Resale of 1,236,668 shares of common stock

Cover page 8 changes

As filed with the Securities and Exchange Commission on November 21, 2025 October 9 , 2026

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PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED NOVEMBER 21, 2025 OCTOBER 9 , 2026

Up to 6,183,336 1,236,668 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 6,183,336 1,236,668 shares of our common stock, par value $0.0001 per share, issuable upon exercise of warrants to purchase common stock issued and sold by us in a private placement transaction.

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Our common stock is listed on the Nasdaq Capital Market under the symbol "BKYI." On November 18, 2025, October 8, 2026, the closing price of our common stock was $1.03 $1.74 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 9 8 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 5 4 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 __________ __ , 2025. 2026.

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About this prospectus 1 change

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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™" and "PASSKEY:YOU™". 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 15 changes

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We expect to grow our business within government services, higher education, and highly-regulated industries in which we have historically had a strong presence including financial services, higher education, and 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 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 will continue to grow our installed base.

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6,183,336 1,236,668 shares of common stock

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10,836,618 shares of common stock

2,035,149 shares of common stock (as of September 30, 2026)

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17,019,954 shares of common stock

Terms of this offering:

3,271,817 shares of common stock (assuming full exercise of the Warrants) Terms of this offering:

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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 the selling stockholder exercises all of the warrants to purchase common stock (the "Warrants"), we will receive aggregate gross proceeds of $6,307,002.72, approximately $5,020,872.08, which we expect to use for working capital and general corporate purposes. including repayment of a portion of However, the Company's outstanding secured note. Warrants are not exercisable until the Company obtains stockholder approval as required by Nasdaq listing rules (the "Stockholder Approval"), and there can be no assurance that Stockholder Approval will be obtained. In addition, under certain circumstances, the Warrants may be exercised on a cashless basis, in which case we would not receive cash proceeds from such exercise. See " Use of Proceeds ".

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Investing in our securities involves a high degree of risk and purchasers of our securities may lose their entire investment. See the information under the caption " Risk Factors " beginning on page 4 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 2,035,149 shares of our common stock outstanding as of September 30, 2026, plus an aggregate of 1,236,668 shares of common stock issuable upon exercise of the Warrants, and excludes as of such date:

65 shares of common stock issuable upon the exercise of stock options, with a weighted-average exercise price of $957.27 per share;

43,303 shares of common stock issuable upon the exercise of additional outstanding warrants, with a weighted-average exercise price of $44.55 per share;

3,113 shares of common stock issuable upon exercise of pre-funded warrants with an exercise price of $0.018 per share;

69,251 shares of common stock reserved for future issuance under our Amended 2021 Employee Stock Purchase Plan;

57,457 shares of common stock reserved for future issuance under our Amended 2023 Stock Incentive Plan.

Risk factors 19 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 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 10,836,618 shares of our common stock outstanding as of November 13, 2025, plus an aggregate of 6,183,336 shares of common stock issuable upon exercise of the Warrants, and excludes as of such date:

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

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

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

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

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

575,569 shares of common stock reserved for future issuance under our Amended 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, 2025, filed with the Securities and Exchange Commission, or SEC, on April 23, 2025, June 12, 2026, 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 stock, the market price of our common stock could decrease. We had 10,836,618 2,035,149 shares of common stock outstanding as of November 13, 2025. September 30, 2026. Under this registration statement, we are registering the resale of 6,183,336 1,236,668 shares of common stock held by the selling stockholder, all of which are issuable upon exercise of the Warrants. Assuming full exercise of the Warrants, the shares offered hereunder would represent approximately 36% 38% of our outstanding common stock following such exercise. In addition, we may sell additional shares of common stock in subsequent offerings.

We cannot predict the size of future issuances of common stock or the effect, if any, that future issuances and sales of common 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 stock or our ability to raise additional capital through the sale of equity securities. With any additional issuance of common stock, investors will suffer dilution and we may experience dilution in our earnings per share, if any.

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The Warrants will not be exercisable unless and until we obtain the Stockholder Approval as required by Nasdaq listing rules, and we may never obtain such approval. Our obligation to continue seeking such approval may result in additional costs.

