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BIO-key International (BKYI) Risk Analysis
Risk Overview Q4, 2025
Source: the company's latest filing for the period ended Dec 31, 2025, filed Jun 12, 2026
Risk Change Over Time
- Share Price & Shareholder Rights - Risk 1Trading of our common stock on the Nasdaq Capital Market was suspended on May 13, 2026. If we are not successful in our appeal of Nasdaq's decision and are unable to regain compliance with the continued listing requirements of The Nasdaq Stock Market, our Common Stock will be delisted and the price of our Common Stock and our ability to access the capital markets could be negatively impacted.
On May 13, 2026 trading of our common stock on Nasdaq was suspended due to our failure to regain compliance with the minimum bid requirement and to timely file our periodic reports with the SEC. Our common stock currently trades on OTC Markets under the symbol "BKYI". On April 30, 2026, we effected a one-for-ten reverse stock split which restored our share price to a level in excess of Nasdaq's $1 minimum closing bid price requirement. Due to the timing of the reverse split, we were unable to maintain this share price level for 10 consecutive trading days prior to May 6, 2026 which resulted in our shares being suspended from trading on Nasdaq. The suspension and potential delisting of our common stock from Nasdaq could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock as shares traded on the OTC Markets generally have substantially less liquidity and it can be more difficult for stockholders and broker/dealers to purchase and sell our shares in an orderly manner or at all. As a result, the trading price of our common stock may change quickly, and brokers may not be able to execute trades as quickly as they previously could when our common stock was listed on a national exchange.. Delisting could also harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities. . We have appealed Nasdaq's decision to suspend trading in our common stock and are currently working to regain compliance with all continued listing standards of the Nasdaq Capital Market. A hearing to consider our appeal is currently scheduled for June 16, 2026. There can be no assurance that our appeal will be successful or that our shares will not be delisted.
- Accounting & Financial Operations - Risk 2Based on our limited cash resources, history of losses, negative cash flow from operations, and dependence on debt and equity financing to fund operations, our independent registered public accounting firm has included an explanatory paragraph in their opinion as to the substantial doubt about our ability to continue as a going concern.
Due to, among other factors, our history of losses, limited cash resources, negative cash flow from operations, and dependence on debt and equity financing to fund operations, our independent registered public accounting firm has included an explanatory paragraph in their opinion for the year ended December 31, 2025 as to the substantial doubt about our ability to continue as a going concern within one year after issuance. Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which contemplate that we will continue to operate as a going concern. Our financial statements do not contain any adjustments that might result if we are unable to continue as a going concern.
- Accounting & Financial Operations - Risk 3Historically, we have not generated significant revenue and have sustained substantial operating losses.
In order to increase revenue, we have developed a direct sales force and anticipate the need to retain additional sales, marketing and technical support personnel and may need to incur substantial expenses. We cannot assure you that we will be able to secure these necessary resources, that a significant market for our technologies will develop, or that we will be able to achieve our targeted revenue. If we are unable to achieve revenue or raise capital sufficient to cover our ongoing operating expenses, we will be required to scale back operations, including marketing and research initiatives, or in the extreme case, discontinue operations.
- Accounting & Financial Operations - Risk 4Our failure to timely file our annual report on Form 10-K for the year ended December 31, 2025 has made us ineligible to use a Form S-3 to register the offer and sale of securities, which could adversely affect our ability to raise future capital.
As a result of our failure to timely file our annual report on Form 10-K for the year ended December 31, 2025 we are not eligible to register the offer and sale of our securities using a registration statement on Form S-3 until one year from the date we regain and maintain status as a current filer, assuming that we remain listed on the Nasdaq Capital Market. Should we wish to register the offer and sale of our securities to the public prior to the time we are eligible to use Form S-3, both our transaction costs and the amount of time required to complete the transaction could increase, making it more difficult to execute any such transaction successfully and potentially harming our financial condition.
Risk Highlights Q4, 2025
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 34
- Share Price & Shareholder Rights - Risk 1ChangedTrading of our common stock on the Nasdaq Capital Market was suspended on May 13, 2026. If we are not successful in our appeal of Nasdaq's decision and are unable to regain compliance with the continued listing requirements of The Nasdaq Stock Market, our Common Stock will be delisted and the price of our Common Stock and our ability to access the capital markets could be negatively impacted.
