Bio Key International: securities offering

Cover page 8 changes

As filed with the Securities and Exchange Commission on October 11 , 2024 April 25, 2025

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PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED OCTOBER 11 , 2024 APRIL 25, 2025

Up to 2,061,112 3,091,668 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 2,061,112 3,091,668 shares of our common stock, par value $0.0001 per share, issued and sold by us in a private placement transaction, consisting of 1,030,556 1,545,834 shares of common stock issuable upon exercise of Series A warrants to purchase common stock (the "Series A Warrants"), and 1,030,556 1,545,834 shares of common stock issuable upon exercise of Series B warrants to purchase common stock (the "Series B Warrants").

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Our common stock is listed on the Nasdaq Capital Market under the symbol "BKYI." On October 10, 2024, April 23, 2025, the closing price of our common stock was $0.65 $0.72 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 10 9 for 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 AND UNCERTAINTIES DESCRIBED HEREIN UNDER THE HEADING " RISK FACTORS " BEGINNING ON PAGE 6 5 OF THIS PROSPECTUS AND UNDER SIMILAR HEADINGS IN THE OTHER DOCUMENTS THAT ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.

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The date of this prospectus is , 2024. 2025.

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Prospectus summary 21 changes

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Millions of people use BIO-key multi-factor-authentication, or MFA, solutions every day to securely access a variety of cloud, mobile and web applications, on-premise and cloud-based servers from all of their devices. We go beyond passwordless to offer phone-less and token-less authentication methods. This critical differentiator is particularly effective for retail, call center, manufacturing, shop-floor, and healthcare environments which utilize roving workers and shared workstations. Unlike most digital identity solutions, BIO-key also plays a role in securing in-person identity. For example, a banking customer has enrolled over 22 million of its customers' biometrics with BIO-key as part of their know your customer, or KYC process, and then uses BIO-key fingerprint technology each time their customers access bank services to ensure positive identification before transacting with them.

BIO-key PortalGuard and hosted PortalGuard IDaaS authentication platforms enable our customers to assure that only the right people can access the right systems by utilizing our world-class biometric capabilities, among 17 other available authentication methods. PortalGuard goes beyond traditional MFA solutions by allowing roving users to biometrically authenticate at any workstation without using their phones or tokens which addresses sizeable security gaps, including eliminating unauthorized account delegation, detecting duplicate users, and accommodating in-person identification.

Our customers use PortalGuard to manage and secure digital systems access by their employees, contractors and partners, which we call workforce identity. PortalGuard is also used to manage and secure the identities of an organization's customers through integration of APIs we have developed and industry-standard federation standards, which we call customer identity. By using PortalGuard, our customers can securely collaborate with their supply chain and partners, and provide their customers with flexible, resilient user experiences online or in-person.

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 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.

Large-scale customer and civil ID customers use our scalable biometric management platform and FBI-certified scanner hardware to manage enrollment, de-duplication and authentication for millions of users.

We sell our branded USB fingerprint and FIDO authentication hardware as accessories to our IAM platforms, so that customers can have a single vendor providing all components of their IAM solution. Our fingerprint biometric platform is certified by NIST and unique among fingerprint platforms in that it supports mixing and matching of different manufactures' fingerprint scanners in a deployment. This provides our customers with the flexibility to select the right scanner for their specific use case, without mandating the use of a particular scanner.

Historically, our largest market has been authentication within highly regulated industries such as government, financial services, and healthcare. With the adoption of MFA as a cybersecurity requirement, nearly all enterprises are beginning to adopt MFA for their user bases. Our ability to add value to or replace the first-generation MFA solutions deployed by these enterprises with our phone-less and token-less biometrics sets us apart from a crowded field of phone- and token-based MFA solutions. We believe that as enterprises experience the lifecycle costs associated with managing tokens and passwords, they will have an economic incentivize to consider adding BIO-key PortalGuard to their IAM solution. PortalGuard will allow them to continue to use their existing FIDO devices, while selectively augmenting their authentication options with tokenless and phoneless biometric choices.

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 using secure multi-factor authentication (MFA). Our vision is to enable any organization to secure streamlined and passwordless workforce, employee, customer, student and citizen and student access to any online service, workstation, or mobile application, without a requirement to use tokens or phones for roving users and shared workstations. Our products include PortalGuard® and PortalGuard Identity-as-a-Service (IDaaS) enterprise IAM, WEB-key® biometric civil and large-scale ID infrastructure, MobileAuth® mobile phone authentication application for iOS and Android, and high-quality, low-cost accessory fingerprint scanner and FIDO-compliant hardware to provide a full and complete solution for our identity-innovating customers. We are also a distributor of AuthControl Sentry, AuthControl Enterprise, and AuthControl MSP.

