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BIO KEY INTERNATIONAL INC logo
BKYI$2.31-5.71%

Bio Key International Inc.

Sector: Services-Prepackaged SoftwareIndustry: Information Technology ServicesCountry: USExchange: Nasdaq

Mkt Cap$4.7M
Float & O/S
Inst Own

DilutionScan read 26 of BIO KEY INTERNATIONAL INC's SEC filings and found 8 warrant series, 3 S-1 registrations and 6 completed offerings on file for BKYI. The latest dilution event on file is a registration statement on Oct 9, 2026. Analysis updated Oct 30, 2026.

Signal8 Summary

BKYI

Going-concern warning, severe dilution overhang

Snapshot

BIO-key is a tiny identity-security micro-cap with $6.1M in FY 2025 revenue, down 12% YoY, though healthy 77.5% gross margin. It lost $4.6M for the year and burned $4.7M in free cash flow.

What's Happening Right Now

  • : BIO-key filed an S-1 registering 1.24M warrant shares (about 38% of shares outstanding) for Armistice Capital; a prior stockholder vote to approve the warrants failed and the meeting was adjourned again to October 30, 2026.
  • : Registered 1.24M shares for sale on Form S-1.
  • : $416K principal converted · 247.8K shares.
  • : Q2 2026 10-Q showed revenue up 13% YoY to $1.92M and a narrower net loss, but disclosed going-concern doubt with only $1.38M cash against roughly $750K in monthly operating needs.
  • : Stockholders failed to approve the Nasdaq-required warrant issuance (Proposal 4) at the September 3, 2026 annual meeting, blocking the share issuance and leaving the Armistice inducement deal incomplete.
  • : On August 10, 2026, BIO-key induced Armistice Capital to cash-exercise warrants by cutting the strike from $10.20 to $4.06, raising $2.51M, in exchange for new warrants on double the shares.
  • : Raised $2.51M in gross proceeds through an offering, with warrants over 1.24M shares.
  • : BIO-key was selected by the Central Bank of Jordan to support a national biometric authentication initiative across the country's financial sector.

Raise routes on file: pending S-1 + effective S-1 · latest dilution event 25 days ago

Overall Risk
Offering Ability
Overhead Supply
Historical
Cash Need

AI dilution summary

The dominant contractual driver and its mechanism, then each further driver ranked.

Latest dilution event

Oct 9, 2026 · Registration

How we read filings

Every warrant, convertible, ATM and shelf, cited to the filing

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Share count and cash history

Shares outstanding, potential dilution and cash over time

S-1 · 3

What is this?

Size, shares registered and dates with Pro

S-1 · resale registration

Issued 2026

Filed

Proposed maximum

Shares registered

Filed
Effective
Filing link and full terms

S-1 · resale registration

Issued 2025

Effective

Proposed maximum

Shares registered

Filed
Effective
Filing link and full terms

S-1 · resale registration

Issued 2025

Effective

Proposed maximum

Shares registered

Filed
Effective
Filing link and full terms

Warrants · 8

What is this?

Exercise price, shares and dates with Pro

August 2026 inducement warrants (New Warrants)

Issued 2026

Outstanding

Shares Underlying

Exercise Price

Outstanding
Type
Anti-Dilution
Cashless Exercise
Expiration
Filing link and full terms

Warrant

Issued 2025

Outstanding

Shares Underlying

Exercise Price

Outstanding
Type
Anti-Dilution
Cashless Exercise
Expiration
Filing link and full terms

Warrant

Issued 2025

Outstanding

Shares Underlying

Exercise Price

Outstanding
Type
Anti-Dilution
Cashless Exercise
Expiration
Filing link and full terms

Warrant

Outstanding

Shares Underlying

Exercise Price

Outstanding
Type
Anti-Dilution
Cashless Exercise
Expiration
Filing link and full terms

Warrant

Issued 2023

Outstanding

Shares Underlying

Exercise Price

Outstanding
Type
Anti-Dilution
Cashless Exercise
Expiration
Filing link and full terms

Warrant

Issued 2022

Outstanding

Shares Underlying

Exercise Price

Outstanding
Type
Anti-Dilution
Cashless Exercise
Expiration
Filing link and full terms

Offerings · 6

What is this?

Proceeds, price, shares and agent with Pro

Offering

Issued 2026

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

Offering

Issued 2025

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

Offering

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

Offering

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

Offering

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

Offering

Gross proceeds

Price per share

Shares issued
Warrant coverage
Placement agent
Filing link and full terms

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Exercise prices, conversion terms, shelf headroom and the filing sentence behind every number.

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