Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 9, 2018



(Exact name of registrant as specified in its charter)





(State or other jurisdiction of


(Commission File


(I.R.S. Employer

Identification No.)


3349 Highway 138, Building A, Suite E

Wall, NJ 07719

(Address of principal executive offices) (Zip Code)


(732) 359-1100

(Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).


Emerging growth company ☐    


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐  





Item 5.08.

Shareholder Director Nominations.


To the extent applicable, the information in Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08.


Item 8.01.

Other Events.


The Board of Directors of BIO-key International, Inc., a Delaware corporation (the “Company”), has established Friday, June 22, 2018 as the date of the Company’s 2018 Annual Meeting of Stockholders (the “2018 Annual Meeting”).  Stockholders of record at the close of business on April 25, 2018 and only such stockholders will be entitled to vote at the 2018 Annual Meeting.  The time and location of the 2018 Annual Meeting will be as set forth in the Company’s proxy statement for the 2018 Annual Meeting.


Stockholders of the Company who wish to nominate a director or have a proposal considered for inclusion in the Company’s proxy materials for the 2018 Annual Meeting, must follow the procedures contained within the Company’s By-Laws, which, among other things, require that such nomination or proposal is received by the Company’s Secretary, at 3349 Highway 138, Building A, Suite E, Wall, NJ 07719, on or before the close of business on April 19, 2018.  Any such nomination or proposal must also meet the requirements set forth in the Company’s By-Laws.







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



BIO-Key International, Inc











Date: April 9, 2018


/s/ Cecilia Welch




Cecilia Welch




Chief Financial Officer