BIO-key PortalGuard empowers organizations to maximize the power of cloud, mobile and web technologies by securing users' identities and connecting them with the applications they rely on, while keeping cyber-intruders and unauthorized delegates (proxy users) out. Competing MFA solutions require a phone or token for every user authentication use case, but this is expensive and ineffective for workforce users who cannot use a phone in their workplace, who rove among workstations, or share kiosks for access to information systems. BIO-key's exclusive Identity-Bound Biometrics (IBB) authentication methods address this by making biometric identification based available at any end point device, making the user, not their phone or a token, their own credential.

Our customers trust BIO-key® to secure access to a variety of cloud, mobile and web applications, on-premise and cloud-based hypervisor servers from all of their devices. Employees and contractors sign into BIO-key PortalGuard to seamlessly and securely access the applications needed to do their work, and customers sign into BIO-key PortalGuard to access online services. Organizations use PortalGuard to securely collaborate and communicate with their partners and to provide their customers with flexible, resilient user experiences online and while using mobile devices. PortalGuard can operate standalone as a comprehensive MFA, Single Sign On, and Self-Service Password Reset solution, directly authenticating for Windows sign in and application access, or as an upgraded MFA user experience within an enterprise IAM framework such as Microsoft, Okta, Ping or ForgeRock.

BIO-key's WEB-key is a scalable biometric service management platform, incorporating key functions for regulatory compliance, enrollment, authentication or identification, and integrity in a multi-tenant private or public cloud delivery platform. Government agencies use BIO-key for their large-scale civil ID projects, because WEB-key underpins a biometric identity ecosystem, is cloud-ready, and provides a scalable, high-integrity trust platform which can be operated anywhere and supports over 30 fingerprint scanners interchangeably.

We also deliver biometric software integration application programming interfaces, or APIs, allowing software developers to leverage our platform to securely and efficiently embed biometric multi-factor authentication, or MFA, into their own products. This allows software developers to focus on their core functionality while BIO-key ensures users enter the application without requiring them to carry their phone or any token.

Even the most security-focused organizations are suffering breaches as a result of human error or improper conduct. As enterprises scale the number of software as a service, or SaaS applications, and multi-cloud services they rely on and the interconnections between them increase, assured identity has emerged as a critical component of an organization's security framework, directly affecting each triad of cybersecurity – confidentiality, integrity, and availability. As access perimeters dissolve, organizations must evolve from network-based security models to Zero Trust and Continuous Authentication and Risk Trust Assessment (CARTA) security models, focusing on adaptive and context-aware controls. True server-secured biometric verification removes the human nature vulnerability at the root of many security compromises creating a more reliable means to manage user access and protect digital assets against rogue users willing to hand over their credentials to a proxy. Our global identity as a service, or IDaaS, hosting capability allows our customers to simplify and efficiently scale their security infrastructures across internal IT systems and external customer facing applications without installation overhead, security or uptime management efforts.

We operate a software as a service, or SaaS business model with customers subscribing to term use of our software resulting in annual recurring revenue. We sell our products directly through our field and inside sales teams, as well as indirectly through our network of channel partners including resellers, system integrators, master agents, and other distribution partners. Our subscription fees include a term license of hosted or on-premise product, technical support and maintenance of our platform. We base subscription fees primarily on the products used and the number of users enrolled in our platform. We generate subscription fees pursuant to noncancelable contracts with a weighted average duration of approximately one year. As of December 31, 2024, more than 600 customers across multiple industries use BIO-key to secure and manage access for users around the world.

We plan to have a more significant role in the IAM market which continues to expand. We plan to continue to offer customers a suite of authentication options that complement our biometric solutions. The more well-rounded offerings of authentication options will allow customers to customize their approach to authentication all under one umbrella.

We expect to grow our business within these highly-regulated industries government services, higher education, and expect to continue to extend this footprint highly regulated industries in 2024 which we have historically had a strong presence including financial services, higher education, and beyond. healthcare. We believe that continued heightened security and privacy requirements in these industries, and as colleges and universities continue operating in remote environments, we will generate increased demand for security solutions, including biometrics. In addition, we expect that the compatible, yet superior portable biometric user experience offered by our technology for Windows 10 and 11 users will accelerate the demand for our computer network log-on solutions and fingerprint readers. Through value add-offerings via direct sales, resellers, and strategic partnerships with leading higher education platform providers, we expect to will continue to grow our installed base. Through Swivel Secure Europe, we also expect to grow our business in EMEA.

