Form Type: S-1

Cover page 5 changes

As filed with the Securities and Exchange Commission on April 25, November 21, 2025

33 unchanged paragraphs

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED APRIL 25, NOVEMBER 21, 2025

Up to 3,091,668 6,183,336 Shares of Common Stock

This prospectus relates to the resale, from time to time, by the selling stockholder identified in this prospectus under the caption " "Selling Stockholder," ," of up to 3,091,668 6,183,336 shares of our common stock, par value $0.0001 per share, issued and sold by us in a private placement transaction, consisting of 1,545,834 shares of common stock issuable upon exercise of Series A warrants to purchase common stock (the "Series A Warrants"), issued and 1,545,834 shares of common stock issuable upon exercise of Series B warrants to purchase common stock (the "Series B Warrants"). sold by us in a private placement transaction.

1 unchanged paragraph

Our common stock is listed on the Nasdaq Capital Market under the symbol "BKYI." On April 23, November 18, 2025, the closing price of our common stock was $0.72 $1.03 per share.

12 unchanged paragraphs

About this prospectus 1 change

5 unchanged paragraphs

We have registered our trademarks "BIO-key®", "True User Identification®", "Intelligent Image Indexing®", "WEB-key®", "SideSwipe®", "SidePass®", "SideTouch®", "EcoID®", "PistolStar®", "PortalGuard®", "MobileAuth®", "PASSIVEKEY®" and "PISTOLSTAR®" with the U.S. Patent & Trademark Office, as well as many foreign countries, protecting the names of our companies and our key technology offerings discussed later in this prospectus. We also own the following unregistered trademarks: "PortalGuard Nebula™", "Password Power™" and "Scooch™". This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus may appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames.

Prospectus summary 17 changes

1 unchanged paragraph

BIO-key International, Inc. is a leading identity and access management (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, customer, 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 identity-innovating customers.

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.

BIO-key International, Inc. is a leading identity access management, or IAM, platform provider for the enterprise and large-scale customer and civil ID solutions. Built to leverage BIO-key's world-class biometric core platform among seventeen strong authentication factors, BIO-key PortalGuard and hosted PortalGuard ID as a service (IDaaS) platforms that enable our customers to securely and easily assure that only the right people can access the right systems. PortalGuard goes beyond traditional multifactor authentication (MFA) solutions by addressing functional gaps, such as allowing roving users to biometrically authenticate at any workstation without using their phones or tokens eliminating unauthorized account delegation, detecting duplicate users, and accommodating in-person identification.

Our customers use BIO-key every day to securely access a variety of cloud, mobile and web applications, on-premise and cloud-based servers from all of their devices. Employees, contractors, students and faculty sign in through PortalGuard to seamlessly and securely access the applications they need to do their important work, without relying on personal phone use or per-user tokens. Organizations use our platform to securely collaborate with their supply chain and partners, and to provide their customers with flexible, resilient user experiences online or in-person.

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. One large bank has enrolled and identifies over 21.7 million of their customers using BIO-key fingerprint biometrics in branches on a daily basis.

PortalGuard and Identity-Bound Biometrics, or IBB, deliver unique value to enterprises who find that mainstream MFA solutions do not adequately address their workforce use cases. PortalGuard operates as a single MFA user experience, providing a wide set of authentication choices to meet every use case. We sell our branded biometric and Fast Identity Online, or FIDO, authentication hardware as accessories to our IAM platforms, so that customers can have a single vendor providing all components of their IAM solution. We do not mandate the use of BIO-key hardware with our software and services. Our National Institute of Standards, and Technology, or NIST, certified fingerprint biometric platform is unique in that it supports interoperable mixing and matching combinations of different manufactures' fingerprint scanners in a deployment, so that the right scanner can be selected for the right use case, without mandating the use of a particular scanner.

Security-conscious software developers leverage our platform application programming interfaces, or APIs, and federation interfaces to securely and efficiently embed biometric and MFA identity capabilities into their software. Our approach to IDaaS allows our customers to efficiently scale their security and identity infrastructures to protect both internal cloud workforce- and external customer-facing applications.

In 2022, we expanded our product offerings and customer base when we acquired Swivel Secure, a Madrid, Spain based provider of IAM solutions. Until the fourth quarter of 2024, Swivel Secure was the exclusive distributer of AuthControl Sentry, AuthControl Enterprise, and AuthControl MSP product line in Europe, Africa and the Middle East, or EMEA, excluding the United Kingdom and Ireland. Swivel Secure, now operates as BIO-key EMEA and maintains a direct sales force with offices in Madrid, Spain and Lisbon, Portugal, and sells only BIO-key products.

