement, dated as of December 20, 2023, by and between BIO-key International, Inc. and Dillon Hill Investment Company LLC (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on December 21, 2023) 10.31 Note Purchase Agreement dated June 24, 2024, by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SED on June 28, 2024) 10.32 $2,360,000 Secured Promissory Note dated June 24, 2024 (incorporated by reference to Exhibit 10.2 to the current report of Form 8-K filed with the sec on June 28, 2024) 10.33 Security Agreement dated June 24, 2024, by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.3 to the current report of Form 8-K filed with the sec on June 28, 2024) 10.34 Intellectual Property Security Agreement dated June 24, 2024, by and between the Company and Streetervillle Capital, LLC (incorporated by reference to Exhibit 10.4 to the current report of Form 8-K filed with the sec on June 28, 2024) 10.35 Guaranty dated June 24, 2024, by and between Pistol Star, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.5 to the current report of Form 8-K filed with the sec on June 28, 2024) 10.36 Form of Warrant Exercise Agreement, dated September 12, 2024, by and between BIO-key International, Inc. and the Investor (incorporated by reference to Exhibit 10.1 to the current report of Form 8-K filed with the sec on September 16, 2024) 21.1 List of subsidiaries of BIO-key International, Inc. (incorporated by reference to exhibit 21.1 to the annual report on Form 10-K filed with the SEC on June 5, 2024) 23.1* Consent of Bush & Associates CPA LLC 23.2* Consent of Marcum LLP 23.3* Consent of Fox Rothschild LLP (included as part of Exhibit 5.1) 24.1* Power of Attorney (included on the signature page to this Registration Statement) 107* Filing Fee Table * Filed herewith.

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Pursuant to the requirements of the Securities Act 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Holmdel, State of New Jersey, on January 30, October 11, 2024.

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