8-K: BIO-key Faces Nasdaq Suspension, Moves to OTC Markets

BIO-key International's common stock will be suspended from Nasdaq trading effective May 12, 2026, due to bid price and late filing issues, with trading to commence on OTC Markets the following day.

Summary

• BIO-key International received notification from Nasdaq that its common stock trading will be suspended effective May 12, 2026, due to not meeting the minimum $1 bid price for ten consecutive trading days and failing to file its Annual Report on Form 10-K for the year ended December 31, 2025.
• The company's shares will begin trading on the OTC Market under the same symbol (BKYI) starting May 13, 2026.
• BIO-key intends to request a hearing before a Nasdaq Hearings Panel to demonstrate compliance and seek to restore its Nasdaq listing.
• The company implemented a 1-for-10 reverse stock split effective April 30, 2026, which raised the share price above $1, but the timing prevented it from meeting the 10-day consecutive requirement by the May 4th deadline.
• Despite the Nasdaq suspension, BIO-key reports a strong business position with growing recurring revenue, significant interest in its biometric technology, a solid financial standing, and a streamlined cost structure.
• Management expects profitability in the first half of 2026, projecting a 50% revenue increase to $5 million for 1H26 compared to $3.3 million in 1H25, and achieving profitability in 1H26 versus a $1.9 million net loss in 1H25.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a negative sentiment due to the Nasdaq suspension and late filing, despite positive business outlook and revenue projections.

Positives

• Share price has been restored to above the $1 minimum closing bid requirement following a 1-for-10 reverse split.
• The company has secured approval to trade on the OTC Market, providing liquidity during the Nasdaq suspension.
• BIO-key anticipates achieving profitability in the first half of 2026.
• Projected 1H26 revenues are expected to rise 50% to $5 million, up from $3.3 million in 1H25.
• The company has a growing base of recurring revenue.
• There is significant interest in BIO-key's biometric technology for cybersecurity solutions.
• BIO-key maintains a solid financial position and a streamlined cost structure.

Negatives

• Trading of common stock suspended on Nasdaq effective May 12, 2026.
• Failure to meet Nasdaq's minimum bid price requirement for ten consecutive trading days by May 4, 2026.
• Failure to file the Annual Report on Form 10-K for the year ended December 31, 2025.
• The company is ineligible for a compliance plan review due to the late Form 10-K filing.
• There is no assurance that the Nasdaq Hearings Panel will grant relief from the suspension.

Risks

• Potential for permanent delisting from Nasdaq if compliance is not regained.
• The company's ability to continue as a going concern.
• Risks associated with protecting intellectual property.
• Market acceptance of biometric products and those under development.
• Ability to convert sales opportunities into customer contracts.
• Fluctuations in foreign currency exchange rates.
• Impact of geopolitical events (e.g., hostilities in Ukraine) on European customers.
• Potential disruption to business if effective internal controls over financial reporting cannot be maintained.

Future Outlook

BIO-key expects to achieve profitability in the first half of 2026, with projected revenues of $5 million for 1H26, a 50% increase over 1H25. The company also anticipates its 1H26 cash position to remain consistent with its year-end 2025 position.

Management Comments

• Through shareholder support and our concerted efforts to regain compliance with Nasdaqs continued listing standards via a reverse split, we have restored our share price to a level well in excess of Nasdaqs $1 minimum closing bid price requirement.
• Unfortunately, due to the timing of the reverse split, we were unable to maintain this share price level for the previous 10 trading days and our listing currently has been suspended.
• We are undertaking corrective measures to regain compliance, including retaining expert listing consultants to assist us in this process.
• With their guidance, we are taking steps that we believe provide us the best opportunity to have trading resume on Nasdaq expeditiously.
• Despite this action, our business has never been in a stronger position, with a growing base of recurring revenue, significant interest in our biometric technologys ability to solve pervasive cybersecurity vulnerabilities, a solid financial position, and a streamlined cost structure.
• All of these factors support our expectation of achieving profitability in the first half of 2026 as we previewed last month.

Industry Context

StockSavvy.ai notes that BIO-key's situation highlights the stringent listing requirements of major exchanges like Nasdaq, particularly concerning bid price and timely financial reporting. The move to OTC Markets is a common strategy for companies facing delisting, allowing continued trading while they work to rectify compliance issues. The company's focus on biometric authentication and IAM is a growing sector within cybersecurity, but success hinges on navigating regulatory hurdles and market competition.

Stakeholder Impact

• Shareholders: Potential for reduced liquidity and market visibility due to trading on OTC Markets, alongside uncertainty regarding Nasdaq relisting.
• Employees: Potential concern over company stability and future prospects due to Nasdaq delisting, though management emphasizes business strength.
• Creditors: May face increased scrutiny regarding the company's financial stability and ability to meet obligations, although the company reports a solid financial position.

Next Steps

• Request a hearing before a Nasdaq Hearings Panel to demonstrate compliance and seek to restore Nasdaq listing.
• Continue efforts to regain compliance with Nasdaq's bid price and periodic reporting requirements.
• Trade on the OTC Market under the symbol BKYI.
• Work with expert listing consultants to facilitate the process of resuming Nasdaq trading.

Key Dates

Recommendation

While the company projects strong revenue growth and profitability, the immediate Nasdaq suspension and failure to file its annual report introduce significant uncertainty and risk. Investors should hold to monitor the outcome of the Nasdaq appeal and the company's ability to regain listing compliance, while acknowledging the potential for continued volatility.

Keywords

BIO-key International, Nasdaq suspension, OTC Markets, bid price compliance, Form 10-K, biometric authentication, identity and access management, reverse stock split