Under Nasdaq listing rules, the Warrants will not become exercisable until we have obtained the Stockholder Approval. Pursuant to the agreement under which we issued the Warrants, we are required to hold a stockholder meeting no later than 120 calendar days following August 10, 2026 for the purpose of seeking the Stockholder Approval, recommend that our stockholders approve such proposal, and cause all management-appointed proxyholders to vote their proxies in favor of such proposal. If we do not obtain the Stockholder Approval at the initial meeting, we are required to call a meeting every 90 days thereafter to seek the Stockholder Approval until the earlier of the date on which the Stockholder Approval is obtained or the Warrants are no longer outstanding. At our Annual Meeting of Stockholders held on September 3, 2026, which we adjourned until October 2, 2026, we submitted a proposal to approve the exercise of the Warrants; however, the proposal was not approved and the Annual Meeting has now been adjourned to October 30, 2026 to allow additional time to obtain the Stockholder Approval. There is no guarantee that the Stockholder Approval will ever be obtained. If we are unable to obtain the Stockholder Approval, the Warrants will not be exercisable and will have no value. In addition, these recurring stockholder meeting obligations will result in us incurring additional costs.

The market price of our Common Stock may not exceed the exercise price of the Warrants, and the Warrants may not be exercised for cash, in which case we will not receive cash proceeds from the exercise of the Warrants.

The exercise price of the Warrants is $4.06 per share. If the market price of our Common Stock does not exceed the exercise price during the exercise period, holders of the Warrants may be unlikely to exercise the Warrants for cash. In addition, under certain circumstances, the Warrants may be exercised on a cashless basis, in which case, we would not receive any cash proceeds from the exercise of the Warrants. If all of the Warrants were exercised for cash, we would receive aggregate gross proceeds of approximately $5,020,872. However, we cannot predict when and in what amounts or if the Warrants will be exercised, and it is possible that the Warrants may never be exercised for cash. We intend to use any proceeds received from the exercise of the Warrants for working capital and general corporate purposes. To the extent we do not receive cash proceeds from the exercise of the Warrants, our ability to fund our operations and capital needs could be adversely affected.

If a registration statement covering the resale of the shares underlying the Warrants is not effective, the Warrants may be exercised on a cashless basis, which would result in fewer shares being issued and no cash proceeds to the Company.

Under the terms of the Warrants, if, following the 90th day after the Issue Date (or the 180th day if the SEC reviews the registration statement), at a time when the Warrants are then exercisable, there is no effective registration statement registering the resale of the shares of Common Stock underlying the Warrants, the holder may exercise the Warrants on a cashless basis. In a cashless exercise, instead of paying the exercise price in cash, the holder would instead receive a net number of shares of Common Stock determined by a formula based on the difference between the then-current market price and the exercise price. If the Warrants are exercised on a cashless basis, we would not receive any cash proceeds from such exercise, and the number of shares issued would be fewer than in a cash exercise. However, the dilutive impact to existing stockholders could still be significant.

There is no public market for the Warrants.

There is no established public trading market for the Warrants, and we do not expect a market to develop. In addition, we do not intend to apply to list the Warrants on any securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Warrants will be limited.

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 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 the Securities and Exchange Commission ("SEC") and Nasdaq periodic reporting requirements due to late filings; the commercial, reputational and regulatory risks and impact on the trading and liquidity of our common stock in the event that the trading of our common stock is suspended due to non-compliance with existing and or proposed continued listing standards of the Nasdaq Stock Market; 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; our ability to obtain stockholder approval for the issuance of shares of Common Stock upon exercise of the Warrants; the expected proceeds from cash exercises of the Warrants, if any; 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, 2025, filed with the SEC on April 23, 2025, June 12, 2026, 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 7 changes

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 of the combined purchase price of $0.25 per Existing Warrant (the "New Warrant Consideration"), the selling stockholder received the Warrants to purchase up to an aggregate of 6,183,336 shares of our common stock.

The Warrants are immediately exercisable at an exercise price of $1.02 per share and will expire five years from the date of issuance. We agreed to file a resale registration statement covering the public resale of the shares of common stock issuable upon exercise of the 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 Warrants include a beneficial ownership limitation that prevents the selling stockholder from beneficially owning more than 4.99% of our outstanding common stock at any time.

This prospectus covers the public sale of up to 6,183,336 1,236,668 shares of common stock to be sold issuable upon exercise of the Warrants (as defined below) by Armistice Capital Master Fund Ltd., the selling stockholder. consisting of 6,183,336 shares of common stock issuable upon exercise of the 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 for cash, we will receive aggregate gross proceeds of $6,307,002.72. approximately $5,020,872.08. However, the Warrants are not currently exercisable and will not become exercisable until Stockholder Approval is obtained, and under certain circumstances, may be exercised on a cashless basis.

