Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 23, 2023, BIO-key International, Inc. (the "Company") received notice from The Nasdaq Stock Market, LLC ("Nasdaq") indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Listing Rule"), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission ("SEC"), due to the Company's failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 (the "Form 10-Q"). As previously reported, on April 18, 2023 the Company was notified by Nasdaq that is was not in compliance with the Listing Rule due to the Company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended March 31, 2023 (the "Form 10-K"). The notification letter has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market.

The Company filed a Notification of Late Filing on Form 12b-25 with the SEC on May 16, 2023 indicating that the filing of the Form 10-Q would be delayed because the compilation and review of certain financial information necessary for the completion of the review of the financial statements to be included in the Form 10-Q could not be completed within the prescribed time period without unreasonable effort and expense to the Company.

Under Nasdaq rules, the Company has until June 20, 2023 to submit a plan to regain compliance with Nasdaq's continued listing requirements. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the filing due date for the 10-K, or until October 16, 2023, to regain compliance. The Company intends to file the Form 10-K and 10-Q with the SEC as soon as practicable and regain compliance with Nasdaq's continued listing requirements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information contained in this Current Report on Form 8-K ("Form 8-K") may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This information includes, without limitation, statements concerning the Company's intention to file with the SEC the Form 10-K and regain compliance with Nasdaq's continued listing requirements as soon as practicable. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Generally, the words "anticipate," "believe," "estimate," "expect," "intend," "may" and similar expressions identify forward-looking statements, which generally are not historical in nature. Actual results could differ materially from the results described in the forward-looking statements due to the risks and uncertainties set forth in this Form 8-K, and those described from time to time in our future reports filed with the SEC.

Item 7.01. Regulation FD Disclosure.

On May 30, 2023, the Company issued a press release regarding the matters described in Item 3.01 of this Form 8-K. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.

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In accordance with General Instruction B.2 of Form 8-K, the information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description 99.1 Press Release, dated May 30, 2023, issued by the Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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