Bio Key International Inc: Form 10-Q for the period ended Jun 30, 2026

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is provided as a supplement to and should be read in conjunction with our unaudited condensed consolidated financial statements and related information contained herein and our audited financial statements as of December 31, 2025.

Overview

BIO-key International, Inc. (the “Company,” “BIO-key,” “we,” or “us”) is a leading identity access management, or IAM, platform provider for the enterprise and large-scale customer and civil ID solutions. Built to leverage BIO-key’s world-class biometric core platform among seventeen strong authentication factors, BIO-key PortalGuard and hosted PortalGuard IDaaS platforms that enable our customers to securely and easily assure that only the right people can access the right systems. PortalGuard goes beyond traditional multifactor authentication (MFA) solutions by addressing functional gaps, such as allowing roving users to biometrically authenticate at any workstation without using their phones or tokens eliminating unauthorized account delegation, detecting duplicate users, and accommodating in-person identification.

Our customers use BIO-key every day to securely access a variety of cloud, mobile and web applications, on-premise and cloud-based servers from all of their devices. Employees, contractors, students and faculty sign in through PortalGuard to seamlessly and securely access the applications they need to do their important work, without relying on personal phone use or per-user tokens. Organizations use our platform to securely collaborate with their supply chain and partners, and to provide their customers with flexible, resilient user experiences online or in-person.

Large-scale customer and civil ID customers use our scalable biometric management platform and FBI-certified scanner hardware to manage enrollment, de-duplication and authentication for millions of users. One large bank has enrolled and identifies over 21.7 million of their customers using BIO-key fingerprint biometrics in branches on a daily basis.

PortalGuard and Identity-Bound Biometrics, or IBB, deliver unique value to enterprises who find that mainstream MFA solutions do not adequately address their workforce use cases. PortalGuard operates as a single MFA user experience, providing a wide set of authentication choices to meet every use case. We sell our branded biometric and Fast Identity Online, or FIDO, authentication hardware as accessories to our IAM platforms, so that customers can have a single vendor providing all components of their IAM solution. We do not mandate the use of BIO-key hardware with our software and services. Our National Institute of Standards, and Technology, or NIST, certified fingerprint biometric platform is unique in that it supports interoperable mixing and matching combinations of different manufactures’ fingerprint scanners in a deployment, so that the right scanner can be selected for the right use case, without mandating the use of a particular scanner.

Security-conscious software developers leverage our platform APIs and federation interfaces to securely and efficiently embed biometric and MFA identity capabilities into their software. Our approach to IDaaS allows our customers to efficiently scale their security and identity infrastructures to protect both internal cloud workforce- and external customer-facing applications.

In 2022, we expanded our product offerings and customer base when we acquired Swivel Secure, a Madrid, Spain based provider of IAM solutions. Until the fourth quarter of 2024, Swivel Secure was the exclusive distributer of AuthControl Sentry, AuthControl Enterprise, and AuthControl MSP product line in Europe, Africa and the Middle East, or EMEA, excluding the United Kingdom and Ireland. Swivel Secure, now operates as BIO-key EMEA and maintains a direct sales force with offices in Madrid, Spain and Lisbon, Portugal, and sells only BIO-key products.

We operate a software as a service, or SaaS, business model with customers subscribing to term use of our software for annual recurring revenue. We sell our products directly through our field and inside sales teams, as well as indirectly through our network of channel partners including resellers, system integrators, master agents and other distribution partners. Our subscription fees include a term license of hosted or on-premise product and technical support and maintenance of our platform. We base subscription fees primarily on the products used and the number of users enrolled in our platform. We generate subscription fees pursuant to noncancelable contracts with a weighted average duration of approximately one year.

Strategic Outlook

We plan to have a more significant role in the IAM market which continues to expand. We plan to continue to offer customers a suite of authentication options that complement our biometric solutions. The more well-rounded offerings of authentication options will allow customers to customize their approach to authentication all under one umbrella.