On October 27, 2025, August 10, 2026, we entered into a warrant an inducement offer to exercise agreement warrants (the "Warrant Exercise "Inducement Agreement") with the selling stockholder. Pursuant to the Inducement Agreement, the selling stockholder agreed to exercise certain outstanding for cash, at a reduced exercise price of $4.06 per share (the "Reduced Exercise Price"), existing warrants to purchase an aggregate of 3,091,668 618,334 shares of our common stock, which were originally issued to the selling stockholder on January 15, October 28, 2025 (the "Existing Warrants"). Pursuant to the Warrant Exercise Agreement, the with an exercise price of $10.20 per share (the "Existing Warrants"). was reduced from $2.15 per share to $1.02 per share.

In consideration for the exercise of the Existing Warrants at the Reduced Exercise Price, the Company issued to the selling stockholder additional unregistered common stock purchase warrants (the "Warrants") to purchase up to an aggregate of 1,236,668 shares of our common stock (the "New Warrant Shares"). The Warrants have an exercise price of $4.06 per share, subject to adjustment as provided in the Warrants, and have a term of five years from the date of the Stockholder Approval. The Warrants are not exercisable until Stockholder Approval is obtained. The Warrants include a beneficial ownership limitation that prevents the selling stockholder from beneficially owning more than 4.99% or, at the holder's election, 9.99% of our outstanding common stock at any time.

We agreed to file a resale registration statement covering the public resale of the New Warrant Shares with the SEC, and to use commercially reasonable efforts to have such resale registration statement become effective within 90 calendar days following the date of the Inducement Agreement. We agreed to keep such resale registration statement effective at all times until no holder of the Warrants owns any Warrants or New Warrant Shares.

The gross proceeds to us from the exercise of the Existing Warrants were approximately $3.1 $2.5 million, prior to deducting placement agent fees and estimated offering expenses. Maxim Group LLC (the "Placement Agent") acted as the exclusive placement agent in connection with the Warrant Exercise Inducement Agreement and received a cash fee equal to 6.0% 5.0% of the gross proceeds The closing pursuant and reimbursement of expenses up to $20,000. The Warrant Exercise Agreement closing occurred on October 27, 2025. August 11, 2026. We intend to use the net proceeds for working capital and general corporate purposes. including repayment of a portion of our outstanding secured note.

Use of proceeds 1 change

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We will, however, receive cash proceeds equal to the exercise price of the Warrants. Accordingly, we may receive aggregate gross proceeds of $6,307,002.72 assuming that the Warrants are exercised in full at an exercise price of $1.02 $4.06 per share, we will receive aggregate gross proceeds of $5,020,872.08. We expect to use any proceeds received by us from the exercise of the Warrants for working capital and general corporate purposes. including repayment of all or However, the Warrants will not become exercisable until we receive Stockholder Approval, and there can be no assurance that Stockholder Approval will be obtained. In addition, under certain circumstances, the Warrants may be exercised on a portion of our outstanding secured note. cashless basis, in which case we would not receive any cash proceeds.

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Determination of offering price 1 change

The selling stockholder will offer common stock at the prevailing market prices or privately negotiated prices. The offering price of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our common stock may not trade at The market prices in excess price of the offering prices for our common stock in any public market will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for our common stock.

Selling stockholder 11 changes

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The selling stockholder identified in the following table is offering for resale 6,183,336 1,236,668 shares of our common stock. All of the securities were shares are issuable upon exercise of Warrants previously issued to the selling stockholder in the 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: September 30, 2026:

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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.

Excludes 1,236,668 shares of common stock issuable upon exercise of the Warrants, which are not exercisable within 60 days because the Stockholder Approval has not been obtained.

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 10,836,618 2,035,149 shares of our common stock outstanding on November 13, 2025. September 30, 2026. Except as indicated by footnote, and subject to applicable community property laws, we believe that the beneficial owners owner of the common stock listed below have above has sole voting power and investment power with respect to their such shares. The selling stockholder is not affiliated with a broker-dealer registered under the Exchange Act.

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All share amounts and per share prices set forth in this section have been adjusted to give effect to all reverse stock splits of our common stock effected since October 2023, including the 1-for-18 reverse stock split effected on December 21, 2023 and the 1-for-10 reverse stock split effected on April 30, 2026.