Our primary sales strategies are focused on (i) increased marketing efforts into the IAM market, (ii) dedicated pursuit of large-scale identification projects across the globe and (iii) growing our channel alliance program which includes we have grown to more than one hundred and fifty eighty-five participants and continues to generate incremental revenues.

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2,061,112 3,091,668 shares of common stock

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3,109,288 5,814,041 shares of common stock

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5,170,400 8,905,709 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 Series A Warrants and Series B Warrants exercisable for shares of common stock offered hereby are exercised, we will receive aggregate gross proceeds of $3,813,057.20 $6,647,086.20 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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Risk factors 7 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 5 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 5,814,041 shares of our common stock outstanding as of October 11, 2024 April 23, 2025, plus an aggregate of 3,091,668 shares of common stock issuable upon exercise of Series A warrants and Series B warrants, and excludes as of such date:

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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.

165,901 155,957 shares of common stock reserved for future issuance under our 2023 Stock Incentive Plan.

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 for the year ended December 31, 2024, filed with the Securities and Exchange Commission, or SEC, on June 5, 2024, April 23, 2025, 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, stock, the market price of our common shares stock could decrease. We had 3,109,288 common 5,814,041 shares of common stock outstanding as of October 11, 2024. April 23, 2025. Under this registration statement, we are registering the resale of 2,061,112 common 3,091,668 shares of common stock held by the selling stockholder, all of which are issuable upon exercise of the Series A Warrants and the Series B Warrants. Assuming all such warrants are exercised, the shares offered hereunder represent approximately 40% 35% of our outstanding common stock. In addition, we may sell additional common shares of common stock in subsequent offerings.

We cannot predict the size of future issuances of common shares stock or the effect, if any, that future issuances and sales of common shares, stock, including the shares offered under this registration statement, other registration statements, shares underlying outstanding warrants issued in our public offering of Units on October 30, 2023, shares available for resale under Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), or the perception that such sales could occur, may have on the market price of our common shares stock or our ability to raise additional capital through the sale of equity securities. With any additional issuance of common shares, stock, investors will suffer dilution and we may experience dilution in our earnings per share, if any.

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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 migrate Swivel Secure into customers to BIO-key and Portal Guard offerings; our business; ability to execute definitive agreements with Fiber Food Systems and/or its customers to utilize our access management solutions; our ability to integrate our solutions into any of Fiber Food System's offerings; fluctuations in foreign currency and exchange rates; the impact of tariffs and other trade barriers; 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 of 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 including any consequences of our common stock non-compliance with SEC and impair our ability to raise capital, Nasdaq periodic reporting requirements; our temporary 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 maintain effective 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 in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 23, 2025, and in our 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 4 changes

This prospectus covers the public sale of up to 2,061,112 3,091,668 shares of common stock to be sold by Armistice Capital Master Fund Ltd. consisting of 1,030,556 1,545,834 shares of common stock issuable upon exercise of the Series A Warrants, and 1,030,556 1,545,834 shares of common stock issuable upon exercise of 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 $3,813,057.20. $6,647,086.20.

On September 12, 2024, January 15, 2025, 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 2,061,112 shares of the Company's common stock originally issued to the selling stockholder on October 31, 2023, having at an original exercise price of $3.15 $1.85 per share, which were originally issued to the Investor on September 13, 2024 (the "Existing Warrants"). The issuance of the shares of the Company's common stock underlying the Existing Warrants were was registered pursuant to the registration statement on Form S-1 filed on October 11, 2024 (File No. 333-275003). 333-282618).

In consideration for the immediate exercise of the Existing Warrants, subject to compliance with the exercising holder beneficial ownership limitations included in the Existing Warrants, the selling stockholder received new unregistered Series A warrants to purchase up to an aggregate of 1,030,556 1,545,834 shares of the Company's common stock (the "Series A Warrants") and new unregistered Series B warrants to purchase up to an aggregate of 1,030,556 1,545,834 shares of the Company's common stock and (the Company also agreed to reduce "Series B Warrants", and together with the exercise price of "Series A Warrants, the Existing "New Warrants"). to $1.85 per share.