We expect to grow our business within government services and highly-regulated industries in which we have historically had a strong presence including financial services, higher education, and healthcare. We believe that continued heightened security and privacy requirements in these industries, and as colleges and universities continue operating in remote environments, we will generate increased demand for security solutions, including biometrics. In addition, we expect that the compatible, yet superior portable biometric user experience offered by our technology for Windows 10 users will accelerate the demand for our computer network log-on solutions and fingerprint readers. Through value add-offerings via direct sales, resellers, and strategic partnerships with leading higher education platform providers, we will continue to grow our installed base.

Our primary sales strategies are focused on (i) increased marketing efforts into the IAM market, (ii) dedicated pursuit of large-scale identification projects across the globe and (iii) growing our channel alliance program which we have grown to more than eighty-five participants and continues to generate incremental revenues.

A second component of our growth strategy is to pursue strategic acquisitions of select businesses and assets in the IAM space. In furtherance of this strategy, we are active in the industry and regularly evaluate businesses that we believe will either provide an entry into new market verticals or be synergistic with our existing operations and in either case, be accretive to earnings. We cannot provide any assurance as to whether we will be able to complete any acquisition and if completed, successfully integrate any business we acquire into our operations.

Recent Developments

The current trend of continued remote work environments increases the risk of unauthorized users, phishing attacks, and hackers who are eager to take advantage of the challenges of securing remote workers. A growing trend of security incidents that highlight potential cybersecurity vulnerabilities, additional regulatory requirements, and increasingly stringent Cyber Insurance underwriting standards that mandate enhanced security solutions has resulted in many businesses requiring MFA for their employees, partners and customers to access their business systems and data. We believe that biometrics should continue to play a key role in remote user authentication.

Critical Accounting Policies and Estimates

For detailed information regarding our critical accounting policies and estimates, see our financial statements and notes thereto included in this Report and in our Annual Report on Form 10-K/A for the year ended December 31, 2025. There have been no material changes to our critical accounting policies and estimates from those disclosed in our most recent Annual Report on Form 10-K/A.

Recent Accounting Pronouncements

For detailed information regarding recent account pronouncements, see Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this report.

RESULTS OF OPERATIONS

THREE MONTHS ENDED June 30, 2026 AS COMPARED TO June 30, 2025

Consolidated Results of Operations - Percent Trend

Revenues and cost of goods sold

19

Revenues

For the three months ended June 30, 2026, and 2025, service revenues included approximately $227,000 and $271,000, respectively, of recurring maintenance and support revenue, and approximately $4,000 and $51,000 respectively, of non-recurring custom services revenue. Recurring service revenue decreased $44,000 or 16% in 2026 which was due to the timing of renewals of service agreements. Non-recurring custom services decreased $47,000 due to a decrease in customization. Overall, service revenues decreased to $231,005 as compared to $321,996 in the corresponding period in 2025.

For the three months ended June 30, 2026, license revenue increased $423,258 or 53% to $1,229,345 from $806,087 in the corresponding period in 2025 as several new customers deployed new licenses in 2026.

For the three months ended June 30, 2026, hardware sales decreased 19% to $459,641 from $568,824 in the corresponding period in 2025. The decrease was due to several customer deploys of fully reserved inventory in the 2026 period, and one large deployment from one long-term customer and several long-term customers expanding their deployments of biometric cybersecurity solutions in 2025.

Costs and other expenses

For the three months ended June 30, 2026, cost of service decreased $38,585 or 33% to $79,716 from $118,301 in the three months ended June 30, 2025. For the three months ended June 30, 2026, license costs decreased 13% to $74,972 from $86,488 in the three months ended June 30, 2025. For the three months ended June 30, 2026, hardware costs decreased to net cost of $91,263 (after giving effect to the $703,050 reversal of the previously fully reserved inventory) from $259,391 in the three months ended June 30, 2025, for a net decrease of 65%, based on the decrease in hardware revenue and different models of hardware shipped.

Selling, general and administrative

Selling, general and administrative expenses for the three months ended June 30, 2026, decreased 7% from $1,680,550 in the corresponding period in 2025 to $1,563,027 in the current quarter. The decreases included reductions in administration and professional services fees, offset by one-time costs incurred in connection with our reverse split and increases in our accrued audit expenses and accrued taxes.