We operate a software as a service, or SaaS, business model with customers subscribing to term use of our software resulting in for 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 and 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.

8 unchanged paragraphs

3,091,668 6,183,336 shares of common stock

1 unchanged paragraph

5,814,041 10,836,618 shares of common stock

1 unchanged paragraph

8,905,709 17,019,954 shares of common stock

2 unchanged paragraphs

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 the selling stockholder exercises all of the Series A warrants and Series B Warrants exercisable for shares of to purchase common stock offered hereby are exercised, (the "Warrants"), we will receive aggregate gross proceeds of $6,647,086.20 $6,307,002.72, 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 ".

2 unchanged paragraphs

Risk factors 8 changes

1 unchanged paragraph

The number of shares of our common stock to be outstanding after this offering is based on 5,814,041 10,836,618 shares of our common stock outstanding as of April 23, November 13, 2025, plus an aggregate of 3,091,668 6,183,336 shares of common stock issuable upon exercise of Series A warrants and Series B the Warrants, and excludes as of such date:

3,007 1,857 shares of common stock issuable upon the exercise of stock options, with a weighted-average exercise price of $197.31 $144.71 per share;

2,739,362 11,112 shares of common stock issuable upon the exercise of outstanding warrants, with a weighted-average exercise price of $11.12 $54,00 per share;

1 unchanged paragraph

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

31,131 shares of common stock issuable upon exercise of pre-funded warrants with an exercise price of $0.018 $0.0018 per share;

35,050 732,548 shares of common stock reserved for future issuance under our Amended 2021 Employee Stock Purchase Plan;

155,957 575,569 shares of common stock reserved for future issuance under our Amended 2023 Stock Incentive Plan.

3 unchanged paragraphs

If our stockholders sell substantial amounts of our common stock, the market price of our common stock could decrease. We had 5,814,041 10,836,618 shares of common stock outstanding as of April 23, November 13, 2025. Under this registration statement, we are registering the resale of 3,091,668 6,183,336 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 full exercise of the Warrants, are exercised, the shares offered hereunder would represent approximately 35% 36% of our outstanding common stock following such exercise. In addition, we may sell additional shares of common stock in subsequent offerings.

3 unchanged paragraphs

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; 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 migrate Swivel Secure customers to BIO-key and Portal Guard offerings; our 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 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; the impact of tariffs and other trade barriers which may make it more costly for us to import inventory from China and Hong Kong and certain product components from South Korea; 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, including any consequences of non-compliance with SEC and 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 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.

3 unchanged paragraphs

The offering 5 changes

This prospectus covers the public sale of up to 3,091,668 6,183,336 shares of common stock to be sold by Armistice Capital Master Fund Ltd., the selling stockholder, consisting of 1,545,834 shares of common stock issuable upon exercise of the Series A Warrants, and 1,545,834 6,183,336 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 $6,647,086.20. $6,307,002.72.

On January 15, October 27, 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 2,061,112 3,091,668 shares of the Company's our common stock, at an exercise price of $1.85 per share, which were originally issued to the Investor selling stockholder on September 13, 2024 January 15, 2025 (the "Existing Warrants"). Pursuant to the issuance of Warrant Exercise Agreement, the shares exercise price of the Company's common stock underlying the Existing Warrants was registered pursuant reduced from $2.15 per share to the registration statement on Form S-1 filed on October 11, 2024 (File No. 333-282618). $1.02 per share.

In consideration for the exercise of the Existing Warrants, subject to compliance with the beneficial ownership limitations included in the Existing Warrants, and the payment by 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 combined purchase price of $0.25 per Existing Warrant (the "Series A Warrants") and "New unregistered Series B Warrant Consideration"), the selling stockholder received the Warrants to purchase up to an aggregate of 1,545,834 6,183,336 shares of the Company's our common stock. (the "Series B Warrants", and together with the "Series A Warrants, the "New Warrants").

The New Warrants have substantially the same terms, were are immediately exercisable at an exercise price of $2.15 $1.02 per share and will expire five years from the date of issuance. The Company We 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 New Warrants with the SEC, and to use commercially reasonable efforts to have such resale registration statement declared effective by the SEC within 90 calendar days following the date of the Warrant Exercise Agreement. The New Warrants each include a beneficial ownership limitation that prevents the selling stockholder from beneficially owning more than 4.99% of the Company's our outstanding common stock at any time.

