BIO-key International (BKYI) Registration filing summary

Company overview and business model

• Enterprise IAM provider combining PortalGuard and hosted PortalGuard IDaaS with biometric authentication and 17 authentication factors; also supplies large-scale civil ID platforms and FBI-certified scanner hardware.

• SaaS subscriptions are generally noncancelable, average ~1 year, and priced mainly by product and enrolled users; sales run through direct teams and 85+ channel participants.

• Strategy targets government, higher education, financial services, healthcare and other regulated sectors, while pursuing global identification projects, channel growth and selective IAM acquisitions.

Financial performance and metrics

• Historical losses and limited revenue are identified as risks; the auditor’s report on FY2025 and FY2024 financial statements includes substantial doubt about ability to continue as a going concern.

• As of Oct. 28, 2026, 2,035,149 common shares were outstanding; full exercise of the offered warrants would bring the stated total to 3,271,817 shares.

Use of proceeds and capital allocation

• Resale proceeds go entirely to Armistice Capital Master Fund; no proceeds arise from selling the registered shares, while cash exercise of all warrants would yield $5,020,872.08 gross for working capital and general corporate purposes.

• Warrants may be exercised cashlessly in specified circumstances, producing no cash proceeds; prior Aug. 2026 warrant exercises generated ~$2.5 million gross before placement fees and expenses.

• Registration costs, including filing fees and counsel and accounting expenses, are borne by the issuer; estimated issuance and distribution expenses total $14,189.