Research, development and engineering

For the three months ended June 30, 2026, research, development, and engineering costs increased 1% to $640,418 compared to $636,027 in the corresponding period in 2025. The increase consisted primarily of personnel costs.

Other income (expense)

Other income (expense) for the three months ended June 30, 2026 consisted of interest income of $386, interest expense of $27,000 on the note payable, and a loan fee amortization amount of $20,833. Other income (expense) for the three months ended June 30, 2025 consisted of interest income of $2,092 and interest expense of $25,638 comprised of the note payable and the government loan through the BBVA bank, and a loan fee amortization amount of $60,000.

six MONTHS ENDED June 30, 2026 AS COMPARED TO June 30, 2025

Consolidated Results of Operations - Percent Trend

Revenues and cost of goods sold

21

Revenues

For the six months ended June 30, 2026, and 2025, service revenues included approximately $456,000 and $535,000, respectively, of recurring maintenance and support revenue, and approximately $23,000 and $59,000 respectively, of non-recurring custom services revenue. Recurring service revenue decreased $79,000 or 15% in 2026 which was due to the timing of renewals of service agreements. Non-recurring custom services decreased $36,000 due to a decrease in customization. Overall, service revenues decreased to $479,388 as compared to $594,594 in the corresponding period in 2025.

For the six months ended June 30, 2026, license revenue increased $690,393 or 36% to $2,595,238 from $1,904,845 in the corresponding period in 2025 as several new customers initiated license deployments in 2026.

For the six months ended June 30, 2026, hardware sales increased 186% to $990,898 from $804,627 in the corresponding period in 2025. The increase was due to a large deployment from one long-term customer, sales of fully reserved inventory, and several new customer deployments of biometric cybersecurity solutions in the 2026 period.

Costs and other expenses

For the six months ended June 30, 2026, cost of service decreased $58,231 or 27% to $158,214 from $216,445 in the six months ended June 30, 2025. For the six months ended June 30, 2026, license costs decreasing to $148,206 from $159,373 in the six months ended June 30, 2025. For the six months ended June 30, 2026, hardware costs decreased to net cost of $315,831 (after giving effect to the $802,020 reversal of the fully reserved shipped inventory) from $367,860 in the six months ended June 30, 2025, for a net decrease of 14%, based on the increase in hardware reserve expense exceeding the increase of the hardware expense.

Selling, general and administrative

Selling, general and administrative expenses for the six months ended June 30, 2026, decreased 6% from $3,053,074 in the corresponding period in 2025 to $2,873,093 in the six months. The decreases included reductions in administration and professional services fees.

Research, development and engineering

For the six months ended June 30, 2026, research, development, and engineering costs increased 2% to $1,257,299 compared to $1,231,802 in the corresponding period in 2025. The increase consisted primarily of professional services and personnel costs.

Other income (expense)

Other income (expense) for the six months ended June 30, 2026 consisted of interest income of $1,062, interest expense of $54,166 on the note payable and the government loan through the BBVA bank, and a loan fee amortization amount of $41,666. Other income (expense) for the six months ended June 30, 2025 consisted of interest income of $2,095 and interest expense of $61,548 comprised of the note payable and the government loan through the BBVA bank, and a loan fee amortization amount of $120,000.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

Operating activities overview

Net cash used in operations during the six months ended June 30, 2026 was $1,203,750. Items of note included:

• Net positive cash flows related to adjustments for non-cash expenses of approximately $418,000.
• Net positive cash flows related to inventory and deferred revenue of approximately $851,000.
• Negative cash flows related to changes in accounts receivable, capitalized contract costs, prepaid expenses, accounts payable and accrued liabilities of approximately $889,000, due to working capital management.

Financing activities overview

Net cash used by financing activities during the six months ended June 30, 2026 was $30,519 consisting of the repayment of $38,179 government loan through the BBVA bank, offset by receipt of $7,660 cash for the purchases under the Employee Stock Purchase Plan.

