BIO KEY INTERNATIONAL INC

Situation Background:

BIO-key’s common stock was not in compliance with Nasdaq’s $1 minimum closing bid price requirement and faced a deadline of May 4 th to regain compliance. On April 20 th, BIO-key stockholders approved a reverse split to regain compliance with Nasdaq’s $1 minimum closing bid price requirement. BIO-key implemented a 1-for-10 reverse split, which became effective with commencement of trading on April 30 th. As a result of the reverse split, BIO-key’s share price and minimum closing bid has been above Nasdaq’s $1 minimum closing bid requirement.

However, the implementation and effectiveness of the reverse split was delayed to comply with Nasdaq’s updated 10-day notification requirement, and BIO-key’s minimum closing bid price had not exceeded the $1 threshold for ten consecutive days as of May 4 th deadline. In addition, the Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2025 as required by Nasdaq’s continued listing requirements. As a result Nasdaq has informed BIO-key that its Nasdaq trading will be suspended as of the close of business on May 12 th.