Bio Key International: Securities offering (amended)

Cover page 7 changes

As filed with the Securities and Exchange Commission on October 9 30 , 2026

Registration No. 333- 333-299399

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PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED OCTOBER 9 30 , 2026

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Our common stock is listed on the Nasdaq Capital Market under the symbol "BKYI." On October 8, 29, 2026, the closing price of our common stock was $1.74 $2.93 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 8 9 for more information about how the selling stockholder may sell or dispose of the shares of common stock offered hereby.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

THE WARRANT INDUCEMENT TRANSACTION

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Prospectus summary 19 changes

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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 distributor 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.

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BIO-key International, Inc.

Common stock offered by selling stockholder:

1,236,668 shares of common stock

Common stock outstanding before this offering:

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

Common stock outstanding after completion of this offering (assuming full exercise of the warrants that are exercisable for shares of common stock offered hereby):

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

The selling stockholder, including its transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of the shares of common stock offered by this prospectus from time to time on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price, or at negotiated prices.

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 approximately $5,020,872.08, which we expect to use for working capital and general corporate purposes. However, the 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 ".

Listing of common stock:

Our common stock is listed on the Nasdaq Capital Market under the ticker symbol "BKYI".

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.

The offering 16 changes

This prospectus covers the public sale of up to 1,236,668 shares of common stock issuable upon exercise of the Warrants (as defined below) by Armistice Capital Master Fund Ltd., the selling stockholder. 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 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 August 10, 2026, we entered into an inducement offer to exercise warrants (the "Inducement Agreement") with the selling stockholder. Pursuant to the Inducement Agreement, the selling stockholder agreed to exercise for cash, at a reduced exercise price of $4.06 per share (the "Reduced Exercise Price"), existing warrants to purchase an aggregate of 618,334 shares of our common stock, which were originally issued to the selling stockholder on October 28, 2025 with an exercise price of $10.20 per share (the "Existing Warrants").

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 $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 Inducement Agreement and received a cash fee equal to 5.0% of the gross proceeds and reimbursement of expenses up to $20,000. The closing occurred on August 11, 2026. We intend to use the net proceeds for working capital and general corporate purposes.

BIO-key International, Inc.

Common stock offered by selling stockholder:

1,236,668 shares of common stock

Common stock outstanding before this offering:

2,035,149 shares of common stock (as of October 28, 2026)

Common stock outstanding after completion of this offering (assuming full exercise of the warrants that are exercisable for shares of common stock offered hereby):

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

The selling stockholder, including its transferees, donees, pledgees, assignees and successors-in-interest, may sell, transfer or otherwise dispose of any or all of the shares of common stock offered by this prospectus from time to time on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions. The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price, or at negotiated prices.

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 approximately $5,020,872.08, which we expect to use for working capital and general corporate purposes. On October 30, 2026, our stockholders approved the issuance of the shares of common stock issuable upon exercise of the Warrants as required by Nasdaq listing rules (the "Stockholder Approval"), and the Warrants are now exercisable. 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 ".

Listing of common stock:

Our common stock is listed on the Nasdaq Capital Market under the ticker symbol "BKYI".

Risk factors 10 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 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 October 28, 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.

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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 2,035,149 shares of common stock outstanding as of September 30, October 28, 2026. Under this registration statement, we are registering the resale of 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 38% of our outstanding common stock following such exercise. In addition, we may sell additional shares of common stock in subsequent offerings.

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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.

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Forward-looking statements 1 change

All statements other than statements of historical facts contained in this prospectus, including statements regarding our future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words "anticipate," "believe," "should," "estimate," "will," "may," "future," "plan," "intend" and "expect" and similar expressions generally identify forward-looking statements. These statements are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include, without limitation, our history of losses and limited revenue; our ability to raise additional capital; 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 PortalGuard 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 Systems' 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 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, 2025, filed with the SEC on 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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Use of proceeds 1 change

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We will, however, receive cash proceeds equal to the exercise price of the Warrants. Accordingly, assuming that the Warrants are exercised in full at an exercise price of $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. 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 cashless basis, in which case we would not receive any cash proceeds.

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Selling stockholder 7 changes

When we refer to the " selling stockholder " in this prospectus, we mean the persons or entities specifically identified in the table below, as well as the permitted transferees, pledges, pledgees, donees, assignees, successors and other successors-in-interest who may subsequently hold any of the selling stockholder ' s interests other than through a public sale.

The selling stockholder identified in the following table is offering for resale 1,236,668 shares of our common stock. All of the shares are issuable upon exercise of Warrants previously issued to the selling stockholder in the private placement described under " The Offering" Warrant Inducement Transaction" .

The following table sets forth, based on information provided to us by the selling stockholder as of September 30, October 28, 2026:

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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.

Represents the number of shares of common stock issuable upon exercise of the Warrants that the selling stockholder may acquire without exceeding the beneficial ownership limitation contained in the Warrants. The Warrants prohibit the holder from exercising the Warrants to the extent the holder, together with its affiliates, would beneficially own more than 4.99% (or, upon election by the holder, 9.99%) of the number of shares of our common stock outstanding immediately after giving effect to such exercise. The percentage is calculated based on 2,035,149 shares of common stock outstanding on October 28, 2026, plus the 106,887 shares issuable upon exercise of the Warrants that are included in the number shown.

