8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2025

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02          Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

BIO-key International, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on Friday, August 8, 2025. At the Annual Meeting, the stockholders approved: (i) an amendment to the BIO-key International, Inc. 2023 Stock Incentive Plan; and (ii) an amendment to the BIO-key International, Inc. 2021 Employee Stock Purchase Plan.

The 2023 Stock Incentive Plan was amended to increase the number of shares available for issuance under the plan by an additional 700,000 shares. Other than increasing the number of shares of common stock available for issuance, the 2023 Stock Incentive Plan was unchanged.

The 2021 Employee Stock Purchase Plan was amended to increase the number of shares available for issuance under the plan by an additional 700,000 shares. Other than increasing the number of shares of common stock available for issuance, the 2021 Employee Stock Purchase Plan was unchanged.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ex_855400.htm

Exhibit 10.1

AMENDMENT NO. 1 TO

BIO-KEY INTERNATIONAL, INC.

2023 STOCK INCENTIVE PLAN

This Amendment No. 1 (the “Amendment”) to the BIO-key International, Inc. 2023 Stock Incentive Plan (the “Plan”) is effective as of August 8, 2025, the date it was approved by the Company’s stockholders. Capitalized terms used but not defined herein have the same meanings as in the Plan.

WHEREAS, the Company currently awards incentive compensation to Eligible Recipients under the Plan, which was approved by the Company’s stockholders and became effective on December 14, 2023.

WHEREAS, the Company desires to amend the Plan to increase the number of shares of Common Stock reserved for issuance under the Plan by 700,000 shares.

WHEREAS, this Amendment requires the approval of the Company’s stockholders.

WHEREAS, the Board, upon the recommendation of the Compensation Committee, which has been designated as the Committee by the Board under Section 2.8 and Section 3.1 of the Plan, approved this Amendment on June 18, 2025, subject to the approval of the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders, to increase the number of shares of Common Stock reserved for issuance under the Plan by 700,000 shares, from 333,334 shares to 1,033,334 shares, and to amend the Plan as set forth in this Amendment.

NOW, THEREFORE, the Plan shall be amended as follows:

1. Section 4.1 of the Plan is hereby amended and restated in its entirety to read:

“4.1.     Maximum Number of Shares Available. Subject to adjustment as provided in Section 4.4 of this Plan, the maximum number of shares of Common Stock that will be available for issuance under this Plan will be 1,033,334.”

2.         Section 4.2(a) of the Plan is hereby amended and restated in its entirety to read:

“(a)    the maximum aggregate number of shares of Common Stock that will be available for issuance pursuant to Incentive Stock Options under this Plan will be 1,033,334 shares (except in the case of Incentive Stock Options granted as a result of the Company’s assumption or substitution of like awards issued by any acquired, merged or consolidated entity pursuant to the applicable transaction terms);”

3.         Section 4.2(b) of the Plan is hereby amended and restated in its entirety to read:

“(b)    the maximum aggregate number of shares of Common Stock that will be available for issuance pursuant to Incentive Awards, other than Options or Stock Appreciation Rights, under this Plan will be 977,778 shares (except in the case of Incentive Awards granted as a result of the Company’s assumption or substitution of like awards issued by any acquired, merged or consolidated entity pursuant to the applicable transaction terms); and”

4.         Except as modified herein, all other terms and conditions of the Plan shall remain in full force and effect, and in the event of a conflict between this Amendment and the Plan, this Amendment shall control.

ex_855401.htm

Exhibit 10.2

AMENDMENT NO. 1 TO

BIO-KEY INTERNATIONAL, INC.

2021 EMPLOYEE STOCK PURCHASE PLAN

This Amendment No. 1 (the “Amendment”) to the BIO-key International, Inc. 2021 Employee Stock Purchase Plan (the “Plan”) is effective as of August 8, 2025, the date it was approved by the Company’s stockholders. Capitalized terms used but not defined herein have the same meanings as in the Plan.

WHEREAS, Eligible Employees may acquire Shares on favorable terms through payroll deductions under the Plan, which was approved by the Company’s stockholders and became effective on June 18, 2021.

WHEREAS, the Company desires to amend the Plan to increase the number of Shares reserved for issuance under the Plan by 700,000 Shares.

WHEREAS, this Amendment requires the approval of the Company’s stockholders.

WHEREAS, the Board, upon the recommendation of the Compensation Committee, which has been designated as the Committee by the Board under Section 2(b) of the Plan, approved this Amendment on June 18, 2025, subject to the approval of the Company’s stockholders at the Company’s 2025 Annual Meeting of Stockholders, to increase the number of Shares by 700,000 Shares, from 43,834 Shares to 743,834 Shares, and to amend the Plan as set forth in this Amendment.

NOW, THEREFORE, the Plan shall be amended as follows:

1. Section 13(a) of the Plan is hereby amended and restated in its entirety to read:

“(a)     Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 of the Plan, a maximum of 743,834 Shares shall be made available for sale under the Plan and no more than a maximum of 743,834 Shares may be issued on each Exercise Date. If any Option granted under the Plan shall for any reason terminate without having been exercised, the Shares not purchased under such Option shall again become available for issuance under the Plan. The Shares subject to the Plan may be unissued shares or reacquired shares bought on the market or otherwise.”

2.         Except as modified herein, all other terms and conditions of the Plan shall remain in full force and effect, and in the event of a conflict between this Amendment and the Plan, this Amendment shall control.