The Series A Warrants and Series B New Warrants have substantially the same terms, were immediately exercisable at an exercise price of $1.85 $2.15 per share and will expire five years from the date of issuance. The Company agreed to file a resale registration statement covering the public resale of the shares of the Company's common stock issuable upon exercise of the Series A Warrants and Series B New 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 New Warrants each include a beneficial ownership limitation that prevents the investor selling stockholder from beneficially owning more than 4.99% of the Company's outstanding common stock at any time.

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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 $3,813,057.20 $6,647,086.20 assuming that the Series A Warrants and Series B Warrants are each exercised in full at an exercise price of $1.85 $2.15 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 2,061,112 3,091,668 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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Consists of shares of common stock issuable upon the exercise of warrants.

Consists of shares of common stock issuable upon the exercise of warrants, subject to the beneficial ownership limitation that prevents the selling stockholder from beneficially owning more than 4.99% of the Company's outstanding common stock at any time.

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 3,109,288 5,814,041 shares of our common stock outstanding on October 11, 2024. April 23, 2025. 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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Material Relationship Between the Selling Stockholder and the Company

On October 30, 2023, we entered into a securities purchase agreement with certain investors, including the selling stockholder, pursuant to which we issued and sold units in a public offering consisting of 1,350,000 shares of common stock, 17,200,000 pre-funded warrants, and 18,550,000 warrants to purchase common stock to the selling stockholder in a public offering at a price of $0.175 per unit.

On September 12, 2024, we entered into a 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 in a public offering on October 31, 2023, having an original exercise price of $3.15 per share. In consideration for the immediate exercise of the existing warrants, subject to compliance with the beneficial ownership limitations included in the existing warrants, the selling stockholder received new unregistered Series A warrants to purchase an aggregate of 1,030,556 shares of the Company's common stock and new unregistered Series B warrants to purchase 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 new warrants were immediately exercisable at an exercise price of $1.85 per share and expire five years from the date of issuance.

On January 15, 2025, we entered into the Warrant Exercise Agreement with the selling stockholder to exercise certain outstanding warrants to purchase an aggregate of 2,061,112 shares of the Company's common stock at an exercise price of $1.85 per share, which were originally issued to the selling stockholder on September 13, 2024. In consideration for the exercise of the existing warrants, subject to compliance with the beneficial ownership limitations included in the existing warrants, the selling stockholder received new unregistered Series A warrants to purchase up to an aggregate of 1,545,834 shares of the Company's common stock and new unregistered Series B warrants to purchase up to an aggregate of 1,545,834 shares of the Company's common stock. The shares underlying these warrants are the subject of this Registration Statement on Form S-1.

Plan of distribution 1 change

We are registering 2,061,112 3,091,668 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 October 11, 2024, April 23, 2025, we had 3,109,288, 5,814,041, 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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Experts 1 change

The financial statements of BIO-key International, Inc. as of December 31, 2024 and 2023 and for the year years then ended incorporated by reference in this prospectus have been so incorporated in reliance on the report of 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 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 7 changes

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

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

We are incorporating by reference certain documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information in the documents incorporated by reference is considered to be part of this prospectus. We incorporate by reference the documents listed below and any future filings we may make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the offering. Additionally, all filings filed by the registrant Company pursuant to the Exchange Act after the date of the initial registration statement of which this prospectus is a part and prior to effectiveness of the such registration statement shall be deemed to be incorporated by reference into this prospectus.

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

Current Reports on Form 8-K filed with the SEC on January 16, 2025 and April 24, 2025 ;

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Up to 2,061,112 3,091,668 Shares of Common Stock

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Recent Sales of Unregistered Securities 5 changes

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On January 15, 2025, we entered into a warrant exercise agreement (the "January Warrant Exercise Agreement") with the selling stockholder to exercise certain outstanding warrants to purchase an aggregate of 2,061,112 shares of the Company's common stock at an exercise price of $1.85 per share, which were originally issued to the selling stockholder on September 13, 2024. The resale of the shares of the Company's common stock underlying the existing warrants was registered pursuant to the registration statement on Form S-1 filed on October 11, 2024 (File No. 333-282618). In consideration for the exercise of the existing warrants, subject to compliance with the beneficial ownership limitations included in the existing warrants, the selling stockholder received new unregistered Series A warrants to purchase 1,545,834 shares of the Company's common stock and new unregistered Series B warrants to purchase 1,545,834 shares of the Company's common stock. The new warrants have substantially the same terms, were immediately exercisable at an exercise price of $2.15 per share, expire five years from the date of issuance, and include a beneficial ownership limitation that prevents the selling stockholder from beneficially owning more than 4.99% of the Company's outstanding common stock at any time. The gross proceeds to the Company under the January Warrant Exercise Agreement were approximately $3.8 million, prior to deducting placement agent fees and estimated offering expenses. Maxim Group LLC ("Maxim") acted as the exclusive placement agent in consideration of an aggregate cash fee equal to 6.0% of the gross proceeds received by the Company under the January Warrant Exercise Agreement. The forgoing securities were issued in a private placement transaction to the selling stockholder pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act without engaging in any advertising or general solicitation of any kind.

