Current Report · Items 1.01, 3.02, 9.01 · 8-K
BIO-key International, Inc.
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
Item 1.01 Entry into a Material Definitive Agreement. On September 29, 2026, BIO-key International, Inc. (the “Company”) entered into four separate Exchange Agreements (the “Exchange Agreements”) with Streeterville Capital, LLC (“Lender”), to whom the Company previously issued that certain Secured Promissory Note, dated September 30, 2025, in the original principal amount of $1,130,000 (the “Original Note”).…
Filed Oct 2, 2026Accepted Oct 2, 2026, 5:02 PM EDTCIK 1019034Accession 0001437749-26-031903
Company context
Current securities
Historical securities (8)
Registered securities in this filing
BIO-key International, Inc. · 8-K · Filed 2026-10-02
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock
- Symbol
- BKYI
- Exchange
- NASDAQ
- Classification
- COMMON
Filing context
Context: d20268K
Dimensions: Not supplied
Accession 000143774926031903 · 1 registered-security cover member
Read the exact SEC filing ↗Disclosure sections
Items 1.01, 3.02, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On September 29, 2026, BIO-key International, Inc. (the “Company”) entered into four separate Exchange Agreements (the “Exchange Agreements”) with Streeterville Capital, LLC (“Lender”), to whom the Company previously issued that certain Secured Promissory Note, dated September 30, 2025, in the original principal amount of $1,130,000 (the “Original Note”).
Pursuant to the Exchange Agreements, the Company and Lender agreed to (i) partition from the Original Note four new Promissory Notes (the “Partitioned Notes”) in the original principal amounts of $68,315.80, $116,000, $117,000, and $115,000, respectively (ii) cause the outstanding balance of the Original Note to be reduced by $416,315.80, the aggregate principal amount of the Partitioned Notes, and (iii) exchange each of the Partitioned Notes for an aggregate of 247,805 shares (the “Exchange Shares”) of the Company’s Common Stock. As a result of the Exchange Agreements, the Original Note has been paid in full.
The foregoing description of the Exchange Agreements is not complete and is qualified in its entirety by reference to the form of Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sale of Equity Securities.
The information in Item 1.01 above is incorporated herein by reference. The issuance of the Exchange Shares pursuant to the Exchange Agreements was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and was effected pursuant to the exemption from the registration requirements of the Securities Act provided in Section 3(a)(9) of the Securities Act.
This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.