The gross proceeds to the Company us from the exercise of the Existing Warrants was were approximately $1.9 $3.1 million, prior to deducting placement agent fees and estimated offering expenses. Maxim Group LLC acted as the closing exclusive placement agent in connection with the Warrant Exercise Agreement and received a cash fee equal to 6.0% of the offering gross proceeds. The closing pursuant to the Warrant Exercise Agreement occurred on September 13, 2024. The Company intends October 27, 2025. We intend to use the net proceeds for working capital and general corporate purposes, including repayment of a portion of the Company's our outstanding secured note.

Use of proceeds 1 change

1 unchanged paragraph

We will, however, receive cash proceeds equal to the exercise price of the Warrants. Accordingly, we may receive aggregate gross proceeds of up to $6,647,086.20 $6,307,002.72 assuming that the Series A Warrants and Series B Warrants are each exercised in full at an exercise price of $2.15 $1.02 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 all or a portion of the Company's our outstanding secured note.

1 unchanged paragraph

Selling stockholder 11 changes

1 unchanged paragraph

The following table sets forth:

The percentage ownership of the selling stockholder prior to the offering;

The number of shares offered hereunder by the selling stockholder;

The selling stockholder identified in the following table is offering for resale 3,091,668 6,183,336 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 ".

The following table sets forth, based on information provided to us by the selling stockholder as of November ___, 2025:

The name of the selling stockholder and any material relationship between us and the selling stockholder; based upon information currently available to us;

The number and percentage of shares of common stock owned beneficially by the selling stockholder before the offering;

The number of shares owned beneficially being offered hereunder by the selling stockholder; after the offering; and ● The number and percentage ownership of shares of common stock owned beneficially by the selling stockholder after the offering.

7 unchanged paragraphs

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 5,814,041 10,836,618 shares of our common stock outstanding on April 23, November 13, 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.

5 unchanged paragraphs

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.

On October 27, 2025, we entered into a warrant exercise agreement with the selling stockholder to exercise certain outstanding warrants to purchase an aggregate of 3,091,668 shares of the Company's common stock at a reduced exercise price of $1.02 per share, which were originally issued to the selling stockholder on January 15, 2025 with an exercise price of $2.15 per share. In consideration for the exercise of the existing warrants, the selling stockholder received new unregistered warrants to purchase up to an aggregate of 6,183,336 shares of the Company's common stock at an exercise price of $1.02 per share. The Warrants are immediately exercisable and expire five years from the date of issuance. The shares underlying these warrants are the subject of this Registration Statement on Form S-1.

Plan of distribution 3 changes

We are registering 3,091,668 6,183,336 shares of our common stock for possible sale issuable upon the exercise of the Warrants held by the selling stockholder for possible resale from time to time. 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 covered by this prospectus 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 occur at fixed or negotiated prices. The selling stockholder may use any one or more of the following methods when selling shares:

10 unchanged paragraphs

Broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholder does not expect these commissions and discounts to exceed what is customary in the types of transactions involved. Any profits on the resale of shares of common stock by a broker-dealer acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, attributable to the sale of shares will be borne by the selling stockholder.

1 unchanged paragraph

The selling stockholder and any broker-dealer broker-dealers or agents participating in the distribution of the shares of common stock may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act in connection with such sales. In such event, any commissions paid, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. If the selling stockholder is an "underwriter" within the meaning of Section 2(11) of the Securities Act, it will be subject to the applicable prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

3 unchanged paragraphs

Description of the securities 1 change

1 unchanged paragraph

Authorized . We currently have authority to issue up to 170,000,000 shares of common stock, $0.0001 par value per share. As of April 23, November 13, 2025, we had 5,814,041, 10,836,618 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.

26 unchanged paragraphs

Experts 1 change

The financial statements of BIO-key International, Inc. as of December 31, 2024 and 2023 and for the years then ended incorporated by reference in this prospectus have been so incorporated in reliance on the report of Bush & Associates CPA, the Company's independent registered public accounting firm, given on the authority of said firm as experts in auding auditing and accounting.

Incorporation of certain information by reference 4 changes

2 unchanged paragraphs

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

Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 ; June 30, 2025 ; and September 30, 2025 ;

Current Reports on Form 8-K filed with the SEC on January 16, 2025 ; April 24, 2025 ; May 15, 2025 ; August 13, 2025 ; August 20, 2025 ; October 3, 2025 ; October 30, 2025 ; and November 7, 2025 ; and ● The description of our common stock contained in our registration statement on Form 8-A filed with the SEC on July 21, 2017 under Section 12(b) of the Exchange Act and including any amendments or reports filed for the purpose of updating that description.