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 7,500 shares of common stock, 17,200,000 95,556 pre-funded warrants, and 18,550,000 103,056 warrants to purchase common stock to the selling stockholder in a public offering at a price of $0.175 $31.50 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 1,030,556 103,056 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 $31.50 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 1,030,556 103,056 shares of the Company's common stock and new unregistered Series B warrants to purchase an aggregate of 1,030,556 103,056 shares of the Company's common stock, and the Company also agreed to reduce the exercise price of the existing warrants to $1.85 $18.50 per share. The new warrants were immediately exercisable at an exercise price of $1.85 $18.50 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 2,061,112 206,111 shares of the Company's common stock at an exercise price of $1.85 $18.50 per share, which were originally issued to the selling stockholder on September 13, 12, 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 1,545,834 154,583 shares of the Company's common stock and new unregistered Series B warrants to purchase up to an aggregate of 1,545,834 154,583 shares of the Company's common stock.

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 3,091,668 309,167 shares of the Company's common stock at a reduced exercise price of $1.02 $10.20 per share, which were originally issued to the selling stockholder on January 15, 2025 with an exercise price of $2.15 $21.50 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 6,183,336 618,334 shares of the Company's common stock at an exercise price of $1.02 $10.20 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 were previously registered on Form S-1 (File No. 333-291728).

On August 10, 2026, we entered into the Inducement Agreement with the selling stockholder, pursuant to which the selling stockholder agreed to exercise its existing warrants to purchase an aggregate of 618,334 shares of common stock at a reduced exercise price of $4.06 per share. In consideration for the exercise of the existing warrants, we issued the Warrants to the selling stockholder to purchase an aggregate of 1,236,668 shares of the Company's common stock at an exercise price of $4.06 per share, subject to adjustment. The Warrants will not be exercisable until the Company obtains the Stockholder Approval as required by Nasdaq listing rules, and will have a term of five years from the date of the Stockholder Approval. The shares underlying the Warrants are the subject of this Registration Statement on Form S-1.

Plan of distribution 2 changes

We are registering 6,183,336 1,236,668 shares of our common stock 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 occur 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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The selling stockholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. supplement and accompanying prospectus.

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Description of the securities 12 changes

The following summary description of our common stock is based on the provisions of our certificate of incorporation and bylaws, which are incorporated by reference into the registration statement which includes this prospectus, and the applicable provisions of the Delaware General Corporation Law ("DGCL"). This information may not be complete in all respects and is qualified in its entirety by reference to the provisions of our certificate of incorporation, bylaws and the DGCL. For information on how to obtain copies of our certificate of incorporation and bylaws, see the information below under the heading " Where You Can Find Additional More Information ."

Authorized . We currently have authority to issue up to 170,000,000 shares of common stock, $0.0001 par value per share. As of November 13, 2025, September 30, 2026, we had 10,836,618 2,035,149 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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Transfer Agent and Registrar . The transfer agent and registrar for our common stock is Broadridge Corporate Issuer Solutions, Inc. Warrants As of the date of this prospectus, we have outstanding Warrants to purchase up to 1,236,668 shares of common stock. The following is a summary of the material terms of the Warrants. This summary is subject to and qualified in its entirety by the form of New Warrant filed as an exhibit to the registration statement of which this prospectus is a part.

Exercisability . The Warrants are not exercisable until the Company obtains Stockholder Approval as required by the applicable rules and regulations of the Nasdaq Stock Market. The Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering a duly executed exercise notice accompanied by payment of the exercise price.

Exercise Price . The exercise price per share of common stock purchasable upon exercise of the Warrants is $4.06 per share, subject to adjustment as described below.

Term . The Warrants will expire on the fifth anniversary of the date on which Stockholder Approval is obtained (the "Termination Date"). On the Termination Date, to the extent not previously exercised, the Warrants will be automatically exercised via cashless exercise.

Cashless Exercise . If, at any time after the 90th day following the issuance date of the Warrants (or the 180th day if the Securities and Exchange Commission reviews the registration statement of which this prospectus forms a part) at a time when the Warrants are then exercisable, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the shares of common stock underlying the Warrants, the holder may exercise the Warrants on a cashless basis. In a cashless exercise, the holder would receive a net number of shares of common stock determined by a formula based on the difference between the then-current market price and the exercise price, divided by the then-current market price.

Beneficial Ownership Limitation . A holder may not exercise any portion of a New Warrant to the extent that the holder, together with its affiliates, would beneficially own more than 4.99% (or, at the holder's election, 9.99%) of the outstanding shares of common stock immediately after exercise.

Anti-Dilution Adjustments . The exercise price and the number of shares issuable upon exercise of the Warrants are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common stock.

Transferability . Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.