Investing activities overview

There was no cash used in investing activities during the six months ended June 30, 2026.

Liquidity and Capital Resources

Since our inception, our capital needs have been met mainly through proceeds from the sale of equity and debt securities, and revenue. We expect capital expenditures to be less than $100,000 during the next twelve months.

The following sets forth our sources of liquidity during the previous two years through the date of this filling:

On August 11, 2026, we closed a transaction with an existing investor to exercise outstanding warrants to purchase an aggregate of 618,334 shares of common stock in consideration for reducing the per share exercise price from $10.20 to $4.06 and issuing additional warrants to the investor to purchase up to an aggregate of 1,236,668 shares of common stock at exercise price of $4.06 per share. The forgoing resulted in gross proceeds of approximately $2.5 million, prior to deducting placement agent fees and estimated offering expenses.

On October 27, 2025, we entered into and closed a warrant exercise agreement with an existing institutional investor to exercise certain outstanding warrants to purchase an aggregate of 309,167 shares of common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026). The warrants were originally issued on January 15, 2025 and had an exercise price of $21.50 per share. In consideration for the immediate exercise of these warrants, we issued new unregistered warrants to purchase up to an aggregate of 618,334 shares of common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026) at an exercise price of $10.20. We realized gross proceeds of approximately $3.1 million, prior to deducting placement agent fees and estimated offering expenses.

On September 30, 2025, we entered into and closed a note purchase agreement which provided for the issuance of a $1,130,000 principal amount senior secured promissory note (the "2025 Note"). This resulted in gross proceeds of approximately $1,000,000 after deducting estimated offering expenses, and the original issue discount. The 2025 Note is due eighteen months (18) following the date of issuance, accrues interest at a rate of nine percent (9%) per annum, and commencing six months after the date of issuance, the lender shall have the right to redeem up to $135,000 of principal amount each month. In connection with the October 27, 2025 warrant exercise agreement described above, we prepaid approximately $450,000 of the amount due under the 2025 Note.

On July 28, 2026, the Company entered into an Exchange Agreement (the “2025 Exchange Agreement”) with the Lender of the 2025 Note. Pursuant to the 2025 Exchange Agreement, the Company and Lender agreed to (i) partition from the 2025 Note a new Promissory Note (the “Partitioned Note”) in the original principal amount of $200,000, (ii) cause the outstanding balance of the 2025 Note to be reduced by $200,000 and (iii) exchange the Partitioned Note for 43,308 shares of the Company’s Common Stock, which was effective April 30, 2026). On August 10, 2026, the Company entered into a second exchange agreement with the Lender of the 2025 Note. Pursuant to this exchange agreement, the Company and Lender agreed to (i) partition from the 2025 Note a new Promissory Note (the “Second Partitioned Note”) in the original principal amount of $150,000, (ii) cause the outstanding balance of the 2025 Note to be reduced by $150,000 and (iii) exchange the Second Partitioned Note for 37,792 shares of the Company’s Common Stock . As of the date of this report, the outstanding principal amount due under the 2025 Note is approximately $325,000. For a more complete description of the 2025 Note, please see Note 10 to Our Condensed Consolidated Financial Statements included in Part I Item 1 of this report.

On January 15, 2025, we entered into a warrant exercise agreement with an existing investor to exercise certain outstanding warrants to purchase an aggregate of 206,112 shares of common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026), at an exercise price of $18.50 per share which were originally issued to the investor on September 12, 2024 (the "Existing Warrants"). In consideration for the exercise of the Existing Warrants, the investor received new warrants to purchase up to an aggregate of 309,167 shares of Common Stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026), ("New Warrants"). The New Warrants have substantially the same terms, are immediately exercisable at an exercise price of $21.50 per share and will expire five years from the date of issuance. The gross proceeds to the Company were approximately $3.8 million, prior to deducting placement agent fees and estimated offering expenses.

