BIO-key International Enters into $3.1 Million Warrant Inducement Transaction

HOLMDEL, N.J., Oct. 27, 2025 (GLOBE NEWSWIRE) -- BIO-key® International, Inc. (NASDAQ: BKYI), an innovator in biometric authentication and Identity and Access Management (IAM) solutions, today announced it has entered into a warrant inducement agreement with an existing institutional investor for the exercise of certain outstanding warrants that the Company issued on January 15 2025. Pursuant to the warrant inducement agreement, the investor has agreed to exercise the outstanding Series A and Series B Warrants to purchase an aggregate of 3,091,668 shares of the Company's common stock at a reduced exercise price of $1.02 per share, subject to compliance with beneficial ownership blocker provisions included in the warrants. The gross proceeds from the exercise of the warrants are expected to be approximately $3.1 million, prior to deducting placement agent fees and estimated offering expenses.

Maxim Group LLC is acting as the exclusive Placement Agent for the transaction.

In consideration for the exercise of the warrants, the Company also agreed to issue to the investor unregistered Warrants to purchase an aggregate of 6,183,336 shares of the Company's common stock with an exercise price of $1.02 per share (the “New Warrants”). The warrants are immediately exercisable, and will expire five years from the date of issuance. The Company has agreed to file a registration statement with the Securities and Exchange Commission (“SEC”) covering the resale of the shares of common stock issuable upon exercise of the New Warrants. This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About BIO-key International, Inc.

BIO-key is revolutionizing authentication and cybersecurity with biometric-centric, multi-factor identity and access management (IAM) software securing access for over forty million users. BIO-key allows customers to choose the right authentication factors for diverse use cases, including phoneless, tokenless, and passwordless biometric options. Its cloud-hosted or on-premise PortalGuard IAM solution provides cost-effective, easy-to-deploy, convenient, and secure access to computers, information, applications, and high-value transactions.

Forward-Looking Statements

All statements contained in this press release other than statements of historical facts are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 (the "Act"). The words "estimate," "project," "intends," "expects," "anticipates," "believes" and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management's beliefs, as well as assumptions made by, and information currently available to, management pursuant to the "safe-harbor" provisions of the Act. These statements are not guarantees of future performance or events and are subject to risks and uncertainties that may cause actual results to differ materially from those included within or implied by such forward-looking statements. These risks and uncertainties include factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024 and other filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to disclose any revision to these forward-looking statements, whether as a result of new information, future events, or otherwise.

Investor Contacts

William Jones, David Collins

Catalyst IR

or 212-924-980