No Voting Rights . Except as otherwise provided in the Warrants or by virtue of the holder's ownership of shares of our common stock, the holders of the Warrants do not have the rights or privileges of holders of our common stock, including any voting rights, until such holders exercise their Warrants.

Transfer Agent and Registrar . The transfer agent and registrar for our common stock is Broadridge Corporate Issuer Solutions, Inc. Preferred Stock The following summary description of our preferred stock is based on the provisions of our certificate of incorporation and bylaws, which are incorporated by reference into the registration statement which includes this prospectus, and the applicable provisions of the DGCL. This information may not be complete in all respects and is qualified in its entirety by reference to the provisions of our certificate of incorporation, bylaws and the DGCL. For information on how to obtain copies of our certificate of incorporation and bylaws, see the information below under the heading " Where You Can Find Additional More Information ."

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Experts 1 change

The financial statements of BIO-key International, Inc. as of December 31, 2024 2025 and 2023 2024 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 LLC, the Company's former independent registered public accounting firm (which report includes an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern), given on the authority of said firm as experts in auditing and accounting. On July 2, 2026, the Audit Committee of the Company's Board of Directors approved the engagement of M&K CPAS, PLLC as the Company's independent registered public accounting firm, and on July 7, 2026, the Company dismissed Bush & Associates CPA LLC.

Incorporation of certain information by reference 5 changes

1 unchanged paragraph

Annual Report on Form 10-K for the fiscal year ended December 31, 2024 2025, filed on June 12, 2026 , as amended by the Form 10-K/A, filed on June 15, 2026 ;

Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 ; June 30, 2025 ; 2026 and September June 30, 2025 2026 ;

Current Reports on Form 8-K filed with the SEC on April 22, 2026 ; April 24, 2026 ; April 29, 2026 ; May 12, 2026 ; June 10, 2026 ; July 9, 2026 ; August 13, 2026 ; September 8, 2026 ; October 2, 2026 ; and October 6, 2026 .

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 6,183,336 1,236,668 Shares of Common Stock

1 unchanged paragraph

Recent Sales of Unregistered Securities 7 changes

The following sets forth information regarding all unregistered securities sold by us in transactions that were exempt from the requirements of the Securities Act in the last three years (other than the offering described herein). The share and per share amounts set forth below relating to transactions consummated prior to April 30, 2026 have not been adjusted to reflect the 1-for-10 reverse stock split of our common stock effected on April 30, 2026.

On October 27, 2025, August 10, 2026, we entered into a warrant exercise an inducement agreement (the "October Warrant Exercise "August Inducement Agreement") with the selling stockholder. Pursuant to the August Inducement Agreement, the selling stockholder agreed to exercise certain outstanding for cash all of its existing warrants to purchase an aggregate of 3,091,668 618,334 shares of the Company's common stock, which were originally issued to the selling stockholder on January 15, October 28, 2025 (the "Existing Warrants"). Pursuant to with an exercise price of $10.20 per share (the "October Warrant Exercise Agreement, 2025 Warrants"). The exercise price of the Existing October 2025 Warrants was reduced from $2.15 per share to $1.02 $4.06 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 April 25, 2025 (File No. 333-286776). In consideration for the exercise of the Existing Warrants, subject to compliance with the beneficial ownership limitations included in the Existing October 2025 Warrants, and the payment by the selling stockholder of the combined purchase price of $0.25 per Existing Warrant, the selling stockholder received new warrants to purchase up to an aggregate of 6,183,336 1,236,668 shares of the Company's common stock (the "Warrants"). The Warrants are immediately exercisable at have an exercise price of $1.02 $4.06 per share, will expire not be exercisable until the Company obtains stockholder approval as required by Nasdaq listing rules, and will have a term of five years from the date of issuance, and such stockholder approval. The Warrants include a beneficial ownership limitation that prevents the selling stockholder from beneficially owning more than 4.99% or, at the holder's election, 9.99% of the Company's outstanding common stock at any time. The gross proceeds to the Company under from the October Warrant exercise Agreement of the October 2025 Warrants were approximately $3.1 million, $2,510,436, prior to deducting placement agent fees and estimated offering expenses. Maxim Group LLC ("Maxim") acted as the exclusive placement agent to the Company and received an aggregate a cash fee equal to 6.0% 5.0% of the gross proceeds received by the Company and reimbursement of expenses up to $20,000. The Warrants were issued in a private placement transaction to 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 September 29, 2026, we entered into four exchange agreements with Streeterville Capital, LLC ("Streeterville"), pursuant to which we exchanged partitioned notes with an aggregate outstanding balance of $416,315.80 for an aggregate of 247,805 shares of our common stock. On August 10, 2026 and July 28, 2026, we entered into exchange agreements with Streeterville pursuant to which we exchanged partitioned notes for 37,792 shares and 43,308 shares of our common stock, respectively. On October 27, 2025, we entered into two exchange agreements with Streeterville pursuant to which we partitioned from the Secured Promissory Note dated June 24, 2024, in the original principal amount of $2,360,000 (the "Original Note"), two new promissory notes in the aggregate principal amount of $327,991 and exchanged such partitioned notes for an aggregate of 429,027 shares of our common stock. Between May 30, 2025 and September 17, 2025, we entered into exchange agreements with Streeterville pursuant to which we partitioned from the Original Note new promissory notes in the aggregate principal amount of $600,000 and exchanged such partitioned notes for an aggregate of 753,084 shares of our common stock. On January 15, 2025, we entered into two exchange agreements with Streeterville pursuant to which we partitioned from the Original Note two new promissory notes in the aggregate principal amount of $834,000 and exchanged such partitioned notes for an aggregate of 489,635 shares of our common stock. On January 8, 2025, we entered into an exchange agreement with Streeterville pursuant to which we partitioned from the Original Note a new promissory note in the principal amount of $25,000 and exchanged such partitioned note for of 14,970 shares of our common stock The foregoing shares were issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

