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8-K2026-05-12· grok-4-1-fast-non-reasoning

BKYI · BIO-key International, Inc.

0001437749-26-016455

SEC filing

Summary

BIO-key International, Inc. received Nasdaq notice of delisting due to failure to comply with the $1 bid price rule and delayed 10-K filing, with trading suspended effective May 13, 2026, and moving to OTC Markets.

Key takeaways

Full analysis

BIO-key International, Inc. faces immediate suspension of its common stock trading on the Nasdaq Capital Market at the opening of business on May 13, 2026, following a May 6, 2026, notice from Nasdaq staff. The primary violation stems from failure to maintain a closing bid price of at least $1.00 per share for 10 consecutive business days as of May 4, 2026, under Nasdaq Listing Rule 5550(a)(2). Compounding this, the Company has not filed its Annual Report on Form 10-K for the year ended December 31, 2025, breaching Nasdaq Listing Rule 5250(c)(1), which also renders it ineligible for a compliance plan review under Rule 5810(c). A Form 25-NSE will be filed with the SEC to effect the delisting. The Company plans to request a hearing before Nasdaq's Hearings Panel by May 13, 2026, and pursue all reasonable steps to regain compliance and retain its Nasdaq listing, though success is not assured. Trading will shift to OTC Markets under the unchanged ticker 'BKYI' starting May 13, 2026. Contextually, a stockholder-approved 1-for-10 reverse stock split became effective April 30, 2026, lifting the share price above $1.00 for recent days, but Nasdaq's updated rules requiring 10 calendar days' advance notice for reverse splits and 10 consecutive trading days of compliance delayed achievement of the standard. This transition to OTC Markets may reduce liquidity and visibility for investors, heightening execution risks despite the Company's stated business momentum and profitability expectations for 1H 2026.