On November 27, 2024, we entered into and closed a Securities Purchase Agreement with Fiber Food Systems, Inc., a Delaware corporation ("Fiber Food"), and Boumarang Inc., a Delaware corporation ("Boumarang"). Under the Securities Purchase Agreement, Fiber Food sold 5 million shares of common stock of Boumarang to the Company in exchange for 595,000 shares of the Company's common stock. The forgoing securities were issued in a private placement transaction to Fiber Food pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act without payment of underwriter discounts or commissions to any person and without engaging in any advertising or general solicitation of any kind.

On September 12, 2024, we entered into a warrant exercise agreement (the "September 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 issuance of the shares of common stock underlying these warrants was registered pursuant to a 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 new warrants have substantially the same terms, are immediately exercisable at an exercise price of $1.85 per share, will expire five years from the date of issuance, and include a beneficial ownership limitation that prevents the selling stockholder from beneficially 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. Maxim acted as the exclusive placement agent to the Company in consideration of an aggregate cash fee equal to 6.0% of the gross proceeds received by the Company from the exercise of the existing warrants. The forgoing securities were issued in a private placement transaction to the selling stockholder pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act without engaging in any advertising or general solicitation of any kind.

On December 20, 2023, we entered into and closed a securities purchase agreement 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 accredited investor 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 became exercisable six months following closing and 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 accredited investor 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.

On December 22, 2022, we entered into and closed a securities purchase agreement with AJB Capital Investments, LLC (the "Investor") which provided for the issuance of a $2,200,000 principal amount senior secured promissory note (the "Note"). At closing, a total of $2,002,000 was funded with the proceeds to be used for general working capital. The principal amount of the Note was due six months following the date of issuance, subject to one six-month extension. The Note has been paid by the Company in full. In connection with the issuance of the Note, we issued to the Investor 38,889 shares of common stock and a warrant to purchase 11,111 shares of common stock at an exercise price of $54.00 per share, exercisable commencing six months after issuance with a term of five years. The warrant contains "blocker provisions" which prohibit exercise if such exercise would result in the Investor being the beneficial owner of in excess of 9.99% of our common stock. The forgoing securities were issued in a private placement transaction to one accredited the 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. Maxim served as our placement agent in connection with the forgoing transaction. We paid a placement fee to Maxim equal to 7% of the aggregate gross proceeds raised in the transaction.

Exhibits 2 changes

** Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted sections have been filed separately with the Securities and Exchange Commission.

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 4.2 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 4.3 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 Form of 1934 Series A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.5 4.1 to the annual current report on From 10-K Form 8-K filed with the SEC on April 1, 2022 September 16, 2024) 4.12 Form of Series A B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 4.2 to the current report on Form 8-K filed with the SEC on September 16, 2024) 4.13 Form of Series B A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 4.1 to the Company ' s Current Report on Form 8-K filed with January 16, 2025) 4.14 Form of Series B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the SEC Company ' s Current Report on September Form 8-K filed January 16, 2024) 2025) 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) 10.37 Securities Purchase Agreement dated November 27, 2024, by and among BIO-key International, Inc., Fiber Food Systems, Inc. and Boumarang Inc. (incorporated by refence to Exhibit 10.1 to the Company ' s Current Report on Form 8-K filed December 3, 2024) 10.38 Form of Warrant Exercise Agreement, dated January 15, 2025, by and between BIO-key International, Inc. and the Investor (incorporated by reference to Exhibit 10.1 to the Company ' s Current Report on Form 8-K filed January 16, 2025) 10.39 Exchange Agreement, dated January 15, 2025, by and between BIO-key International, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.2 to the Company ' s Current Report on Form 8-K filed January 16, 2025) 10.40 Exchange Agreement, dated January 15, 2025, by and between BIO-key International, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.3 to the Company ' s Current Report on Form 8-K filed January 16, 2025) 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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Undertakings 2 changes

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(5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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 October 11, 2024. April 25, 2025.

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