11 unchanged paragraphs

Up to 3,091,668 6,183,336 Shares of Common Stock

1 unchanged paragraph

Recent Sales of Unregistered Securities 3 changes

1 unchanged paragraph

On January 15, October 27, 2025, we entered into a warrant exercise agreement (the "January "October Warrant Exercise Agreement") with the selling stockholder to exercise certain outstanding warrants to purchase an aggregate of 2,061,112 3,091,668 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. January 15, 2025 (the resale "Existing Warrants"). Pursuant to the October Warrant Exercise Agreement, the exercise price of the shares Existing Warrants was reduced from $2.15 per share to $1.02 per share. The resale 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 April 25, 2025 (File No. 333-282618). 333-286776). In consideration for the exercise of the Existing Warrants, subject to compliance with the beneficial ownership limitations included in the Existing Warrants, and the payment by the selling stockholder received new unregistered Series A warrants to of the combined purchase 1,545,834 shares price of $0.25 per Existing Warrant, the Company's common stock and selling stockholder received new unregistered Series B warrants to purchase 1,545,834 up to an aggregate of 6,183,336 shares of the Company's common stock (the new "Warrants"). have substantially The same terms, were Warrants are immediately exercisable at an exercise price of $2.15 $1.02 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 under the January October Warrant Exercise Agreement were approximately $3.8 $3.1 million, prior to deducting placement agent fees and estimated offering expenses. Maxim Group LLC ("Maxim") acted as the exclusive placement agent in consideration of to the Company and received 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 Warrants were issued in a private placement transaction to the selling stockholder a single accredited investor pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder, without engaging in any advertising or general solicitation of any kind.

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 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.

3 unchanged paragraphs

On December 22, 2022, we entered into and closed a securities purchase agreement with AJB Capital Investments, LLC (the "Investor") ("AJB") 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 AJB 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 forgoing securities were issued in a private placement transaction to the Investor AJB 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. We paid a placement fee to Maxim equal to 7% of the aggregate gross proceeds raised in the transaction.

Exhibits 1 change

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 4.2 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 4.3 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 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) 4.12 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) 4.13 Form of Series A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Company ' s current report on Form 8-K filed with the SEC on January 16, 2025) 4.14 Form of Series B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company ' s current report on Form 8-K filed with the SEC on January 16, 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*** Amendment No. 1 to the BIO-key International, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed with the SEC on August 20, 2025) 10.21*** 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 10.22 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 10.23 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 10.24+ 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 10.25+ 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 10.26 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 10.27 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 10.28 $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 10.29 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*** 10.30*** 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 10.31*** Amendment No. 1 to 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 August 20, 2025) 10.32 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 10.33 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 SEC on June 28, 2024) 10.32 10.34 $2,360,000 Secured Promissory Note dated June 24, 2024 (incorporated by reference to Exhibit 10.2 to the current report of on Form 8-K filed with the SEC on June 28, 2024) 10.33 10.35 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 on Form 8-K filed with the SEC on June 28, 2024) 10.34 10.36 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 on Form 8-K filed with the SEC on June 28, 2024) 10.35 10.37 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 on Form 8-K filed with the SEC on June 28, 2024) 10.36 10.38 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 on Form 8-K filed with the SEC on September 16, 2024) 10.37 10.39 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 with the SEC on December 3, 2024) 10.38 10.40 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 with the SEC on January 16, 2025) 10.39 10.41 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 with the SEC on January 16, 2025) 10.40 10.42 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 with the SEC on January 16, 2025) 10.43 Note Purchase Agreement dated September 30, 2025 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 SEC on October 3, 2025) 10.44 $1,130,000 Secured Promissory Note dated September 30, 2025 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed with the SEC on October 3, 2025) 10.45 Security Agreement dated September 30, 2025 by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K filed with the SEC on October 3, 2025) 10.46 Intellectual Property Security Agreement dated September 30, 2025 by and between the Company and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K filed with the SEC on October 3, 2025) 10.47 Guaranty dated September 30, 2025 by and between Pistol Star, Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.5 to the current report on Form 8-K filed with the SEC on October 3, 2025) 10.48 Form of Warrant Exercise Agreement (incorporated by Reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on October 30, 2025) 10.49 Exchange Agreement, dated October 27, 2025 (incorporated by Reference to Exhibit 10.2 to the current report on Form 8-K filed with the SEC on October 30, 2025) 10.50 Exchange Agreement, dated October 27, 2025 (incorporated by Reference to Exhibit 10.3 to the current report on Form 8-K filed with the SEC on October 30, 2025) 10.51 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K filed with the SEC on October 30, 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 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.

2 unchanged paragraphs

Undertakings 1 change

10 unchanged paragraphs

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 April 25, November 21, 2025.

14 unchanged paragraphs