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BCS

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
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Company context

Current securities

Historical securities (8)

Recent company filings

  1. Submission of Matters to a Vote of Security HoldersOct 30, 2026
  2. S-1/A filingOct 30, 2026
  3. S-1 filingOct 9, 2026
  4. DEFA14A filingOct 6, 2026
  5. Submission of Matters to a Vote of Security Holders · Other EventsOct 6, 2026

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, 9.01

Select 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.

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