On September 12, 2024, we entered into a warrant exercise agreement with an existing investor to exercise certain outstanding warrants to purchase an aggregate of 103,056 shares of common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026). The warrants were originally issued to the Investor on October 31, 2023 and had an original exercise price of $31.50 per share. In consideration for the immediate exercise of the warrants, we reduced the exercise price of the warrants to $18.50 per share and issued to the Investor unregistered Series A Warrants to purchase an aggregate of 103,056 shares of common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026), and unregistered Series B Warrants to purchase an aggregate of 103,056 shares of common stock(as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026), each with an exercise price of $18.50 per share and issued additional warrants to purchase an aggregate of 206,112 shares of common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026), at an exercise price of $18.50 per share. The forgoing transaction resulted in gross proceeds of approximately $1.9 million prior to deducting placement agent fees and estimated offering expenses.

On June 24, 2024, we entered into and closed a note purchase agreement which provided for the issuance of a $2,360,000 principal amount senior secured promissory note (the "2024 Note"). This resulted in gross proceeds of approximately $1,826,000 after deducting placement agent fees, estimated offering expenses, and the original issue discount. The 2024 Note was due eighteen months (18) following the date of issuance, accrued interest at a rate of nine percent (9%) per annum, and commencing six months after the date of issuance of, the lender had the right to redeem up to $270,000 of principal amount each month. In connection with the September 12, 2024 warrant exercise agreement described above, we prepaid approximately $762,600 of the amount due under the 2024 Note. As of the date of this report, the loan has been paid in full. For a more complete description of the 2024 Note, please see Note 10 to Our Condensed Consolidated Financial Statements included in Part I Item 1 of this report.

We are party to an accounts receivable factoring arrangement with a financial institution (the “Factor”) which has been extended to October 31, 2026 and may be discontinued at that time. Pursuant to the terms of the arrangement, from time to time, we sell to the Factor a minimum of $150,000 per quarter of certain of our accounts receivable balances on a non-recourse basis for credit approved accounts. The Factor remits 35% of the foreign and 75% of the domestic accounts receivable balance to us, with the remaining balance, less fees, forwarded to us once the Factor collects the full accounts receivable balance from the customer. In addition, from time to time, we receive over advances from the Factor. Factoring fees range from 2.75% to 15% of the face value of the invoice factored and are determined by the number of days required for collection of the invoice. We expect to continue to use this factoring arrangement periodically to assist with our general working capital requirements due to contractual requirements.

Liquidity outlook

At June 30, 2026, our total cash and cash equivalents were $1,379,300, as compared to $2,694,663 at December 31, 2025. At June 30, 2026, we had a working capital of approximately $793,000.

As discussed above, we have historically financed our operations through access to the capital markets by issuing secured and convertible debt securities, convertible preferred stock, common stock, warrants, and through factoring receivables. We currently require approximately $750,000 per month to conduct our operations, a monthly amount that we have been unable to consistently achieve through revenue generation. We also have approximately $2.1 million of inventory (currently reserved) initially purchased for projects in Nigeria. We continue to explore other markets and opportunities to sell the product to generate additional cash. If we are unable to generate sufficient revenue and positive cash flow from operations or liquidation of existing inventory to fund current operations and execute our business plan, we will need to obtain additional third-party financing over the next twelve months.

Our long-term viability and growth will depend upon the successful commercialization of our technologies and our ability to obtain adequate financing. To the extent that we require such additional financing, no assurance can be given that any form of additional financing will be available on terms acceptable to us, that adequate financing will be obtained to meet our needs, or that such financing would not be dilutive to existing stockholders. If available financing is insufficient or unavailable or we fail to continue to generate sufficient revenue, we may be required to further reduce operating expenses, delay the expansion of operations, be unable to pursue merger or acquisition candidates, or in the extreme case, not continue as a going concern.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of June 30, 2026, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As a smaller reporting company, we are not required to provide the information required by this Item.

Investors are encouraged to consider the risks described in our 2025 Form 10-K/A, our Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in this Report, and other information publicly disclosed or contained in documents we file with the Securities and Exchange Commission before purchasing our securities.