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 2,035,149 shares of our common stock outstanding on September 30, October 28, 2026. Except as indicated by footnote, and subject to applicable community property laws, we believe that the beneficial owner of the common stock listed above has sole voting power and investment power with respect to such shares. The selling stockholder is not affiliated with a broker-dealer registered under the Exchange Act.

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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 became 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 upon receipt of the Stockholder Approval on October 30, 2026 and expire on October 30, 2031. The shares underlying the Warrants are the subject of this Registration Statement on Form S-1.

Description of the securities 5 changes

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Authorized . We currently have authority to issue up to 170,000,000 shares of common stock, $0.0001 par value per share. As of September 30, October 28, 2026, we had 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 became exercisable until on October 30, 2026 upon receipt of 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.

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Term . The Warrants will expire on the October30, 2031the fifth anniversary of the date on which the Stockholder Approval is was obtained (the "Termination Date"). On the Termination Date, to the extent not previously exercised, the Warrants will be automatically exercised via cashless exercise.

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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.

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Where you can find more information 1 change

We file annual, quarterly and special reports, proxy statements and other documents with the SEC. You may read and copy any document we file at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. You should call 1-800-SEC-0330 for more information on the public reference room. The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers of securities, like us, that file electronically with the SEC. Our SEC filings are available to you on the SEC's Internet website. We also maintain a website at www.bio-key.com , which provides additional information about the Company. The contents of our website or any other website, however, are not a part of this prospectus and is are not incorporated by reference into this prospectus. Our website address is included as an inactive textual reference only.

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Incorporation of certain information by reference 1 change

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Definitive Proxy Statements on Schedule 14A filed with the SEC on March 16, 2026 and July 24, 2026 , and Definitive Additional Materials on Schedule 14A filed with the SEC on August 24, 2026 , September 8, 2026 and October 6, 2026 ;

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Recent Sales of Unregistered Securities 6 changes

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On August 10, 2026, we entered into an inducement agreement (the "August Inducement Agreement") with the selling stockholder. Pursuant to the August Inducement Agreement, the selling stockholder agreed to exercise for cash all of its existing warrants to purchase an aggregate of 618,334 shares of the Company's common stock, which were originally issued to the selling stockholder on October 28, 2025 with an exercise price of $10.20 per share (the "October 2025 Warrants"). The exercise price of the October 2025 Warrants was reduced to $4.06 per share. In consideration for the exercise of the October 2025 Warrants, the selling stockholder received new warrants to purchase up to an aggregate of 1,236,668 shares of the Company's common stock (the "Warrants"). The Warrants have an exercise price of $4.06 per share, will not be became exercisable until the Company obtains upon receipt of stockholder approval as required by Nasdaq listing rules on October 30, 2026, and will have a term of five years from the date of such stockholder approval. expire on October 30, 2031. 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 from the exercise of the October 2025 Warrants were approximately $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 a cash fee equal to 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.

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On January 15, 2025, we entered into a warrant exercise agreement (the "January Warrant Exercise Agreement") with the selling stockholder to exercise certain outstanding warrants to purchase an aggregate of 2,061,112 shares of the Company's common stock at an exercise price of $1.85 per share, which were originally issued to the selling stockholder on September 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 foregoing securities were issued in a private placement transaction to the selling stockholder pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act without engaging in any advertising or general solicitation of any kind.

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

On September 12, 2024, we entered into a warrant exercise agreement (the "September Warrant Exercise Agreement") with the selling stockholder to exercise certain outstanding warrants to purchase an aggregate of 1,030,556 shares of the Company's common stock originally issued to the selling stockholder on October 31, 2023, having an original exercise price of $3.15 per share. The issuance of the shares of common stock underlying these warrants was registered pursuant to a registration statement on Form S-1 (File No. 333-275003). In consideration for the immediate exercise of the existing warrants, the exercising holder received new unregistered Series A warrants to purchase up to an aggregate of 1,030,556 shares of the Company's common stock and new unregistered Series B warrants to purchase up to an aggregate of 1,030,556 shares of the Company's common stock, and the Company also agreed to reduce the exercise price of the existing warrants to $1.85 per share. The new warrants have substantially the same terms, are immediately exercisable at an exercise price of $1.85 per share, will expire five years from the date of issuance, and include a beneficial ownership limitation that prevents the selling stockholder from beneficially owning more than 4.99% of the Company's outstanding common stock at any time. The gross proceeds to the Company from the exercise of the existing warrants was approximately $1.9 million, prior to deducting placement agent fees and estimated offering expenses. The closing of the offering occurred on September 13, 2024. Maxim acted as the exclusive placement agent to the Company in consideration of an aggregate cash fee equal to 6.0% of the gross proceeds received by the Company from the exercise of the existing warrants. The forgoing foregoing securities were issued in a private placement transaction to the selling stockholder pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act without engaging in any advertising or general solicitation of any kind.

On December 20, 2023, we entered into and closed a securities purchase agreement with one accredited investor, pursuant to which we issued in a private placement common units, each consisting of one share of common stock and one common warrant to purchase one and one-half shares of common stock, at a purchase price of $3.15 per common unit and pre-funded units, each consisting of one pre-funded warrant to purchase one share of common stock and one common warrant 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 261,906 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 foregoing 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) 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) II-3 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) II-4 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) II-5 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 Streeterville 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) II-6 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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Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Holmdel, State of New Jersey, on October 9, 30, 2026.

14 unchanged paragraphs