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, 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 up to purchase 1,545,834 an aggregate of 6,183,336 shares of the Company's common stock (the new "Warrants"). have substantially The same terms, shares underlying these warrants 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. previously registered on Form S-1 (File No. 333-291728). 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 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 12, 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.

2 unchanged paragraphs

On December 22, 2022, we entered into and closed a securities purchase agreement with AJB Capital Investments, LLC ("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 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 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.

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 to purchase one and one-half shares of common stock, at a purchase price of $3.132 per pre-funded unit. In the aggregate, we issued to the accredited investor 48,473 shares of common stock, 126,131 pre-funded warrants, and 261,905 261,906 common warrants pursuant to the securities purchase agreement. We received gross proceeds of approximately $550,000, 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 accredited investor would beneficially own in excess of 4.99% of the Company's issued and outstanding common stock. 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 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, a broker dealer registered under the Exchange Act.

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 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 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) 10.22 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) 10.23 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) 10.24+ 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) 10.25+ 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) 10.26 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) 10.27 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) 10.28 $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) 10.29 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) 10.30*** 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) 10.31*** 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) 10.33 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 SEC on June 28, 2024) 10.34 $2,360,000 Secured Promissory Note dated June 24, 2024 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed with the SEC on June 28, 2024) 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 on Form 8-K filed with the SEC on June 28, 2024) 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 on Form 8-K filed with the SEC on June 28, 2024) 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 on Form 8-K filed with the SEC on June 28, 2024) 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 on Form 8-K filed with the SEC on September 16, 2024) 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 current report on Form 8-K filed with the SEC on December 3, 2024) 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 current report on Form 8-K filed with the SEC on January 16, 2025) 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 current report on Form 8-K filed with the SEC on January 16, 2025) 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 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) 3.11 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 April 29, 2026) 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 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 current report on Form 8-K filed with the SEC on January 16, 2025) 4.15 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K filed with the SEC on August 13, 2026) 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) 10.22 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) 10.23 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) 10.24+ 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) 10.25+ 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) 10.26 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) 10.27 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) 10.28 $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) 10.29 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) 10.30*** 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) 10.31*** 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) 10.33 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 SEC on June 28, 2024) 10.34 $2,360,000 Secured Promissory Note dated June 24, 2024 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K filed with the SEC on June 28, 2024) 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 on Form 8-K filed with the SEC on June 28, 2024) 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 on Form 8-K filed with the SEC on June 28, 2024) 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 on Form 8-K filed with the SEC on June 28, 2024) 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 on Form 8-K filed with the SEC on September 16, 2024) 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 reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on December 3, 2024) 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 current report on Form 8-K filed with the SEC on January 16, 2025) 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 current report on Form 8-K filed with the SEC on January 16, 2025) 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 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) 10.52 Form of Warrant Exercise Agreement, dated August 10, 2026, by and between BIO-key International, Inc. and the Investor (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC on August 13, 2026) 10.53 Form of Exchange Agreement, dated September 29, 2026, by and between BIO-key International, Inc. 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 2, 2026) 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 12, 2026) 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.

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(5) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) (6) 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 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 November 21, 2025. October 9, 2026.

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