On May 13, 2026 trading of our common stock on Nasdaq was suspended due to our failure to regain compliance with the minimum bid requirement and to timely file our periodic reports with the SEC. Our common stock currently trades on OTC Markets under the symbol "BKYI". On April 30, 2026, we effected a one-for-ten reverse stock split which restored our share price to a level in excess of Nasdaq's $1 minimum closing bid price requirement. Due to the timing of the reverse split, we were unable to maintain this share price level for 10 consecutive trading days prior to May 6, 2026 which resulted in our shares being suspended from trading on Nasdaq. The suspension and potential delisting of our common stock from Nasdaq could materially reduce the liquidity of our common stock and result in a corresponding material reduction in the price of our common stock as shares traded on the OTC Markets generally have substantially less liquidity and it can be more difficult for stockholders and broker/dealers to purchase and sell our shares in an orderly manner or at all. As a result, the trading price of our common stock may change quickly, and brokers may not be able to execute trades as quickly as they previously could when our common stock was listed on a national exchange.. Delisting could also harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities. . We have appealed Nasdaq's decision to suspend trading in our common stock and are currently working to regain compliance with all continued listing standards of the Nasdaq Capital Market. A hearing to consider our appeal is currently scheduled for June 16, 2026. There can be no assurance that our appeal will be successful or that our shares will not be delisted.
- Share Price & Shareholder Rights - Risk 2We have issued a substantial number of warrants exercisable into shares of our common stock which could result in substantial dilution to the ownership interests of our existing stockholders.
As of the date of this report, approximately 794,073 shares of our common stock (as adjusted to reflect our 1-for-10 reverse stock split, which was effective April 30, 2026) were reserved for issuance upon exercise or conversion of outstanding stock options and warrants. The exercise or conversion of these securities will result in a significant increase in the number of outstanding shares and substantially dilute the ownership interests of our existing stockholders.
- Share Price & Shareholder Rights - Risk 3An active trading market for our common stock may not be sustained.
On May 13, 2026 trading of our common stock on the Nasdaq Capital Market was suspended which could adversely impact the trading and liquidity of our common stock. Our common stock currently trades on OTC Markets and an active trading market for our shares may not be developed on OTC Markets and if developed, sustained. If an active market for our common stock is not developed or sustained, it may be difficult for you to sell your shares without depressing the market price for the shares or sell your shares at all. Any inactive trading market for our common stock may also impair our ability to raise capital to continue to fund our operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.
- Share Price & Shareholder Rights - Risk 4Provisions of our certificate of incorporation, bylaws and Delaware law may make a contested takeover of our Company more difficult.
Certain provisions of our certificate of incorporation, bylaws and the General Corporation Law of the State of Delaware ("DGCL") could deter a change in our management or render more difficult an attempt to obtain control of us, even if such a proposal is favored by a majority of our stockholders. For example, we are subject to the provisions of the DGCL that prohibit a public Delaware corporation from engaging in a broad range of business combinations with a person who, together with affiliates and associates, owns 15% or more of the corporation's outstanding voting shares (an "interested stockholder") for three years after the person became an interested stockholder, unless the business combination is approved in a prescribed manner. Our certificate of incorporation also includes undesignated preferred stock, which may enable our board of directors to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise. Finally, our bylaws include an advance notice procedure for stockholders to nominate directors or submit proposals at a stockholders meeting. Delaware law and our charter may, therefore, inhibit a takeover.
- Share Price & Shareholder Rights - Risk 5The trading price of our common stock may be volatile.
The trading price of our shares has from time to time fluctuated widely and, in the future, may be subject to similar fluctuations. The trading price may be affected by a number of factors including the risk factors set forth in this Annual Report on Form 10-K as well as our operating results, financial condition, announcements of innovations or new products by us or our competitors, general conditions in the biometrics and access control industries, and other events or factors. We cannot assure you that any of the broker-dealers that currently make a market in our common stock will continue to serve as market makers or have the financial capability to stabilize or support our common stock. A reduction in the number of market makers or the financial capability of any of these market makers could also result in a decrease in the trading volume of and price of our shares. In recent years broad stock market indices, in general, and the securities of technology companies, in particular, have experienced substantial price fluctuations. Such broad market fluctuations may adversely affect the future-trading price of our common stock.
See a full breakdown of risk according to category and subcategory. The list starts with the category with the most risk. Click on subcategories to read relevant extracts from the most recent report.